Novation Agreement and Amendment No. 1 to Asset Purchase Agreement, dated October 26, 2012, by and among Antifreeze Recycling, Inc., Robert J. Kolhoff, GlyEco Acquisition Corp. #7, and GlyEco Acquisition Corp. #6

A.  

Seller, Selling Principal, and Buyer executed the Agreement on October 3, 2012, relating to the sale of Seller’s business and substantially all of Seller’s assets and properties.

B.  

The Parties desire for New Buyer to replace Buyer as a party to the Agreement, for Buyer to withdraw as a party thereto, and for New Buyer to be entitled to all of the rights and be subject to all of the obligations of Buyer set forth therein.  

C.  

In addition, Seller, Selling Principal, and New Buyer desire to amend and supplement the Agreement as set forth below.

1.  

Defined Terms.  Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to them in the Agreement.

2.  

Novation.  The Parties hereby novate the Agreement, thereby extinguishing the contractual relationship thereunder between Seller, Selling Principal, and Buyer, and creating a new contractual relationship between Seller, Selling Principal, and New Buyer on the same terms and conditions as set forth in the Agreement other than the replacement of Buyer with New Buyer as a party thereto and as otherwise set forth herein.  For the avoidance of doubt, and without limiting the foregoing, such novation will have the following effects:

a.  

New Buyer shall be bound by the Agreement, entitled to all of Buyer’s rights thereunder, and subject to all of Buyer’s obligations thereunder, in each case as if New Buyer were the original party thereto;

b.  

Buyer shall be released from all obligations under the Agreement; and

c.  

All references to Buyer in the Agreement and Ancillary Documents shall be deemed to refer to New Buyer.  

3.  

Amendments to the Agreement.  

a.  

Amendment to Section 3.2 (E) of the Agreement.  The phrase “cash portion” in the second sentence of Section 3.2 (E) of the Agreement is hereby deleted and replaced with the phrase “share portion.”

b.  

Amendment to Section 3.4 of the Agreement.  Section 3.4 of the Agreement is hereby amended to change the effective Closing Date to October 29, 2012.

c.  

Amendment to Schedule 1.4 of the Agreement.  Schedule 1.4 of the Agreement is hereby amended to include the following contractual right:

d.  

Amendment to Schedule 2.2 of the Agreement.  Schedule 2.2 of the Agreement is hereby amended to include the following assumed liability:

4.  

No Other Amendments.  All other terms of the Agreement shall remain unchanged and in full force and effect.

5.  

Other Actions Necessary.  At the reasonable request of one of the parties hereto, the other party shall execute any other documents or take any other reasonable actions necessary to effectuate this Novation and Amendment.

6.  

Binding Effect.  This Novation and Amendment shall inure to the benefit of and shall be binding upon the parties and their respective successors and assigns.

7.  

Amendments, Changes, and Modifications.  This Novation and Amendment may not be amended, changed, modified, altered, or terminated without the prior written consent of all of the parties hereto.

8.  

Severability.  In the event that any provision of this Novation and Amendment is deemed unenforceable, all other provisions shall remain in full force and effect.

9.  

Governing Law.  This Novation and Amendment shall be governed by and construed in accordance with the laws of the State of Arizona, notwithstanding any Arizona or other conflict-of-interest provisions to the contrary.

10.  

Counterparts.  This Novation and Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.