Alterola Biotech (ABTI) 8-K Entry into a Material Definitive Agreement

Alterola Biotech Inc
(Purchaser)

And

Affinity Energy and Health Limited
(Vendor)

And

Algae Energy Inc
(Company)

DEED OF VARIATION

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THIS AGREEMENTis made the day of June 2019

BETWEEN

Alterola Biotech Incof 23 Golden Square, London, W1F 9JP United Kingdom(Purchaser);

AND

Affinity Energy and Health Limited(ACN 124 544 190) of Unit 2, 100 Railway Road, Subiaco Western
Australia, Australia 6008(Vendor);

AND

Algae Energy IncC/O Unit 2,100 Railway Road, Subiaco, Western Australia, Australia 6008
(Company),

(collectively referred to as theParties).

RECITALS

A.The Purchaser, Vendor and the Company have entered into a Share Sale Agreement
(Agreement)dated 30 May 2019.

B.This Deed of Variation(Deed)is to be read with the Agreement.

C.The Parties have agreed to vary Agreement as detailed in this Deed.

D.The Parties agree that the variations contained herein are the only variations to the
Agreement that is covered by this Deed. All of the remaining terms of the Agreement remain
unchanged and in effect.

IT IS AGREED as follows:

1.VARIATIONS

a.The definition of Business Day in the Agreement be amended to mean a day that is not a
Saturday, Sunday or public holiday in Perth, Western Australia;

b.The definition of Initial Cash Consideration in the Agreement be amended to mean
USD$100,000 (cash) to be paid to the Vendor in accordance with clause 4 of the
Agreement;

c.The definition of End Date in the Agreement be amended to be 15 August 2019 or such
other date as may be agreed between the Parties in writing;

d.The definition of Material Adverse Effect in the Agreement be amended such that the dollar
amount under (a) and (b) be amended to $100,000;

e.The definition of Algae Plant Assets in the Agreement be amended at clause (f) to read
Intellectual Property Licence (as referred to in Recital C);

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f.That clause 2, Conditions Precedent in the Agreement be deleted in full and replaced with
the following:

2.Conditions Precedent

2.1Conditions

Clauses 3 and 7 of this Agreement do not become binding on the Parties
unless and until the following Conditions are satisfied or waived in accordance
with this clause:

(a)the Vendor and/or the Purchaser obtaining all necessary governmental
and third-party consents, authorisations and approvals (if any), to transfer
the Vendor’s Shares to the Purchaser (and by change of the control, the
Project);

(b)the Vendor obtaining shareholder approval in accordance with the
Australian Securities Exchange(ASX)listing rules if such approval is
required by the ASX;

(c)the parties entering into an exclusive sub-licence agreement for the algae
production technology and intellectual property as detailed in the
Intellectual Property Licence Agreement between TECO.BIO, LLC and
ALGAE.TEC LIMITED dated 13^th April 2010 and Deed of Variation
between TECO.BIO, LLC and ALGAE.TEC LIMITED dated 22^nd
December 2010 (“IP") with such licence to cover North America for human
nutraceutical products, for a fee equivalent to the balance of the
intercompany loan owing by the Vendor to the Company, payable at
Settlement. For the sake of clarity AEB will maintain the exclusive world-
wide licence for the IP over biofuels, non-human nutraceuticals and
human nutraceuticals other than North America;

(d)the parties entering into a standard form royalty agreement in respect of
a 20% net royalty (based on normal commercial terms) payable to the
Vendor in respect of the sale and exploitation of human algae
nutraceutical products in North America;

(e)the parties entering into a standard form royalty agreement in respect of
a net 2% royalty payable to the Vendor on commercial sales and licensing
of any new IP developed by the Company post Completion which uses
both the Algae IP and any cannabis products. Such IP will be owned 100%
by the Company;

(f)The Vendor obtaining the release of the Vendor Shares from any security
holder such that the Vendor Shares can be sold by the Vendor
unencumbered.

(g)The Purchaser and the Company providing the Vendor with a full and final
release in relation to the intercompany debt owing by the Vendor to the
Company;

(h)The Purchaser and the Company releasing the Vendor from any and all
obligations relative to the contract(s) with Reliance Industries (India).

2.2Benefit of the Conditions

The Conditions in clauses 2.1(a), (c), (d), (e) and (f) are for the mutual benefit
of the Purchaser and the Vendor and the Purchaser may be waived by mutual agreement, on or before the End Date. The Conditions in clause 2.1(b), (g) and (h) are for the sole benefit of the Vendor and can only be waived by the Vendor.  

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2.3Best efforts

Each Party must provide all reasonable assistance to the others as is
necessary to satisfy the Conditions.

2.4Notice

The Purchaser and the Vendor must promptly notify the other in writing if any
of the Conditions are satisfied or cannot be satisfied.

2.5Satisfaction or waiver of Conditions

Subject to clause 2.2, if the Conditions set out in clause 2.1 are not satisfied, or
waived, by the relevant Party in accordance with the provisions of this
Agreement on or before the End Date (as varied or extended), this Agreement
shall be deemed to be at an end and of no force or effect with no Party being
subject to any of the obligations contained in this Agreement.

g. That clause 4(a) be amended to delete the words "only after receipt of this payment will this
Agreement come into full force and effect".

h.That clause 4 (b) of the Agreement be amended to read 'the payment by the Purchaser to the

Vendor in an amount equal to the balance of the intercompany loan owing by the Vendor to
the Company (as offset against the fee for the Sub-Licence referred to in clause 2.1(c))
(Deferred Consideration)and shall be effected by way of journal entry.

i.That clause 4.1 of the Agreement be deleted and replaced with "Each Party must provide all
reasonable assistance to the others as is necessary to satisfy the Deferred Consideration set
out in clause 4 (b) above on or before the Settlement Date. The matters that require
assistance include (but are not limited to):

(a)satisfying the conditions in clause 2.1 above; and

(b)assistance by the Vendor to the Purchaser to agree a schedule of creditors and
costs moving forward for budgeting purposes.

j.That clause 7.2(a)(iii) be deleted.

k.That clause 9.3 of the Agreement be deleted and replaced with "The Minimum amount
which the Purchaser may claim against the Vendor for any individual claim is USD$50,000
and the maximum aggregate amount which the Purchaser may claim against the Vendor for
a breach of a Vendor Warranty both individually and collectively is US$350,000."

l.That clause 11 in the Agreement be amended such that references to other clauses are
correct.

m.That clause 12 (c) of the Agreement be amended by deleting "Namibia" at the end of that
clause and replacing it with "Perth, Western Australia, Australia".

n.That clause 13.2 of the Agreement be amended by inserting the initial address of the
Vendor and the Company as:

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The Vendor

Unit 2, 100 Railway Road, Subiaco Western Australia 6008
Email: miames@aeblimited.com.au

Attention: Malcolm James

The Company

Unit 2,100 Railway Road, Subiaco, Western Australia 6008

Email: miames@aeblimited.com.au

Attention: Malcolm James

2.GENERAL

a.Authority to Execute

Each of the Parties warrants each of the other Parties that they have authority to execute this
Agreement and that upon execution by that Party, the provisions of this Agreement are binding
upon that Party.

b.Counterparts

This Agreement may be signed in any number of counterparts which, when taken together, will
constitute one instrument.

c.Further Assurances

Each Party must promptly do all things (including executing all documents) necessary or desirable
to give full effect to this Agreement.

d.Variation

An amendment or variation to this Deed is not effective unless it is in writing and signed by the
Parties.

e.Waiver

No failure or delay on the part of either Party to exercise any right or remedy under this Deed
shall be construed or operate as a waiver thereof, nor shall nay single or partial exercise of any
right or remedy preclude the further exercise of such right or remedy.

f.Announcements

Neither Party shall make any press or other public announcement concerning any aspect of this
Agreement, or make any use of the name of the other Party in connection with or in consequence
of this Deed, without using reasonable endeavours to obtain the approval of the other Party.

g.Severability

If any provision or part of this Deed is held to be invalid or unenforceable, this Deed shall be
deemed to be amended by the addition or deletion of working as appropriate to remove the invalid
part or provision but otherwise to retain the provision and the other provisions of this Deed to the
maximum extend permissible under applicable law and the Deed will be construed so as to most
nearly give effect to the intent of the Parties at the time the Deed was executed.

h.Governing Law and Jurisdiction

(a)The law of the State of Western Australia governs this Deed

(b)the Parties submit to the non-exclusive jurisdiction of the courts of the State of Western

Australia and the Federal Court of Australia.

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EXECUTEDby the Parties as an agreement.

Executedby

Alterola Biotech Inc

Registration number:in accordance with their

constituent documents and governing laws:

Signature of Director	Signature of Director / Company Secretary
Full Name of Director	Full Name of Director / Company Secretary

Executedby

Algae Energy Inc

Registration Number

in accordance with their constituent documents and governing laws 

/s/ Malcolm James	/s/ Josh Russell Puckridge
Signature of Director	Signature of Director / Company Secretary
MALCOLM JAMES	JOSH RUSSELL PUCKRIDGE
Full Name of Director	Full Name of Director / Company Secretary

Executed on behalf of

AFFINITY ENERGY AND HEALTH LIMITED

ACN 124 544190

in accordance with section 127 of
the Corporations Act 2001 (Cth) by: 

/s/ Malcolm James	/s/ Josh Russell Puckridge
Signature of Director	Signature of *Director / *Secretary
MALCOLM JAMES	JOSH RUSSELL PUCKRIDGE
Full Name of Director	Full Name of *Director / *Secretary
*delete thatwhich does not apply

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