Excluded Obligations

Excluded Obligations. The meaning set forth in Paragraph 3(d)

Excluded Obligations. Any liabilities of Obligors to the Lender in excess of the sum of: (i) $1,500,000 principal amount of the $1,500,000 Senior Secured Convertible Promissory Note dated January 20, 2006, issued by the Borrower to the Lender, a copy of which is attached hereto (the "Note"); plus (ii) the interest thereon (including, without limitation, interest which accrues after the commencement of any case, proceeding or other action relating to any Reorganization of the Borrower or any Obligor notwithstanding... any law to the contrary); plus (iii) other customary fees, expenses and other amounts due from time to time under the Financing Agreements (including, without limitation, attorneys fees and expenses, but excluding termination fees, if any, payable in accordance with the terms of the Financing Agreements). View More

Excluded Obligations. Shall mean each of the following matters: (i) This Agreement; (ii) Each of the Former Employee's Statements of Additional Terms and Conditions; provided, however, that each of the Parties to each such respective agreement hereby agree that Sections 2(c) and (d) thereof following the date of this Agreement shall have no applicability to the performance of services for and on behalf of VIASPACE so long as each such employee thereunder enters into with VIASPACE and executes as an... employee of VIASPACE the Business Protection Agreement, a form of which is attached hereto; (iii) The Assignment Agreement; the Recapitalization Agreement; License Agreement; that certain Lock Up Agreement (as defined in the Recapitalization Agreement); those certain agreements entitled "Consulting Agreement" and "Business Protection Agreement" entered into by and between Stephen Muzi and VGE; those certain agreements entitled "Business Protection Agreements" to be entered into by and between VIASPACE and each of Stephen Muzi and Carl Kukkonen, respectively; that certain agreement entitled "Loan Agreement" to be entered into by and between Kevin Schewe, MD and VIASPACE and the Promissory Note and Security Agreement relating thereto; [that certain initial VIASPACE Purchase Order]; that certain agreement entitled "Agreement to Grant Voting Rights and Transfer Preferred Share" entered into by and between Sung H. Chang and Schewe, along with that certain Exhibit A attached thereto, all of which documents being entered into of even date herewith (other than the Assignment Agreement); (iv) The Note and Security Documents (as defined in the Recapitalization Agreement), provided, however, that any and all claims under the Note and related Security Documents shall be subject to and limited by the Covenant not to Sue (as defined in the Recapitalization Agreement); (v) The Registration Rights Agreement, dated as of May 14, 2010, and entered into by and between VIASPACE and Sung Hsien Chang; provided, however, that upon any exercise of the demand registration rights described therein, Chang shall be responsible for the payment of the costs to register the shares subject to such exercise by him that would not otherwise be incurred by VIASPACE in its usual course of business (e.g., Chang will not be responsible for costs of audit fees for any such audit that may otherwise be conducted); provided, further, that Chang (nor any transferees of such shares) may not sell during any calendar quarter more than the greater of either (1) two and one half (2.5) times the volume limitation pursuant to Rule 144(e) promulgated under the Securities Act of 1933, as amended, or (2) forty million (40,000,000) shares (as adjusted for any stock splits, stock dividends, recapitalizations, combinations and the like) of all such shares that are to be registered pursuant to his demand registration rights, without the prior written consent of VIASPACE, which consent shall not be unreasonably delayed, denied, conditioned or withheld (the "Trickle Out"); provided, further, that such Trickle Out does not otherwise undermine or adversely affect the effectiveness of such Registration Statement; Page 3 (vi) The Registration Rights Agreement, dated as of May 14, 2010, and entered into by and among VGE, Sung Hsien Chang, Hsiu Fen Su, Chun Hao Chang, Jay Chang, each individual residents of the State of Georgia, and Green Solutions Group Ltd, a British Virgin Islands company; (vii) Sections 5.1 through 5.6, and 5.7.4 and the rights associated therewith of the Share Purchase Agreement, dated as of the __ day of April 2010, entered into by VIASPACE and Sung Chang, as amended; (viii) VIASPACE's obligation to satisfy the accrued vacation pay earned through the Closing by each of the Former Employees in connection with the performance of employment services for and on behalf of VIASPACE and VGE prior to and through such Closing; (ix) Claims for which a Released Party is not lawfully permitted to release (the "Preserved Claims"); provided, however, that to the extent that any such Preserved Claims are asserted against any Chang Indemnified Party, then notwithstanding any provision in this Agreement to the contrary, this Agreement and the Covenant Not to Sue (as defined in the Recapitalization Agreement) shall be and become null and void with respect to any such affected Chang Indemnified Party; (x) VGE's obligation to satisfy the accrued vacation pay earned through the Closing by Sung Chang in connection with the performance of employment services for and on behalf of VGE prior to and through such Closing; and (xi) The independent contractor agreement to be entered into by and between VGE and Stephen Muzi ("Muzi") for the performance by him of certain Chief Financial Officer and Secretarial services for and on behalf of VGE from the effective date of the Recap Term Sheet until November 15, 2012 at $5,000 per month (in order to file the second quarter and third quarter SEC 10-Q's) and for such longer period as the parties may mutually agree and that certain Business Protection Agreement entered into of even date therewith by and between VGE and Muzi (the "Muzi Agreement"). 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