PRE-FORMATION AGREEMENT AND SUBSCRIPTION
This Pre-Formation Agreement and Subscription is made and entered as of the 7th day of March, 2008, by and
between ALL Fuels & Energy Company, a Delaware corporation (“AFSE”), and JBTL Partners, LLC, a
Wisconsin limited liability company (“JBTL”), which parties may be referred to individually as a “Party” or jointly
as the “Parties”.
WHEREAS, the parties desire to form a new Florida limited liability company, for the purpose of participating in
the development and subsequent commercialization of the Chloroplast Transformation Technology (the “CTT”)
developed by Dr. Henry Daniell at the University of Central Florida;
WHEREAS, the parties desire to determine and establish the rights, duties, powers, disabilities, benefits and
liabilities between and among them and with respect to the new Florida limited liability company; and
WITNESSETH, therefore, the agreement of the parties, the promises of each being consideration for the
promises of the other:
The terms listed below shall, for the purposes of this Agreement, have the meanings ascribed to them, as
A. “AFSE” means ALL Fuels & Energy Company, a Delaware corporation.
B. “Agreement” means this Pre-Formation Agreement and Subscription, including all schedules and exhibits
C. “JBTL” means JBTL Partners, LLC, a Wisconsin limited liability company.
D. “Project LLC” means AFSE Enzyme, LLC, a to-be-formed Florida limited liability company.
II. AGREEMENT TO FORM BUSINESS STRUCTURE
The parties hereto agree to take all steps necessary to cause the formation of Project LLC, in conformity with
A. Formation of Project LLC. The Parties agree to cause the formation of Project LLC as soon as is
practicable following the mutual execution of this Agreement. The Parties further agree that Eric Newlan, Esquire,
will be the organizer of Project LLC in effecting the proposed formation of such entity, on behalf of the