INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2007, by and among BUCKEYE VENTURES, INC., a Michigan corporation, with its principal office located at 4455 Lamont Street, Suite 3, San Diego, CA 92109 (the “Company”), and the undersigned investors (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of June 29, 2007, by and between BUKEYE VENTURES, INC., (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
WARRANTWarrant • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Michigan
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Nevada
This Agreement and Plan of Merger (the “Agreement”) is made and entered into this 3rd day of August 2007, by and between Buckeye Ventures, Inc., a Michigan corporation (the “Michigan Company”) and Buckeye Ventures, Inc., a Nevada corporation (the “Nevada Company”) (the Michigan Company and the Nevada Company are sometimes referred to herein individually as a “Merging Company” and, collectively, as the “Merging Companies”).
