REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2007 • Nova Biosource Fuels, Inc. • Petroleum refining • New York
This Registration Rights Agreement (this “Agreement”), dated September 27, 2007, is entered by and among Nova Biosource Fuels, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
NOVA BIOSOURCE FUELS, INC., THE GUARANTORS LISTED HEREIN, NOVA HOLDING SENECA LLC, AND THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeIndenture • October 4th, 2007 • Nova Biosource Fuels, Inc. • Petroleum refining • New York
INDENTURE dated as of September 28, 2007 between Nova Biosource Fuels, Inc., a Nevada corporation (including any successors or assigns, the “Company”), the Guarantors (as defined below), Nova Holding Seneca LLC, a Delaware limited liability company (“Seneca”), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2007 • Nova Biosource Fuels, Inc. • Petroleum refining • New York
This Securities Purchase Agreement (this “Agreement”), dated September 27, 2007, is entered into by and between Nova Biosource Fuels, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
September 28, 2007Letter Agreement • October 4th, 2007 • Nova Biosource Fuels, Inc. • Petroleum refining • New York
This letter agreement will confirm the understandings between Nova Biosource Fuels, Inc. (“Nova”) and you, as a stockholder of Nova, in connection with Nova’s private placement of up to $55.0 million of 10% Convertible Senior Secured Notes due 2012 (the “Notes”), which closed on September 28, 2007. Prior to the offering, Jefferies & Company, Inc. (“Jefferies”), the placement agent for the Notes, advised Nova that, to successfully market the offering, buyers of convertible securities must be able to borrow shares of Nova common stock on customary terms in order to hedge purchases of the Notes. Based on the existing public float of Nova’s stock, there was not a sufficient number of shares available in the market to borrow on customary terms. Accordingly, Jefferies stated to Nova that the proposed investors in the Notes would only proceed with the private placement if you, as a significant stockholder of Nova, agreed for a period until September 28, 2012 (the “Availability Period”), to pe
SHARE LOAN REGISTRATION RIGHTS AGREEMENT AMONG NOVA BIOSOURCE FUELS, INC., A NEVADA CORPORATION, THE LENDERS LISTED HEREIN AND JEFFERIES & COMPANY, INC. AS OF SEPTEMBER 28, 2007Share Loan Registration Rights Agreement • October 4th, 2007 • Nova Biosource Fuels, Inc. • Petroleum refining • New York
Nova Biosource Fuels, Inc., a corporation organized under the laws of Nevada (the “Company”), proposes to issue and sell to certain purchasers (the “Purchasers”), its 10% Convertible Senior Secured Notes due 2012 (the “Notes”), upon the terms set forth in the Purchase Agreement between the Company and each of the Purchasers dated as of September 27, 2007 (the “Purchase Agreement”). The Notes will be convertible into fully paid, nonassessable shares of common stock, par value $.001 per share, of the Company (the “Common Stock”) on the terms, and subject to the conditions, set forth in the Indenture (as defined herein).
MASTER SECURITIES LOAN AGREEMENTMaster Securities Loan Agreement • October 4th, 2007 • Nova Biosource Fuels, Inc. • Petroleum refining • New York
termination of the Terminated Loan shall pay to the other party a Breakage Fee computed in accordance with Section 6 of this Annex with respect to that portion of the Term Loan Amount for which a Replacement Loan is not entered into and (b) upon the transfer by Borrower to Lenders of the Loaned Securities subject to the Terminated Loan, Lenders shall transfer to Borrower Collateral for the Terminated Loan in accordance with and to the extent required under the Agreement, provided that no Default has occurred with respect to Borrower.
September 28, 2007Nova Biosource Fuels, Inc. • October 4th, 2007 • Petroleum refining
On the terms set forth in the Master Securities Loan Agreement dated as of September 28, 2007 (the “Loan Agreement”), between the undersigned and Jefferies & Company, Inc. (“Jefferies”), and for other good and valuable consideration, the receipt of which is hereby acknowledged, notwithstanding any other agreement, the undersigned has agreed to lend or re-lend, in case the loan is terminated, to Jefferies up to 4.5 million shares (as such number of shares may be reduced based upon assignments permitted by the last paragraph hereof, the “Borrowed Shares”) of common stock of Nova Biosource Fuels, Inc., a Nevada corporation (the “Issuer”), owned beneficially and of record by the undersigned. The undersigned hereby agrees not to dispose of or encumber or otherwise impair in any fashion at any time, the availability of such Borrowed Shares during the Availability Period. The “Availability Period” shall mean (i) the period commencing on the date hereof and ending on September 28, 2012. The un
