ContractEvolution Resources, Inc. • August 6th, 2009 • Services-help supply services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 31, 2009, by and among Evolution Resources, Inc., a Nevada corporation, with principal offices located at 43 Yazoo Avenue, Clarksdale, Mississippi 38614 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
SECURITY AGREEMENTSecurity Agreement • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July __, 2009 among EVOLUTION RESOURCES, INC., a Nevada corporation (the “Company”), EVOLUTION RESOURCES, INC., a Delaware corporation (“ER Sub”), LIQUAFACTION CORPORATION, a Washington corporation (“Liquafaction”), LIQUA ETHANOL, LLC, a Washington limited liability company (“Liqua”, Liqua, ER Sub, Liquafaction and the Company, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter d
PLEDGE AGREEMENTPledge Agreement • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
THIS PLEDGE AGREEMENT, made as of this __ day of July, 2009 (this “Agreement”), is between EVOLUTION RESOURCES, INC., a Nevada corporation (the “Pledgor”), and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this ___ day of July, 2009, jointly and severally, by each of Evolution Resources, Inc., a Delaware corporation (“ER Sub”), Liquafaction Corporation, a Washington corporation (“Liquafaction”), Liqua Ethanol, LLC, a Washington limited liability company (“Liqua”; Liqua, ER Sub and Liquafaction, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of Harborview Master Fund, L.P., a British Virgin Islands limited partnership, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defin
FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
This DEPOSIT ACCOUNT CONTROL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among the Bank identified above, the Company identified above (the “Company”), the Other Debtors identified above (the “Other Debtors”) and the Secured Party/Pledgee identified above (the “Collateral Agent”) is dated as of the date written above.
