0001137091-07-000515 Sample Contracts

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...
General Environmental Management, Inc • November 6th, 2007 • Blank checks • New York

GENERAL ENVIRONMENTAL MANAGEMENT, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, VALENS OFFSHORE SPV II, CORP., or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through the close of business October 31, 2014 (the “Expiration Date”), up to 476,509 fully paid and non-assessable shares of Common Stock (as hereinafter defined), $0.001 par value per share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein.

SECURITIES PURCHASE AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE PURCHASERS From Time to Time Party Hereto and GENERAL ENVIRONMENTAL MANAGEMENT, INC. Dated: October 31, 2007
Securities Purchase Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2007, among GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for each Purchaser, (the “Agent” and together with the Purchasers, the “Creditor Parties”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York

This Agreement is made pursuant to the Securities Purchase Agreement dated as of the date hereof by and between the Company, the Investor, the other Purchasers and the LV Administrative Services Corp., as administrative and collateral agent for the Purchasers (as amended, restated modified and/or supplemented from time to time, the “Purchase Agreement”).

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York

THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of October__, 2007 by and among LV ADMINISTRATIVE SERVICES, INC., as administrative and collateral agent for the Creditor Parties (as defined below) (the “Pledgee”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), and each of the undersigned parties, other than the Agent (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).