SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2011 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 5, 2011, between Four Rivers BioEnergy Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTFour Rivers Bioenergy Inc. • May 11th, 2011 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GCP VIII, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Four Rivers BioEnergy Inc., a Nevada corporation (the “Company”), up to 730,689 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • May 11th, 2011 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
This SECURITY AGREEMENT, dated as of May 5, 2011 (this “Agreement”), is among Four Rivers BioEnergy Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries , the “ Guarantors ” and together with the Company , the “Debtors”) and the holders of the Company’s Senior Secured Original Issue Discount Convertible Debentures due two years following their issuance, in the original aggregate principal amount of up to $5,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • May 11th, 2011 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
This Subordination Agreement is made as of May 5, 2011, by and between GCP VIII LLC, a Delaware limited liability company (“Purchaser”), and Four Rivers BioEnergy Inc., a Nevada corporation (“Company”).
