CREDIT AGREEMENT dated as of November 16, 2011 by and between FULCRUM SIERRA BIOFUELS, LLC, as Borrower, and WM ORGANIC GROWTH, INC., as Lender, Sierra BioFuels Plant, McCarran, NevadaSecurity Agreement • December 9th, 2011 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Nevada
This CREDIT AGREEMENT, dated as of November 16, 2011 (“Agreement”), among Fulcrum Sierra Biofuels, LLC, a Delaware limited liability company, as borrower (“Borrower”), and WM Organic Growth, Inc., a Delaware corporation, as lender (“Lender”).
MASTER PROJECT DEVELOPMENT AGREEMENT between Fulcrum BioEnergy, Inc. and WM Organic Growth, Inc. Dated as of November 16, 2011Master Project Development Agreement • December 9th, 2011 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Texas
This Master Project Development Agreement (“Agreement”) is entered into as of November 16, 2011 (“Effective Date”), between WM Organic Growth, Inc., a Delaware corporation (“WMI”) on behalf of subsidiaries of Waste Management, Inc., and Fulcrum BioEnergy, Inc., a Delaware corporation (“Fulcrum”). Fulcrum and WMI are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTAdoption Agreement • December 9th, 2011 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is dated as of November 16, 2011, by and among (i) Fulcrum BioEnergy, Inc., a Delaware corporation (the “Company”), (ii) the holders of the Series A Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”), listed on Schedule A attached hereto, as it may be amended from time to time in accordance with this Agreement (the “Series A Investors”), (iii) the holders of the Series B-1 Preferred Stock, par value $0.001 per share, of the Company (the “Series B-1 Preferred Stock”), listed on Schedule B attached hereto, as it may be amended from time to time in accordance with this Agreement (the “Series B-1 Investors”), (iv) the holders of the Series B-2 Preferred Stock, par value $0.001 per share, of the Company (the “Series B-2 Preferred Stock” and together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), listed on Schedule C attached hereto, as it may be a
Fulcrum BioEnergy, Inc. Pleasanton, CA 94588 November 16, 2011Letter Agreement • December 9th, 2011 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Delaware
This Letter Agreement (this “Side Letter Agreement”) is made by and among the Company, WMOG and WMI, on behalf of itself and on behalf of its consolidated subsidiaries, and is an integral part of the transactions contemplated by the Equity Purchase Agreement. Capitalized terms used in this Side Letter Agreement but not defined herein shall have the meaning assigned to them in the Equity Purchase Agreement.
FULCRUM BIOENERGY, INC. SECOND AMENDED AND RESTATED SERIES C PREFERRED STOCK PURCHASE AGREEMENT November 8, 2011Series C Preferred Stock Purchase Agreement • December 9th, 2011 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Delaware
This Second Amended and Restated Series C Preferred Stock Purchase Agreement (this “Agreement”), dated as of November 8, 2011, by and among Fulcrum BioEnergy, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached hereto (each an “Existing Investor” and collectively, the “Existing Investors”) and the investors listed on Exhibit B attached hereto (the “New Investors” and together with the Existing Investors, the “Investors”).
