EQUITY FUNDING AGREEMENT by and between FULCRUM SIERRA BIOFUELS, LLC and BARRICK GOLDSTRIKE MINES INC. Dated as of February 9, 2011Limited Liability Company Agreement • September 22nd, 2011 • Fulcrum Bioenergy Inc • Nevada
This Equity Funding Agreement (the “Agreement”) is made and entered into as of February 9, 2011 (the “Effective Date”), between FULCRUM SIERRA BIOFUELS, LLC, a Delaware limited liability company (the “Company”), and BARRICK GOLDSTRIKE MINES INC., a Colorado corporation (the “New Member”).
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS TAHOE-RENO INDUSTRIAL CENTER SELLER: TAHOE-RENO INDUSTRIAL CENTER, LLC, a Nevada limited liability company BUYER: Fulcrum Sierra BioFuels, LLC. a Delaware limited liability company or its assigneePurchase and Sale Agreement • September 22nd, 2011 • Fulcrum Bioenergy Inc • Nevada
THIS AGREEMENT is made and entered into by and between TAHOE-RENO INDUSTRIAL CENTER, LLC, a Nevada limited liability company, hereinafter referred to as “Seller”; and Fulcrum Sierra BioFuels, LLC, a Delaware limited liability company, or their assignee, hereinafter referred to as “Buyer”. The last day of execution hereof by a party shall be the effective date (the “Effective Date”) of the Agreement.
ETHANOL PURCHASE AND SALE AGREEMENT BETWEEN TENASKA BIOFUELS, LLC AND FULCRUM SIERRA BIOFUELS, LLC April 16, 2010Ethanol Purchase and Sale Agreement • September 22nd, 2011 • Fulcrum Bioenergy Inc • New York
This Ethanol Purchase and Sale Agreement (“Agreement”) is made effective as of April 16, 2010, (the “Effective Date”), by and between Tenaska BioFuels, LLC, a Delaware limited liability company (“Buyer”), and Fulcrum Sierra BioFuels, LLC, a Delaware limited liability company (“Seller”).
EMPLOYMENT AGREEMENT by and between FULCRUM BIOENERGY, INC. and Dated as ofEmployment Agreement • September 22nd, 2011 • Fulcrum Bioenergy Inc • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 1st, 2007, by and between Fulcrum BioEnergy, Inc., a Delaware corporation (the “Company”) and E. James Macias (“Macias”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FULCRUM SIERRA BIOFUELS, LLC Dated as of April 1, 2008Limited Liability Company Agreement • September 22nd, 2011 • Fulcrum Bioenergy Inc • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FULCRUM SIERRA BIOFUELS, LLC, dated as of April 1, 2008, by and among Fulcrum Sierra Holdings, LLC, a Delaware limited liability company (“Fulcrum”), as the Manager, and the Members listed on the signature pages hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTAdoption Agreement • September 22nd, 2011 • Fulcrum Bioenergy Inc • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is dated as of September 7, 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 am
PURCHASE AGREEMENT dated as of April 1, 2008 by and among FULCRUM SIERRA BIOFUELS, LLC, as Purchaser IMS NEVADA LLC, as Seller and INTEGRATED ENVIRONMENTAL TECHNOLOGIES LLC, as IETPurchase Agreement • September 22nd, 2011 • Fulcrum Bioenergy Inc • New York
This PURCHASE AGREEMENT dated as of April 1, 2008 (the “Closing Date”) is made and entered into by and among Fulcrum Sierra BioFuels, LLC, a Delaware limited liability company (“Purchaser”), IMS Nevada LLC, a Delaware limited liability company (“Seller”), and Integrated Environmental Technologies LLC, a New York limited liability company (“IET”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 6.1.
