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”).
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. • February 10th, 2012 • 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 98,186 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).
HEADS OF AGREEMENT Heads of Agreement BETWEEN 1. EN FUELS LIMITED, a company registered in England and Wales under company number 05843634 whose registered office is at 30 St. Mary Axe, London, EC3A 8EP and 2. MED-TECH SOLUTIONS, INC. ("Med-Tech") (a...Heads of Agreement • August 30th, 2006 • Med-Tech Solutions, Inc. • Surgical & medical instruments & apparatus
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”).
ContractSubscription Agreement • April 3rd, 2007 • Med-Tech Solutions, Inc. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDAN
SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENTSecurities Purchase and Registration Rights Agreement • August 1st, 2008 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2008, by and among Four Rivers BioEnergy Inc., a Nevada corporation with headquarters located at P.O. Box 1056, 1657 Shar-Cal Road, Clavert City, Kentucky 42029 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
MED-TECH SOLUTIONS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 11th, 2007 • Med-Tech Solutions, Inc. • Surgical & medical instruments & apparatus • New York
This Placement Agent Agreement (the “Agreement”) confirms the retention by Med-Tech Solutions, Inc., a Nevada corporation (“MDTU” or the “Company”), of International Capital Partners SA (“ICP” or the “Placement Agent”; the Company and ICP shall be collectively referred to as the “Parties”), to act as the exclusive sales agent, on a best efforts basis, in connection with the Placement (as defined below) for MDTU, on the terms set forth below.
SUPPLY OF SERVICES AGREEMENTSupply of Services Agreement • March 16th, 2009 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
THIS SUPPLY OF SERVICES AGREEMENT (the “Agreement”) is entered into with effect from February 2, 2009 the “Effective Date”, between Four Rivers BioEnergy, Inc., a Nevada corporation (the “Company”), and The ARM Partnership (“ARM”), of 3rd Floor, 14 South Molton Street, London W1K, a UK Partnership of which Robert Galvin and Martin Thorp are Contractors, whereby ARM agrees to provide certain services (“the Services”) to be provided by Martin Thorp (“the Contractor”) to the Company. The Parties to this Agreement are the Company, ARM and the Contractor.
ASSET PURCHASE AGREEMENT dated as of January 28, 2009 by and between KREIDO BIOFUELS, INC., a Nevada corporation (“Kreido”) And KREIDO LABORATORIES a California corporation (“Kreido Laboratories,” and together with Kreido, “Seller”) and FOUR RIVERS...Asset Purchase Agreement • March 6th, 2009 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of January 28, 2009 (the “Signing Date”), is made by and between KREIDO BIOFUELS, INC., a Nevada corporation (“Kreido”), KREIDO LABORATORIES, a California corporation that is a wholly owned subsidiary of Kreido (“Kreido Labs,” and together with Kreido, “Seller”), and FOUR RIVERS BIOENERGY INC., a Nevada corporation (“FRB”) and The Four Rivers BioEnergy Company, Inc., a Kentucky corporation (“FRB Sub” and together with FRB, the “Buyer”).
ContractCommon Stock Purchase Warrant • April 7th, 2009 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • Nevada
NEITHER THIS COMMON STOCK PURCHASE WARRANT (“THIS WARRANT”) NOR THE SECURITIES ISSUBALE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE TRANSFERRED, OFFERED OR SOLD EXCEPT PURSUANT (A) TO THE TERMS OF THIS WARRANT, (B) TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.
ACQUISITION AGREEMENT BETWEENRelease Notice Agreement • April 3rd, 2007 • Med-Tech Solutions, Inc. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT IS NOT A PROSPECTUS PURSUANT TO SECTIONS 5 OR 10 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D PROMULGATED UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.
ESCROW AGREEMENTEscrow Agreement • April 3rd, 2007 • Med-Tech Solutions, Inc. • Surgical & medical instruments & apparatus • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of March 26, 2007, by and among Med-Tech Solutions, Inc., a Nevada corporation (the “Company”), the purchasers signatories hereto (each a “Purchaser” and together the “Purchasers”), and Sichenzia Ross Friedman Ference LLP, with an address at 1065 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement and the Confidential Private Placement Memorandum referred to in the first recital.
Med-Tech Solutions, Inc.Med-Tech Solutions, Inc. • November 19th, 2007 • Surgical & medical instruments & apparatus
This Variation Agreement is intended to modify only those provisions as set forth herein. The balance of the Acquisition Agreement shall be deemed unchanged by any of the provisions of this Variation Agreement and otherwise confirmed in all respects.
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • February 10th, 2012 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT AND WAIVER AGREEMENT (this “Amendment Agreement”), dated as of February 9, 2012, is entered into by and between Four Rivers BioEnergy Inc., a Nevada corporation (the “Company”) and GCP VIII, LLC (the “Holder”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Purchase Agreement and the 2011 Debenture, as defined below.
and - COMPOSITE GUARANTEE AND DEBENTUREFour Rivers Bioenergy Inc. • April 7th, 2009 • Surgical & medical instruments & apparatus • England
FOUR RIVERS BIOENERGY INC. (a corporation incorporated under the laws of the state of Nevada, United States of America) of 1637 Shar-Cal Road, PO Box 1056, Calvert City, Kentucky 42029, United States of America (“4R”).
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING made by FOUR RIVERS REAL ESTATE, INC. (F/K/A FOUR RIVERS STT DEVELOPMENTS, INC.) AND THE FOUR RIVERS BIOENERGY COMPANY, INC., Mortgagors to GCP VIII LLC, Mortgagee Dated...Mortgage, Security Agreement • May 11th, 2011 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING, dated as of May 5, 2011 is made by FOUR RIVERS REAL ESTATE, INC. (F/K/A FOUR RIVERS STT DEVELOPMENTS, INC.), a Kentucky corporation having a mailing address of 1637 Shar-Cal Road, Calvert City, Kentucky 42029, and THE FOUR RIVERS BIOENERGY COMPANY, INC., a Kentucky corporation having a mailing address of 1637 Shar-Cal Road, Calvert City, Kentucky 42029 (individually, a “Mortgagor” and collectively, the “Mortgagors”), in favor of GCP VIII LLC, a Delaware limited liability company having its principal office and a mailing address at 61 Paine Avenue, New Rochelle, Westchester County, New York 10804 (“Mortgagee”). References to this “Mortgage” shall mean this instrument and any and all renewals, modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument.
DATED APRIL 2009 BLUECREST STRATEGIC LIMITED and ELETTRA SVILUPPO S.R.L. and FOUR RIVERS BIOENERGY INC. and BF GROUP HOLDINGS LIMITED SUBSCRIPTION AND SHAREHOLDERS AGREEMENT relating to BF GROUP HOLDINGS LIMITEDSubscription and Shareholders Agreement • April 7th, 2009 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • England
BLUECREST STRATEGIC LIMITED, a company registered in the Cayman Islands under number CR - 126177 whose registered office is at PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands (“BCS”);
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 20th, 2010 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • Kentucky
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 7th day of September 2010, (the “Effective Date”) by and among FOUR RIVERS STT TRADING COMPANY, INC, a Kentucky Corporation, (“Seller”), and STRATEGY ADVISORS, LLC a Kentucky Limited Liability Company (“Buyer”).
DATED September 16, 2010 FOUR RIVERS BIOFUELS LIMITED and PCF SOLUTIONS LIMITED CONSULTANCY AGREEMENTConsultancy Agreement • September 20th, 2010 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus
FOUR RIVERS BIOFUELS LIMITED incorporated and registered in England and Wales with company number 06768259 whose registered office is at 3rd Floor, 14 South Molton Street, London W1K 5QP (Company); and
MR MARTIN LEE CORBETT AND MRS KATIE CORBETT and VERTA ENERGY TRADING LIMITED DEED OF VARIATION TO A SHARE PURCHASE AGREEMENT ENTERED INTO ON relating to the purchase of Brabners Chaffe Street LLPShare Purchase Agreement • October 5th, 2011 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • England and Wales
Verta Energy Trading Limited incorporated and registered in England and Wales with company number 07413590 whose registered office is at Halifax House 14 Falcon Court, Westlands Way, Stockton On Tees, Teesside, United Kingdom, TS18 3TU (Buyer);
Second Amendment Agreement To Acquisition Agreement Dated March 26, 2007Second Amendment Agreement • November 19th, 2007 • Med-Tech Solutions, Inc. • Surgical & medical instruments & apparatus
This Second Amendment Agreement is made as of the 16th day of November 2007, to that certain Acquisition Agreement dated March 26, 2007, as amended on August 22, 2007 and subject to a Variation Agreement dated June 14, 2007, by and among (a) the Four Rivers BioEnergy Company, Inc., a Kentucky corporation (“4Rivers” or “Company”), (b) Kevin John Alexander, Philip Charles Barnett, Jack N. Dunigan, Gary Hudson, Alastair G. Mack, Stephen John Padgett and Gordon Weightman (together the “Shareholders”) and (c) Med-Tech Solutions Inc., a Nevada corporation (“Med Tech”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 2, 2009 (the “Effective Date”), between Four Rivers BioEnergy, Inc., a Nevada corporation (the “Company”), and Mr. Gary Hudson (the “Executive”).
Distributor AgreementDistributor Agreement • June 8th, 2005 • Med-Tech Solutions, Inc. • Surgical & medical instruments & apparatus • British Columbia
THIS AGREEMENT (“Agreement”) is made this 17th day of May, 2005 by and between Med-Tech Solutions, Inc. a Nevada corporation having its principal offices at #2200 – 1177 West Hastings Street, Vancouver, BC, Canada, V6E 2K3 (hereinafter the “Company”)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 20th, 2010 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • Kentucky
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 7th day of September 2010, (the “Effective Date”) by and among FOUR RIVERS STT TRADING COMPANY, INC, a Kentucky Corporation, (“Seller”), and STRATEGY LICENSING COMPANY, LLC a Kentucky Limited Liability Company (“Buyer”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 31st, 2011 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • England and Wales
Verta Energy Trading Limited incorporated and registered in England and Wales with company number 07413590 whose registered office is at Halifax House 14 Falcon Court, Westlands Way, Stockton On Tees, Teesside, United Kingdom, TS18 3TU (Buyer);
This Amendment Agreement is made this 22-day of August 2007 BETWEENMed-Tech Solutions, Inc. • November 19th, 2007 • Surgical & medical instruments & apparatus
MORTGAGEMortgage • September 20th, 2010 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus
THIS MORTGAGE made and entered into this 7th day of September, 2010, by and between Four Rivers Real Estate, Inc. (f/k/a Four Rivers STT Development Company, Inc.), of 1637 Shar-Cal Road, Calvert City, KY 42029, hereinafter referred to as MORTGAGORS, and Strategy Funding, LLC, of P.O. Box 7766, Paducah, Kentucky 42002-7766, hereinafter referred to as MORTGAGEE .
DATED 2009 FOUR RIVERS BIOENERGY INC. and BF GROUP FINANCE SPV LIMITED LOAN AGREEMENTAgreement • April 7th, 2009 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • England
FOUR RIVERS BIOENERGY INC., a corporation incorporated under the laws of the state of Nevada, USA, whose principal place of business is at 1637 Shar-Cal Road, PO Box 1056, Calvert City, Kentucky 42029, USA (Lender); and
COMPOSITE GUARANTEE AND DEBENTURE betweenFour Rivers Bioenergy Inc. • May 11th, 2011 • Surgical & medical instruments & apparatus • England and Wales
GCP VIII LLC a Delaware corporation whose registered office is at 61 Paine Avenue, New Rochelle, NY 10804 as agent for and on behalf of the Secured Parties (Agent)
CONSULTANCY AGREEMENTConsultancy Agreement • September 20th, 2010 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus
FOUR RIVERS BIOFUELS LIMITED incorporated and registered in England and Wales with company number 06768259 whose registered office is at 3rd Floor, 14 South Molton Street, London W1K 5QP (Company); and
CONSULTANCY AGREEMENTConsultancy Agreement • September 20th, 2010 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus
FOUR RIVERS BIOFUELS LIMITED incorporated and registered in England and Wales with company number 06768259 whose registered office is at 3rd Floor, 14 South Molton Street, London W1K 5QP (Company); and
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 11th, 2011 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
SUBSIDIARY GUARANTEE, dated as of May 5, 2011 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Four Rivers BioEnergy Inc., a Nevada corporation (the “Company”) and the Purchasers.
SUPPLY OF SERVICES AGREEMENTSupply of Services Agreement • March 16th, 2009 • Four Rivers Bioenergy Inc. • Surgical & medical instruments & apparatus • New York
THIS SUPPLY OF SERVICES AGREEMENT (the “Agreement”) is entered into with effect from 1st February 2009 the “Effective Date”, between Four Rivers BioEnergy, Inc., a Nevada corporation (the “Company”), and PCF Solutions Limited (“PCF”), of 1st Floor, Halifax House, Falcon Court, Westland Way, Stockton on Tees, TS18 3TS, a UK Limited Liability Company of which Stephen Padgett and Paul Barkley are Directors and Contractors, whereby PCF agrees to provide certain services (“the Services”) to be provided by Stephen Padgett (“the Contractor”) to the Company. The Parties to this Agreement are the Company, PCF and the Contractor.
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”).
