•] Shares FULCRUM BIOENERGY, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals • New York
FULCRUM BIOENERGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2011 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2011, by and between Fulcrum BioEnergy, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • March 29th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between [Executive Name] (“Executive”) and Fulcrum BioEnergy, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
FULCRUM SIERRA BIOFUELS, LLC FEEDSTOCK SUPPLY AGREEMENT Dated as of September 3, 2010Feedstock Supply Agreement • June 13th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals • New York
THIS FEEDSTOCK SUPPLY AGREEMENT (“Agreement”) is made and entered into as of this 3rd day of September, 2010 (“Effective Date”), between Waste Management of Nevada, Inc., a Nevada corporation (“Supplier”), and Fulcrum Sierra BioFuels, LLC, a Delaware limited liability company (“Fulcrum”). Supplier and Fulcrum are sometimes referred to herein jointly as the “Parties” and individually as a “Party.”
FULCRUM SIERRA BIOFUELS, LLC RESOURCE RECOVERY SUPPLY AGREEMENT Dated as of November 14, 2008Resource Recovery Supply Agreement • January 5th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals • California
THIS RESOURCE RECOVERY SUPPLY AGREEMENT (“Agreement”) is made and entered into as of this day of November, 2008 (“Effective Date”), between Waste Connections of California, Inc., a California corporation (“WCC”), and Fulcrum Sierra BioFuels, LLC, a Delaware limited liability company (“Fulcrum”). WCC and Fulcrum are sometimes referred to herein jointly as the “Parties” and individually as a “Party.”
MASTER PROJECT DEVELOPMENT AGREEMENT between Fulcrum BioEnergy, Inc. and WM Organic Growth, Inc. Dated as of November 16, 2011Master Project Development Agreement • January 5th, 2012 • 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”.
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, NevadaCredit Agreement • January 5th, 2012 • 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”).
EQUITY FUNDING AGREEMENT by and between FULCRUM SIERRA BIOFUELS, LLC and BARRICK GOLDSTRIKE MINES INC. Dated as of February 9, 2011Equity Funding 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”).
FULCRUM BIOENERGY, INC. SECOND AMENDED AND RESTATED SERIES C PREFERRED STOCK PURCHASE AGREEMENT November 8, 2011Series C Preferred Stock Purchase Agreement • January 5th, 2012 • 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”).
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”).
MASTER PROJECT DEVELOPMENT AGREEMENT between Fulcrum BioEnergy, Inc. and Waste Connections, Inc. Dated as of December 19, 2008Master Project Development Agreement • January 5th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals • California
This Master Project Development Agreement (“Agreement”) is entered into as of December 19, 2008 (“Effective Date”), between Waste Connections, Inc., a Delaware corporation (“WCNX”), and Fulcrum BioEnergy, Inc., a Delaware corporation (“Fulcrum”). Fulcrum and WCNX are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.
LIMITED LIABILITY COMPANY AGREEMENT OF FULCRUM SIERRA FINANCE COMPANY, LLC Dated as of February 14, 2012Limited Liability Company Agreement • March 6th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of FULCRUM SIERRA FINANCE COMPANY, LLC (the “Company”), dated as of February 14, 2012, 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.
DEVELOPMENT AGREEMENTDevelopment Agreement • January 5th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Saskatchewan
THIS AGREEMENT is made effective as of May 27, 2008 (the “Effective Date”), by and among Fulcrum Technology Company, LLC (“Fulcrum”), a Delaware limited liability company having its principal place of business at 4900 Hopyard Road, Suite 220, Pleasanton, California 94588, and Nipawin Biomass Ethanol New Generation Co-operative Ltd. (“Nipawin”), a new generation co-operative pursuant to the Laws of the Province of Saskatchewan, Canada, having its principal place of business at Post Office Box 2134, Nipawin, Saskatchewan, Canada S0E 1E0, and Saskatchewan Research Council (“SRC”), a Treasury Board Crown Corporation of the Government of Saskatchewan having its principal place of business at 125 – 15 Innovation Boulevard, Saskatoon, Saskatchewan, Canada S7N 2X8, with reference to the following:
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights 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
MASTER PURCHASE AND LICENSING AGREEMENT BETWEEN INTEGRATED ENVIRONMENTAL TECHNOLOGIES LLC AND FULCRUM BIOENERGY, INC.Master Purchase and Licensing Agreement • October 20th, 2011 • Fulcrum Bioenergy Inc • Industrial organic chemicals • New York
This Master Purchase and Licensing Agreement (this “Agreement” or “Contract”) is made effective as of April 1, 2008, (“Effective Date”) and is by and between Integrated Environmental Technologies LLC, a New York limited liability company having its principal place of business at 1935 Butler Loop, Richland, WA 99354 (“Seller” or “IET”) and Fulcrum BioEnergy, Inc., a Delaware corporation with offices at 4900 Hopyard Road, Suite 220, Pleasanton, CA 94588 (“Fulcrum”). Seller and Fulcrum are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
AMENDMENT TO FULCRUM BIOENERGY, INC. STOCK WARRANTStock Warrant Amendment • March 29th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals
This AMENDMENT TO STOCK WARRANT (“Amendment”) is made and entered into as of March 29, 2012, by and between Fulcrum BioEnergy, Inc., a Delaware corporation, as borrower (the “Company”) and (“Holder”). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Stock Warrant defined below.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 29th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) is made and entered into as of March 21, 2012, by and between Fulcrum Sierra BioFuels, LLC, a Delaware limited liability company, as borrower (“Borrower”) and WM Organic Growth, Inc., a Delaware corporation, as lender (“Lender”). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Credit Agreement defined below.
Fulcrum BioEnergy, Inc. Pleasanton, CA 94588 November 16, 2011Series C Preferred Stock Purchase 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.
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.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FULCRUM SIERRA BIOFUELS, LLC Dated as of February 14, 2012Limited Liability Company Agreement • March 6th, 2012 • Fulcrum Bioenergy Inc • Industrial organic chemicals • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is executed and entered into by Fulcrum Sierra Finance Company, LLC, a Delaware limited liability company (the “Member”), the sole member of Fulcrum Sierra BioFuels, LLC, a Delaware limited liability company (the “Company”), as of February 14, 2012. All capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1.9.
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”).
