THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
GENERAL ENVIRONMENTAL MANAGEMENT, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, VALENS OFFSHORE SPV II, CORP., or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through the close of business October 31, 2014 (the “Expiration Date”), up to 476,509 fully paid and non-assessable shares of Common Stock (as hereinafter defined), $0.001 par value per share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein.
SECURITIES PURCHASE AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE PURCHASERS From Time to Time Party Hereto and GENERAL ENVIRONMENTAL MANAGEMENT, INC. Dated: October 31, 2007Securities Purchase Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2007, among GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for each Purchaser, (the “Agent” and together with the Purchasers, the “Creditor Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
This Agreement is made pursuant to the Securities Purchase Agreement dated as of the date hereof by and between the Company, the Investor, the other Purchasers and the LV Administrative Services Corp., as administrative and collateral agent for the Purchasers (as amended, restated modified and/or supplemented from time to time, the “Purchase Agreement”).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of October__, 2007 by and among LV ADMINISTRATIVE SERVICES, INC., as administrative and collateral agent for the Creditor Parties (as defined below) (the “Pledgee”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), and each of the undersigned parties, other than the Agent (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
ContractConvertible Note • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GENERAL ENVIRONMENTAL MANAGEMENT, INC., A NEVADA CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractConvertible Note Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GENERAL ENVIRONMENTAL MANAGEMENT, INC., A NEVADA CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.
