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”).
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”).
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, Assignment of Leases and Rents, and Fixture Filing • 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.
COMPOSITE GUARANTEE AND DEBENTURE betweenComposite Guarantee and Debenture • May 11th, 2011 • Four Rivers Bioenergy Inc. • 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)
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.
Dated May 5, 2011 DEED OF PRIORITY between and and Hill Dickinson LLP 50 Fountain Street Manchester M2 2AS Ref: PK www.hilldickinson.comDeed of Priority • May 11th, 2011 • Four Rivers Bioenergy Inc. • 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 as agent for and on behalf of the Secured Parties (Senior Creditor).
