0001193125-12-002798 Sample Contracts

FULCRUM SIERRA BIOFUELS, LLC FEEDSTOCK SUPPLY AGREEMENT Dated as of September 3, 2010
Feedstock Supply Agreement • January 5th, 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.”

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FULCRUM SIERRA BIOFUELS, LLC RESOURCE RECOVERY SUPPLY AGREEMENT Dated as of November 14, 2008
Resource 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, 2011
Master 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, Nevada
Credit 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”).

FULCRUM BIOENERGY, INC. SECOND AMENDED AND RESTATED SERIES C PREFERRED STOCK PURCHASE AGREEMENT November 8, 2011
Series 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”).

MASTER PROJECT DEVELOPMENT AGREEMENT between Fulcrum BioEnergy, Inc. and Waste Connections, Inc. Dated as of December 19, 2008
Master 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”.

DEVELOPMENT AGREEMENT
Development 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:

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