GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • June 21st, 2010 • Greenshift Corp • Sanitary services • New Jersey
This GLOBAL GUARANTY AGREEMENT dated as of June __, 2010 (the “Guaranty”), is given by each of the individuals and entities listed on Schedule 1 attached hereto following (jointly, severally, and collectively, the “Guarantors”) in favor of YA CORN OIL SYSTEMS, LLC (together with its successors and assigns, the “Secured Party”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Security Agreement (as defined below).
FIRST AMENDMENT TO GLOBAL FORBEARANCE AGREEMENTGlobal Forbearance Agreement • June 21st, 2010 • Greenshift Corp • Sanitary services
This FIRST AMENDMENT TO GLOBAL FORBEARANCE AGREEMENT (this “Amendment”) is dated as of June __, 2010, by and between (i) VIRIDIS CAPITAL, LLC (“Viridis”), (ii) GREENSHIFT CORPORATION (“GreenShift”), (iii) the subsidiaries and affiliates of GreenShift and Viridis listed on Schedule 1 attached hereto (the “Subsidiaries”) (Viridis, GreenShift and the Subsidiaries shall be collectively referred to herein as the “Obligors”), and (ii) YA GLOBAL INVESTMENTS, L.P., formerly known as Cornell Capital Partners, LP, a Cayman Island exempt limited partnership (the “Lender”), and having offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302.
Re: AGREEMENT TO ACCEPT COLLATERAL IN SATISFACTION OF OBLIGATIONLetter Agreement • June 21st, 2010 • Greenshift Corp • Sanitary services
Reference is made to (i) that certain Secured Demand Note dated June ___, 2010 (the “Note”) made by GS COES (Yorkville I), LLC (the “Debtor”) payable to YA Global Investments, L.P. (“YA Global”), and assigned to YA Corn Oil Systems, LLC (the “Secured Party”), in the original principal amount of $10,000,000 (the “Note”), (ii) that certain Security Agreement dated as of June __, 2010 (the “Security Agreement”) by and between the Debtor and YA Global, and assigned to the Secured Party; and (iii) that certain Guaranty Agreement dated as of June __, 2010 (the “Guaranty”, and together with the Note and the Security Agreement, the “COES Financing Documents”) executed and delivered by certain of the Debtor’s affiliates (jointly, severally, and collectively, the “Obligors”) to YA Global and assigned to the Secured Party. Capitalized terms used and not defined herein shall have the meanings given thereto in the Security Agreement.
RATIFICATION AND AMENDMENT AGREEMENTRatification and Amendment Agreement • June 21st, 2010 • Greenshift Corp • Sanitary services
This Ratification and Amendment Agreement (the “Agreement”) is made as of June __, 2010 by and among certain parties listed on Schedule 1 attached hereto (collectively, the “Obligors”), and YA Global Investments, L.P. (the “Secured Party”) in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
THIRD AMENDMENT TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 21st, 2010 • Greenshift Corp • Sanitary services
This Third Amendment to Intellectual Property Security Agreement (the “Amendment”) is made as of the __ day of June, 2010 by and among certain parties listed on Schedule 1 attached hereto (collectively, the “GreenShift Parties” ), and YA Global Investments, L.P. (the “Secured Party”), a Cayman Island limited partnership with an office at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302, in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
GLOBAL SECURITY AGREEMENTGlobal Security Agreement • June 21st, 2010 • Greenshift Corp • Sanitary services • New Jersey
THIS GLOBAL SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of June __, 2010, by and among (i) VIRIDIS CAPITAL LLC, a New Jersey limited liability company (“Viridis”), (ii) GREENSHIFT CORPORATION, a Delaware corporation (“GreenShift”), (iii) GS AGRIFUELS CORPORATION, a Delaware corporation (“AgriFuels”), (iv) GS CLEANTECH CORPORATION, a Delaware corporation (“CleanTech,” collectively with Viridis, GreenShift and AgriFuels, the “Companies”), and (v) each subsidiary and affiliate of the Companies listed on Schedule 1 attached hereto (the “Subsidiaries,” collectively with the Companies, the “Grantors”) in favor of YA CORN OIL SYSTEMS, LLC (“the “Secured Party”).
