STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • October 7th, 2014 • Ceres Global Ag Corp. • Ontario
THIS AGREEMENT (the “Agreement”) has been entered into as of October 7, 2014, by and among Ceres Global Ag Corp. (“Ceres”); VN Capital Fund C, LP (“VN Capital”), a limited partnership managed by VN Capital Management, LLC, a company with registered office in Wilmington, Delaware; Whitebox Multi-Strategy Partners, L.P. and Whitebox Credit Arbitrage Partners, L.P. (together, “Whitebox”), limited partnerships managed by Whitebox Advisors, LLC, a company with registered office in Dover, Delaware; and Highbridge International LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P. (together, “Highbridge”, and together with VN Capital and Whitebox, the “Standby Purchasers”), a company and a limited partnership advised by Highbridge Capital Management LLC, a company with registered office in Wilmington, Delaware; for greater certainty, Whitebox shall be treated as one Standby Purchaser under this Agreement.
