To build a state of the art, multi-product, integrated bioenergy facility on its approximately 437 acre site located on the Tennessee River approximately 12 miles upriver of Paducah, near Calvert City, Marshall County, Kentucky. This is expected to be completed in a number of phases, and is currently planned to include biodiesel, bio-ethanol and their co-products together with renewable power generation and integration of these facilities with an infrastructure development to facilitate optimum logistics capability

EX-10.25 5 c83243exv10w25.htm EXHIBIT 10.25 Exhibit 10.25
Exhibit 10.25
EXECUTION VERSION
NEITHER THIS COMMON STOCK PURCHASE WARRANT (“THIS WARRANT”) NOR THE SECURITIES ISSUBALE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.
FOUR RIVERS BIOENERGY INC.
COMMON STOCK PURCHASE WARRANT
     
Date of Issuance: March 5, 2009   Number of Warrant Shares: 200,000
1. Warrant.
FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, Four Rivers BioEnergy, Inc., a corporation incorporated under the laws of the State of Nevada (together with its successors and assigns, the “Company”), hereby grants to Kreido Biofuels, Inc., or its registered assigns (the “Holder”), the right to purchase up to 200,000 shares of common stock, par value $0.001 per share (the “Common Stock”), from the Company (each such share a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price of $8.00 per share, as adjusted from time to time as provided in Section 6 (the “Exercise Price”), at any time and from time to time after the date hereof and through and including 5:00 p.m., New York City time, on March 5, 2014 (the “Expiration Date”).
2. Exercise.
2.1 Exercise Form.
(a) In order to exercise this Warrant, the Notice of Exercise in the form attached hereto must be duly executed and completed and delivered to the Company, together with this Warrant and payment of the Exercise Price for the Warrant Shares being purchased. If this Warrant shall not be exercised at or before 5:00 p.m., New York City time, on the Expiration Date, this Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.
(b) (i) If, and only if, (y) one hundred eighty (180) days following the Expiration Date, the Warrant Shares are not subject to an effective registration statement, and (z) the Warrant Shares are Registrable Securities, as such term is defined in Section 5.1(d), the Warrant the Holder may, at its election, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Exercise Price, elect a “net issue” or “cashless” exercise and receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x (B - C))/B.

 

 


 

(ii) For purposes of the foregoing formula:
A= the total number shares with respect to which this Warrant is then being exercised;
B= the last reported sale price (as reported by the OTC Bulletin Board) of the Common Stock on the trading date immediately preceding the date of the exercise of this Warrant; and
C= the Exercise Price then in effect at the time of such exercise.
(c) For purposes of a Cashless Exercise, the term “date of exercise” means the date on which the Company shall have received (i) this Warrant, (ii) a Notice of Exercise (in the form attached to this Warrant) appropriately completed and duly signed, and (iii) payment if applicable, of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.
(d) In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 9.6.
2.2 Legend. Each certificate for Warrant Shares issued under this Warrant shall bear a legend as follows, unless such Warrant Shares have been registered under the Securities Act of 1933, as amended (“Act”):
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE LAW. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.”
3. Transfer.
3.1 General Restrictions. The registered Holder of this Warrant, by its acceptance hereof, agrees that it will not sell, transfer or assign or hypothecate this Warrant to anyone except upon compliance with, or pursuant to exemptions from, applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with this Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall immediately transfer this Warrant on the books of the Company and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of shares of Common Stock purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

 

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3.2 Restrictions Imposed by the Securities Act. This Warrant and the Warrant Shares underlying this Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that such securities may be transferred without compliance with the registration requirements under Section 5 of the Securities Act, which opinion is established to the reasonable satisfaction of the Company, or (ii) a registration statement relating to such Warrant Shares has been filed by the Company and declared effective by the Securities and Exchange Commission.
4. New Warrants to be Issued.
4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation, together with the duly executed exercise or assignment form and satisfaction of any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Warrant of like tenor to this Warrant in the name of the Holder evidencing the right of the Holder to purchase the aggregate number of shares of Common Stock purchasable hereunder as to which this Warrant has not been exercised or assigned.
4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and of reasonably satisfactory indemnification, the Company shall execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.
5. Registration Rights.
5.1 “Piggy-Back” Registration.
(a) The holder(s) of Registrable Securities (as defined below) shall have the right from the date hereof through the date that is one hundred eighty (180) days following the Expiration Date to include all or any part of their Registrable Securities as part of any registration of securities filed by the Company (other than by a registration statement on Form S-4 or S-8 or any successor form thereto); provided, that, if, at anytime after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.
(b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities, but the holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding Registrable Securities with not less than twenty days written notice prior to the proposed date of filing of such registration statement. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice to the Company, within ten days of the receipt of the Company’s notice. The Company shall use its commercially reasonably efforts to cause any registration statement filed pursuant to this Section 5 to remain effective until all Registrable Securities thereunder have been sold, or are freely tradable without registration pursuant to Rule 144 under the Securities Act (or any similar provisions that are then in effect).

 

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(c) If the Company proposes to register any of its securities in connection with an underwritten offering on behalf of the Company and the managing underwriter of such underwritten offering for the Company shall advise the Company in writing that the number of Registrable Securities requested to be included in such registration statement exceeds the number of securities which can be sold in an orderly manner in or proximate to such offering within a price range acceptable to the Company, then the Company shall include in such registration: (i) first, all securities proposed by the Company to be sold for its own account; (ii) second, Registrable Securities requested by the holders thereof to be included in such registration, pro rata among such holders, that the managing underwriter agrees may be included in the registration statement for the underwritten offering, and such Registrable Securities shall be only included if the holders thereof agree not to sell their Registrable Securities for a period of up to 180 days as the managing underwriter reasonably requests; and (iii) third, securities of other selling security holders requested to be included in such registration statement, provided, that all the Registrable Securities have been included in the registration statement, unless such securities have equal registration rights with the Registrable Securities, in which case to the extent the managing underwriter permits the inclusion of the Registrable Securities and the securities of others, the included Registrable Securities and other securities will be pro rated first as to the holders of the same or similar registration rights and then pro rated within such group of holders, or as they agree.
(d) As used in this Warrant, the term “Registrable Securities” means this Warrant and the Warrant Shares. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when (i) they have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (ii) they are or may be sold or transferred without registration pursuant to Rule 144(i) under the Securities Act (or any similar provisions that are then in effect) without regard to any volume limitations set forth in such rule.
5.2 General Terms.
(i) 5.2.1 Indemnification.
(a) The Company shall indemnify the holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such holder(s) within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement. The holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from the information furnished by or on behalf of such holders, in writing, for specific inclusion in such registration statement.

 

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(b) If any action is brought against a party hereto, (“Indemnified Party”) in respect of which indemnity may be sought against the other party (“Indemnifying Party”), such Indemnified Party shall promptly notify the Indemnifying Party in writing of the institution of such action and the Indemnifying Party shall assume the defense of such action, including the employment and fees of counsel reasonably satisfactory to the Indemnified Party. Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense of such action; (ii) Indemnifying Party shall not, within a reasonable amount of time, have employed counsel to defend such action; or (iii) such Indemnified Party shall have been advised by counsel that, in such counsel’s opinion, there is one or more legal defenses available to it which result in a conflict between the Indemnified Party and Indemnifying Party (in which case Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events, the reasonable fees and expenses of not more than one additional firm of attorneys designated in writing by the Indemnified Party, and reasonably acceptable to the Indemnifying Party, shall be borne by Indemnifying Party. Notwithstanding anything to the contrary contained herein, if Indemnified Party shall assume the defense of such action as provided above, Indemnifying Party shall not be liable for any settlement of any such action effected without its prior written consent.
(c) If the indemnification or reimbursement provided for hereunder is finally judicially determined by a court of competent jurisdiction to be unavailable to an Indemnified Party (other than as a consequence of a final judicial determination of willful misconduct, bad faith or gross negligence of such Indemnified Party), then Indemnifying Party agrees, in lieu of indemnifying such Indemnified Party, to contribute to the amount paid or payable by such Indemnified Party (i) in such proportion as is appropriate to reflect the relative benefits received, or sought to be received, by Indemnifying Party on the one hand and by such Indemnified Party on the other or (ii) if (but only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of Indemnifying Party and of such Indemnified Party; provided; however; that in no event shall the aggregate amount contributed by a holder of Registrable Securities exceed the net amount of proceeds received by such holder from the sale of its Registrable Securities pursuant to such registration statement.
(d) The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.
(ii) 5.2.2 Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

 

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6. Adjustments.
6.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of shares of Common Stock underlying this Warrant shall be subject to adjustment from time to time as hereinafter set forth:
(i) 6.1.1 Stock Dividends — Recapitalization, Reclassification, Split-Ups. If after the date hereof, and subject to the provisions of Section 6.2, the number of outstanding shares of Common Stock is increased by a stock dividend on the Common Stock payable in shares of Common Stock or by a split-up, recapitalization or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock issuable on exercise of this Warrant shall be increased in proportion to such increase in outstanding shares.
(ii) 6.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 6.2, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, upon the effective date thereof, the number of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.
(iii) 6.1.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section 6.1, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.
(iv) 6.1.4 Replacement of Securities upon Reorganization, etc. In case the Company at any time prior to the Expiration Date shall do any of the following (each, a “Triggering Event”): (A) consolidate with or merge into any other person, company or entity and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) transfer, sell or otherwise dispose of all or substantially all of its assets to any other person, company or entity, then, and in the case of each such Triggering Event, the Holder of this Warrant shall have the right, upon the exercise hereof at any time after the consummation of such Triggering Event, but prior to the Expiration Date and to the extent this Warrant is not exercised prior to such Triggering Event, to receive, and shall accept, at the Exercise Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the shares of Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securities, cash and/or property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in this Section 6. Notwithstanding anything herein to the contrary, the rights under this Warrant, including the rights set forth in this Section 6.1.4, shall terminate upon the completion by the Company of a plan for, and filing with the Company’s state of incorporation of a notice of, its dissolution, liquidation, winding up or similar action by the Company.

 

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(v) 6.1.5 Changes in Form of Warrant. The form of this Warrant need not be changed because of any adjustments in the Exercise Price or the number and kind of securities issuable upon the exercise of this Warrant.
6.2 Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares of Common Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights.
7. Validity and Reservation. The Company represents and warrants that this Warrant has been duly authorized and validly issued and is the binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock such number of shares of Common Stock for which this Warrant may from time to time be issuable. The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder.
8. Certain Notice Requirements.
8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the Expiration Date, any of the events described in Section 8.2 shall occur, then the Company shall give written notice of such event at least ten days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be.
8.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution, or (ii) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a merger or reorganization in which the Company is not the surviving party, or (iv) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business shall be proposed.
8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

 

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8.4 Transmittal of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed to have been duly made on the date of delivery if delivered personally or sent by overnight courier, with acknowledgment of receipt by the party to which notice is given, or on the fifth day after mailing if mailed to the party to whom notice is to be given, by registered or certified mail, return receipt requested, postage prepaid and properly addressed as follows: (i) if to the registered Holder of this Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to its principal executive office.
9. Miscellaneous.
9.1 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.
9.2 Entire Agreement. This Warrant constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.3 Binding Effect. This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their respective successors, legal representatives and permitted assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.
9.4 Governing Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with the law of the State of Nevada, without giving effect to conflict of laws. Except as otherwise provided in Section 9.6, the parties hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced in the courts of the State of Nevada or of the United States of America in a district court located in the state of Nevada, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon such party in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

 

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9.5 Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
9.6 Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within five (5) business days of receipt of the Notice of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within five (5) business days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within three (3) business days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company, and reasonably acceptable to the Holder, or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent auditor. The Company shall cause at its expense the investment bank or the auditor, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) business days from the time it receives the disputed determinations or calculations. Such investment bank’s or auditor’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.
9.7 Enforcement. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
[signature page follows]

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the date first set forth above.
         
  FOUR RIVERS BIOENERGY INC.
 
 
  By:   /s/ Gary Hudson    
    Name:   Gary Hudson   
    Title:   President   
[Signature page to Warrant]

 

 


 

Form of
Notice of Exercise

(to be executed by the Holder)
To Four Rivers BioEnergy Inc.:
The undersigned hereby elects irrevocably to exercise this Warrant on                      (date), and to purchase thereunder                      full shares of Four Rivers BioEnergy Inc. common stock issuable upon exercise of the Warrant and delivery of:
(1) $                     (in cash as provided for in the foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to such Warrant; and
(2)                      shares of Common Stock (pursuant to a Cashless Exercise in accordance with Section 2 of the Warrant).
The undersigned requests that certificates for such shares be issued in the name of:
 
(Please print name, address and social security or federal employer
identification number (if applicable))
 
 
If the shares issuable upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire upon the exercise of the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued in the name of and delivered to:
 
(Please print name, address and social security or federal employer
identification number (if applicable))
 
 
                                 
Date:           Name of Holder (print):        
            (Signature):                
                       
 
          (By):                    
                     
 
          (Title):                    
                     
 
          Dated:                    
                     
Note: Signature must conform in all respects to the name of
the Warrant Holder as specified on the face of the Warrant.

 

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Form to be used to assign Warrant:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the within Warrant):
FOR VALUE RECEIVED,                                          does hereby sell, assign and transfer unto                                          the right to purchase                                          shares of Common Stock of                                          (“Company”) evidenced by the within Warrant and does hereby authorize the Company to transfer such right on the books of the Company.
Dated:                     , 20     
                 
    Name of Warrant Holder:    
 
               
 
  (Print):            
             
 
  (By):            
 
     
 
   
 
  (Name):            
 
     
 
   
 
  (Title):            
 
     
 
   
 
 
Note: Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant.