VOTING AGREEMENT AND
PROXY
This Voting Agreement and Proxy, dated as of
March 5, 2009 (this “ Agreement ”), is
entered by and between Four Rivers BioEnergy Inc., a Nevada
corporation (the “ Company ”), and Kreido
Biofuels, Inc., a Nevada corporation (the “
Shareholder ”).
WHEREAS, the Shareholder is the owner of record
of 300,000 shares of common stock, par value $0.001 per share, of
the Company (the “ Escrow Shares ”);
and
WHEREAS, the Escrow Shares are subject to the
terms of that certain Securities Escrow Agreement, of even date
herewith, by and between the Company and the Shareholder (the
“ Escrow Agreement ”); and
WHEREAS, the Shareholder deems it desirable to
enter into this Agreement to benefit the Company pursuant to the
terms and conditions of that certain Asset Purchase Agreement,
dated as of January 28, 2009, by and among the Company, the
Shareholder and the other parties thereto.
NOW, THEREFORE, in consideration of the premises
and the mutual covenants herein contained, the parties agree as
follows:
Voting
Agreement and Proxy.
The Shareholder hereby agrees that at any time
prior to the termination of the Escrow Agreement, the Company shall
be entitled to direct the Shareholder, and the Shareholder shall
take all action necessary or appropriate, in its capacity as a
stockholder of the Company, to vote the Shares then held in escrow
under the Escrow Agreement as directed by the
Company.
The Shareholder does hereby make, constitute and
appoint each of the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer, acting together or if only
one shall be present that person with full power to act alone, its
true and lawful attorney, for it and in its name, place and stead,
to act as its proxy to vote and to execute written consents of
shareholders in lieu of a meeting in respect to all of the Escrow
Shares which are held in escrow under the Escrow Agreement on the
record date of the matter then being acted upon by the
Company’s shareholders. The Shareholder hereby gives and
grants to its said attorneys full power and authority to do and
perform each and every act and thing necessary or desirable to be
done in and about the premises, as fully as it might or could do if
personally present, with full power of substitution, appointment,
and revocation, hereby ratifying and confirming all that its said
attorneys shall do or cause to be done by virtue hereof. The proxy
represented by this paragraph 1(b) is coupled with an interest, and
this proxy shall not be revocable or revoked by the Shareholder,
shall be binding upon the Shareholder’s successors and
assigns, and shall insure to the benefit of the Company’s
successors and assigns. This proxy shall be valid indefinitely and
shall expire only on the termination of this Agreement pursuant to
Section 1.3 below.
The Shareholder hereby represents and warrants
to the Company that it has full power and authority to make, enter
into and carry out the terms of this Agreement.
Lock Up Agreement. During the term of this
Agreement, unless otherwise specifically permitted by the express
terms of the Escrow Agreement, the Shareholder agrees that it will
not, directly or indirectly: (i) sell or offer or contract to sell or offer,
grant any option or warrant for the sale of, assign, transfer,
pledge, hypothecate, or otherwise enc
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