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FOUR RIVERS BIOENERGY INC. COMMON STOCK PURCHASE WARRANT

Warrant Agreement

FOUR RIVERS BIOENERGY INC. COMMON STOCK PURCHASE WARRANT | Document Parties: KREIDO BIOFUELS, INC. | FOUR RIVERS BIOENERGY INC You are currently viewing:
This Warrant Agreement involves

KREIDO BIOFUELS, INC. | FOUR RIVERS BIOENERGY INC

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Title: FOUR RIVERS BIOENERGY INC. COMMON STOCK PURCHASE WARRANT
Governing Law: Nevada     Date: 3/31/2009
Industry: Chemical Manufacturing     Sector: Basic Materials

FOUR RIVERS BIOENERGY INC. COMMON STOCK PURCHASE WARRANT, Parties: kreido biofuels  inc. , four rivers bioenergy inc
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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 Regis


 
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