EXHIBIT 10. 4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT, dated as of February 17     , 2006
(this “Agreement”), is between BioSource America, Inc., a Texas
corporation (the “Company”), and BioSource Fuels, LLC, a Wisconsin
limited liability company, (the “Shareholder”).


 


RECITALS


 


A.            The Shareholder and the Company have
entered into that certain Asset Purchase Agreement, dated as of February 17,
2006 (the “Purchase Agreement”), pursuant to which the Shareholder is
receiving a promissory note (the “Note”), which is convertible into shares of
the Company’s common stock, par value $      per share
(the “Common Stock”).


 


B.            In connection with the closing of
the Purchase Agreement, the Company has agreed to grant the Shareholder certain
registration rights as set forth below.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.             Certain Defined Terms.


 


(a)           For the purposes of this Agreement:


 


“Affiliate”,
with respect to any specified Person, means any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such specified Person.


 


“Business
Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by law to be closed in The City of New York.


 


“control”,
including the terms “controlled by” and “under common control with”,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, as trustee or executor, as general partner or
managing member, by contract or otherwise, including, without limitation, the
ownership, directly or indirectly, of securities having the power to elect a
majority of the board of directors or similar body governing the affairs of
such Person.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and all rules
and regulations promulgated thereunder.


 


“Governmental
Authority” means any United States or non-United States federal, national,
supranational, state, provincial, local or similar government, governmental,
regulatory or administrative authority, branch, agency or commission or any
court, tribunal, or judicial body (including any grand jury).


 

















 


“Holder”
means the Shareholder, for so long as it holds Registrable Securities, and any
direct or indirect transferee of the Shareholder who agrees to become bound by
the provisions of this Agreement in accordance with the terms hereof.


 


“NASD”
means the National Association of Securities Dealers, Inc., or any successor
entity thereof.


 


“Person”
means an individual, corporation, partnership, limited liability company,
limited liability partnership, syndicate, person, trust, association,
organization or other entity, including any Governmental Authority, and
including any successor (by merger or otherwise) of any of the foregoing.


 


“Registrable
Securities” mean (a) the shares of Common Stock issued to the Shareholder
upon conversion of the shares of the Note issued pursuant to the Purchase
Agreement and (b) any securities issuable or issued or distributed (or issuable
upon the conversion, exchange or exercise of any option, warrant, right or
other security that is issued) in respect of any of the Common Stock identified
in clause (a) by way of dividend or stock split or in connection with a
combination of shares, recapitalization, reorganization, merger, consolidation
or otherwise. For purposes of this Agreement, any particular Registrable
Securities shall cease to be such when (i) a Registration Statement
covering such Registrable Securities has been declared effective under the
Securities Act by the SEC and such Registrable Securities have been disposed of
pursuant to such effective Registration Statement, (ii) they shall cease to be
outstanding, (iii) they have been resold to the public pursuant to Rule 144 under
the Securities Act or (iv) they may be resold to the public pursuant to Rule
144(k) (or any successor provision) without any volume, manner of sale or other
restriction, provided that shares of Common Stock shall not be deemed to be
Registrable Securities at any time when the entire amount of such shares held
directly or indirectly by such Holder constitutes less than 1% of the then
outstanding shares of Common Stock and may be distributed to the public
pursuant to Rule 144 (or any successor provision then in effect) under the
Securities Act in any three month period.


 


“Registration
Expenses” means all expenses incident to the Company’s performance of or
compliance with its obligations hereunder including, without limitation, all
SEC and any stock exchange registration, listing, filing or NASD fees, all fees
and expenses of complying with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications), all expenses of the Company in preparing or
assisting in preparing, word processing, duplicating, printing, delivering and
distributing any Registration Statement, any underwriting agreements,
securities sale agreements, certificates and any other documents relating to
the performance under and compliance with this Agreement, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or “comfort” letters
required by or incident to such performance and compliance, any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding underwriting discounts and selling commissions,
selling or placement agent or broker fees and commissions, transfer taxes, if any,
applicable to the sale of Registrable Securities and fees and disbursements of
any counsel employed by any Holder participating in such registration other
than in-house counsel of the Company and outside counsel employed by the
Company for purposes of such registration.


 


“Securities
Act” means the Securities Act of 1933, as amended, and all rules and
regulations promulgated thereunder.


 


“SEC”
means the Securities and Exchange Commission, or any successor thereto.


 


(b)           The following terms have the meanings
set forth it the Sections set forth below:


 


2

















 


 


	
  Definition

  	
   

  	
  Location

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Blackout
  Period

  	
   

  	
  Section 3

  
	
  Common
  Stock

  	
   

  	
  Recitals

  
	
  Company

  	
   

  	
  Preamble

  
	
  Indemnified
  Party

  	
   

  	
  Section 8(c)

  
	
  Indemnifying
  Party

  	
   

  	
  Section 8(c)

  
	
  Participating
  Piggy-Back Holders

  	
   

  	
  Section 2(b)

  
	
  Piggy-Back
  Maximum Number

  	
   

  	
  Section 2(c)

  
	
  Piggy-Back
  Registration

  	
   

  	
  Section 2(a)

  
	
  Purchase
  Agreement

  	
   

  	
  Recitals

  
	
  Registration
  Statement

  	
   

  	
  Section 2(a)

  
	
  Shareholder

  	
   

  	
  Preamble

  



 


2.             Piggy-Back Registration.


 


(a)           If the Company proposes to file on
its behalf and/or on behalf of any holder of its securities (other than a
Holder) a registration statement under the Securities Act on any form (other
than a registration statement on Form S-4 or S-8 or any successor form for
securities to be offered in a transaction of the type referred to in Rule 145
under the Securities Act or to employees of the Company pursuant to any
employee benefit plan, respectively) for the registration of Common Stock), it
will give written notice to all Holders at least twenty (20) days before the
initial filing thereof with the SEC of such registration statement (a “Registration
Statement”), which notice shall set forth the intended method of
disposition of the securities proposed to be registered by the Company. The
notice shall offer to include in such filing the aggregate number of
Registrable Securities as such Holders may request (a “Piggy-Back
Registration”).


 


(b)           Each Holder desiring to have
Registrable Securities registered under this Section 2 (“Participating
Piggy-Back Holders”) shall advise the Company in writing within ten (10)
days after the date of receipt of such offer from the Company, setting forth
the amount of Registrable Securities for which registration is requested. The
Company shall thereupon include in such filing the amount of Registrable
Securities for which registration is so requested, subject to paragraph (c)
below, and shall use its reasonable efforts to effect registration of such
Registrable Securities under the Securities Act.


 


(c)           If the Piggy-Back Registration
relates to an underwritten public offering and the managing underwriter of such
proposed public offering advises in writing that, in its opinion, the amount of
Registrable Securities requested to be included in the Piggy-Back Registration
in addition to the securities being registered by the Company would be greater
than the total number of securities which can be sold in such offering without
delaying or jeopardizing the price, timing or distribution thereof (the “Piggy-Back
Maximum Number”), then the Company shall include in such Piggy-Back
Registration first, the securities the Company proposes to register and second,
the securities of all other selling security holders, including the
Participating Piggy-Back Holders, in an amount which together with the
securities the Company proposes to register, shall not exceed the Piggy-Back
Maximum Number, such amount to be allocated among such selling security holders
on a pro rata basis (based on the number of securities of the Company held by
each such selling security holder).


 


(d)           Nothing in this Section 2 shall
create any liability on the part of the Company to the Holders if the Company
in its sole discretion should decide not to file a registration statement
proposed to be filed pursuant to this Section or to withdraw such registration
statement subsequent to its filing and prior to the later of its effectiveness
or the release of the Registrable Securities for public offering by the


 


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managing
underwriter, in the case of an underwritten public offering, regardless of any
action whatsoever that a Holder may have taken, whether as a result of the
issuance by the Company of any notice hereunder or otherwise.


 


3.             Blackout Periods. The
Company shall have the right to withdraw or delay the filing of a Registration
Statement required pursuant to Section 2 hereof during no more than two (2)
periods aggregating not more than 180 days in any twelve-month period (a “Blackout
Period”) if the Board of Directors of the Company determines in good faith
that (i) required disclosure of information in any related Registration
Statement, prospectus or prospectus supplement at such time would have a
material adverse effect on the Company’s business, operations or prospects or
(ii) a material business transaction that has not yet been publicly disclosed
would be required to be disclosed in a Registration Statement, prospectus or
prospectus supplement and such disclosure would jeopardize the success of, or
be prohibited by the Company’s nondisclosure obligations with respect to, such
transaction; provided, however, that the Company shall not be
entitled to initiate a Blackout Period unless it shall, to the extent permitted
by agreements with other security holders of the Company, concurrently prohibit
sales by such other security holders under registration statements covering
securities held by such other security holders. The Company shall have no
obligation to include in any such notice any reference to or description of the
facts based upon which the Company is delivering such notice. If the Company
shall so postpone the filing of a Registration Statement, the Holders of
Registrable Securities to be registered shall have the right to withdraw the
request for registration by giving written notice from the Holders of a
majority of the Registrable Securities that were to be registered to the
Company within 45 days after receipt of the notice of postponement or, if earlier,
the termination of such Blackout Period (and, in the event of such withdrawal,
such request shall not be counted for purposes of determining the number of
requests for registration to which the Holders of Registrable Securities are
entitled pursuant to this Agreement). If such Registration Statement is
withdrawn, upon receipt of any notice of a Blackout Period, the Holders shall
forthwith discontinue use of the prospectus contained in such Registration
Statement and, if so directed by the Company, such Holders shall deliver to the
Company all copies, other than permanent file copies, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.


 


4.             Registration Procedures. If
the Company is required by the provisions of Section 2 to use its
reasonable efforts to effect the registration of any of its securities under
the Securities Act, the Company will, as expeditiously as possible:


 


(a)           prepare and file with the SEC a
Registration Statement with respect to such securities and use its reasonable
efforts to cause such Registration Statement promptly to become effective, and
thereafter prepare and file with the SEC such amendments and supplements to
such Registration Statement and the prospectus used in connection therewith as
may be necessary to keep such registration effective and to comply with the
provisions of the Securities Act with respect to the disposition of such
Registrable Securities for a period of time required for the disposition of
such Registrable Securities by the Holders thereof but not to exceed 30 days; provided,
however, that before filing such registration statement or prospectus or
any amendments or supplements thereto (for purposes of this subsection,
amendments shall not be deemed to include any filing that the Company is
required to make pursuant to the Exchange Act), the Company shall furnish the
representatives of the Holders referred to in Section 4(k) and the
underwriters, if any, copies of all documents proposed to be filed, which documents
will be subject to the reasonable review of such representatives. The Company
shall not be deemed to have used its reasonable efforts to keep a Registration
Statement effective during the applicable period if it voluntarily takes any
action that would result in the Holders of such Registrable Securities not
being able to sell such Registrable Securities during that period, unless such
action is required under applicable law;


 


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(b)           furnish to the Holder of any
Registrable Securities covered by such Registration Statement, each counsel for
such Holders and each managing underwriter, if any, without charge, one
conformed copy of such Registration Statement, as declared effective by the
SEC, and of each post-effective amendment thereto, in each case including
financial statements and schedules and all exhibits and reports incorporated or
deemed to be incorporated therein by reference; and deliver, without charge,
such number of copies of the preliminary prospectus, any amended preliminary
prospectus, each final prospectus and any post-effective amendment or
supplement thereto, as such Holder may reasonably request in order to
facilitate the disposition of the Registrable Securities of such Holder covered
by such Registration Statement in conformity with the requirements of the
Securities Act;


 


(c)           use its reasonable efforts to
register or qualify the securities covered by such Registration Statement under
such other securities or blue sky laws of such jurisdictions within the United
States and Puerto Rico as each Holder of such securities shall reasonably
request, to keep such registration or qualification in effect for so long as
such Registration Statement remains in effect, and to take any other action
which may be reasonably necessary to enable such Holder to consummate the
disposition in such jurisdictions of the securities owned by such Holder; provided,
however, that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business, subject itself to taxation
in or to file a general consent to service of process in any jurisdiction
wherein it would not but for the requirements of this paragraph (c) be
obligated to do so; and provided, further, that the Company shall
not be required to qualify such Registrable Securities in any jurisdiction in
which the securities regulatory authority requires that any Holder submit any
shares of its Registrable Securities to the terms, provisions and restrictions
of any escrow, lockup or similar agreement(s) for consent to sell Registrable
Securities in such jurisdiction unless such Holder agrees to do so, and do such
other reasonable acts and things as may be required of it to enable such Holder
to consummate the disposition in such jurisdiction of the securities covered by
such Registration Statement;


 


(d)           furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to Section 2,
if the method of distribution is by means of an underwriting, on the date that
the shares of Registrable Securities are delivered to the underwriters for sale
pursuant to such registration (1) a signed opinion, dated such date, of
the independent legal counsel representing the Company for the purpose of such
registration, addressed to the underwriters and (2) ”cold comfort” letters
dated such date and the date the offering is priced from the independent
certified public accountants of the Company, addressed to the underwriters, in
each case covering such matters customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered in underwritten offerings as may
be reasonably requested by the underwriters;


 


(e)           enter into customary agreements
(including if the method of distribution is by means of an underwriting, an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities;


 


(f)            otherwise use its reasonable efforts
to comply with all applicable rules and regulations of the SEC, and make
available to its security holders, no later than such period of time as may be
permitted by the SEC for filing of the applicable report with the SEC,
beginning with the first month of the first fiscal quarter after the effective
date of the Registration Statement, an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act), which statement shall
cover said 12-month period;


 


(g)           use its reasonable efforts to cause
all such Registrable Securities covered by such Registration Statement to be
listed on each securities exchange or quotation system on which similar
securities issued by the Company are listed or traded;


 


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(h)           give written notice to the Holders:


 


(i)            when such Registration Statement or
any amendment thereto has been filed with the SEC and when such Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)           of any request by the SEC for
amendments or supplements to such Registration Statement or the prospectus
included therein or for additional information;


 


(iii)          of the issuance by the SEC of any stop
order suspending the effectiveness of such Registration Statement or the
initiation of any proceedings for that purpose;


 


(iv)          of the receipt by the Company or its
legal counsel of any notification with respect to the suspension of the
qualification of the Common Stock for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and


 


(v)           of the happening of any event that
requires the Company to make changes in such Registration Statement or the
prospectus in order to make the statements therein not misleading (which notice
shall be accompanied by an instruction to suspend the use of the prospectus
until the requisite changes have been made);


 


(i)            use its reasonable efforts to
prevent the issuance or obtain the withdrawal of any order suspending the
effectiveness of such Registration Statement at the earliest possible time or
the lifting of any suspension of the qualification or exemption from
qualification of any Registrable Securities for sale in any jurisdiction in the
United States;


 


(j)            upon the occurrence of any event
contemplated by Section 4(h)(v) above, promptly prepare a post-effective
amendment to such Registration Statement or a supplement to the related
prospectus or file any other required document so that, as thereafter delivered
to the Holders, the prospectus will not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Holders in accordance with
Section 4(h)(v) above to suspend the use of the prospectus until the
requisite changes to the prospectus have been made, then the Holders shall
suspend use of such prospectus and use their reasonable efforts to return to
the Company all copies of such prospectus other than permanent file copies then
in such Holder’s possession, and the period of effectiveness of such
Registration Statement provided for above shall be extended by the number of
days from and including the date of the giving of such notice to the date
Holders shall have received such amended or supplemented prospectus pursuant to
this Section 4(j);


 


(k)           make reasonably available for
inspection by a single representative of the Holders, any underwriter
participating in any disposition pursuant to such Registration Statement and
any attorney, accountant or other agent retained by such representative or any
such underwriter, at the offices where normally kept, during normal business
hours, all relevant financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company’s officers, directors and
employees to supply all relevant information reasonably requested by such
representative or any such underwriter, attorney, accountant or agent in
connection with the registration as shall be necessary, in the opinion of their
respective counsel, to conduct a reasonable investigation within the meaning of
Section 11(a) of the Securities Act; provided, however, that such
representative, underwriter, attorney, accountant or agent shall use their
reasonable best efforts to minimize the disruption to the Company’s business
and coordinate any such investigation of the books, records and properties of
the Company and any


 


6

















 


discussions
with the Company’s officers and accountants so that all such investigations and
discussions occur at the same time and; provided, further, that
the foregoing shall not require the Company to provide access to (or copies of)
any competitively sensitive information relating to the Company or its business
and; provided  still  further, that any information the
Company determines, in good faith, to be confidential and which it notifies any
such inspector in writing is confidential shall not be disclosed to such
inspector unless such inspector signs a confidentiality agreement reasonably
satisfactory to the Company, which agreement shall permit the disclosure of
such information if either (i) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in such Registration Statement,
any prospectus or amendment or supplement thereto or is otherwise required by
law or (ii) the release of such records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction; provided, however,
that (A) any decision regarding the disclosure of information pursuant to
subclause (i) shall be made only after consultation with counsel for the
applicable inspectors and the Company and (B) with respect to any release of
information pursuant to subclause (ii), each person provided access hereunder
shall, promptly after learning that disclosure of such records is sought in a
court having jurisdiction, give notice to the Company so that the Company, at
the Company’s expense, may undertake appropriate action to prevent disclosure
of such information; and


 


(l)            use reasonable efforts to procure
the cooperation of the Company’s transfer agent in settling any offering or
sale of Registrable Securities, including with respect to the transfer of
physical stock certificates into book-entry form in accordance with any
procedures reasonably requested by the Holders or the underwriters.


 


5.             Underwriting. If any
registration pursuant to Section 2 shall involve an underwritten offering,
all Holders proposing to distribute Registrable Securities through such
underwritten offering shall enter into an underwriting agreement with the
underwriters or underwriters, which agreement shall contain such
representations and warranties by the Company and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including indemnification and contribution
provisions substantially to the effect and to the extent provided in Section
8(a). Such underwriting agreement shall also contain such representations and
warranties by such Holders and such other terms and provisions as are
customarily contained in underwriting agreements with respect to secondary
distributions on the part of selling shareholders, including indemnification
and contribution provisions substantially to the effect and to the extent
provided in Section 8(b). If any Holder disapproves of the terms of the
underwriting, such Holder may elect to withdraw all of its Registrable
Securities by written notice to the Company, the managing underwriter and the
other Holders participating in such registration. The securities so withdrawn
shall also be withdrawn from registration.


 


6.             Expenses. The Company shall
pay all Registration Expenses with respect to a particular offering (or
proposed offering), except that all such expenses in connection with any
amendment or supplement to a Registration Statement or prospectus filed more
than 30 days after the effective date of such Registration Statement because
any Holder has not effected the disposition of such Holder’s  Registrable Securities requested to be
registered shall be paid by such Holder.


 


All
other expenses not paid by the Company which are otherwise not attributable to
a particular Holder, including all underwriting discounts and selling
commissions, selling or placement agent or broker fees and commissions and
transfer taxes, if any, applicable to the sale of Registrable Securities, will
be the responsibility of and paid for by all of the Holders participating in
such registration in proportion to the number of shares included by each under
the applicable Registration Statement.


 


7.             Rule 144 Information. The
Company covenants that, beginning 90 days after any Registration Statement
covering securities of the Company has become effective, it shall use its
reasonable best efforts to ensure that the conditions to the availability of
Rule 144 under the Securities


 


7

















 


Act
set forth in paragraph (c) thereof shall be satisfied. Upon request of any
Holder, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements.


 


8.             Indemnification and Contribution.


 


(a)           The Company shall indemnify and hold
harmless each Holder participating in a registration pursuant to this Agreement
and each Person, if any, who controls any such Holder within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act
against any losses, claims, damages or liabilities, joint or several, to which
they may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based on any untrue or alleged untrue
statement of any material fact contained in the applicable Registration
Statement (or any amendment thereto), preliminary prospectus, “issuer free
writing prospectus” (as defined by Rule 433(h) of the Securities Act) or
prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse each such Holder or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case (i) to the extent that any
such loss, claim, damage, liability or expense arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information furnished to the
Company by or on behalf of any Holder or (ii) to any Holder or controlling
person to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or omission of a material
fact contained in a preliminary prospectus that was corrected in a prospectus
(as then amended or supplemented, if applicable), if a copy of such prospectus (as
then amended or supplemented, if applicable) was not delivered by or on behalf
of such Holder to the Person asserting the claim on which such loss, claim,
damage, liability or expense is based at or prior to the time of contract of
sale of Registrable Securities to such Person in any case where such delivery
is required by applicable law, unless the Company shall have failed to deliver
copies of such prospectus (as amended or supplemented, if applicable) to or on
behalf of such Holder on a timely basis. The Company also agrees to indemnify
any underwriter of the Registrable Securities so offered and each person, if
any, who controls any such underwriter on substantially the same basis as that
of the indemnification by the Company of the Holders pursuant to this Section
8(a).


 


(b)           Each Holder participating in a
registration pursuant to this Agreement severally and not jointly shall
indemnify and hold harmless the Company, its directors, officers, and each
person, if any, who controls the Company within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which the Company or any
such director, officer or controlling person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the applicable Registration Statement (or any amendment thereto), or any
preliminary prospectus, free writing prospectus (as defined by Rule 405 of the
Securities Act) or prospectus (as amended or supplemented, if applicable) or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in such Registration Statement, preliminary, free writing or final prospectus,
or amendment or supplement thereto, in reliance upon and in conformity with
information furnished by or on behalf of such Holder in writing specifically
for use therein; and each such Holder shall reimburse the Company or any such
director, officer or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim,


 


8

















 


damage,
liability or action. Each Holder participating in a registration pursuant to
this Agreement also agrees to indemnify any underwriter of the Registrable
Securities so offered and each person, if any, who controls any such
underwriter on substantially the same basis as that of the indemnification by
such Holder of the Company provided in this Section 8(b). Each such Holder’s
obligations to indemnify pursuant to this Section 8(b) shall be several in the
proportion that the net proceeds of the offering received by such Holder bear
to the total net proceeds of the offering received by all Holders participating
therein and not joint, but in any event not to exceed the net proceeds received
by such Holder from the sale of Registrable Securities covered by such
Registration Statement.


 


(c)           Any Person entitled to
indemnification hereunder (the “Indemnified Party”)
shall give prompt written notice to the indemnifying party (the “Indemnifying
Party”) after the receipt by the Indemnified Party of any written notice of
the commencement of any action, suit, proceeding or investigation or threat
thereof for which the Indemnified Party intends to claim indemnification or
contribution pursuant to this Agreement; provided, that the failure so
to notify the Indemnified Party shall not relieve the Indemnifying Party of any
liability that it may have to the Indemnified Party hereunder unless such
failure materially prejudices the Indemnifying Party. If notice of commencement
of any such action is given to the Indemnifying Party as above provided, the
Indemnifying Party shall be entitled to participate in and, to the extent it
may wish, to assume the defense of such action at its own expense, with counsel
chosen by it and reasonably satisfactory to the Indemnified Party. The
Indemnified Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of
such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying
Party agrees to pay the same or (ii) the named parties to any such action
(including any impleaded parties) have been advised by such counsel that
representation of such Indemnified Party and the Indemnifying Party by the same
counsel would present such counsel with a conflict of interest. After notice
from the Indemnifying Party to the Indemnified Party of its election to so
assume the defense of such action and approval by the Indemnified Party of
counsel appointed to defend such action, the Indemnifying Party shall not be
liable to the Indemnified Party under this Section 8 for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred
by the Indemnified Party in connection with the defense thereof, unless the
Indemnified Party shall have employed separate counsel in accordance with the
immediately preceding sentence. It is understood, however, that the
Indemnifying Party shall not be liable for the expenses of more than one
separate counsel (in addition to local counsel) in any one action or separate
by substantially similar actions in the same jurisdiction arising out of the
same general allegations or circumstances, which counsel shall be designated by
Holders who sold a majority in interest of the Registrable Securities sold by
all such Holders in the case of indemnification pursuant to paragraph (a) of
this Section 8 or the Company in the case of indemnification pursuant to
paragraph (b) of this Section 8, representing all such Indemnified Parties who
are parties to such action or action. All fees and expenses for which the
Indemnifying Party is obligated to reimburse an Indemnified Party hereunder
shall be reimbursed as they are incurred. No Indemnifying Party shall be liable
for any settlement entered into without its prior written consent, which
consent shall not be unreasonably withheld.


 


(d)           If the indemnification provided for
in this Section 8 from an Indemnifying Party is unavailable to an
Indemnified Party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then such Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such losses, claims,
damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of such Indemnifying Party on the one hand and such
Indemnified Party on the other in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
Indemnifying Party or Indemnified


 


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Party,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action. The amount paid or payable by an
Indemnified Party as a result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such Indemnified Party in connection with
any investigation or proceeding. If the allocation provided in this
Section 8(d) is not permitted by applicable law, the parties shall
contribute based upon the relevant benefits received by the Company from the
initial offering of the Registrable Securities on the one hand and the net
proceeds received by the Holders from the sale of the Registrable Securities on
the other. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this paragraph. Each such Holder’s obligations to contribute pursuant to
this Section 8(d) shall be several in the proportion that the net proceeds of
the offering received by such Holder bear to the total net proceeds of the
offering received by all Holders participating therein and not joint, but in
any event not to exceed the amount by which the net proceeds received by such
Holder from the sale of Registrable Securities covered by such Registration
Statement exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


(e)           Indemnification and contribution
similar to that specified in the preceding paragraphs of this Section 8 (with
appropriate modifications) shall be given by the Company and the Holders with
respect to any required registration or other qualification of securities under
any state law or regulation or governmental authority.


 


(f)            The agreements contained in this
Section 8 shall survive the transfer of the Registered Securities by any
Holder and sale of all the Registrable Securities pursuant to any Registration
Statement and shall remain in full force and effect, regardless of any
investigation made by or on behalf of any Holder, any underwriter or any
controlling person of the foregoing or by or on behalf of the Company, any
director or officer thereof, any underwriter or any controlling person of the
foregoing.


 


9.             Certain Additional Limitations
on Registration Rights; Lockup.


 


(a)           Notwithstanding the other provisions
of this Agreement, the Company shall not be obligated to register the
Registrable Securities of any Holder (i) if such Holder or any underwriter
of such Registrable Securities shall fail to furnish to the Company necessary
information in respect of the distribution of such Registrable Securities or
(ii) if such registration involves an underwritten offering, such
Registrable Securities are not included in such underwritten offering on the
same terms and conditions as shall be applicable to the other securities being
sold through underwriters in the registration or such Holder fails to enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwritten offering as required hereby.


 


(b)           If (i) the Company shall file a
registration statement with respect to the Common Stock or similar securities
or securities convertible into, or exchangeable or exercisable for, such
securities and (ii) the Company (in the case of a nonunderwritten public
offering by the Company pursuant to such registration statement) advises the
Holders in writing that a public sale or distribution of Registrable Securities
would materially adversely affect such offering or the managing underwriter or
underwriters (in the case of an underwritten public offering by the Company
pursuant to such registration statement) advises the Company in writing (in
which case the Company shall notify the Holders) that a public sale or
distribution of Registrable Securities would materially adversely affect such
offering, then each Holder shall, to the extent not inconsistent with
applicable law, refrain from effecting any public sale


 


10

















 


or
distribution of Registrable Securities during the 10 days prior to the effective
date of such registration statement and until the earliest of (A) the
abandonment of such offering, (B) 180 days from the effective date of such
registration statement and (C) if such offering is an underwritten offering,
the termination of any “hold back” period obtained by the underwriter or
underwriters in such offering from the Company in connection therewith.


 


10.           No Inconsistent Agreements. The
Company will not hereafter enter into any agreement with respect to its
securities which is inconsistent in any material respect with the rights
granted to the Holders in this Agreement.


 


11.           Miscellaneous.


 


(a)           Specific Performance. The
parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with the terms
hereof and that the parties hereto shall be entitled to specific performance of
the terms hereof, in addition to any other remedy at law or in equity.


 


(b)           Amendment and Waiver. (i)               Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in
writing and signed, in the case of an amendment, by the Company and a majority
in interest of the Holders or, in the case of a waiver, by the party or parties
against whom the waiver is to be effective; provided, however,
that waiver by the Holders shall require the consent of a majority in interest
of the Holders.


 


(ii)           No failure or delay of any party in
exercising any right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such right or power, or any
course of conduct, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the parties
hereunder are cumulative and are not exclusive of any rights or remedies which
they would otherwise have hereunder.


 


(c)           Notices. All notices and other
communications hereunder shall be in writing and shall be deemed duly given
(a) on the date of delivery if delivered personally, or if by facsimile or
e-mail, upon written confirmation of receipt by facsimile or e-mail or
otherwise, (b) on the first Business Day following the date of dispatch if
delivered utilizing a next-day service by a recognized next-day courier or
(c) on the earlier of confirmed receipt or the fifth Business Day
following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid. All notices hereunder shall be
delivered to the addresses set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice:


 


(i)            if to any Holder, to its last known
address appearing on the books of the Company maintained for such purpose.


 


(ii)           if to the Company, to:


 


Biosource
America, Inc.

The Riviana Building

2777 Allen Parkway, Suite 800

Houston, Texas 77019


 


with
a copy (which shall not constitute notice) to:


 


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Leonard
H. Simon

Pendergraft & Simon, L.L.P.

The Riviana Building

2777 Allen Parkway, Suite 800

Houston, Texas 77019


 


(d)           Governing Law. This Agreement
and all disputes or controversies arising out of or relating to this Agreement
or the transactions contemplated hereby shall be governed by, and construed in
accordance with, the internal laws of the State of Texas, without regard to the
laws of any other jurisdiction that might be applied because of the conflicts
of laws principles of the State of Texas.


 


(e)           Submission to Jurisdiction. Each
of the parties irrevocably agrees that any legal action or proceeding arising
out of or relating to this Agreement or for recognition and enforcement of any
judgment in respect hereof brought by the other party or its successors or
assigns may be brought and determined in any Texas State or federal court
sitting in Harris County, Texas (or, if such court lacks subject matter
jurisdiction, in any appropriate Texas State or federal court), and each of the
parties hereby irrevocably submits to the exclusive jurisdiction of the
aforesaid courts for itself and with respect to its property, generally and
unconditionally, with regard to any such action or proceeding arising out of or
relating to this Agreement and the transactions contemplated hereby (and agrees
not to commence any action, suit or proceeding relating thereto except in such
courts). Each of the parties further agrees to accept service of process in any
manner permitted by such courts. Each of the parties hereby irrevocably and
unconditionally waives, and agrees not to assert, by way of motion or as a
defense, counterclaim or otherwise, in any action or proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby, (a) any
claim that it is not personally subject to the jurisdiction of the above-named
courts for any reason other than the failure lawfully to serve process, (b)
that it or its property is exempt or immune from jurisdiction of any such court
or from any legal process commenced in such courts (whether through service of
notice, attachment prior to judgment, attachment in aid of execution of
judgment, execution of judgment or otherwise) and (c) to the fullest extent
permitted by law, that (i) the suit, action or proceeding in any such court is
brought in an inconvenient forum, (ii) the venue of such suit, action or
proceeding is improper or (iii) this Agreement, or the subject matter hereof,
may not be enforced in or by such courts.


 


(f)            Assignment; Successors. This
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns. The registration
rights of any Holder with respect to any Registrable Securities shall be
transferred to any Person who is the successor, assignee or transferee of such
Registrable Securities, provided such successor, assignee or transferee
agrees in writing for the benefit of the Company to be bound by all the
provisions contained herein.


 


(g)           Severability. Whenever
possible, each provision or portion of any provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or portion of any provision of this Agreement is held to
be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or portion of any provision in such
jurisdiction, and this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision or
portion of any provision had never been contained herein.


 


(h)           Counterparts. This Agreement
may be executed in two or more counterparts, all of which shall be considered
one and the same instrument and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties.


 


12

















 


(i)            Facsimile Signature. This
Agreement may be executed by facsimile signature and a facsimile signature
shall constitute an original for all purposes.


 


(j)            Headings. The descriptive
headings contained in this Agreement are included for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Agreement.


 


13

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
   

  	
  BIOSOURCE AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JD McGraw

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOSOURCE FUELS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jerome King

  	
   

  
	
   

  	
   

  	
  Name:
  Jerome King

  
	
   

  	
   

  	
  Title:
  Representative Kenosha Beef International,

  
	
   

  	
   

  	
  Ltd.

  
	
   

  	
   

  	
  Managing
  Member

  



 


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