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.