REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of March, 2012 by
and between BLUEFIRE RENEWABLES, INC., a Nevada corporation (the “Company”) and TCA GLOBAL
CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”).


 


WHEREAS, in
connection with the Committed Equity Facility Agreement by and between the Company and Investor of even date herewith (the “CEF
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the CEF Agreement, to issue
and sell to the Investor that number of shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), which can be purchased pursuant to the terms of the CEF Agreement for an aggregate purchase price of up
to Two Million Dollars ($2,000,000). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning
ascribed to such terms in the CEF Agreement; and


 


WHEREAS, in
order to induce the Investor to execute and deliver the CEF Agreement, the Company has agreed to provide certain registration rights
to the Investor under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “Securities Act”), and applicable state securities laws;


 


NOW, THEREFORE,
in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.            Definitions.
As used in this Agreement, the following terms shall have the following meanings (to the extent any of the following defined terms
are also defined in the CEF Agreement, the definitions below shall control for purposes of this Agreement):


 


(a)          “Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.


 


(b)          “Register,”
“Registered,” and “Registration,” whether capitalized herein or not, refer
to a registration effected by preparing and filing one or more “Registration Statements” (as defined below) in compliance
with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities
on a continuous or delayed basis (“Rule 415”), and the declaration or ordering of effectiveness of such
Registration Statement(s) by the SEC.


 


(c)          “Registrable
Securities” shall have the same meaning ascribed to such term in the CEF Agreement.


 


(d)          “Registration
Statement” means a registration statement under the Securities Act which covers the Registrable Securities.


 



    	1



    	 



    

 


2.             Registration.


 


(a)          Mandatory
Registration. The Company shall prepare and file with the SEC, no later than forty-five (45) days from the date hereof
(the “Scheduled Filing Deadline”), a Registration Statement on Form S-1 or on such other form as is available
to the Company. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective
by the SEC by a date that is no later than ninety (90) days from the date hereof (the “Scheduled Effective Deadline”),
and in any event, the Registration Statement shall be declared effective by the SEC prior to the first sale to the Investor of
the Company’s Common Stock pursuant to the CEF Agreement. The Company shall cause the Registration Statement to remain effective
until the full completion of the Commitment Period.


 


(b)          Sufficient
Number of Shares Registered. The Registration Statement to be filed by the Company pursuant to Section 2(a) above shall register
for resale thereunder an amount of shares of the Company’s Common Stock that is at least three (3) times the number of Registrable
Securities issuable to the Investor under the CEF Agreement (subject to limitations imposed by Rule 415). In the event the number
of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable
Securities pursuant to the CEF Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement
(on the short form available therefor, if applicable), or both, so as to cover all of such Registrable Securities pursuant to the
CEF Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises.
The Company shall cause such amendment and/or new Registration Statement to become effective as soon as practicable following the
filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be
deemed “insufficient to cover all of the Registrable Securities” if at any time the number of Registrable Securities
issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.


 


(c)          Failure
to Timely File Registration Statement. In the event the Registration Statement is not declared effective by the SEC by a date
that is no later than one hundred fifty (150) days from the earlier to occur of: (A) the date the Registration Statement is filed;
or (B) the Scheduled Filing Deadline (the “Late Effective Deadline”), then in addition to any and all
remedies Investor may have at law, in equity or under the CEF Agreement or this Agreement, the Company shall be obligated to pay
to Investor, in lawful money of the United States of America by wire transfer to an account designated by Investor, within three
(3) Trading Days from the Late Effective Deadline, and monthly thereafter, as applicable, until the earlier to occur of: (i) the
Registration Statement is declared effective by the SEC; or (ii) until the “Maximum Cap” (as hereinafter defined) is
reached, an amount equal to Three Thousand Three Hundred Thirty Three and 33/100 Dollars ($3,333.33), up to a total maximum payment
under this Section 2(c) that equals one percent (1.0%) of the Commitment Amount (the “Maximum Cap”).
The Company acknowledges that this fee is to offset certain costs and damages incurred by Investor and attributable to the delay
caused by the Company’s failure to have the Registration Statement declared effective by the SEC by the Late Effective Deadline,
and these sums shall not be deemed or construed as a penalty.


 


(d)          Law
Firm to File Registration Statement. The parties agree that the Company shall use the law firm of Lucosky Brookman LLP in connection
with the Company’s filing of the Registration Statement hereunder. Any change of law firms in connection therewith shall
require the prior written approval of the Investor, which approval shall not be unreasonably withheld.


 



    	2



    	 



    

 


3.            Related
Obligations.


 


(a)          The
Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the completion of the Commitment
Period (the “Registration Period”), which Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were
made, not misleading.


 


(b)          The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the
Registration Period, and, during such Registration Period, comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which
are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company’s
filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), the Company shall have incorporated such report by reference into the Registration
Statement, if applicable, or shall file such amendments or supplements with the SEC within three (3) business days following
the day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration
Statement.


 


(c)          The
Company shall furnish to the Investor without charge: (i) at least one copy of the Registration Statement as declared effective
by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference,
all exhibits and each preliminary prospectus; (ii) ten (10) copies of the final prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request); and
(iii) such other documents as the Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by the Investor.


 


(d)          The
Company shall: (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests; (ii) prepare
and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period; (iii) take such other
actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration
Period; and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in
such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto
to: (w) make any change to its certificate of incorporation or by-laws; (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(d); (y) subject itself to general taxation
in any such jurisdiction; or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 



    	3



    	 



    

 


(e)          As
promptly as practicable after becoming aware of such event or development, the Company shall notify the Investor in writing of
the happening of any event or development, the result of which would mean that the prospectus included in a Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided
that in no event shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement
or amendment to the Investor. The Company shall also promptly notify the Investor in writing: (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to the Investor by facsimile or e-mail on the same day of, or
the next business day following, such effectiveness); (ii) of any request by the SEC for amendments or supplements to a Registration
Statement or related prospectus or related information; and (iii) of the Company’s reasonable determination that a post-effective
amendment to a Registration Statement would be appropriate.


 


(f)          The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and to immediately notify the Investor of the issuance of such order and the resolution thereof,
or of the Company’s receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(g)          Upon
request of the Investor, the Company shall furnish to the Investor, on the date of the effectiveness of the Registration Statement,
and thereafter from time to time on such dates as Investor may reasonably request: (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering; and (ii) an opinion, dated as of such date, from counsel representing the Company
for purposes of such Registration Statement, in form, scope and substance as is customarily given to an underwriter in an underwritten
public offering, addressed to the Investor.


 


(h)          The
Company shall make available for inspection by: (i) the Investor; and (ii) Investor’s accountants, attorneys, underwriters
and other agents retained by the Investor (collectively, the “Inspectors”) all pertinent financial information
and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information which any Inspector may reasonably request in connection with the Registration
Statement. The Investor agrees that Records obtained by it as a result of such inspections which are conspicuously marked by the
Company as “Confidential” (subject to the Company’s obligations with respect to material non-public information
set forth in Section 8.1(a) herein) shall be deemed confidential and held in strict confidence by the Investor, unless: (x) the
disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise
required under the Securities Act; (y) the release of such Records is ordered pursuant to a final, non-appealable subpoena
or order from a court or government body of competent jurisdiction; or (z) the information in such Records has been made generally
available to the public other than by disclosure in violation of this or any other agreement of which the Inspector and the Investor
has knowledge. The Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.


 



    	4



    	 



    

 


(i)          The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless:
(i) disclosure of such information is necessary to comply with federal or state securities laws; (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement; (iii) the release
of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of
competent jurisdiction; or (iv) such information has been made generally available to the public other than by disclosure
in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such
information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other
means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such information.


 


(j)          The
Company shall use its commercially reasonable efforts either to cause all the Registrable Securities covered by a Registration
Statement: (i) to be listed on each securities exchange on which securities of the same class or series issued by the Company
are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange; or (ii)
to secure the inclusion for quotation on the National Association of Securities Dealers, Inc. OTC Bulletin Board for such Registrable
Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(j).


 


(k)          The
Company shall cooperate with the Investor to the extent applicable, to facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement
and enable such certificates to be in such denominations or amounts, as the case may be, as the Investor may reasonably request
and registered in such names as the Investor may request.


 


(l)          The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate
the disposition of such Registrable Securities.


 


(m)          The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the
Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next
following the effective date of the Registration Statement.


 



    	5



    	 



    

 


(n)          The
Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC
in connection with any registration hereunder.


 


(o)          Within
two (2) business days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in
the form attached hereto as Exhibit “A”.


 


(p)          The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to a Registration Statement.


 


4.            Obligations
of the Investor. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment
is required. Notwithstanding anything contained herein or in the CEF Agreement to the contrary, the Company shall cause its transfer
agent to deliver unlegended certificates for shares of Common Stock to a transferee of the Investor in accordance with the terms
of the CEF Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into
a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(f) or the first sentence of 3(e) and for which the Investor has not yet settled.


 


5.            Expenses
of Registration. All expenses incurred in connection with registrations, filings or qualifications pursuant to this Agreement,
including, without limitation, all registration, listing and qualifications fees, printers’ fees, and legal and accounting
fees shall be paid by the Company.


 


6.            Indemnification.
With respect to Registrable Securities which are included in a Registration Statement under this Agreement:


 



    	6



    	 



    

 


(a)          To
the fullest extent permitted by law, the Company will, and does hereby agree to indemnify, hold harmless and defend the Investor,
the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls the Investor within
the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses,
claims, demands, threats, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ and paralegals’
fees, amounts paid in settlement or any other expenses of any nature whatsoever, joint or several (collectively, the “Indemnified
Damages”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an Indemnified Person is or may be a party thereto (collectively, the “Claims”),
to which any Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened,
in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact
in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue
statement of a material fact contained in any final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement
(the matters in the foregoing clauses (i) through (iii) being, collectively, the “Violations”).
The Company shall reimburse each Indemnified Person promptly as such Indemnified Damages are incurred and are due and payable,
in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising out of or based
upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause
to be delivered the then-current prospectus made available by the Company, if such prospectus was timely made available by the
Company pursuant to Section 3(e); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or
delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person.


 


(b)          In
connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in
the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives
or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each
an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject,
under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based
upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs directly as a result of the
Company’s reliance upon written information furnished to the Company by the Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent
shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for only
that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party
if the untrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered
to the Investor prior to the Investor’s use of the prospectus to which the Claim relates.


 



    	7



    	 



    

 


(c)          Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any Claim
(including any governmental action or proceeding), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof
is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the
commencement of the Claim and all other information in the possession of the Indemnified Person or Indemnified Party, and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified
Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential conflicts of interest between such Indemnified Person or Indemnified Party and any other party represented
by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party
in connection with any negotiation or defense of any such Claim and shall furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which relates to such Claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect
thereto. No indemnifying party shall be liable for any settlement of any Claim effected without its prior written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall,
without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into
any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a full and unconditional release from all liability in respect to such Claim.
Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified
Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of
any such Claim shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under
this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such Claim.


 


(d)          The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)          The
indemnity agreements contained herein shall be in addition to: (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may
be subject to pursuant to the law.


 



    	8



    	 



    

 


7.            Contribution.
To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest
extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be
limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


8.            Reports
Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the
Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the
Company to the public without registration (“Rule 144”), the Company agrees to:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under the CEF Agreement) and the filing of such reports and other documents is required for the applicable provisions
of Rule 144; and


 


(c)          furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request: (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act; (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company;
and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to
Rule 144 without registration and without any limitations or restrictions.


 


9.            Amendment
of Registration Rights. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally
or in a particular instance and either retroactively or prospectively), only by a written agreement between the Company and the
Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company.


 


10.          Miscellaneous.


 


(a)          Record
Owner. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record
such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from
the registered owner of such Registrable Securities.


 


(b)          Further
Assurances. The Company hereby covenants and agrees to execute and deliver any additional documents necessary or desirable,
in the reasonable opinion of Investor, or their respective legal counsel, to carry out the intent of this Agreement or enforce
its terms, and to otherwise allow Investor to dispose of or re-sell all Registrable Securities, and any other shares of the Company’s
Common Stock that may be owned by the Investor, whether or not same are Registrable Securities, including, without limitation,
delivering, or causing the Company’s counsel to deliver, any opinions required to remove restrictive legends or to sell any
such Registrable Securities or other shares, either pursuant to an effective Registration Statement hereunder, or pursuant to Rule
144, or otherwise.


 



    	9



    	 



    

 


(c)          Notices.
All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:


 


	If to the Company:	Bluefire Renewables, Inc.
	 	31 Musick
	 	Irvine, CA 92618
	 	Attn: Mr. Arnold R. Klann, CEO
	 	Telephone: (949) 588-3767
	 	Facsimile: (949) 588-3972
	 	 
	With a copy to:	Joseph Lucosky, Esq.
	(which shall not constitute notice)	Lucosky Brookman, LLP
	 	33 Wood Avenue South, 6th Floor
	 	Iselin, New Jersey 08830
	 	Phone: (732) 395-4400
	 	Fax: (732) 395-4401
	 	Email: jlucosky@lucbro.com
	 	 
	If to the Investor:	TCA Global Credit Master Fund, LP
	 	1404 Rodman Street
	 	Hollywood, FL 33020
	 	Attn: Mr. Robert Press
	 	Telephone: (786) 323-1650
	 	Facsimile: (786) 323-1651
	 	E-Mail: bpress@trafcap.com
	 	 
	With a copy to:	David Kahan, P.A.
	(which shall not constitute notice)	6420 Congress Ave., Suite 1800
	 	Boca Raton, FL 33487
	 	Attn: David Kahan, Esq.
	 	Telephone: (561) 672-8330
	 	Facsimile: (561) 672-8301
	 	E-Mail: david@dkpalaw.com


 


unless the address is changed by the party
by like notice given to the other parties. Notice shall be in writing and shall be deemed received: (i) if mailed by certified
mail, return receipt requested, postage prepaid and properly addressed to the address above, then three (3) business days after
deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, UPS or other nationally recognized
overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a regularly maintained
receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or
prior to 5:00 p.m., EST, on a business day. Any notice hand delivered after 5:00 p.m., EST, shall be deemed delivered on the following
business day. Notwithstanding the foregoing, notice, requests or demands or other communications referred to in this Agreement
may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending
party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has been
received by the other party.


 



    	10



    	 



    

 


(d)          Entire
Agreement. This Agreement, together with the CEF Agreement, contains the entire understanding and agreement of the parties
relating to the subject matter hereof and supersedes all prior and/or contemporaneous understandings and agreements of any kind
and nature (whether written or oral) among the parties with respect to such subject matter.


 


(e)          Governing
Law. The corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and the
Investor under this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Nevada. Each party hereby irrevocably submits to the non-exclusive jurisdiction of
the State Courts of the State of Nevada, sitting in Clark County, Nevada and the Federal District Court for the District of Nevada,
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, provided, however, that nothing herein shall prevent the Investor from bringing suit or taking legal action in any other
jurisdiction, and the Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


(f)          Severability.
The parties agree that if any provision of this Agreement be held to be invalid, illegal or unenforceable in any jurisdiction,
that holding shall be effective only to the extent of such invalidity, illegally or unenforceability without invalidating or rendering
illegal or unenforceable the remaining provisions hereof, and any such invalidity, illegally or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. It is the intent of the parties that this
Agreement be fully enforced to the fullest extent permitted by applicable law.


 


(g)          Binding
Effect; Assignment. This Agreement and the rights and obligations hereunder may not be assigned or delegated by either party,
without the prior written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.


 



    	11



    	 



    

 


(h)          Headings.
The section headings contained in this Agreement are inserted for reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference
to such other gender as is appropriate. References to the singular shall include the plural and vice versa.


 


(i)          Waiver.
A waiver of any breach or violation of any term, provision or covenant contained herein shall not be deemed a continuing waiver,
or a waiver of any future or past breach or violation, or a waiver of any other term, provision or covenant of this Agreement.
Any such waiver shall only be valid if it is writing and signed by the party granting such waiver.


 


(j)          Joint
Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not,
solely as a matter of judicial construction, be construed more severely against one of the parties than the other.


 


(k)          Counterparts
and Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and
considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each
party has delivered its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original
for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as
if such facsimile or “.pdf” signature page was an original thereof.


 


[Signatures on the
following page]


 



    	12



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement effective the day and year first above written.


 


	 	COMPANY:
	 	 
	 	BLUEFIRE RENEWABLES, INC., a Nevada corporation
	 	 	 
	 	By:	/s/ Arnold Klann
	 	Name:	Arnold Klann
	 	Title:	Chief Executive Officer
	 	 
	 	 
	 	INVESTOR:
	 	 
	 	TCA GLOBAL CREDIT MASTER FUND, LP
	 	 
	 	By: TCA Global Credit Fund GP, Ltd., its general partner
	 	 	 
	 	By:	/s/ Robert Press
	 	Name:	Robert Press
	 	Title:	Director


 



    	13



    	 



    

 


EXHIBIT “A”


 


FORM OF NOTICE OF EFFECTIVENESS


 


OF REGISTRATION STATEMENT


 


Attention: TCA Global Credit Master Fund, LP


 


Re: Bluefire Renewables, Inc.


 


Ladies and Gentlemen:


 


We are counsel to
Bluefire Renewables, Inc. (the “Company”), and have represented the Company in connection with that certain
Committed Equity Facility Agreement (the “CEF Agreement”) entered into by and between the Company
and TCA Global Credit Master Fund, LP (the “Investor”) pursuant to which the Company issued, or proposes
to issue, to the Investor shares of its Common Stock, par value $0.001 per share (the “Common Stock”).
Pursuant to the CEF Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities
(as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Registration Rights Agreement, on __________________, the Company
filed a Registration Statement on Form ______ (File No. 333-_______) (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which
names the Investor as a selling stockholder thereunder.


 


In connection with
the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE
OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.


 


Very truly yours,


 


By:





 



    	14