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- S-1/A IPO registration
- 1.1 Form of Underwriting Agreement
- 3.2 Form of Amended and Restated Certificate of Incorporation
- 3.4 Form of Amended and Restated Bylaws
- 4.1 Form of Common Stock Certificate
- 4.5 Form of Amendment to Stock Warrant
- 10.13 2012 Equity Incentive Plan
- 10.19 Amendment No. 1 to Credit Agreement
- 10.20 Letter Agreement with James A.c. Mcdermott
- 10.21 Form of Severance and Change In Control Agreement for Chief Executive Officer
- 10.22 Form of Severance and Change In Control Agreement for Other Executive Officers
- 23.1 Consent of Independent Registered Public Accounting Firm
- 99.2 Consent to Be Named Director
- 99.3 Consent to Be Named Director
- 99.4 Consent to Be Named Director
- 99.5 Consent to Be Named Director
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Amendment No. 6 to Registration Statement No. 333-176958 on Form S-1 of our report dated March 5, 2012, except for the last 5 paragraphs of Note 16, as to which the date is March 29, 2012, (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph regarding the Company’s development stage status) relating to the consolidated financial statements of Fulcrum BioEnergy, Inc. and subsidiaries (a development stage company), appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading “Experts” in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
March 29, 2012