UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BLUEFIRE ETHANOL FUELS, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
09622L102
(CUSIP Number)
Joseph P. Bartlett
The Law Offices of Joseph P. Bartlett, A Professional Corporation
17050 SUNSET BLVD., # D
PACIFIC PALISADES, CA 90272
(310) 584-1234
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 19, 2010
(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 09622L102
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David Gelbaum, Trustee, The Quercus Trust
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
PF
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
- --------------------------------------------------------------------------------
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 8,611,210
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
8,611,210
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,611,210
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
25.4% (1)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
_________________
(1) Based on 33,841,269 shares of Common Stock, par value $0.001 per share
("Common Stock") outstanding, calculated in accordance with Rule 13d.
CUSIP No. 09622L102
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Monica Chavez Gelbaum, Trustee, The Quercus Trust
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
PF
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
- --------------------------------------------------------------------------------
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 8,611,210
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
8,611,210
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,611,210
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
25.4% (1)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
________________________
(1) Based on 33,841,269 shares of Common Stock, par value $0.001 per share
("Common Stock") outstanding, calculated in accordance with Rule 13d.
CUSIP No. 09622L102
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Quercus Trust
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
PF
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
- --------------------------------------------------------------------------------
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 8,611,210
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
8,611,210
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,611,210
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
25.4% (1)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
__________________
(1) Based on 33,841,269 shares of Common Stock, par value $0.001 per share
("Common Stock") outstanding, calculated in accordance with Rule 13d.
Item 1.
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends
and restates, where indicated, the statement on Schedule 13D relating to the
Common Stock of the Issuer filed by The Quercus Trust, David Gelbaum and Monica
Chavez Gelbaum (the "Reporting Persons") with the Securities and Exchange
Commission (the "SEC") on January 4, 2008 and any prior amendments thereto
(collectively, the "Prior Schedules"). Capitalized terms used in this Amendment
No. 3 but not otherwise defined herein have the meanings given to them in the
Prior Schedules. Except as otherwise set forth herein, this Amendment No. 3 does
not modify any of the information previously reported by the Reporting Persons
in the Prior Schedules.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment No. 3, each Reporting Person
beneficially owns 8,611,210 shares of Common Stock, which are held of record by
the Trust.
(b) Each of David Gelbaum and Monica Chavez Gelbaum, acting alone, has
the power to exercise voting and investment control over the shares of Common
Stock owned by the Trust.
(c) Pursuant to the certain Eighth Amendment to Operating Agreement of
RSI Silicon LLC dated January 19, 2010 (the "Eighth Amendment"), RSI Investment,
LLC, a wholly-owned subsidiary of The Quercus Trust (the "Quercus Subsidiary"),
agreed to contribute 2,000,000 shares of Common Stock held by the Reporting
Persons to RSI Silicon LLC ("RSI"), in return for a certain increase in the
Quercus Subsidiary's membership percentage interests in RSI. As of the date
hereof, the 2,000,000 shares of Common Stock have not been contributed to RSI,
but such transfer and disposition by the Reporting Persons are anticipated in
the near future. A copy of the Eighth Amendment is attached hereto as Exhibit
"B" and the full text of which is incorporated herein by this reference.
Further, pursuant to that certain Purchase Agreement dated January 26,
2010, the Reporting Persons agreed to sell to a private purchaser 470,000 free
trading shares of Common Stock (the "Shares"), with the Share being delivered
via DTC to the purchaser and with the purchase price (i) being set and paid two
days after the Shares clear DTC (as defined as being free of any restriction of
any kind including by DTC, the Issuer, the transfer agent and the Reporting
Persons' brokerage and clearing firms) and (ii) being lesser of 70% of (x) the
average closing bid price for a five day period with the day the Shares clear
deposit as described above being day three or (y) the closing bid price on the
day the purchase price is to be paid. As of the date hereof, the Shares have not
cleared DTC. A copy of the Purchase Agreement is attached hereto as Exhibit "C"
and the full text of which is incorporated herein by this reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
(a) Pursuant to the Power of Attorney filed as Exhibit "B" to Amendment
No. 3 to Schedule 13D filed on August 24, 2007 with respect to the issuer Emcore
Corp., David Gelbaum has been appointed as Monica Chavez Gelbaum's
Attorney-In-Fact.
(b) Eighth Amendment to Operating Agreement of RSI Silicon LLC dated
January 19, 2010
(c) Purchase Agreement dated January 26, 2010
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement Regarding Joint Filing of Amendment No. 3
to Schedule 13D.
Exhibit B: Eighth Amendment to Operating Agreement of RSI
Silicon LLC dated January 19, 2010
Exhibit C: Purchase Agreement dated January 26, 2010
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
filed jointly with the other undersigned parties.
Dated: January 29, 2010 /s/ David Gelbaum
---------------------------------------------------
David Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum, as Attorney-In-Fact for Monica
Chavez Gelbaum
---------------------------------------------------
Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum
---------------------------------------------------
The Quercus Trust, David Gelbaum, Co-Trustee of The
Quercus Trust
CUSIP No. 09622L102
EXHIBIT A
AGREEMENT REGARDING JOINT FILING OF AMENDMENT NO. 3 TO SCHEDULE 13D
The undersigned agree that the Amendment No. 3 to Schedule 13D with
respect to the Common Stock of Bluefire Ethanol Fuels, Inc. is a joint filing
being made on their behalf.
Dated: January 29, 2010 /s/ David Gelbaum
---------------------------------------------------
David Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum, as Attorney-In-Fact for Monica
Chavez Gelbaum
---------------------------------------------------
Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum
---------------------------------------------------
The Quercus Trust, David Gelbaum, Co-Trustee of The
Quercus Trust
EXHIBIT B
EIGHTH AMENDMENT TO OPERATING AGREEMENT
OF RSI SILICON LLC
1. PARTIES.
This Eighth Amendment to Operating Agreement (this "Eighth Amendment"),
dated as of January 19, 2010, is entered into by and among RSI Silicon LLC, a
Delaware limited liability company (the "Company"), RSI Investment, LLC, a
Delaware limited liability company ("RSI Investment"), SOEXCITED LLC, a Florida
limited liability company ("SOEXCITED"), RESC INVESTMENTS LLC, a Delaware
limited liability company ("RESC"), Sustainable Futures LLC, a Pennsylvania
limited liability company ("Sustainable LLC"), Michael Oster ("Oster") and Ben
Rogers ("Rogers"), as all of the existing Voting Members of the Company; Gerald
A. Resnick ("Resnick"), Steven C. Amendola ("Amendola"), Resnick, Lyle Rawlings
("Rawlings") and David Gelbaum ("Gelbaum") as the Managing Directors of the
Company. All of the foregoing entities and individuals shall sometimes be
referred to herein as the "Parties."
2. RECITALS.
2.1. The Company is governed by that certain Operating Agreement of RSI
Silicon dated July 2, 2007, as amended by that certain Additional Capital
Contribution Agreement dated February 11, 2008, that certain Additional Capital
Contribution Agreement dated February 27, 2008, that certain Third Amendment to
Operating Agreement and Assignment, Assumption and Consent dated as of July 7,
2008, that certain Fourth Amendment to Operating Agreement dated as of September
10, 2008, that certain Fifth Amendment to Operating Agreement dated as of
September 4, 2009, that certain Amendment to Exhibits to Operating Agreement
dated as of September 30, 2009, and that certain Seventh Amendment to Operating
Agreement dated as of November 6, 2009 (collectively, the "Operating
Agreement"). All capitalized terms not otherwise defined herein shall have the
meanings given to them in the Operating Agreement.
2.2. As of the date hereof and prior to the capital contribution
referred to below in Section 2.3 and prior to the issuance of Membership
Interests referred to in Section 2.4, each of the Parties and the Non-Voting
Members owns Percentage Interests in the Company as set forth at Exhibit A
attached hereto.
2.3. The Company desires to obtain a capital contribution from RSI
Investment in the amount of Two Million One Hundred Five Thousand Dollars
($2,105,000), payable One Hundred Five Thousand Dollars ($105,000) in cash, and
Two Million Dollars ($2,000,000) consisting of two million (2,000,000) shares of
Common Stock of BlueFire Ethanol Fuels, Inc., valued at One Dollar ($1.00) per
share, and to increase the Percentage Interest of RSI Investments based upon a
One Hundred Million Dollar ($100,000,000) pre-money valuation of the Company,
and RSI Investment is willing to make such a capital contribution.
2.4. RSI Silicon Products LLC, a wholly-owned subsidiary of the
Company, and Amendola entered into an Employment Agreement dated July 2, 2007
for a term of five (5) years, subject to earlier termination or extension, as
provided therein. The Employment Agreement, as amended, provides for a Base
Salary and the Company, RSI Silicon Products LLC and Amendola desire to amend
the Employment Agreement to provide for a reduction of Amendola's Base Salary
commencing as of February 1, 2010, as set forth at Exhibit C attached hereto.
2.5. RSI Silicon Products LLC, a wholly-owned subsidiary of the
Company, and Resnick entered into an Employment Agreement dated July 2, 2007 for
a term of five (5) years, subject to earlier termination or extension, as
provided therein. The Employment Agreement, as amended, provides for a Base
Salary and the Company, RSI Silicon Products LLC and Resnick desire to amend the
Employment Agreement to provide for a reduction of Resnick's Base Salary
commencing as of February 1, 2010, as set forth at Exhibit D attached hereto.
2.6. The Parties desire to amend the Operating Agreement to reflect the
additional capital contribution by RSI Investment, and to make certain other
changes set forth herein.
In consideration of the mutual covenants set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as set forth below.
3. CONSENT. By signing below, the Parties consent to the additional capital
contribution by RSI Investment as set forth in the Recitals. The Parties also
consent to the Amendment to the Employment Agreement of Amendola and Resnick.
4. RSI INVESTMENT CONTRIBUTION. Subject to the terms and conditions of this
Eighth Amendment, RSI Investment agrees to make the additional capital
contributions set forth in Recital 2.3 in the amounts set forth therein. The One
Hundred Five Thousand Dollar ($105,000) cash contribution shall be made upon the
Effective Date as defined in Section 6.1 of this Eighth Amendment. The two
million (2,000,000) shares of BlueFire Common Stock shall be transferred to the
Company as soon as practicable after the Effective Date and RSI Investment shall
use its commercially reasonable efforts to accomplish the transfer as promptly
as possible.
5. AMENDMENTS TO OPERATING AGREEMENT.
The Operating Agreement is hereby amended as follows:
5.1. CHANGE IN PERCENTAGE INTERESTS. The Operating Agreement is hereby
amended to reflect RSI Investment's additional capital contribution of Two
Million One Hundred Five Thousand Dollars ($2,105,000). Specifically, Exhibit A
of the Operating Agreement is hereby deleted and replaced with Exhibit B
attached hereto, reflecting the new Percentage Interest of each Member.
5.2. ADJUSTMENT OF PERCENTAGE INTEREST. The Parties agree that the
capital contributions made by RSI Investment pursuant to this Eighth Amendment
shall not trigger the anti-dilution adjustments of Percentage Interest provided
for in Section 4.3 of the Fifth Amendment.
5.3. RSI INVESTMENT OPTION. In addition to the rights granted to RSI
Investment at Section 5.3 of the Seventh Amendment to Operating Agreement, RSI
Investment shall have the right from the date hereof through January 19, 2013 to
acquire additional Membership Interests up to Six Million Three Hundred Fifteen
Thousand Dollars ($6,315,000) at a pre-money valuation of the Company of One
Hundred Million Dollars ($100,000,000).
5.4. TAX TREATMENT OF SALE OF BLUEFIRE. Company agrees that, in
reporting and allocating gain or loss from the sale of BlueFire Common Stock, it
shall use the remedial allocation method as set forth in Section 1.704-3(d) of
the Treasury Regulations.
6. GENERAL PROVISIONS.
6.1. EFFECTIVE DATE. This Eighth Amendment shall be effective only upon
execution by all of the Parties hereto, and only upon the execution and delivery
of the amendments to the Amendola and Resnick Employment Agreements.
6.2. FURTHER ACTIONS. The Parties hereto shall, from time to time,
execute and deliver such further instruments, documents or papers and perform
all acts which may be necessary or proper to carry out and effectuate the terms
of this Eighth Amendment.
6.3. SUPERSEDING EFFECT. This Eighth Amendment and the documents
referred to herein supersede all prior negotiations and understandings of any
kind with respect to the subject matter hereof. Each of the Parties hereto
acknowledges and agrees that he or it is relying solely on the representations,
terms, and conditions contained in this Eighth Amendment and not upon any other
representations, terms, or conditions which may have been discussed. This Eighth
Amendment shall not be amended, supplemented or abrogated other than by a duly
executed written instrument among the Parties hereto.
6.4. BINDING EFFECT. All of the terms, provisions and obligations of
this Eighth Amendment shall be binding on and shall inure to the benefit of the
Parties to it and their successors and assigns.
6.5. GOVERNING LAW. This Eighth Amendment shall be construed under and
governed by the laws of the State of Delaware. In the event that any provision
of this Eighth Amendment shall be adjudged to be illegal, void or unenforceable,
the remaining provisions and any partially unenforceable provisions to the
extent enforceable, shall nevertheless remain in full force and effect.
6.6. ATTORNEYS' FEES. In the event of any action for enforcement,
interpretation or for damages for breach of this Eighth Amendment, the
prevailing party shall be entitled to an award of reasonable attorneys' fees and
costs in addition to such other relief to which it or they may be entitled.
6.7. COUNTERPART EXECUTION. This Eighth Amendment may be executed in
two or more counterparts (and by facsimile or e-mail signatures), each of which
shall be deemed an original but all of which together shall constitute one
instrument.
6.8. COUNSEL. By execution hereof, each party specifically acknowledges
that the various attorneys representing the Company and the Parties respectively
do not represent any of the other Parties hereto. Since there are actual and
potential conflicts of interest among the Parties hereto due to their differing
rights and restrictions hereunder, each party should have separate
representation. By his or its execution hereof, each party confirms that either
he or it has consulted with separate counsel or has determined not to obtain
such separate representation.
6.9. SALE OF BLUEFIRE COMMON STOCK. Company agrees that it will not
sell in the public market on any trading day more shares of BlueFire Common
Stock than twenty-five percent (25%) of the average daily volume over the
preceding five (5) trading days. Company further agrees that, if it should sell
any BlueFire Common Stock in a private transaction, it shall require the
purchaser to enter into an identical agreement restricting the purchaser's
volume.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Eighth Amendment is executed as of the date
first set forth above.
COMPANY:
RSI SILICON LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Steven Amendola
----------------------------------
Steven Amendola, Managing Director
By: /s/ Lyle Rawlings
----------------------------------
Lyle Rawlings, Managing Director
By: /s/ Gerald Resnick
----------------------------------
Gerald Resnick, Managing Director
By: /s/ David Gelbaum
----------------------------------
David Gelbaum, Managing Director
RSI INVESTMENT:
RSI INVESTMENT, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Joseph P. Bartlett
----------------------------------
Joseph P. Bartlett, President
VOTING MEMBERS:
RSI INVESTMENT, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Joseph P. Bartlett
----------------------------------
Joseph P. Bartlett, President
SOEXCITED LLC, A FLORIDA LIMITED
LIABILITY COMPANY
By: /s/ Gerald Resnick
------------------------------------
Gerald Resnick, Manager
RESC INVESTMENTS LLC, A DELAWARE
LIMITED LIABILITY COMPANY
By: /s/ Steven Amendola
------------------------------------
Steven Amendola, Manager
SUSTAINABLE FUTURES LLC,
A PENNSYLVANIA LIMITED LIABILITY COMPANY
By: /s/ Lyle Rawlings
------------------------------------
Lyle Rawlings, Manager
/s/ Michael Oster
----------------------------------------
Michael Oster
/s/ Ben Rogers
----------------------------------------
Ben Rogers
MANAGING DIRECTORS:
/s/ Steven Amendola
----------------------------------------
Steven Amendola
/s/ Lyle Rawlings
----------------------------------------
Lyle Rawlings
/s/ Gerald Resnick
----------------------------------------
Gerald Resnick
/s/ David Gelbaum
----------------------------------------
David Gelbaum
EXHIBIT A
---------
MEMBERS' NAMES, ADDRESSES, VOTING PERCENTAGE INTERESTS AND PERCENTAGE INTERESTS
- ------------------------------------- -------------------------------------------- ----------------- ----------------
Member's Voting Member's
Percentage Percentage
Member's Name Member's Address Interest Interest (1)
- ------------------------------------- -------------------------------------------- ----------------- ----------------
SOEXCITED LLC c/o Gerald Resnick, Manager 20.7114% 18.8528%
420 East 64th Street
New York, New York 10021
Email: geraldresn@aol.com
- ------------------------------------- -------------------------------------------- ----------------- ----------------
RSI Investment, LLC 835 Newport Boulevard 36.5191% 33.2425%
A109-PMB 467
Costa Mesa, CA 92627
Email: xaixai@pacbell.net
- ------------------------------------- -------------------------------------------- ----------------- ----------------
RESC INVESTMENTS LLC c/o Steven Amendola, Manager 20.7114% 18.8528%
1540 Stump Road
Forks Township, PA 18042
Email: amendol1@verizon.net
- ------------------------------------- -------------------------------------------- ----------------- ----------------
Sustainable Futures LLC 66 Snydertown Road 20.7114% 18.8528%
East Amwell, New Jersey 08525
Email:lyle@advancedsolarproducts.com
- ------------------------------------- -------------------------------------------- ----------------- ----------------
Michael Oster 719 Navesink Road 1.1228% 1.0221%
Red Bank, NJ 07701
- ------------------------------------- -------------------------------------------- ----------------- ----------------
Ben Rogers 6 Hillside Avenue .2247% .2047%
Madison, NJ 07940
- ------------------------------------- -------------------------------------------- ----------------- ----------------
James P. Dunn 21 Davis Road 0% 8.3783%
Millbury, MA 01527
Email: JDunn@ctc.org
- ------------------------------------- -------------------------------------------- ----------------- ----------------
Irv G. Miller and Kathryn S. 1 Beechwood Avenue 0% .5936%
Miller, joint tenants with right of West Long Branch, NJ 07764
survivorship Email: imiller@millerhvac.com
- ------------------------------------- -------------------------------------------- ----------------- ----------------
__________
(1) Exclusive of the phantom 3.9352% profit interest of Hal Stuhler and Lori Stuhler.
EXHIBIT B
---------
MEMBERS' NAMES, ADDRESSES, VOTING PERCENTAGE INTERESTS AND PERCENTAGE INTERESTS
EFFECTIVE ON DATE OF EIGHTH AMENDMENT
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
Member's Name Member's Address Member's
Voting Member's
Percentage Percentage
Interest Interest (2)
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
SOEXCITED LLC c/o Gerald Resnick, Manager 20.20% 18.46%
420 East 64th Street
New York, New York 10021
Email: geraldresn@aol.com
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
RSI Investment, LLC 835 Newport Boulevard 38.10% 34.79%
A109-PMB 467
Costa Mesa, CA 92627
Email: xaixai@pacbell.net
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
RESC INVESTMENTS LLC c/o Steven Amendola, Manager 20.20% 18.46%
1540 Stump Road
Forks Township, PA 18042
Email: amendol1@verizon.net
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
Sustainable Futures LLC 66 Snydertown Road 20.20% 18.46%
East Amwell, New Jersey 08525
Email:lyle@advancedsolarproducts.com
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
Michael Oster 719 Navesink Road 1.08% 1.00%
Red Bank, NJ 07701
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
Ben Rogers 6 Hillside Avenue .22% .20%
Madison, NJ 07940
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
James P. Dunn 21 Davis Road 0% 8.20%
Millbury, MA 01527
Email: JDunn@ctc.org
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
Irv G. Miller and Kathryn S. 1 Beechwood Avenue 0% .58%
Miller, joint tenants with right West Long Branch, NJ 07764
of survivorship Email: imiller@millerhvac.com
- ---------------------------------- ---------------------------------------------- ----------------- -----------------
___________
(1) Exclusive of the phantom 3.85% profit interest of Hal Stuhler and Lori Stuhler.
EXHIBIT C
---------
AMENDMENT TO EMPLOYMENT AGREEMENT OF
STEVEN C. AMENDOLA
EXHIBIT D
---------
AMENDMENT TO EMPLOYMENT AGREEMENT OF
GERALD A. RESNICK
EXHIBIT C
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement"), dated January 26, 2010, is by and
between Mammoth Corporation (the "Buyer"), and Quercus Trust (the "Seller"), as
follows:
1. As of today's date, Buyer agrees to purchase and seller agrees to
sell, subject to all terms and conditions contained herein, up to 470,000 free
trading shares of Bluefire Ethanol Fuels, Inc., (OTCBB: BFRE), with the shares
being delivered via DTC to Mammoth Corporation (FEIN 88-0496401) and with the
purchase price being set and paid two days after the shares clear DTC (defined
as being free of any restriction of any kind including by DTC, the issuer, the
transfer agent and Buyer's brokerage and clearing firms), and being lesser of
70% of the following:
o the average closing bid price for a five day period with the day the
shares clear deposit as described above being day three; or closing
bid price on the day the purchase price is to be paid.
2. A finder's fee of 5% from the purchase price will be deducted from
the amount paid by Mammoth Corporation to Seller at the time of each funding and
will be sent to Equinox Securities/Michael Draper ("the Finder"). Seller agrees
to the payment of the finder's fee described above and hereby authorizes Mammoth
Corporation to disburse the finder's fee on behalf of Seller to the Finder.
3. Seller represents and warrants that the above described shares are
owned by Seller, that Seller has the full authority and ability to transfer the
Shares to Buyer and that the shares are registered in a registration statement
dated May 18,2009, and that Mammoth Corporation's purchase of the shares and
Mammoth's resale of the shares are free from restriction, and that Seiler has
the full authority and ability to transfer the Shares to Buyer. Seller will,
provide an acceptable legal opinion from BFRE's corporate counsel confirming the
representations contained in this agreement. Seller also represents and warrants
that there are no stops, liens, encumbrances, or Court orders that would in any
way interfere with the transactions contemplated by this agreement.
4. The rights under this agreement are assignable by Buyer. Buyer or
any assign thereof will become the owner of the Shares and will enjoy all rights
attendant to the ownership of the Shares, including but not limited to, the
right to transfer, encumber, hypothecate, assign or otherwise dispose the
Shares.
5. In the event that additional documents are required for the transfer
of the Shares, Seller agrees to fully cooperate with the transfer of the Shares
and sign any and all documents necessary to transfer the Shares to Buyer and to
provide any documentation that may be required, including, but not, limited to
an additional acceptable legal opinion, stock power, or any other document
deemed by Buyer to be necessary or expedient.
6. The invalidity of unenforceability of any of the rights or remedies
herein shall not in any was affect any of the other rights or remedies herein
provided.
7. The parties acknowledge that this agreement constitutes a sale of
stock and that it is not a loan.
8. The parties intend this agreement to outline transactions planned to
take place as described in paragraph one and to accommodate the intended
transactions. If for any reason any transaction does not occur or the funds are
not sent by Mammoth Corporation or the shares are not freely and electronically
transferable by Mammoth Corporation, the agreement is null and void, except any
completed transaction will stand and if (in the unlikely event) only one side of
any transaction has occurred, both parties agree that neither party shall be
unjustly enriched and any party receiving consideration without sending the
agreed consideration will promptly return the one sided consideration.
9. This Agreement embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.
10. This Agreement is being delivered and is intended to be performed
in Lake County, Illinois and jurisdiction and venue for any action arising
hereunder shall be solely in the Lake County Circuit Court and Seller expressly
consents to the jurisdiction of that Court for resolution of any disputes that
may arise. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Illinois, and to the extent applicable, the
law of the United States. In the event that Buyer resorts to litigation relating
to the rights afforded herein, Seller shall be responsible for the costs
incurred by Buyer associated with any such litigation, including reasonable
attorney fees, provided Buyer is the prevailing party in any such action
regardless of whether the action is brought by Buyer or Seller. The parties
agree that a document signed and sent electronically including via facsimile or
email is an original and binding document.
Seller: Quercus Trust Buyer: Mammoth Corporation
By: /s/ David Gelbaum By: /s/ Brad Hare
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Brad Hare, President
David Gelbaum, Trustee
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