GLOBAL GUARANTY AGREEMENT
This GLOBAL GUARANTY AGREEMENT dated as of January 11, 2008 (the
"Guaranty"), is given by (i) Viridis Capital LLC, a New Jersey limited liability
company (the "Parent") (ii) Kevin Kreisler, (iii) GreenShift Corporation, a
Delaware corporation ("GreenShift"), (iv) GS AgriFuels Corporation, a Delaware
corporation ("AgriFuels"), (v) GS CleanTech Corporation (f/k/a Veridium
Corporation), a Delaware corporation ("CleanTech," collectively with GreenShift
and AgriFuels, the "Companies"), and (vi) each subsidiary and affiliate of the
Companies listed on Schedule 1 attached hereto (the "Subsidiaries," collectively
with the Parent and the Companies, the "Guarantors") in favor of YA Global
Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) (the "Secured Party").
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Security Agreement (as defined below).
WHEREAS:
A. The Secured Party is the holder of certain Convertible Debentures issued by
the Companies to the Secured Party.
B. In connection with certain Securities Purchase Agreements, the Companies
have agreed, upon the terms and subject to the conditions of the Securities
Purchase Agreements, to issue to the Secured Party (i) the Convertible
Debentures, and (ii) certain warrants to be exercisable to acquire
additional shares of common stock as set forth in the Securities Purchase
Agreements.
C. The Secured Party and certain of the Guarantors are parties to Prior Debt
Security Documents.
D. The Secured Party and one of the Subsidiaries, GS COES (Yorkville I), LLC,
a Delaware limited liability company ("GS COES") have entered into a Credit
Agreement, dated as of January 11, 2008, pursuant to which the Secured
Party may make loans to GS COES from time to time (the "GS COES Loans").
E. Each of the Guarantors has executed and delivered (i) a Global Security
Agreement, dated as of the date hereof (as may be amended and supplemented
from time to time, the "Security Agreement"), pursuant to which the
Guarantors pledge and grant to the Secured Party a security interest in and
to all of the Guarantors' assets and personal property; the Secured Party;
and (ii) an Intellectual Property Security Agreement, dated as of the date
hereof;
F. Certain Guarantors, including the Parent, have entered into a Global Pledge
and Escrow Agreement, dated as of the date hereof (as may be amended and
supplemented from time to time, the "Pledge Agreement").
G. The Secured Party has extended financial accommodations to the Companies
and certain Subsidiaries, pursuant to the Convertible Debentures or
otherwise, and the Guarantors will directly benefit from the extension of
such financial accommodation as part of the affiliated business operations
of the Guarantors; each Guarantor acknowledges that without this Guaranty,
the Secured Party would not be willing to enter into the transaction
documents related to such financial accommodations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, each Guarantor hereby agrees as
follows:
SECTION 1 Guaranty.
1.1 Guaranty.
(a) Each Guarantor, as direct obligor and not merely as surety, hereby
unconditionally, absolutely, and irrevocably guarantees to the Secured
Party the full payment and prompt performance of all of the
Obligations. Without limiting the foregoing, the Guarantors hereby
agree that upon any Event of Default, the Guarantors shall immediately
pay or perform any Obligations without notice, demand or formality of
any kind.
(b) The term "Obligations" shall mean and include any and all debts,
liabilities, obligations, covenants and duties owing by any Guarantor
to the Secured Party, now existing or hereafter arising of every
nature, type, and description, whether liquidated, unliquidated,
primary, secondary, secured, unsecured, direct, indirect, absolute, or
contingent, and whether or not evidenced by a note, guaranty or other
instrument, and any amendments, extensions, renewals or increases
thereof, including, without limitation, all those under (i) the
Transaction Documents; (ii) any agreement or document related to the
Transaction Documents; or (iii) any other or related documents, and
including any interest accruing thereon after insolvency,
reorganization or like proceeding relating to the Guarantors, whether
or not a claim for post-petition interest is allowed in such
proceeding, and all costs and expenses of the Secured Party incurred
in the enforcement, collection or otherwise in connection with any of
the foregoing, including, but not limited to, reasonable attorneys'
fees and expenses and all obligations of the Guarantors to the Secured
Party to perform acts or refrain from taking any action.
1.2 Continuing Guaranty.
(a) The Obligations under this Guaranty are continuing, absolute,
unconditional and irrevocable irrespective of the validity,
regularity, enforceability or value of any of the Obligations and
notwithstanding any claim, defense or right of set-off which the
Guarantors may have against the Secured Party, including any such
claim, defense or right based on any present or future applicable law
and irrespective of any other circumstances which might otherwise
constitute a legal or equitable release, defense or discharge of a
surety or a guarantor. Without limiting the generality of the
foregoing, the Obligations of each Guarantor hereunder shall not be
discharged or impaired or otherwise affected by:
(i) any rescission, waiver, amendment or modification of any terms or
provisions of the Obligations or the documents evidencing the
same.
(ii) any fraudulent, illegal, or improper act by any Guarantor or any
failure, omission or delay on the part of any Guarantor to
conform or comply with any term of the Obligations or of this
Guaranty;
(iii) any failure of the Secured Party to assert a claim or demand or
to enforce or exercise any right or remedy against any Guarantor
or any other guarantor for any reason;
(iv) any release or discharge by operation of law or otherwise of any
Guarantor from any Obligation or the documents evidencing the
same;
(v) any change in the existence, structure or ownership of any
Guarantor or the legal incapacity of any Guarantor;
(vi) any insolvency, bankruptcy, reorganization, arrangement,
readjustment, composition, liquidation or other similar
proceeding affecting any Guarantor or its/his assets or any
resulting disallowance, release or discharge of all or any
portion of the Obligations;
(vii) the failure by any Guarantor or any other person to sign this
Guaranty; and
(viii) any other occurrence, circumstance, happening or event, whether
similar or dissimilar to the foregoing and whether foreseen or
unforeseen, which otherwise might constitute a legal or equitable
defense or discharge of the liabilities of a guarantor or surety
or which otherwise might limit recourse against any Guarantor.
(b) This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time payment or performance of the Obligations,
or any part thereof, to the Secured Party is rescinded or must
otherwise be returned by the Secured Party upon the insolvency,
bankruptcy or reorganization of the Guarantors, all as though such
payment to the Secured Party has not been made.
1.3 Guaranty of Payment and Not of Collection; Subordination.
(a) The liability of each Guarantor shall be continuing, direct and
immediate and not conditional or contingent upon either the pursuit of
any remedies against the Companies, a Guarantor or any other person or
foreclosure of any security interests or liens available to the
Secured Party, its successors, endorsees or assigns. The Secured Party
may accept any payment(s), plan for adjustment of debts, plan of
reorganization or liquidation, or plan of composition or extension
proposed by, or on behalf of, the Companies or any other Guarantor
without in any way affecting or discharging the liability of any
Guarantor. If the Obligations are partially paid, each Guarantor shall
remain liable for any balance of such Obligations. Without limiting
any other provision of, impairing or affecting this Guaranty, the
Secured Party may, at any time and from time to time, take or refrain
from taking, all or any actions whatsoever, including the following
actions: (a) retain or obtain a Lien in any property to secure any of
the Obligations; (b) amend, extend, renew, adjust, waive or release
any Obligations or the terms thereof, (c) release or fail to perfect
its interest in all or any property securing any of the Obligations or
permit any substitution or exchange for any such property.
(b) With respect to any sum paid or payable by a Guarantor hereunder or in
connection herewith or otherwise, all rights of such Guarantor against
any other Guarantor arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall
in all respects be subordinate and junior in right of payment to the
prior indefeasible payment or performance in full of all the
Obligations. In addition, any indebtedness of any Guarantor now or
hereafter held by any Guarantor is hereby subordinated in right of
payment to the prior payment or performance in full of the Obligations
and no Guarantor shall demand, sue for, or otherwise attempt to
collect any such indebtedness, or prove any claim in competition with
the Secured Party in respect of any payment hereunder in bankruptcy or
insolvency proceedings of any nature. If any amount shall erroneously
be paid to any Guarantor on account of (i) such subrogation,
contribution, reimbursement, indemnity or similar right or (ii) any
such indebtedness of any Guarantor as borrower of a Guarantor, such
amount shall be held in trust for the benefit of the Secured Party and
shall forthwith be paid to the Secured Party to be credited against
the payment of the Obligations.
1.4 Discharge. Each Guarantor covenants and agrees that this Guaranty will not
be discharged, except by complete performance of the Obligations.
1.5 Interest. Guarantors will pay on demand interest on all amounts due to the
Secured Party under this Guaranty, or arising under any documents,
instruments, or agreements relating to any collateral securing this
Guaranty, from the time the Secured Party first demands payment of this
Guaranty at a rate equal to the highest rate applicable to any of the
Obligations after the earlier of (i) demand, or (ii) maturity, or (iii) the
occurrence of any event of default under any instrument, document or
agreement evidencing the Obligations (but in no event higher than the
highest rate of interest which under the circumstances may be charged under
applicable law).
1.6 Costs and Expenses. Without limiting any obligation of any Guarantor
hereunder, each Guarantor agrees, jointly and severally, to pay all
reasonable fees and costs (including, without limitation, reasonable
attorneys' fees and expenses, whether or not involving litigation and/or
appellate or bankruptcy proceedings) incurred by Secured Party in (i)
collecting or securing or attempting to collect or secure this Guaranty or
each Convertible Debenture; (ii) defending or prosecuting any actions or
proceedings arising out of or relating to the Secured Party's transactions
with the Guarantors.
1.7 Indemnification. For said good and valuable consideration, the Guarantors
also shall indemnify, defend, and hold the Secured Party, or any agent,
employee, officer, attorney, or representative of the Secured Party,
harmless of and from any claim brought or threatened against the Secured
Party or any such person so indemnified by: any Guarantor; any other
obligor or endorser of the Obligations or any other person (as well as from
attorneys' fees and expenses in connection therewith) on account of the
Secured Party's relationship with the Guarantors, or any other obligor or
endorser of the Obligations (each of which may be defended, compromised,
settled, or pursued by the Secured Party with counsel of the Secured
Party's selection, but at the expense of the undersigned).
SECTION 2 Additional Guarantors.
Pursuant to Section 6.12 of the Security Agreement, each subsidiary of the
Guarantors that is formed or acquired after the execution of this Guaranty is
required to execute the Guaranty. Such subsidiary shall become a Guarantor
hereunder with the same force and effect as if originally named as a Guarantor
herein. The execution and delivery of any instrument adding an additional
Guarantor as a party to this Guaranty shall not require the consent of any other
Guarantor hereunder. The rights and obligations of each Guarantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Guarantor as a party to this Guaranty.
SECTION 3 Representations and Warranties.
Each Guarantor hereby represents and warrants to the Secured Party as
follows:
(a) each corporate Guarantor has full power, right and authority to enter
into and perform its obligations under this Guaranty, and this
Guaranty has been duly executed and delivered by each Guarantor and
constitutes the valid and binding obligation of each Guarantor and is
enforceable against each Guarantor in accordance with its terms.
(b) No permits, approvals or consents of or notifications to (a) any
governmental entities, or (b) any other persons or entities are
necessary in connection with the execution, delivery and performance
by any Guarantor of this Guaranty and the consummation by each
Guarantor of the transactions contemplated hereby.
(c) Neither the execution and delivery of this Guaranty by any Guarantor
nor the performance by them of the transactions contemplated hereby
will:
(i) violate or conflict with or result in a breach of any provision
of any law, statute, rule, regulation, order, permit, judgment,
ruling, injunction, decree or other decision of any court or
other tribunal or any governmental entity or agency binding on a
Guarantor or his properties, or conflict with or cause an event
of default under any contract or agreement of a Guarantor; or
(ii) require any authorization, consent, approval, exemption or other
action by or notice to any court, administrative or governmental
body, person, entity or any other third party.
(d) Each of the Companies is solvent, able to pay its debts as they
mature, has capital sufficient to carry on its business, and the fair
present saleable value of its assets, calculated on a going concern
basis, is in excess of the amount of its liabilities (except for
certain derivative liabilities related to the Convertible Debentures).
(e) Except as set forth on Schedule 3(e), the Guarantors have no pending
or threatened litigation, arbitration, actions or proceedings which if
adversely decided could reasonably be expected to result in a Material
Adverse Effect, individually or in the aggregate.
(f) The Parent is not engaged in any business or activity and does not own
any asset or property other than (a) the direct or indirect ownership
of all outstanding equity interests in the subsidiaries listed in
Schedule 6.12 of the Security Agreement and pledged pursuant to Pledge
Agreement, (b) maintaining its corporate existence, (c) participating
in tax, accounting and other administrative activities as the parent
of the consolidated group of companies, (d) the execution and delivery
of the Transaction Documents to which it is a party and the
performance of its obligations thereunder, and (e) activities
incidental to the businesses or activities described in clauses (a)
through (d) of this Section 3(f).
SECTION 4. Event of Default.
(a) For purposes of this Guaranty, an event of default shall be deemed to
have occurred upon an Event of Default under the Security Agreement.
(b) Upon an event of default, all of the obligations of each Guarantor
hereunder shall be immediately due and payable without any action on
the part of the Secured Party, and the Secured Party shall be entitled
to seek and institute any and all remedies available to it.
SECTION 5 Remedies, Other Obligations, Breaches and Injunctive Relief.
(a) No remedy conferred under this Guaranty upon the Secured Party is
intended to be exclusive of any other remedy available to the Secured
Party, pursuant to the terms of this Guaranty or otherwise, at law or
in equity (including a decree of specific performance and/or other
injunctive relief). No single or partial exercise by the Secured Party
of any right, power or remedy hereunder shall preclude any other or
further exercise thereof.
(b) The failure of the Secured Party to exercise any right or remedy under
this Guaranty or otherwise, or delay in exercising such right or
remedy, shall not operate as a waiver thereof.
(c) Every right and remedy of the Guarantors under any document executed
in connection with this transaction, including but not limited to this
Guaranty, the Loan Instruments, and the Other Loan Documents or under
applicable law may be exercised from time to time and as often as may
be deemed expedient by the Secured Party.
(d) The Guarantors acknowledge that a breach by a Guarantor of its/his
obligations hereunder will cause irreparable harm to the Secured Party
and that the remedy at law for any such breach may be inadequate. The
Guarantors therefore agree that, in the event of any such breach or
threatened breach by the Guarantors, the Secured Party shall be
entitled, in addition to all other available remedies, to an
injunction restraining any breach, and specific performance without
the necessity of showing economic loss and without any bond or other
security being required. Nothing herein shall limit Secured Party's
right to pursue actual damages for any failure by a Guarantor to
comply with the terms of this Guaranty.
SECTION 6 Maximum Liability.
Notwithstanding any provision herein contained to the contrary, each
Guarantor's liability under this Guaranty shall be limited to an amount not to
exceed as of any date of determination the amount which could be claimed by any
Secured Party from such Guarantor under this Guaranty without rendering such
claim voidable or avoidable under Section 548 of the Bankruptcy Code (11 U.S.C.
ss.ss. 101 et seq.) or under any applicable state Uniform Fraudulent Transfer
Act, Uniform Fraudulent Conveyance Act or similar statute or common law (the
"Avoidance Provisions") after taking into account, among other things, such
Guarantor's right of contribution and indemnification from each other Guarantor,
if any. To the end set forth above, but only to the extent that the Obligations
of a Guarantor hereunder (the "Guaranty Obligations") would otherwise be subject
to avoidance under the Avoidance Provisions, if such Guarantor is not deemed to
have received valuable consideration, fair value, fair consideration or
reasonably equivalent value for the Guaranty Obligations, or if the Guaranty
Obligations would render such Guarantor insolvent, or leave such Guarantor with
an unreasonably small capital to conduct its business, or cause such Guarantor
to have incurred debts (or to have intended to have incurred debts) beyond its
ability to pay such debts as they mature, in each case as of the time any of the
Guaranty Obligations is deemed to have been incurred for the purposes of the
Avoidance Provisions, the maximum Guaranty Obligations for which such Guarantor
shall be liable hereunder shall be reduced to that amount which, after giving
effect thereto, would not cause the Guaranty Obligations as so reduced, to be
subject to avoidance under the Avoidance Provisions.
SECTION 7 Miscellaneous.
7.1 Notices, Consents, etc. Any notices, consents, waivers or other
communications required or permitted to be given under the terms hereof
must be in writing and will be deemed to have been delivered: (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii)
one (1) trading day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive
the same. The addresses and facsimile numbers for such communications shall
be:
If to any Guarantor: c/o GreenShift Corporation
One Penn Plaza, Suite 1612
New York, NY 10119
Attention: Kevin Kreisler, Chief Executive Officer
Telephone: 212-994-5374
Facsimile: 646-572-6336
With a copy to: Robert Brantl, Esq.
52 Milligan Lane
Irvington, NY 10533
Telephone: 914-693-3026
Facsimile: 914-693-1807
If to Secured Party: YA Global Investments, L.P.
101 Hudson Street-Suite 3700
Jersey City, New Jersey 07302
Attention: Mark Angelo
Portfolio Manager
Telephone: (201) 985-8300
Facsimile: (201) 985-8266
With Copies to: Troy Rillo, Esq.
101 Hudson Street - Suite 3700
Jersey City, New Jersey 07302
Telephone: (201) 985-8300
Facsimile: (201) 985-1964
or at such other address and/or facsimile number and/or to the attention of such
other person as the recipient party has specified by written notice given to
each other party three (3) trading days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.
7.2 Waiver of Presentment. To the fullest extent permitted by law and except as
otherwise provided herein, the Guarantors waive demand, presentment,
protest, notice of dishonor, suit against or joinder of any other person,
and all other requirements necessary to charge or hold each Guarantor
liable with respect to this Guaranty.
7.3 Severability. If any provision of this Guaranty is, for any reason, invalid
or unenforceable, the remaining provisions of this Guaranty will
nevertheless be valid and enforceable and will remain in full force and
effect. Any provision of this Guaranty that is held invalid or
unenforceable by a court of competent jurisdiction will be deemed modified
to the extent necessary to make it valid and enforceable and as so modified
will remain in full force and effect.
7.4 Amendment and Waiver. This Guaranty may be amended, or any provision of
this Guaranty may be waived, provided that any such amendment or waiver
will be binding on a party hereto only if such amendment or waiver is set
forth in a writing executed by the parties hereto. The waiver by any such
party hereto of a breach of any provision of this Guaranty shall not
operate or be construed as a waiver of any other breach.
7.5 Headings. The subject headings of Articles and Sections of this Guaranty
are included for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions.
7.6 Assignment. This Guaranty will be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns,
but will not be assignable or delegable by the Guarantors. Except as
otherwise provided herein, this Note shall bind and inure to the benefit of
and be enforceable by the parties and their permitted successors and
assigns.
7.7 Further Assurances. Each party will execute all documents and take such
other actions as the other parties may reasonably request in order to
consummate the transactions provided for herein and to accomplish the
purposes of this Guaranty.
7.8 Third Parties. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the
stated beneficiaries of this Guaranty and their respective permitted
successors and assigns, any rights or remedies under or by reason of this
Guaranty.
7.9 Liability of Guarantors. Notwithstanding any provision herein, the
Guarantors, and each of them, are and shall be jointly and severally liable
for any and all Obligations (whether any such Obligation is specified as an
obligation of the Guarantors or of any of them).
7.10 No Strict Construction. The language used in this Guaranty will be deemed
to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any
party hereto.
7.11 Governing Law; Jurisdiction. This Guaranty shall be governed by and
interpreted in accordance with the laws of the State of New Jersey without
regard to the principles of conflict of laws. The parties further agree
that any action between them shall be heard in Hudson County, New Jersey,
and expressly consent to the jurisdiction and venue of the Superior Court
of New Jersey, sitting in Hudson County and the United States District
Court for the District of New Jersey sitting in Newark, New Jersey for the
adjudication of any civil action asserted pursuant to this Paragraph,
provided, however, that nothing herein shall prevent the Secured Party from
enforcing its rights and remedies (including, without limitation, by filing
a civil action) with respect to the Collateral and/or the Guarantors in any
other jurisdiction in which the Collateral and/or the Guarantors may be
located. 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 Guaranty 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.
7.12 Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THE SECURED PARTY TO
MAKE FINANCIAL ACCOMMODATIONS TO THE COMPANIES OR ANY GUARANTOR, EACH
GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN
ANY WAY TO THIS GUARANTY AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.
7.13 Counterparts; Facsimile Signatures. This Guaranty may be executed and
delivered by exchange of facsimile signatures of the Secured Party and the
Guarantors, and those signatures need not be affixed to the same copy. This
Guaranty may be executed in any number of counterparts.
7.14 Entire Agreement. This Guaranty (including the recitals hereto) and the
other documents or agreements delivered in connection herewith set forth
the entire understanding of the parties with respect to the subject matter
hereof, and shall not be modified or affected by any offer, proposal,
statement or representation, oral or written, made by or for any party in
connection with the negotiation of the terms hereof, and may be modified
only by instruments signed by all of the parties hereto.
7.15 Collateral. The Guarantors' obligations to the Secured Party hereunder
shall be secured by all collateral heretofore or hereafter granted to the
Secured Party by the Guarantors, whether in connection with this Guaranty
or otherwise, including, without limitation, all collateral granted to the
Secured Party pursuant to the Security Agreement or the Pledge Agreement.
7.16 Existing Guaranty. The Guaranty is intended to be supplemental to, and not
in limitation of, any existing guaranty in favor of the Secured Party to
secure the Obligations, whether under the Prior Debt Security Documents,
the Other Loan Documents, or otherwise. All such existing guaranty, and any
rights of the Secured Party in connection therewith, shall remain in full
force and effect in accordance with their respective terms, provided,
however, that in the event of a conflict between the terms of this
Agreement and of any such prior guaranty, or the documents evidencing the
same, the terms of this Agreement shall control.
IN WITNESS WHEREOF, each Guarantor has caused this Global Guaranty
Agreement to be signed as of the date first written above.
/s/ Kevin Kreisler
-------------------------
KEVIN KREISLER
\ VIRIDIS CAPITAL LLC
By:/s/ Kevin Kreisler
-------------------------
Name: Kevin Kreisler
Title: Chairman
GREENSHIFT CORPORATION
By:/s/ Kevin Kreisler
-------------------------
Name: Kevin Kreisler
Title: Chairman
GS AGRIFUELS CORPORATION
By:/s/ Kevin Kreisler
-------------------------
Name: Kevin Kreisler
Title: Chairman
GS CLEANTECH CORPORATION
By:/s/ Kevin Kreisler
-------------------------
Name: Kevin Kreisler
Title: Chairman
OTHER GUARANTORS:
GS ETHANOL TECHNOLOGIES, INC.
By:/s/ Kevin Kreisler
-------------------------
Name: Kevin Kreisler
Title: Chairman
GS COES (YORKVILLE I), LLC
By:/s/ Kevin Kreisler
-------------------------
Name: Kevin Kreisler
Title: Chairman
GS ENERGY CORPORATION
By:/s/ Kevin Kreisler
-------------------------
Name: Kevin Kreisler
Title: Chairman
WARNECKE DESIGN SERVICE, INC.
By:/s/ Kevin Kreisler
--------------------------
Name: Kevin Kreisler
Title: Chairman
WARNECKE RENTALS, LLC
By:/s/ Kevin Kreisler
--------------------------
Name: Kevin Kreisler
Title: Chairman
GS CARBON DIOXIDE TECHNOLOGIES, INC.
By:/s/ Kevin Kreisler
--------------------------
Name: Kevin Kreisler
Title: Chairman
GS ENVIROSERVICES, INC.
By:/s/ Kevin Kreisler
---------------------------
Name: Kevin Kreisler
Title: Chairman
ENVIRO-SAFE CORP.
By:/s/ Kevin Kreisler
---------------------------
Name: Kevin Kreisler
Title: Chairman
ENVIRO-SAFE CORPORATION (NE)
By:/s/ Kevin Kreisler
---------------------------
Name: Kevin Kreisler
Title: Chairman
NEXTGEN ACQUISITION, INC.
By:/s/ Kevin Kreisler
---------------------------
Name: Kevin Kreisler
Title: Chairman
NEXTGEN FUEL INC.
By:/s/ Kevin Kreisler
---------------------------
Name: Kevin Kreisler
Title: Chairman
SUSTAINABLE SYSTEMS, INC.
By: Kevin Kreisler
Name:
Title:
SUSTAINABLE SYSTEMS LLC
By:/s/ Kevin Kreisler
---------------------------
Name: Kevin Kreisler
Title: Chairman
MEAN GREEN BIOFUELS, INC.
By:/s/ Kevin Kreisler
---------------------------
Name: Kevin Kreisler
Title: Chairman
MEAN GREEN BIODIESEL #1, INC.
By:/s/ Kevin Kreisler
----------------------------
Name: Kevin Kreisler
Title: Chairman
MEAN GREEN BIODIESEL #2, INC.
By:/s/ Kevin Kreisler
-----------------------------
Name: Kevin Kreisler
Title: Chairman
MEAN GREEN BIODIESEL #3, INC.
By:/s/ Kevin Kreisler
-----------------------------
Name: Kevin Kreisler
Title: Chairman
AMERICAN METALS RECOVERY, CORP.
By:/s/ Kevin Kreisler
----------------------------
Name: Kevin Kreisler
Title: Chairman
METAL RECOVERY TRANSPORTATION CORP.
By:/s/ Kevin Kreisler
-----------------------------
Name: Kevin Kreisler
Title: Chairman