Common use of DISSOLUTION AND WINDING Clause in Contracts

DISSOLUTION AND WINDING. UP 31 9.1 Events of Dissolution 31 9.2 Procedure for Winding Up 31 9.3 Accounting 31 9.4 Certificate of cancellation 31 9.5 Recourse for Claims 32 ARTICLE 10 CONFIDENTIALITY 32 10.1 Confidentiality 32 ARTICLE 11 INDEMNIFICATION; EXCULPATION; FIDUCIARY DUTIES 33 11.1 Indemnification 33 11.2 Exculpation 33 11.3 Competitive Activities 34 11.4 Indemnification of Employees and Agents 34 11.5 Appearance as a Witness 34 11.6 Nonexclusivity of Rights 34 11.7 Insurance 34 11.8 Savings Clause 35 ARTICLE 12 ATTORNEY-IN-FACT AND AGENT 35 12.1 Performance of Duties; No Liability of Members, Managers and Officers 35 ARTICLE 13 GENERAL PROVISIONS 35 13.1 Notice 35 13.2 Amendment and Waiver 36 13.3 Effect of Waiver and Consent 36 13.4 Entire Agreement 36 13.5 Counterparts 36 13.6 Governing Law 36 13.7 Remedies. 37 13.8 Public Announcements 37 13.9 Further Assurances 37 13.10 severability 37 13.11 No Agency 37 13.12 Headings 37 13.13 Time of the Essence 37 13.14 No Third Party Beneficiaries 34 13.15 Acknowledgement 34 13.16 No Interest in Specific Property 35 13.17 Attorneys’ Fees and Expenses 35 ARTICLE 14 DEFINITIONS 35 14.1 Defined Terms 35 14.2 Construction 45 This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Aemetis Biogas LLC, a Delaware limited liability company (the “Company”), is entered into effective as of December 19, 2018 (the “Effective Date”), by and among the Company, Aemetis, Inc., a Nevada corporation (“Aemetis”), and Protair-X Americas, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Article 14.

DISSOLUTION AND WINDING. UP 31 9.1 UP; RESIGNATION OF A MEMBER 89 Section 14.1 Dissolution Events of Dissolution 31 9.2 Procedure for 89 Section 14.2 Winding Up 31 9.3 Accounting 31 9.4 89 Section 14.3 Distribution upon Dissolution of the Company 90 Section 14.4 Claims of the Members 90 Section 14.5 No Resignations by Members 90 Article XV. CONFIDENTIAL INFORMATION; PUBLIC ANNOUNCEMENTS AND REGULATORY FILINGS 90 Section 15.1 Confidential Information 90 Section 15.2 Primary Liability for Breach 91 Section 15.3 Public Announcements 91 Section 15.4 Regulatory Filings 91 Section 15.5 Survival 93 Article XVI. MISCELLANEOUS 93 Section 16.1 Notices 93 Section 16.2 Amendment; Waivers 93 Section 16.3 No Third-Party Beneficiaries 95 Section 16.4 Compliance with Government Rules 95 Section 16.5 Governing Law 95 iii Section 16.6 Dispute Resolution 96 Section 16.7 Specific Performance 97 Section 16.8 Severability 97 Section 16.9 No Recourse; Limitation on Liability 98 Section 16.10 Offset 98 Section 16.11 Counterparts; Electronic Signature 98 Section 16.12 Binding Effect 98 Section 16.13 Exercise of Certain Rights 98 Section 16.14 Certain Expenses 98 Section 16.15 Legal Representation 98 Section 16.16 Notice to Members of Provisions of this Agreement 99 Section 16.17 Entire Agreement 99 Section 16.18 FI Member Owner Guaranty 99 iv ANNEXES: Annex A: Certificate of cancellation 31 9.5 Recourse for Claims 32 ARTICLE 10 CONFIDENTIALITY 32 10.1 Confidentiality 32 ARTICLE 11 INDEMNIFICATIONFormation Annex B: Commitments; EXCULPATIONMembership Interests; FIDUCIARY DUTIES 33 11.1 Indemnification 33 11.2 Exculpation 33 11.3 Competitive Activities 34 11.4 Indemnification FI Member Owner Allocations Annex C: Form of Employees Member Loan Agreement Annex D: Compliance Programs and Agents 34 11.5 Appearance as a Witness 34 11.6 Nonexclusivity Policies Standards Annex E: Qualified Majority Matters Annex F: Supermajority Matters Annex G: Unanimous Matters ▇▇▇▇▇ ▇: Form of Rights 34 11.7 Insurance 34 11.8 Savings Clause 35 ARTICLE 12 ATTORNEYJVCo Contribution Request Annex I: Initial Five-IN-FACT AND AGENT 35 12.1 Performance Year Business Plan Annex J: Construction Committee Terms of Duties; No Liability Reference Annex K: Company Economics Committee Terms of Members, Reference Annex L: Marketing Committee Terms of Reference Annex M: Discretionary Capital Improvements Annex N: Form of Monthly Operational Report Annex O: Form of Incumbency Certificate Annex P : Form of Acknowledgement Annex Q ADNOC Flip Down Provisions Annex R : Springing Governance SCHEDULES: Schedule 1: Managers and Officers 35 ARTICLE 13 GENERAL PROVISIONS 35 13.1 Notice 35 13.2 Amendment and Waiver 36 13.3 Effect of Waiver and Consent 36 13.4 Entire Agreement 36 13.5 Counterparts 36 13.6 Governing Law 36 13.7 Remedies. 37 13.8 Public Announcements 37 13.9 Further Assurances 37 13.10 severability 37 13.11 No Agency 37 13.12 Headings 37 13.13 Time of the Essence 37 13.14 No Third Party Beneficiaries 34 13.15 Acknowledgement 34 13.16 No Interest in Specific Property 35 13.17 Attorneys’ Fees and Expenses 35 ARTICLE 14 DEFINITIONS 35 14.1 Defined Terms 35 14.2 Construction 45 v This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Aemetis Biogas RIO GRANDE LNG TRAIN 5 INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company organized under the laws of the State of Delaware (the “Company”), is entered into effective as of December 19on October 16, 2018 (the “Effective Date”), 2025 by and among the CompanyMembers that are listed on Annex B and are signatories hereto and, Aemetis, Inc., a Nevada corporation for the limited purposes set forth in the FI Member Owner Binding Provisions (“Aemetis”defined below), and Protair-X Americas, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Article 14FI Member Owners.

DISSOLUTION AND WINDING. UP 31 9.1 UP; RESIGNATION OF A MEMBER 121 iii Section 14.1 Dissolution Events of Dissolution 31 9.2 Procedure for 121 Section 14.2 Winding Up 31 9.3 Accounting 31 9.4 121 Section 14.3 Distribution upon Dissolution of the Company 122 Section 14.4 Claims of the Members 122 Section 14.5 No Resignations by Members 122 ARTICLE XV. CONFIDENTIAL INFORMATION; PUBLIC ANNOUNCEMENTS AND REGULATORY FILINGS 122 Section 15.1 Confidential Information 122 Section 15.2 Primary Liability for Breach 123 Section 15.3 Public Announcements 123 Section 15.4 Regulatory Filings 124 Section 15.5 Survival 126 ARTICLE XVI. MISCELLANEOUS 126 Section 16.1 Notices 126 Section 16.2 Amendment; Waivers 126 Section 16.3 No Third-Party Beneficiaries 129 Section 16.4 Compliance with Government Rules 129 Section 16.5 Governing Law 129 Section 16.6 Dispute Resolution 130 Section 16.7 Specific Performance 132 Section 16.8 Severability 132 Section 16.9 No Recourse; Limitation on Liability 132 Section 16.10 Offset 133 Section 16.11 Counterparts; Electronic Signature 133 Section 16.12 Binding Effect 133 Section 16.13 Exercise of Certain Rights 133 Section 16.14 Certain Expenses 133 Section 16.15 Legal Representation 134 Section 16.16 Notice to Members of Provisions of this Agreement 134 Section 16.17 Entire Agreement 134 Section 16.18 FI Member Owner Guaranty 134 iv ANNEXES: Annex A: Certificate of cancellation 31 9.5 Recourse for Claims 32 ARTICLE 10 CONFIDENTIALITY 32 10.1 Confidentiality 32 ARTICLE 11 INDEMNIFICATIONFormation Annex B: Commitments; EXCULPATIONMembership Interests; FIDUCIARY DUTIES 33 11.1 Indemnification 33 11.2 Exculpation 33 11.3 Competitive Activities 34 11.4 Indemnification FI Member Owner Allocations Annex C: Form of Employees Member Loan Agreement Annex D: Compliance Programs and Agents 34 11.5 Appearance as a Witness 34 11.6 Nonexclusivity Policies Standards Annex E: Qualified Majority Matters Annex F: Supermajority Matters Annex G: Unanimous Matters ▇▇▇▇▇ ▇: Form of Rights 34 11.7 Insurance 34 11.8 Savings Clause 35 ARTICLE 12 ATTORNEYJVCo Contribution Request Annex I: Initial Five-IN-FACT AND AGENT 35 12.1 Performance Year Business Plan Annex J: Construction Committee Terms of Duties; No Liability Reference Annex K: Company Economics Committee Terms of Members, Reference Annex L: Marketing Committee Terms of Reference Annex M: Discretionary Capital Improvements Annex N: Form of Monthly Operational Report Annex O: Form of Incumbency Certificate Annex P: Form of Acknowledgement Annex Q: ADNOC Flip Down Provisions Annex R: Springing Governance SCHEDULES: Schedule 1: Managers and Officers 35 ARTICLE 13 GENERAL PROVISIONS 35 13.1 Notice 35 13.2 Amendment and Waiver 36 13.3 Effect of Waiver and Consent 36 13.4 Entire Agreement 36 13.5 Counterparts 36 13.6 Governing Law 36 13.7 Remedies. 37 13.8 Public Announcements 37 13.9 Further Assurances 37 13.10 severability 37 13.11 No Agency 37 13.12 Headings 37 13.13 Time of the Essence 37 13.14 No Third Party Beneficiaries 34 13.15 Acknowledgement 34 13.16 No Interest in Specific Property 35 13.17 Attorneys’ Fees and Expenses 35 ARTICLE 14 DEFINITIONS 35 14.1 Defined Terms 35 14.2 Construction 45 v This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Aemetis Biogas RIO GRANDE LNG TRAIN 4 INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company organized under the laws of the State of Delaware (the “Company”), is entered into effective as of December 19on September 9, 2018 (the “Effective Date”), 2025 by and among the CompanyMembers that are listed on Annex B and are signatories hereto and, Aemetis, Inc., a Nevada corporation for the limited purposes set forth in the FI Member Owner Binding Provisions (“Aemetis”defined below), and Protair-X Americas, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Article 14FI Member Owners.