Gevo, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 8th, 2022 • Gevo, Inc. • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2022, between Gevo, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SERIES 2022-A COMMON STOCK PURCHASE WARRANT GEVO, INC.
Gevo, Inc. • June 8th, 2022 • Industrial organic chemicals • New York

THIS SERIES 2022-A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 8, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gevo, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 8th, 2020 • Gevo, Inc. • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2020, between Gevo, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 21st, 2021 • Gevo, Inc. • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2021, between Gevo, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AT THE MARKET OFFERING AGREEMENT January 16, 2024
Market Offering Agreement • January 16th, 2024 • Gevo, Inc. • Industrial organic chemicals • New York

Gevo, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

STRICTLY CONFIDENTIAL Gevo, Inc.
Letter Agreement • June 1st, 2018 • Gevo, Inc. • Industrial organic chemicals • New York
EMPLOYMENT AGREEMENT
Employment Agreement • January 19th, 2011 • Gevo, Inc. • Industrial organic chemicals • Colorado

This Employment Agreement (this “Agreement”) is made and entered into as of September 22, 2010 (such date, the “Commencement Date”), by and between Gevo, Inc., a Delaware corporation (the “Company”), and Michael A. Slaney (the “Executive”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 24th, 2020 • Gevo, Inc. • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2020, between Gevo, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Contract
Gevo, Inc. • August 12th, 2010 • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

Contract
English Warrant Agreement • October 1st, 2010 • Gevo, Inc. • Industrial organic chemicals • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

GEVO, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 19th, 2011 • Gevo, Inc. • Industrial organic chemicals • Delaware

This Indemnification Agreement (this “Agreement”) is effective as of , 2011 by and between Gevo, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

FUEL SALES AGREEMENT
Fuel Sales Agreement • March 22nd, 2022 • Gevo, Inc. • Industrial organic chemicals • New York

This Fuel Sales Agreement (this “Agreement”), is entered into as of March 16, 2022 (the “Effective Date”) and is made by and between GEVO, INC., a Delaware corporation (“Seller”) and DELTA AIR LINES, INC., a Delaware corporation (“Buyer”). Each of Seller and Buyer is referred to herein as a “Party” and collectively are referred to herein as the “Parties.” Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in the General Terms and Conditions (as defined in Section 1.1 below).

PORTIONS OF THIS EXHIBIT MARKED BY [**] HAVE BEEN OMITTED PURSUANT TO RULE 601(B)(10) OF REGULATION S-K. THE OMITTED INFORMATION IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
Renewable Hydrocarbons Purchase and Sale Agreement • October 6th, 2021 • Gevo, Inc. • Industrial organic chemicals • New York

This RENEWABLE HYDROCARBONS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made this 14th day of August 2020 (“Execution Date”) by and between GEVO, INC., a Delaware corporation having its principal office at 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112 (“Seller”) and TRAFIGURA TRADING LLC, a Delaware corporation having its principal office at 1401 McKinney Street, Suite 1500, Houston, Texas 77010 (“Buyer”). Seller and Buyer may be referred to individually as a “Party” and collectively as the “Parties”.

COMMON STOCK UNIT WARRANT AGREEMENT
Common Stock Unit Warrant Agreement • August 6th, 2014 • Gevo, Inc. • Industrial organic chemicals • New York

THIS WARRANT AGREEMENT (this “Agreement”) is dated August 5, 2014, between Gevo, Inc., a Delaware corporation (the “Company”), and the American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).

ACQUISITION AGREEMENT
Acquisition Agreement • November 4th, 2010 • Gevo, Inc. • Industrial organic chemicals • Delaware
EXCHANGE AGREEMENT
Exchange Agreement • September 9th, 2016 • Gevo, Inc. • Industrial organic chemicals • New York

This Exchange Agreement (this “Agreement”) is made and entered into as September , 2016, by and between (the “Holder”), and Gevo, Inc., a Delaware corporation (the “Company”).

LICENSE AGREEMENT
Exclusive License Agreement • November 4th, 2010 • Gevo, Inc. • Industrial organic chemicals • California

THIS AGREEMENT is effective as of the 12th day of July, 2005 (the “Effective Date”), between CALIFORNIA INSTITUTE OF TECHNOLOGY, 1200 East California Boulevard, Pasadena, CA 91125 (“Caltech”) and Methanotech, Inc. (“Licensee”), a Delaware corporation having a place of business at Pasadena, California.

CONSENT UNDER AND FIFTH AMENDMENT TO AMENDED AND RESTATED PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 30th, 2015 • Gevo, Inc. • Industrial organic chemicals • California

This Consent Under and Fifth Amendment to Amended and Restated Plain English Growth Capital Loan and Security Agreement (this “Amendment”) is made and entered into as of January 28, 2015, by and between AGRI-ENERGY, LLC, a Minnesota limited liability company (“Agri-Energy” or “You”), GEVO, INC., a Delaware corporation (“Gevo”), and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company (“TriplePoint” or “Us”; together with Agri-Energy, collectively, the “Parties”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 13th, 2020 • Gevo, Inc. • Industrial organic chemicals • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of January 10, 2020 by and among Gevo, Inc., a Delaware corporation (the "Company"), the investors set forth on the signature page hereto (the “Holders”), and each other party who hereafter executes and delivers a Joinder Agreement (each, a "Joining Party," and together with the Holders, the "Investor") in the form attached as Exhibit A hereto (a "Joinder Agreement") agreeing to be bound by the terms hereof.

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • November 4th, 2010 • Gevo, Inc. • Industrial organic chemicals • Delaware

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Gevo Development, LLC (“Development”), dated as of August 5, 2010 (the “Effective Date”), is made by and among the Members and Development. Capitalized terms used in this Agreement, but not otherwise defined, will have the meanings set forth in Exhibit A.

CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED FUEL SUPPLY...
Fuel Supply Agreement • March 15th, 2023 • Gevo, Inc. • Industrial organic chemicals • New York

This AMENDED AND RESTATED FUEL SUPPLY AGREEMENT (this “Agreement”) is made this 15th day of March 2023 (the “Restated Execution Date”) by and between GEVO, INC., a Delaware corporation having its principal office at 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112 (“Gevo”) and KOLMAR AMERICAS, INC., a Delaware corporation having its principal office at 10 Middle Street, Penthouse, Bridgeport, Connecticut (“Kolmar”). Gevo and Kolmar may be referred to individually as a “Party” and collectively as the “Parties”.

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GEVO, INC. Stock Option Award Agreement
Stock Option Award Agreement • March 29th, 2011 • Gevo, Inc. • Industrial organic chemicals • Delaware

This Award is conditioned on your execution of this Award Agreement within twenty (20) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have carefully considered the terms and conditions of the Plan and this Award, plus the information disclosed within the attached Plan prospectus, and (ii) consulted with your personal legal and tax advisors about all of these documents.

Contract
Rights Agreement • August 12th, 2010 • Gevo, Inc. • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

AMENDED AND RESTATED COMMERCIALIZATION AGREEMENT
Commercialization Agreement • August 3rd, 2012 • Gevo, Inc. • Industrial organic chemicals • Colorado

This Amended and Restated Commercialization Agreement (together with all appendices attached hereto, this “Agreement”) is made and entered into on this 11th day of August, 2011 (the “Commencement Date”), but effective as of October 16, 2008 (the “Effective Date”) by and between ICM, Inc., a Kansas corporation with its principal place of business at 310 N. First Street, Colwich, KS 67030 (“ICM”) and Gevo, Inc., a Delaware corporation with offices at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112 (“Gevo”) (Gevo and ICM are collectively referred to as the “Parties” and each individually as a “Party”). As used in this Agreement, the term “Affiliates” means and refers to any entity that controls, or is controlled by, or is under common control with, that entity.

SUBLEASE
Lease Agreement • November 4th, 2010 • Gevo, Inc. • Industrial organic chemicals • Texas
AMENDED AND RESTATED PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT
And Security Agreement • February 28th, 2012 • Gevo, Inc. • Industrial organic chemicals • California

This is an AMENDED AND RESTATED PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of October 20, 2011 (this “Agreement”), by and between AGRI-ENERGY, LLC, a Minnesota limited liability company, as borrower, and any other borrower party that may be added as a borrower hereunder from time to time pursuant to a written amendment and/or joinder agreement signed by the then existing borrowers, the new borrower and TRIPLEPOINT CAPITAL LLC (or their successor or permitted assign as lender), and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 21st, 2010 • Gevo, Inc. • Industrial organic chemicals • California

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of August 5, 2010 (this “Agreement”), by and between GEVO DEVELOPMENT, LLC, a Delaware limited liability company (“Devco”) as borrower, and any other borrower party that may be added as a borrower hereunder from time to time pursuant to a written amendment and/or joinder agreement signed by the then existing borrowers, the new borrower and TRIPLEPOINT CAPITAL LLC (or their successor or permitted assign as lender), and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

SUPPLEMENTAL AGREEMENT
Supplemental Agreement • November 21st, 2017 • Gevo, Inc. • Industrial organic chemicals

This Supplemental Agreement (“Agreement”) is executed on November 16, 2017 by and between Praj Industries Ltd. (CIN L27101PN1985PLC038031) a company incorporated under the laws of India, (“Praj”), with its registered office located at “Praj Tower” 274 & 275/2, Bhumkar Chowk-Hinjewadi Road, Hinjewadi, Pune 411057, India and Gevo, Incorporated (a company incorporated under the laws of the State of Delaware in the United States, with offices located at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112, USA) , (“Gevo”).

AMENDMENT NO. 1 TO SERIES D WARRANT
Series D Warrant • June 13th, 2016 • Gevo, Inc. • Industrial organic chemicals

This Amendment No. 1 to Series D Warrant (this “Amendment”) is dated as of June 8, 2016 by and between [ ] (“Holder”) and Gevo, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the same meaning of such terms in the Series D Warrant (as defined below).

ELEVENTH SUPPLEMENTAL INDENTURE
Eleventh Supplemental Indenture • April 20th, 2017 • Gevo, Inc. • Industrial organic chemicals • New York

This ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of April 19, 2017, among Gevo, Inc., a company duly incorporated and existing under the laws of Delaware, United States of America, and having its principal executive office at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112 as Issuer (the “Company”), the guarantors listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”), Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the “Trustee”), Wilmington Savings Fund Society, FSB, as Collateral Trustee (in such capacity, the “Collateral Trustee”), and WB Gevo, Ltd., as the holder of 100% of the aggregate principal amount of the outstanding Notes and the “Requisite Holder” under the Indenture (as defined below) (solely in its capacity as a Holder that constitutes the Requisite Holders under the Indenture as of the date hereof, the “Requisite Holder” and, solely in its capacity as

EXCHANGE AND PURCHASE AGREEMENT
Exchange and Purchase Agreement • January 13th, 2020 • Gevo, Inc. • Industrial organic chemicals • New York

This EXCHANGE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of January 10, 2020 by and among Gevo, Inc., a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors,” and together with the Company, the “Company Parties”), the holders named in Schedule I hereto (the “Holders”) of the Company’s 12.0% Convertible Senior Secured Notes due 2020 (the “Existing Notes”) which were issued under that certain Indenture dated as of June 20, 2017, by and among the Company, Wilmington Savings Fund Society, FSB, as trustee and as collateral trustee (the “Existing Indenture Trustee”), and the Guarantors (as supplemented and in effect on the date hereof and as may be further amended or supplemented from time to time, the “Existing Indenture”), and Whitebox Advisors LLC, in its capacity as representative of the Holders under this Agreement (the “Representative”).

TENTH SUPPLEMENTAL INDENTURE
Tenth Supplemental Indenture • February 16th, 2017 • Gevo, Inc. • Industrial organic chemicals • New York

This TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), dated as of February 13, 2017, among Gevo, Inc., a company duly incorporated and existing under the laws of Delaware, United States of America, and having its principal executive office at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112 as Issuer (the “Company”), the guarantors listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”), Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the “Trustee”), Wilmington Savings Fund Society, FSB, as Collateral Trustee (in such capacity, the “Collateral Trustee”), and WB Gevo, Ltd., as the holder of 100% of the aggregate principal amount of the outstanding Notes and the “Requisite Holder” under the Indenture (as defined below) (solely in its capacity as a Holder that constitutes the Requisite Holders under the Indenture as of the date hereof, the “Requisite Holder” and, solely in its capacity as the

PATENT CROSS-LICENSE AGREEMENT
License Agreement • November 5th, 2015 • Gevo, Inc. • Industrial organic chemicals • Delaware

This Patent Cross-License Agreement (“LICENSE AGREEMENT”), effective as of August 22, 2015 (the “EFFECTIVE DATE”), is entered into by and between Butamax Advanced Biofuels LLC (“BUTAMAX”), a Delaware limited liability company, with offices located at Routes 141 and Henry Clay, Wilmington, DE 19880, and Gevo, Inc. (“GEVO”), a Delaware corporation, with offices located at 345 Inverness Drive South Building C, Suite 310, Englewood, CO 81110 (BUTAMAX and GEVO, each a “PARTY” and, collectively, the “PARTIES”).

PORTIONS OF THIS EXHIBIT MARKED BY [**] HAVE BEEN OMITTED PURSUANT TO RULE 601(B)(10) OF REGULATION S-K. THE OMITTED INFORMATION IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
Renewable Atj Purchase and Sale Agreement • August 13th, 2019 • Gevo, Inc. • Industrial organic chemicals • New York

This RENEWABLE ATJ PURCHASE AND SALE AGREEMENT (this “Agreement”) is made this 26th day of July, 2019 (“Execution Date”) by and between GEVO, INC., a Delaware corporation having its principal office at 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112 (“Seller”) and Air TOTAL International, S.A., a company having its principal office at Route de l’Aéroport 10,1215 GENEVE, SWITZERLAND (“Buyer”). Seller and Buyer may be referred to individually as a “Party” and collectively as the “Parties”.

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