Common use of Deposit and Investment Accounts Clause in Contracts

Deposit and Investment Accounts. You will not maintain, or permit any of Your Domestic Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by You (or such Domestic Subsidiaries) except (i) accounts identified in the Certificate of Perfection with respect to which We have a perfected security interest, and (ii) other accounts with respect to which We have a perfected security interest. You will give Us prior written notice of the creation of any Deposit Accounts or accounts holding Investment Property. • Transactions with Affiliates. You will not directly or indirectly enter into or permit to exist any material transaction with any of Your Affiliates except for (i) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) equity financings with Your investors existing as of the Closing Date that are otherwise permitted under this Agreement, (iii) unsecured bridge financings with Your investors existing as of the Closing Date that are otherwise permitted under this Agreement and that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion and (iv) transactions that constitute Permitted Investments. • Subordinated Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Subordinated Indebtedness (other than the Advances and the conversion of any Subordinated Indebtedness into equity securities and the payment of cash in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in any document relating to the Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereof, as the case may be, to Secured Obligations owed to Us.

Deposit and Investment Accounts. None of You will not maintain, or nor permit any of Your Domestic Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by any of You (or such Domestic Subsidiaries) except (i) accounts identified in the Certificate of Perfection attached as Exhibit C with respect to which We have Collateral Agent has a perfected security interest, (ii) accounts located outside of the United States provided that the funds in such accounts shall not exceed $2,500,000 in the aggregate as any time, (iii) accounts used exclusively used, healthcare benefit claims and other benefit payments to or for the benefit of any of Your employees established and used in the ordinary course of business, (the accounts in the foregoing clauses (ii) and (iiiii) collectively, the “Excluded Accounts”) and (v) other accounts with respect to which We have Collateral Agent has a perfected security interestinterest (subject to Permitted Liens). You will give Us prior written notice of the creation of any Deposit Accounts or accounts holding Investment Property. • · Transactions with Affiliates. None of You will not directly or indirectly enter into or permit to exist any material transaction with any of Your Affiliates except for (i) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) equity financings with Your existing investors existing as of the Closing Date that are otherwise permitted not prohibited under this Agreement, (iii) unsecured bridge financings with Your existing investors existing as of the Closing Date that are otherwise permitted not prohibited under this Agreement and that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion and (iv) transactions among You or Your Subsidiaries that constitute are not otherwise prohibited by this Agreement. None of You will directly or indirectly make any payment or distribution on account of any intercompany liabilities or indebtedness other than the type described in item (h) of the definition of Permitted InvestmentsIndebtedness. • Subordinated · Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Subordinated Indebtedness for borrowed money (other than the Advances and Indebtedness under the conversion of any Subordinated Indebtedness into equity securities and the payment of cash in lieu of the issuance for fractional shares upon any such conversionWorking Capital Loan Facility), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in any document relating to the Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereof, as the case may be, thereof to Secured Obligations owed to Us.

Deposit and Investment Accounts. You will not maintain, or nor permit any of Your Domestic Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by You (or such Domestic Subsidiaries) except (ia) accounts identified in Exhibit C, as updated from time to time, (b) Deposit Accounts or accounts holding Investment Property holding amounts deposited in to cash-collateralize letters of credit to the Certificate of Perfection with respect to which We have a perfected security interestextent the Lien on such cash collateral is permitted hereunder, and (iic) other accounts with respect to which We have a perfected security interest. Lien, (d) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for You will give Us prior written notice or Your Subsidiaries and such Deposit Accounts are solely under the control of the creation respective company providing the payroll and employee benefit payment services and provided such amounts do not exceed two months of any payroll and employee benefit payments, and (e) Deposit Accounts used solely and exclusively for employee benefits, including, without limitation, to hold flexible spending account withholdings or accounts amounts in respect of other Section 125 Plans. Such agreements to perfect Our lien shall be in form and substance satisfactory to Us and shall cause the depositary bank or securities intermediary to comply at all times with instructions from Us to such depositary bank or securities intermediary directing the disposition of funds from time to time credited to such Deposit Account or account holding Investment Property, without Your further consent. • Transactions with Affiliates. You The parties acknowledge that upon the occurrence and during the continuance of an Event of Default We may give instructions and cause the depository bank or securities intermediary to withhold any withdrawal rights, We agree that We will not directly give any such instructions or indirectly enter into or permit withhold any withdrawal rights from You, unless an Event of Default has occurred and is continuing. We also agree to exist rescind instructions and any material transaction with any of requests to withhold Your Affiliates except for (i) transactions that are withdrawal rights mentioned in the ordinary course foregoing sentences if: (a) the Event of Default upon which the instructions or request to withhold Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained withdrawal rights was issued has been waived in an arm’s length transaction accordance with a non-affiliated Person, (ii) equity financings with Your investors existing as of the Closing Date that are otherwise permitted under this Agreement, (iii) unsecured bridge financings with Your investors existing as of the Closing Date that are otherwise permitted under this Agreement and that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion and (iv) transactions that constitute Permitted Investments. • Subordinated Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Subordinated Indebtedness (other than the Advances and the conversion of any Subordinated Indebtedness into equity securities and the payment of cash in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordinationLoan Documents, intercreditor, or other similar agreement to which such Subordinated Indebtedness and (b) no additional Event of has occurred and is subject, or amend any provision in any document relating continuing prior to the Subordinated Indebtedness which would increase date such rescission notice is delivered or is reasonably expected to occur on or immediately after the amount thereof or adversely affect the subordination thereof, as the case may be, to Secured Obligations owed to Usdate such rescission notice is delivered.

Deposit and Investment Accounts. You will not maintain, or nor permit any of Your Domestic Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by You (or such Domestic Subsidiaries) except (ia) accounts identified in Exhibit C, as updated from time to time, (b) Deposit Accounts or accounts holding Investment Property holding amounts deposited in to cash-collateralize letters of credit to the Certificate of Perfection with respect to which We have a perfected security interestextent the Lien on such cash collateral is permitted hereunder, and (iic) other accounts with respect to which We have a perfected security interest. Lien, (d) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for You will give Us prior written notice or Your Subsidiaries and such Deposit Accounts are solely under the control of the creation respective company providing the payroll and employee benefit payment services and provided such amounts do not exceed two months of any payroll and employee benefit payments, and (e) Deposit Accounts used solely and exclusively for employee benefits, including, without limitation, to hold flexible spending account withholdings or accounts amounts in respect of other Section 125 Plans. Such agreements to perfect Our lien shall be in form and substance satisfactory to Us and shall cause the depositary bank or securities intermediary to comply at all times with instructions from Us to such depositary bank or securities intermediary directing the disposition of funds from time to time credited to such Deposit Account or account holding Investment Property, without Your further consent. The parties acknowledge that upon the occurrence and during the continuance of an Event of Default We may give instructions and cause the depository bank or securities intermediary to withhold any withdrawal rights, We agree that We will not give any such instructions or withhold any withdrawal rights from You, unless an Event of Default has occurred and is continuing. We also agree to rescind instructions and any requests to withhold Your withdrawal rights mentioned in the foregoing sentences if: (a) the Event of Default upon which the instructions or request to withhold Your withdrawal rights was issued has been waived in accordance with the terms of the Loan Documents, and (b) no additional Event of has occurred and is continuing prior to the date such rescission notice is delivered or is reasonably expected to occur on or immediately after the date such rescission notice is delivered. • Transactions with Affiliates. You will not directly or indirectly enter into or permit to exist any material transaction with between You and any of Your Affiliates except for for: (ia) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated PersonAffiliate; (b) transactions between You or Your Subsidiaries, on the one hand, and any Affiliate, on the other hand, so long as such transactions are fully disclosed to Us prior to the consummation thereof if they involve one or more payments by You or Your Subsidiaries in excess of $100,000 for any single transaction or series of related transactions; (iic) equity financings with any transaction or series of related transactions entered into in the ordinary course of business between You, on the one hand, and any of Your investors existing as of Subsidiaries, on the Closing Date other hand or any transactions that are otherwise expressly permitted under this Agreement, (iiid) unsecured bridge financings with so long as it has been approved by You or one of Your investors existing as Subsidiaries’ board of the Closing Date that are otherwise permitted under this Agreement and that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion and (iv) transactions that constitute Permitted Investments. • Subordinated Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Subordinated Indebtedness (other than the Advances and the conversion of any Subordinated Indebtedness into equity securities and the payment of cash in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, directors or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in any document relating to the Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereofapplicable governing body, as the case may be, in accordance with applicable law, any indemnity provided for the benefit of executive officers, directors or managers of You or such Subsidiary; (e) so long as it has been approved by You or one of Your Subsidiaries’ board of directors or other applicable governing body, as the case may be, the payment of reasonable fees, compensation, or employee benefit arrangements to Secured Obligations owed employees, officers, and outside directors of You or one of Your Subsidiaries in the ordinary course of business and consistent with industry practice; (f) Permitted Intercompany Advances; (g) agreements between You and any Parent providing for, among other things, the payment to UsParent of (i) management and oversight fees of up to $1,000,000 per fiscal year in connection with the management and oversight of You, (ii) marketing fees equal to up to two percent (2%) of Your total revenue, (iii) intellectual property licensing fees and technology fees of up to six percent (6%) of Your isobutanol revenues, and (iv) reasonable out-of-pocket expenses of Parent pursuant to any management, oversight, advisory, financing, underwriting, or placement agreement or in respect of other investment banking activities, including in connection with acquisitions or divestitures that are permitted by this Agreement; (h) transactions involving the payment of reasonable out-of-pocket expenses and costs (including, without limitation, the allocable portion of Parent’s compensation costs for employees of Parent during the actual time spent by such employees providing services to You) incurred by Parent or its shareholders or members in connection with providing services to You and Your Subsidiaries (including on the board of directors or other applicable governing body of Parent); (i) agreements for the non-exclusive licensing of intellectual property among Parent and any of its Subsidiaries for the purpose of the licensee thereof operating its business; (j) transactions among Parent and any of its Subsidiaries transferring (other than the Intellectual Property Collateral) and/or licensing intellectual property among such Persons; (k) transactions contemplated by the Acquisition Documents and/or the Contribution Documents, and (l) the transactions set forth on Schedule 8. • Anything in the Section entitled “Dividends and Distributions” hereof to the contrary notwithstanding, to the extent any of the payments that are permitted to be made pursuant to this Section are in respect of obligations of a Parent, You and its or Your Subsidiaries shall be permitted to make a distribution to such Parent in the amount of any such obligation so as to provide such Parent with a source of funding for such payment.

Deposit and Investment Accounts. You will not maintain, or nor permit any of Your Domestic Restricted Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by You (or such Domestic Restricted Subsidiaries) except (ia) accounts identified in Exhibit C, (b) Deposit Accounts or accounts holding Investment Property holding amounts deposited in to cash-collateralize letters of credit to the Certificate of Perfection with respect to which We have a perfected security interestextent the Lien on such cash collateral is permitted hereunder, and (iic) other accounts with respect to which We have a perfected security interest. Lien, (d) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for You will give Us prior written notice or Your Restricted Subsidiaries and such Deposit Accounts are solely under the control of the creation respective company providing the payroll and employee benefit payment services and provided such amounts do not exceed two months of any payroll and employee benefit payments, and (e) Deposit Accounts used solely and exclusively for employee benefits, including, without limitation, to hold flexible spending account withholdings or amounts in respect of other Section 125 Plans. Notwithstanding the foregoing, You may maintain the Deposit Accounts and the accounts holding Investment Property listed on Exhibit C, in which We may not have a perfected Lien, so long as (i) You use commercially reasonable efforts to obtain necessary agreements to perfect Our Lien in said accounts within five (5) Business Days after the Closing Date and (ii) in any event, within fifteen (15) Business Days after the Closing Date, such accounts have been closed or You have provided all necessary agreements to perfect Our Lien in said accounts. Such agreements to perfect Our lien shall be in form and substance satisfactory to Us and shall cause the depositary bank or securities intermediary to comply at all times with instructions from Us to such depositary bank or securities intermediary directing the disposition of funds from time to time credited to such Deposit Account or account holding Investment Property, without Your further consent. • The parties acknowledge that, prior to Your initial public offering, upon the occurrence and during the continuance of a Material Adverse Effect We may give instructions and cause the depository bank or securities intermediary to withhold any withdrawal rights, whether or not an Event of Default has occurred. We agree that We will not give any such instructions or withhold any withdrawal rights from You, unless either (y) prior to Gevo, Inc.’s initial public offering, a Material Adverse Effect has occurred and is continuing, or (z) an Event of Default has occurred and is continuing. We also agree to rescind instructions and any requests to withhold Your withdrawal rights mentioned in the foregoing sentences if: (a) the Event of Default or Material Adverse Effect upon which the instructions or request to withhold Your withdrawal rights was issued has been waived in accordance with the terms of the Loan Documents, and (b) no additional Event of Default or Material Adverse Effect has occurred and is continuing prior to the date such rescission notice is delivered or is reasonably expected to occur on or immediately after the date such rescission notice is delivered. ð Transactions with Affiliates. You will not directly or indirectly enter into or permit to exist any material transaction with between You and any of Your Affiliates except for for: (ia) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated PersonAffiliate; (b) transactions (including Investments) between You, on the one hand, and any of Your Subsidiaries or any other Person whose Stock You, directly or indirectly, have an ownership interest in, on the other hand, (iic) equity financings with Your investors existing transactions between You, on the one hand, and any Affiliate, on the other hand, so long as of the Closing Date that such transactions are otherwise permitted under this Agreement, (iii) unsecured bridge financings with Your investors existing as of the Closing Date that are otherwise permitted under this Agreement and that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable fully disclosed to Us in Our sole discretion and (iv) transactions that constitute Permitted Investments. • Subordinated Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment consummation thereof if they involve one or more payments by You or Your Subsidiaries in excess of $500,000 for any Subordinated Indebtedness single transaction or series of related transactions; (other than the Advances and the conversion d) so long as it has been approved by You or one of any Subordinated Indebtedness into equity securities and the payment Your Subsidiaries’ board of cash in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, directors or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in any document relating to the Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereofapplicable governing body, as the case may be, in accordance with applicable law, any indemnity provided for the benefit of executive officers, directors or managers of You or such Subsidiary; (e) so long as it has been approved by You or one of Your Subsidiaries’ board of directors or other applicable governing body, as the case may be, the payment of reasonable fees, compensation, or employee benefit arrangements to Secured Obligations owed to Us.employees, officers, and outside directors of You or one of Your Subsidiaries in the ordinary course of business and consistent with industry practice; (f) Permitted Intercompany Advances; (g) transactions contemplated by the Acquisition Documents and/or the Contribution Documents, (h) transactions that are expressly permitted or contemplated by the terms of any of the Loan Documents or the Excluded Agreements, (i) transactions involving the licensing of Intellectual Property, and (j) the transactions set forth on Schedule 8. Gevo, Inc. – Loan Agreement 15

Deposit and Investment Accounts. You will not maintain, or permit any of Your Domestic Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by You (or such Domestic Subsidiaries) except (i) accounts identified in the Certificate of Perfection attached as Exhibit C with respect to which We have a perfected security interest, and (ii) other accounts with respect to which We have a perfected security interest. You will give Us prior written notice of the creation of any Deposit Accounts or accounts holding Investment Property. • Transactions with Affiliates. You will not directly or indirectly enter into or permit to exist any material transaction with any of Your Affiliates except for (i) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson or otherwise approved by a majority of Your disinterested directors in discharge of their fiduciary duties, and (ii) equity or unsecured bridge financings with Your existing investors existing as of the Closing Date or their Affiliates that are otherwise permitted under this Agreement, constituting (iiiin the case of bridge financings) unsecured bridge financings with Your investors existing as of the Closing Date that are otherwise permitted under this Agreement and that constitute Subordinated Indebtedness and are as evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion and (iv) transactions that constitute Permitted Investmentsreasonable discretion. • Subordinated Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Subordinated Indebtedness (other than the Advances and the conversion of any Subordinated Indebtedness into equity securities and the payment of cash in lieu of the issuance for fractional shares upon any such conversionAdvances), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in any document relating to the Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereof, as the case may be, thereof to Secured Obligations owed to Us.

Deposit and Investment Accounts. You will not maintain, or permit any of Your Domestic Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by You (or such Domestic Subsidiaries) except (i) accounts identified in the Certificate of Perfection and (ii) other accounts of You, Domestic Subsidiaries or Guarantors with respect to which We have a perfected security interestinterest which accounts will be deemed to be added to the Certificate of Perfection (and You shall provide an updated, and (ii) other accounts with respect to which We have a perfected security interest. You will give Us prior written notice executed Certificate of the creation Perfection regarding same upon completion of any Deposit Accounts or accounts holding Investment PropertyYour quarterly Certificate of Compliance). • Transactions with Affiliates. You will not directly or indirectly enter into or permit to exist any material transaction with any of Your Affiliates except for (i) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) equity financings with Your investors existing as of the Closing Date transactions that are otherwise permitted under this Agreement, Permitted Investments and (iii) unsecured bridge financings with Your investors existing as “transfer pricing”, “cost sharing” and “cost plus” arrangements in the ordinary course of the Closing Date that are otherwise permitted under this Agreement and that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion and (iv) transactions that constitute Permitted Investmentsbusiness. • Subordinated Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Subordinated Indebtedness (other than the Advances and the except for conversion of any Subordinated Indebtedness into equity securities and the payment of cash in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in any document relating to the Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereof, as the case may be, thereof to Secured Obligations owed to Us.

Deposit and Investment Accounts. You will not maintain, or nor permit any of Your Domestic Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by You (or such Domestic Subsidiaries) except (ia) accounts identified in Exhibit C, (b) Deposit Accounts or accounts holding Investment Property holding amounts deposited in to cash-collateralize letters of credit to the Certificate of Perfection with respect to which We have a perfected security interestextent the Lien on such cash collateral is permitted hereunder, and (iic) other accounts with respect to which We have a perfected security interest. Lien, (d) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for You will give Us prior written notice or Your Subsidiaries and such Deposit Accounts are solely under the control of the creation respective company providing the payroll and employee benefit payment services and provided such amounts do not exceed two months of any payroll and employee benefit payments, and (e) Deposit Accounts used solely and exclusively for employee benefits, including, without limitation, to hold flexible spending account withholdings or amounts in respect of other Section 125 Plans. Notwithstanding the foregoing, You may maintain the Deposit Accounts and the accounts holding Investment Property listed on Exhibit C in which We may not have a perfected Lien, so long as such Deposit Account or account holding Investment Property (a) is Gevo_0467-GC 16 maintained by Devco or (b) if maintained by Opco (i) You use commercially reasonable efforts to obtain necessary agreements to perfect Our Lien in said accounts within five (5) Business Days after the Closing Date and (ii) in any event, within thirty (30) Business Days after the Closing Date, such accounts have been closed or You have provided all necessary agreements to perfect Our Lien in said accounts. Such agreements to perfect Our lien shall be in form and substance satisfactory to Us and shall cause the depositary bank or securities intermediary to comply at all times with instructions from Us to such depositary bank or securities intermediary directing the disposition of funds from time to time credited to such Deposit Account or account holding Investment Property, without Your further consent. • The parties acknowledge that upon the occurrence and during the continuance of a Material Adverse Effect We may give instructions and cause the depository bank or securities intermediary to withhold any withdrawal rights, whether or not an Event of Default has occurred We agree that We will not give any such instructions or withhold any withdrawal rights from You, unless either (y) a Material Adverse Effect has occurred and is continuing or (z) an Event of Default has occurred and is continuing. We also agree to rescind instructions and any requests to withhold Your withdrawal rights mentioned in the foregoing sentences if: (a) the Event of Default or Material Adverse Effect upon which the instructions or request to withhold Your withdrawal rights was issued has been waived in accordance with the terms of the Loan Documents, and (b) no additional Event of Default or Material Adverse Effect has occurred and is continuing prior to the date such rescission notice is delivered or is reasonably expected to occur on or immediately after the date such rescission notice is delivered. ð Transactions with Affiliates. You will not directly or indirectly enter into or permit to exist any material transaction with between You and any of Your Affiliates except for for: (ia) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated PersonAffiliate; (b) transactions between You or Your Subsidiaries, on the one hand, and any Affiliate, on the other hand, so long as such transactions are fully disclosed to Us prior to the consummation thereof if they involve one or more payments by You or Your Subsidiaries in excess of $100,000 for any single transaction or series of related transactions; (iic) equity financings with any transaction or series of related transactions entered into in the ordinary course of business between You, on the one hand, and any of Your investors existing as of Subsidiaries, on the Closing Date other hand or any transactions that are otherwise expressly permitted under this Agreement, (iiid) unsecured bridge financings with so long as it has been approved by You or one of Your investors existing as Subsidiaries’ board of the Closing Date that are otherwise permitted under this Agreement and that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion and (iv) transactions that constitute Permitted Investments. • Subordinated Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Subordinated Indebtedness (other than the Advances and the conversion of any Subordinated Indebtedness into equity securities and the payment of cash in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, directors or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in any document relating to the Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereofapplicable governing body, as the case may be, in accordance with applicable law, any indemnity provided for the benefit of executive officers, directors or managers of You or such Subsidiary; (e) so long as it has been approved by You or one of Your Subsidiaries’ board of directors or other applicable governing body, as the case may be, the payment of reasonable fees, compensation, or employee benefit arrangements to Secured Obligations owed employees, officers, and outside directors of You or one of Your Subsidiaries in the ordinary course of business and consistent with industry practice; (f) Permitted Intercompany Advances; (g) agreements between You and any Parent providing for, among other things, the payment to Us.Parent of (i) management and oversight fees of up to $1,000,000 per fiscal year in connection with the management and oversight of You, (ii) marketing fees equal to up to two percent (2%) of Your total revenue, (iii) intellectual property licensing fees and technology fees of up to six percent (6%) of Your isobutanol revenues, and (iv) reasonable out-of-pocket expenses of Parent pursuant to any management, oversight, advisory, financing, underwriting, or placement agreement or in respect of other investment banking activities, including in connection with acquisitions or divestitures that are permitted by this Agreement; (h) transactions involving the payment of reasonable out-of-pocket expenses and costs (including, without limitation, the allocable portion of Parent’s compensation costs for employees of Parent during the actual time spent by such employees providing services to You) incurred by Parent or its shareholders or members in connection with providing services to You and Your Subsidiaries (including on the board of directors or other applicable governing body of Parent); (i) agreements for the non-exclusive licensing of intellectual property among Parent and any of its Subsidiaries for the purpose of the licensee thereof operating its business; (j) transactions among Parent and any of its Subsidiaries transferring (other than the Intellectual Property Collateral) and/or licensing intellectual property among such Persons; (k) transactions contemplated by the Acquisition Documents and/or the Contribution Documents, and (l) the transactions set forth on Schedule 8. Anything in the Section entitled “Dividends and Distributions” hereof to the contrary notwithstanding, to the extent any of the payments that are permitted to be made pursuant to this Section are in respect of obligations of a Parent, You and its or Your Subsidiaries shall be permitted to make a distribution to such Parent in the amount of any such obligation so as to provide such Parent with a source of funding for such payment. Gevo_0467-GC 17

Deposit and Investment Accounts. You will not maintain, or nor permit any of Your Domestic Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by any of You (or such Domestic Subsidiaries) except (ia) accounts identified on Schedule I, (b) Deposit Accounts or accounts holding Investment Property holding amounts deposited in to cash-collateralize letters of credit to the Certificate of Perfection with respect to which We have a perfected security interestextent the Lien on such cash collateral is permitted hereunder, and (iic) other accounts with respect to which We have a perfected security interest. Lien, (d) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for You will give Us prior written notice or Your Subsidiaries and such Deposit Accounts are solely under the control of the creation respective company providing the payroll and employee benefit payment services and provided such amounts do not exceed two months of any payroll and employee benefit payments, and (e) Deposit Accounts used solely and exclusively for employee benefits, including, without limitation, to hold flexible spending account withholdings or amounts in respect of other Section 125 Plans. Notwithstanding the foregoing, You may maintain the Deposit Accounts and the accounts holding Investment Property. • Transactions with Affiliates. Property listed on Schedule I in which We may not have a perfected Lien, so long as You will not directly or indirectly enter into or permit use commercially reasonable efforts to exist any material transaction with any of Your Affiliates except for obtain necessary agreements to perfect Our Lien in said accounts within five (i5) transactions Business Days after the date that the Agri-Energy Acquisitions are in the ordinary course of Your business, upon fair consummated and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) equity financings with Your investors existing as of in any event, within thirty (30) Business Days after the Closing Date that date the Agri-Energy Acquisitions are otherwise permitted under this Agreementconsummated, (iii) unsecured bridge financings with Your investors existing as of the Closing Date that are otherwise permitted under this Agreement such accounts have been closed or You have provided all necessary agreements to perfect Our Lien in said accounts. Such agreements to perfect our lien shall be in form and that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable substance satisfactory to Us in Our sole discretion and (iv) transactions shall cause the depositary bank to comply at all times with instructions from Us to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without Your further consent. The Parties acknowledge that, prior to Gevo, Inc.’s initial public offering, upon the occurrence and during the continuance of a Material Adverse Effect, We may give instructions and cause the depositary bank or securities intermediary to withhold any withdrawal rights, whether or not an Event of Default has occurred. We agree that constitute Permitted Investments. • Subordinated Indebtedness. You We will not prepaygive any such instructions or withhold any withdrawal rights from You, redeem or otherwise satisfy in any manner unless either (y) prior to Gevo, Inc.’s initial public offering, a Material Adverse Effect has occurred and is continuing or (z) an Event of Default has occurred and is continuing. We also agree to rescind instructions and any requests to withhold Your withdrawal rights mentioned in the scheduled repayment thereof any Subordinated Indebtedness foregoing sentences if: (other than a) the Advances and Event of Default or Material Adverse Effect upon which the conversion of any Subordinated Indebtedness into equity securities and the payment of cash instructions or request to withhold Your withdrawal rights was issued has been waived in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under accordance with the terms of the subordinationLoan Documents, intercreditor, and (b) no additional Event of Default or other similar agreement to which such Subordinated Indebtedness Material Adverse Effect has occurred and is subject, or amend any provision in any document relating continuing prior to the Subordinated Indebtedness which would increase date such rescission notice is delivered or is reasonably expected to occur on or immediately after the amount thereof or adversely affect the subordination thereof, as the case may be, to Secured Obligations owed to Usdate such rescission notice is delivered.