Common use of Transactions and Deliveries at or Prior to Closing Clause in Contracts

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller shall deliver to Buyer: (i) properly executed bills of sale in substantially the forms of Exhibit A and Exhibit B, covering the E-Gas Technology and Assets identified in Schedules 2.1(a), 2.1(b), and 5.13 to be transferred to Buyer. (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedules 2.1(a), including [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. assignments for certain DOE Agreements and licenses, for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party (excepting the DOE Repayment Agreement Modification 1(DE-FR21-92MC29075), IMPPCCT Agreement (DE-FC26-99FT40659), and the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing), each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; (iii) properly executed Confidentiality Agreement (Exhibit L); (iv) copies of Seller’s resolutions, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by such Seller’s organizational documents); (v) copies of consents of third parties required to be obtained prior to the assignment of the Contracts to be assigned pursuant to Section 3.2(a)(ii); (vi) properly executed Confidential Information and Intellectual Property Agreement (Exhibit D) of the Employees And Consultants per Section 4; (vii) properly executed Employee Group Escrow Agreement between Seller and Accepting Employees and Consultants; (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultants; (ix) properly executed Release of Lien for Ohio Document ID# 200125001442 (Exhibit G); (x) properly executed Release of Lien for Ohio Document ID# 200233602914 (Exhibit H); (xi) Such other agreements or assignments as may be required to accomplish or fulfill the purposes and intent of this Agreement; (xii) Properly executed Lima License Letter Revision, as set forth in Exhibit J; (xiii) Properly executed Wabash License Letter Revision, as set forth in Exhibit K. (b) At or prior to the Closing, Buyer shall deliver to Seller: (i) the Purchase Price payment specified in Section 2.3(a); (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedule 2.1(a), and the Licenses listed in Schedule 2.1(b), including assignments for certain DOE Agreements and licenses for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; and (iii) copies of Buyer’s letters of authority certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements, and the consummation of the transactions contemplated under this Agreement and the Related Agreements (in each case to the extent required by Buyer’s organizational documents). (c) At the Closing, Buyer and Seller or Seller’s Affiliates shall enter into the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”): (i) Professional Services Agreement under which the Buyer shall provide services to WREL, as set forth in Exhibit E; (ii) Access and Use Agreement by which the Buyer shall have access to and limited use of the WREL plant, as set forth in Exhibit F.

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller shall deliver to Buyer: (i) one or more properly executed bills of sale and acknowledged grant deeds (the "Deeds") conveying marketable title to the Refinery Land, the Improvements thereon, and the appurtenances thereto to Buyer, each such deed to be in substantially the forms form of Exhibit A and Exhibit Bto contain certain agreed-upon use restrictions and reservations of existing and future pipeline easements with rights of reasonable access for maintenance, covering replacement and removal. The Deeds shall be in recordable form for recording the E-Gas Technology Deeds in the county in which the Refinery Land, the Improvements thereon and Assets identified in Schedules 2.1(a), 2.1(b), and 5.13 to be transferred to Buyer.the appurtenances thereto are located; (ii) a properly executed and acknowledged assignment and assumption or assignments and assumptions of Seller’s interest in the Contracts listed in Schedules 2.1(a)Contracts, including [*] = Certain confidential information contained in this documentthe Leases and Easements, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. assignments for certain DOE Agreements and licenses, Permits for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party (excepting the DOE Repayment Agreement Modification 1(DE-FR21-92MC29075), IMPPCCT Agreement (DE-FC26-99FT40659), and the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing)party, each such assignment and assumption to be in substantially the form of Exhibit C. B. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; (iii) a properly executed Confidentiality Agreement (Exhibit L)and acknowledged general conveyance of all of the Assets for which no specific conveyance is clearly applicable; (iv) copies of Seller’s 's (and, if necessary, its Affiliates which are a party to a Related Agreement) resolutions, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by such Seller’s Person's organizational documents); (v) certificates of incumbency and specimen signa- tures of the signatory officers of Seller and its Affiliates which are a party to a Related Agreement; (vi) a certificate of formation and good standing by the State of Nevada, and copies of Seller's or its Affiliates which are a party to a Related Agreement certificate of registration to do business in the State of California as a foreign company; (vii) written opinion of counsel to Seller, covering, in the aggregate, Seller's due organization, valid existence and good standing as a corporation in Nevada, registration and good standing in California, and the due authorization, execution and delivery by Seller or its Affiliates as the case may be of this Agreement and the Related Agreements, and the validity and binding effect of this Agreement and the Related Agreements, which opinion shall be in the form attached hereto as Exhibit C; and (viii) copies of consents of third parties required to be obtained prior to the assignment of the Leases and Easements, Permits and the Contracts to be assigned pursuant to Section 3.2(a)(ii3.02(a)(ii); (vi) properly executed Confidential Information and Intellectual Property Agreement (Exhibit D) of the Employees And Consultants per Section 4; (vii) properly executed Employee Group Escrow Agreement between Seller and Accepting Employees and Consultants; (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultants; (ix) properly executed Release of Lien for Ohio Document ID# 200125001442 (Exhibit G); (x) properly executed Release of Lien for Ohio Document ID# 200233602914 (Exhibit H); (xi) Such other agreements or assignments as may be required to accomplish or fulfill the purposes and intent of this Agreement; (xii) Properly executed Lima License Letter Revision, as set forth in Exhibit J; (xiii) Properly executed Wabash License Letter Revision, as set forth in Exhibit K.. (b) At or prior to the Closing, Buyer shall deliver to Seller: (i) the Purchase Price payment purchase price specified in Section 2.3(a2.02(b), adjusted as provided in Section 3.03 for the Net Working Capital Estimate; (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedule 2.1(a), and the Licenses listed in Schedule 2.1(b), including assignments for certain DOE Agreements and licenses for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; and (iii) copies of Buyer’s letters of authority 's resolutions certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements, and the consummation of the transactions contemplated under this Agreement and the Related Agreements (in each case to the extent required by Buyer’s such Person's organizational documents); (iii) certificates of incumbency and specimen signatures of the signatory officers of Buyer; (iv) a written opinion of counsel to Buyer, as to Buyer's due organization, valid existence and good standing as a corporation in Delaware, registration and good standing in California, and the due authorization, execution and delivery by Buyer of this Agreement and the Related Agreements and the validity and binding effect of this Agreement and the Related Agreements, which opinion shall be in the form attached hereto as Exhibit D; and (v) certificate of existence and good standing issued by the State of Delaware and a copy of Buyer's certificate of registration to do business in the State of California as a foreign company. (c) At the Closing, Buyer and Seller or Seller’s 's Affiliates shall enter into the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”):agreements: (i) Professional Transition Services Agreement Agreements under which the Buyer shall Seller or its Affiliates may provide services to WRELBuyer, as set forth in Exhibit E;E. (ii) Access and Use Agreement by which the Buyer shall have access to and limited use of the WREL plantCalifornia SJV Heavy Crude Oil Supply Agreement, as set forth in Exhibit F. (iii) Elk Hills Crude Oil Supply Agreement, as set forth in Exhibit G. (iv) Product Offtake Agreement, as set forth in Exhibit H. (v) Transportation Agreement for TRPP Pipeline, as set forth in Exhibit I.

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller (or other Seller Companies, as applicable) shall execute (as applicable) and deliver to BuyerBuyer the following: (i) properly executed bills of sale one or more deed(s) for the Refinery Owned Real Property substantially in substantially the forms of form attached hereto as Exhibit A and Exhibit B, covering B (the E-Gas Technology and Assets identified in Schedules 2.1(a“Deed”), 2.1(b)pursuant to which each applicable Seller Company grants and conveys its right, title and 5.13 interest in and to be transferred the Refinery Owned Real Property to Buyer.; (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedules 2.1(a), including [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. assignments for certain DOE Agreements and licenses, for which no consent to assignment is required one or for which any required consent to assignment has been obtained or waived by the third party (excepting the DOE Repayment Agreement Modification 1(DE-FR21-92MC29075), IMPPCCT Agreement (DE-FC26-99FT40659), and the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing), each such more assignment and assumption to be agreement(s), substantially in substantially the form of attached hereto as Exhibit C. Additionally C (the Parties agree “Real Property Interest Assignment and Assumption Agreement”), pursuant to execute which each applicable Seller Company conveys its right, title and deliver such interest in and to the Easements, Refinery Leased Real Property and other forms of conveyance as may be required by any governmental authorityreal property rights and interests constituting the Assets (other than the Refinery Owned Real Property); (iii) properly executed Confidentiality Agreement one or more bills of sale, assignment and assumption agreement(s) substantially in the form attached hereto as Exhibit D (Exhibit Lthe “Bxxx of Sale, Assignment and Assumption Agreement”), pursuant to which each applicable Seller Company grants and conveys its right, title and interest in and to the Assets (other than the Assets to be conveyed pursuant to Sections 3.02(a)(i) and 3.02(a)(ii); (iv) copies a certificate dated as of the Closing Date and signed by an authorized officer of Seller’s resolutions, certified certifying as being correct to the fulfillment by Seller of the conditions set forth in Sections 11.01 and complete and then in full force and effect, 11.02 (except to the extent of any waiver thereof); (v) a certificate certifying to the adoption of resolutions of each Seller Company authorizing the execution of this Agreement (only in the case of Seller) and the Related Agreements Closing Documents to which it is a party and the consummation of the transactions contemplated under this Agreement Contemplated Transactions and the Related Agreements Closing Documents to which it is a party (in each case to the extent required by such SellerSeller Company’s organizational documents); (v) copies of consents of third parties required to be obtained prior to the assignment of the Contracts to be assigned pursuant to Section 3.2(a)(iiOrganizational Documents); (vi) properly incumbency certificates, duly executed Confidential Information by an authorized officer of each Seller Company attesting to the due appointment and Intellectual Property authorization of individuals signing this Agreement (Exhibit D) only in the case of Seller), any Closing Document to which it is a party or any agreement related to the Employees And Consultants per Section 4Contemplated Transactions to which it is a party; (vii) properly executed Employee Group Escrow Agreement between a certificate of good standing in respect of each Seller and Accepting Employees and ConsultantsCompany, in each case issued by the Secretary of State of its state of formation; (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultantsa current certificate of Seller’s qualification to do business in the State of Alabama; (ix) properly executed Release a certificate of Lien for Ohio Document ID# 200125001442 (Exhibit G)non-foreign status in accordance with U.S. Treasury Regulations Section 1.1445-2(b) from each Seller Company conveying Real Property or an Easement; (x) properly executed Release of Lien for Ohio Document ID# 200233602914 (Exhibit H)the Shell Refinery Process License Agreement; (xi) Such other agreements or assignments as may be required to accomplish or fulfill the purposes Crude and intent of this Feedstock Supply Agreement; (xii) Properly executed Lima the Shell Software License Letter Revision, as set forth in Exhibit JAgreement; (xiii) Properly executed Wabash License Letter Revisionthe Terminaling Agreement; (xiv) the Swap Kit Purchase Agreement; the Products Offtake Agreement (xv) the Shell Pipeline Management Agreement and (xvi) any other documents, instruments or agreements contemplated hereby or reasonably necessary to consummate the Contemplated Transactions (it being expressly understood by the Parties, however, that such instruments shall not require a Seller Company or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in or as set forth in Exhibit K.expressly contemplated by this Agreement or the Closing Documents). (b) At or prior to the Closing, Buyer shall execute (as applicable) and deliver to SellerSeller the following: (i) the Purchase Price payment specified in Section 2.3(a)Closing Date Payment; (ii) properly executed the Real Property Interest Assignment and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedule 2.1(a), and the Licenses listed in Schedule 2.1(b), including assignments for certain DOE Agreements and licenses for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; andAssumption Agreements; (iii) copies the Bxxx of Sale, Assignment and Assumption Agreements; (iv) a certificate dated as of the Closing Date and signed by an authorized officer of Buyer’s letters , certifying as to the fulfillment of authority certified as being correct the conditions set forth in Sections 12.01 and complete and then in full force and effect12.02; (v) a certificate certifying to the adoption of resolutions of Buyer, authorizing the execution of this Agreement and the Related AgreementsClosing Documents to which it is a party, and the consummation of the transactions contemplated under this Agreement and the Related Agreements Contemplated Transactions to which it is a party (in each case to the extent required by Buyer’s organizational Organizational Documents); (vi) an incumbency certificate, duly executed by authorized officers of Buyer attesting to the due appointment and authorization of individuals signing this Agreement on behalf of Buyer, any Closing Document to which it is a party or any agreement related to the Contemplated Transactions to which it is a party; (vii) a certificate of good standing issued by the Secretary of State of its state of formation; (viii) current certificates of Buyer’s qualification to do business and good standing in the State of Alabama; (ix) the Shell Refinery Process License Agreement; (x) the Crude and Feedstock Supply Agreement; (xi) the Shell Software License Agreement; (xii) the Terminaling Agreement; (xiii) the Swap Kit Purchase Agreement; the Products Offtake Agreement (xiv) the Shell Pipeline Management Agreement; (xv) a resale certificate and any other certificates or instruments necessary for the sale and transfer of the Refinery Hydrocarbon Inventory and the Refinery Non-Hydrocarbon Inventory without any sales, excise or use Taxes of any Governmental Authority all to be in form reasonably satisfactory to Seller; and (xvi) any other documents, instruments or agreements contemplated hereby or reasonably necessary to consummate the Contemplated Transactions (it being expressly understood by the Parties, however, that such instruments shall not require Buyer or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in or as expressly contemplated by this Agreement or the Closing Documents). (c) At All of the transactions identified in this Section 3.02 shall occur simultaneously, and none shall be deemed completed until all are completed. Unless otherwise expressly provided for herein, all transfers of assets and liabilities, as well as all other actions related to the Closing, Buyer and Seller or Seller’s Affiliates shall enter into be deemed to have occurred at the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”): (i) Professional Services Agreement under which the Buyer shall provide services to WREL, as set forth in Exhibit E; (ii) Access and Use Agreement by which the Buyer shall have access to and limited use of the WREL plant, as set forth in Exhibit F.Effective Time.

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller shall deliver to Buyer: (i) a properly executed bills of sale in substantially and acknowledged special warranty deed or deeds to the forms of Exhibit A and Exhibit BRefinery Land, covering the E-Gas Technology and Assets identified in Schedules 2.1(a), 2.1(b)Improvements thereon, and 5.13 the appurtenances thereto, each such deeds to be transferred in the form of Exhibits A-1 and A-2 and will contain (x) reservations of existing pipeline easements with rights of reasonable access for maintenance and removal, and (y) restrictions of use of the Refinery Land to Buyer.industrial and commercial as applicable to their present uses; (ii) a properly executed and acknowledged assignment or assignments and assumptions of Seller’s interest in the Contracts listed in Schedules 2.1(a), including [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933Contracts, as amended. assignments for certain DOE Agreements the Leases and licensesEasements, and the Permits for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party (excepting the DOE Repayment Agreement Modification 1(DE-FR21-92MC29075), IMPPCCT Agreement (DE-FC26-99FT40659), and the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing), each such assignment and assumption to be in substantially the form of Exhibit C. party. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; (iii) properly executed Confidentiality Agreement (Exhibit L)and acknowledged general conveyances of all of the Assets for which no specific conveyance is clearly applicable; (iv) copies of Seller’s and its Affiliate which is a party to a Related Agreement resolutions, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by such SellerPerson’s organizational documents); (v) certificates of incumbency and specimen signatures of the signatory officers of Seller and its Affiliate which is a party to a Related Agreement; (vi) a certificate of formation and good standing by the State of Delaware, and copies of Seller’s or its Affiliate which is a party to a Related Agreement certificate of registration to do business in the State of Illinois as a foreign company; (vii) the properly executed purchase price allocation schedule described in Section 12.02 hereof; (viii) written opinion of counsel to Seller, covering, in the aggregate, Seller’s and its Affiliate which is a party to a Related Agreement due organization, valid existence and good standing as a limited liability company or partnership in Delaware, registration and good standing in Illinois, and the due authorization, execution and delivery by Seller or its Affiliates as the case may be of this Agreement and the Related Agreements, which opinion shall be in the form attached hereto as Exhibit B; (ix) copies of consents of third parties required to be obtained prior to the assignment of the Leases and Easements, Permits and the Contracts to be assigned pursuant to Section 3.2(a)(ii3.02(a)(ii); (vi) properly executed Confidential Information and Intellectual Property Agreement (Exhibit D) of the Employees And Consultants per Section 4; (vii) properly executed Employee Group Escrow Agreement between Seller and Accepting Employees and Consultants; (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultants; (ix) properly executed Release of Lien for Ohio Document ID# 200125001442 (Exhibit G);; and (x) properly executed Release grants of Lien for Ohio Document ID# 200233602914 (Exhibit H); (xi) Such other agreements or assignments as may be required to accomplish or fulfill the purposes Intellectual Property and intent of this Agreement; (xii) Properly executed Lima License Letter Revision, Shell Intellectual Property as set forth in Exhibit J; (xiii) Properly executed Wabash License Letter Revision, as set forth in Exhibit K.Article 16. (b) At or prior to the Closing, Buyer shall deliver to Seller: (i) the Purchase Price payment purchase price specified in Section 2.3(a2.02(a), adjusted as provided in Section 3.03 for the Net Working Capital Estimate; (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedule 2.1(a), and the Licenses listed in Schedule 2.1(b), including assignments for certain DOE Agreements and licenses for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; and (iii) copies of Buyer’s letters of authority and its Affiliate which is a Party to a Related Agreement resolutions certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related AgreementsAgreements to which it is a party, and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by Buyersuch Person’s organizational documents); (iii) certificates of incumbency and specimen signatures of the signatory officers of Buyer and its Affiliate which is a party to a Related Agreement; (iv) a written opinion of counsel to Buyer, as to Buyer’s and its Affiliate which is a party to a Related Agreement due organization, valid existence and good standing as a corporation in Delaware, registration and good standing in Illinois, and the due authorization, execution and delivery by Buyer or its Affiliate as the case may be of this Agreement and the Related Agreements which opinion shall be in the form attached hereto as Exhibit C. (v) certificate of existence and good standing issued by the State of Delaware and a copy of Buyer’s or its Affiliate which is a party to a Related Agreement certificate of registration to do business in the State of Illinois as a foreign company; and (vi) the properly executed purchase price allocation schedule described in Section 12.02 hereof. (c) At the Closing, Buyer or Buyer's Affiliates and Seller or Seller’s 's Affiliates shall enter into the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”):agreements: (i) Professional Services Agreement under which the Buyer shall provide services to WRELOMS Offtake Agreement, as set forth in Exhibit D; (ii) Product Offtake Agreement, as set forth in Exhibit E; (iiiii) Access and Use Technical Services Agreement by which the Buyer shall have access to and limited use of the WREL plantas set forth in Exhibit F; (iv) Asphalt Terminaling Agreement - Cincinnati, as set forth in Exhibit F.G-1; (v) Asphalt Terminaling Agreement - Pekin, as set forth in Exhibit G-2; (vi) Asphalt Terminaling Agreement - St. Louis, as set forth in Exhibit G-3; (vii) Standard Industrial Lease, as set forth in Exhibit H-1; (viii) Lubricant Facility Utilities and Services Agreement, as set forth in Exhibit H-2; (ix) Lubricant Access Agreement, as set forth in Exhibit H-3; (x) Transition Services Agreement under which the Seller or its Affiliates may provide services to Buyer, as set forth in Exhibit I; (xi) Crude Oil and Purchase Transportation Agreement, as set forth in Exhibit J; (xii) Exhibit K Intentionally Omitted; (xiii) Environmental Agreement, as set forth in Exhibit L; (xiv) Obligation Assumption Agreement Equilon 1991 as set forth in Exhibit M-1; (xv) Obligation Assumption Agreement Equilon 1992 as set forth in Exhibit M-2; (xvi) Obligation Assumption Agreement Equilon 1995 as set forth in Exhibit M-3; (xvii) Obligation Assumption Agreement Shell 1997 as set forth in Exhibit M-4; (xviii) Obligation Assumption Agreement Shell 1997A as set forth in Exhibit M-5; (xix) Jet Fuel Terminaling Agreement Indiana - H as set forth in Exhibit N-1; (xx) Jet Fuel Terminaling Agreement Illinois as set forth in Exhibit N-2; (xxi) Jet Fuel Terminaling Agreement Wisconsin as set forth in Exhibit N-3; (xxii) Jet Fuel Terminaling Agreement Indiana - I as set forth in Exhibit N-4; (xxiii) Jet Fuel Terminaling Agreement Ohio - D as set forth in Exhibit N-5; (xxiv) Jet Fuel Terminaling Agreement Ohio - L as set forth in Exhibit N-6; (xxv) Pipeline Facilities Agreement as set forth in Exhibit O; and (xxvi) Guaranty as set forth in Exhibit P.

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller shall deliver to Buyer: (i) a properly executed bills of sale and acknowledged special warranty deed or deeds to the Refinery Land, the Improvements thereon, and the appurtenances thereto, each such deed to be in substantially the forms form of Exhibit A B and Exhibit B, covering the E-Gas Technology will contain (x) reservations of existing and Assets identified in Schedules 2.1(afuture pipeline easements with rights of reasonable access for maintenance and removal and (y), 2.1(b), and 5.13 to be transferred to Buyer.reservation of easement for the cogeneration facility with rights of reasonable access; (ii) a properly executed and acknowledged assignment or assignments and assumptions of Seller’s interest in the Contracts listed in Schedules 2.1(a), including [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933Contracts, as amended. assignments for certain DOE Agreements the Leases and licensesEasements, and the Permits for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party (excepting the DOE Repayment Agreement Modification 1(DE-FR21-92MC29075), IMPPCCT Agreement (DE-FC26-99FT40659), and the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing), each such assignment and assumption to be in substantially the form of Exhibit C. party. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; (iii) a properly executed Confidentiality Agreement (Exhibit L)and acknowledged general conveyance of all of the Assets for which no specific conveyance is clearly applicable; (iv) copies of Seller’s 's and its Affiliate which is a party to a Related Agreement resolutions, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party party, and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by such Seller’s organizational documents)party; (v) certificates of incumbency and specimen signatures of the signatory officers of Seller and its Affiliate which is a party to a Related Agreement; (vi) a certificate of formation and good standing by the State of Delaware, and copies of Seller's or its Affiliate which is a party to a Related Agreement certificate of registration to do business in the State of Kansas as a foreign company; (vii) the properly executed purchase price allocation schedule described in Section 12.02 hereof; (viii) written opinion of counsel to Seller, covering, in the aggregate, Seller's and its Affiliate which is a party to a Related Agreement due organization, valid existence and good standing as a limited liability company or partnership in Delaware, registration and good standing in Kansas, and the due authorization, execution and delivery by Seller or its Affiliates as the case may be of this Agreement and the Related Agreements, and the validity and binding effect of this Agreement and the Related Agreements, which opinion shall be in the form attached hereto as Exhibit C; and (ix) copies of consents of third parties required to be obtained prior to the assignment of the Leases and Easements, Permits and the Contracts to be assigned pursuant to Section 3.2(a)(ii3.02(a)(ii); (vi) properly executed Confidential Information and Intellectual Property Agreement (Exhibit D) of the Employees And Consultants per Section 4; (vii) properly executed Employee Group Escrow Agreement between Seller and Accepting Employees and Consultants; (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultants; (ix) properly executed Release of Lien for Ohio Document ID# 200125001442 (Exhibit G); (x) properly executed Release of Lien for Ohio Document ID# 200233602914 (Exhibit H); (xi) Such other agreements or assignments as may be required to accomplish or fulfill the purposes and intent of this Agreement; (xii) Properly executed Lima License Letter Revision, as set forth in Exhibit J; (xiii) Properly executed Wabash License Letter Revision, as set forth in Exhibit K.. (b) At or prior to the Closing, Buyer shall deliver to Seller: (i) that portion of the Purchase Price payment purchase price specified in Section 2.3(a2.02(a), adjusted as provided in Section 3.03 for the Net Working Capital Estimate; (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedule 2.1(a), and the Licenses listed in Schedule 2.1(b), including assignments for certain DOE Agreements and licenses for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; and (iii) copies of Buyer’s letters of authority 's and its Affiliate which is a party to a Related Agreement resolutions certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related AgreementsAgreements to which it is a party, and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party; (iii) certificates of incumbency and specimen signatures of the signatory officers of Buyer and its Affiliate which is a party to a Related Agreement; (iv) a written opinion of counsel to Buyer, as to Buyer's and its Affiliate which is a party to a Related Agreement due organization, valid existence and good standing as a corporation in each Delaware, registration and good standing in Kansas, and the due authorization, execution and delivery by Buyer or its Affiliates as the case may be of this Agreement and the Related Agreements and the validity and binding effect of this Agreement and the Related Agreements, which opinion shall be in the form attached hereto as Exhibit D; (v) a certificate of existence and good standing issued by the State of Delaware and a copy of Buyer's or its Affiliate which is a party to a Related Agreement certificate of registration to do business in the extent State of Kansas as a foreign company; (vi) the properly executed purchase price allocation schedule described in Section 12.02 hereof; (vii) proof of insurance required pursuant to Section 11.08 with copies of the policy to be provided by Buyer’s organizational documents)Buyer to Seller as soon as available; (viii) proof of environmental insurance required pursuant to Section 13.09 with copies of the policy to be provided by Buyer to Seller as soon as available; and (ix) the surety bond in accordance with Article 16 of the Cogeneration Sub-Sublease. (c) At or prior to the Closing, Guarantor shall deliver to Seller: (i) copies of resolutions of Guarantor's board of directors certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement, the Guaranty; and the consummation of the transactions contemplated under this Agreement, and the Guaranty; (ii) certificates of incumbency and specimen signatures of the signatory officers of Guarantor; (iii) a written opinion of counsel to Guarantor, as to Guarantor's due organization, valid existence and good standing as a corporation in Wyoming, registration and good standing in Kansas, the due authorization, execution and delivery by Guarantor of this Agreement, and the Guaranty and the validity and binding effect of this Agreement, and the Guaranty which opinion shall be in the form attached hereto as Exhibit F; (iv) a certificate of existence and good standing issued by the State of Wyoming and a copy of Guarantor's certificate of registration to do business in the State of Kansas as a foreign company; and (v) the Guaranty as specified in Exhibit E. (d) At the Closing, Buyer or Buyer's Affiliates and Seller or Seller’s 's Affiliates shall enter into the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”):agreements: (i) Professional Services Agreement under which the Buyer shall provide services to WRELFrontier Products Offtake Agreement, as set forth specified in Exhibit EG; (ii) Access and Use Agreement by the Terminal Agreement, (El Dorado Tank Farm), as specified in Exhibit I; (iii) the Transition Services Agreements under which the Buyer shall have access Seller or its Affiliates may provide services to and limited use of the WREL plantBuyer, as set forth specified in Exhibit F.J; (iv) the Foreign Crude Supply Agreement, as specified in Exhibit K; (v) the Cogeneration Sub-Sublease, as specified in Exhibit L; (vi) the Hydrotreater Sublease, as specified in Exhibit M; (vii) the Measurements Services Agreement, as specified in Exhibit N; (viii) the Terminal Agreement (Jet Fuel-Xxxxx Terminal), as specified in Exhibit O; and (ix) the Real Property Agreement, as specified in Exhibit P.

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller shall deliver to Buyer: (i) a properly executed bills of sale and acknowledged special warranty deed or deeds to the Refinery Land, the Improvements thereon, and the appurtenances thereto, each such deed to be in substantially the forms form of Exhibit A and Exhibit B, covering containing restrictions of use of the E-Gas Technology Refinery Land to industrial and Assets identified in Schedules 2.1(a), 2.1(b), and 5.13 commercial as applicable to be transferred to Buyer.its present uses; (ii) a Xxxx of Sale to be in the form of Exhibit B along with any other properly executed and acknowledged assignments and assumptions general conveyances for any other of Seller’s interest in the Contracts listed in Schedules 2.1(a), including [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission Acquired Assets not conveyed pursuant to Rule 406 such Xxxx of Sale (excluding the Securities Act of 1933, as amended. assignments for certain DOE Agreements and licenses, for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party (excepting the DOE Repayment Agreement Modification 1(DE-FR21-92MC29075Refinery Land), IMPPCCT Agreement (DE-FC26-99FT40659), and the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing), each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; (iii) properly executed Confidentiality Agreement (Exhibit L); (iv) copies of Seller’s resolutionsthe resolutions of Seller and each Affiliate that is a party to a Related Agreement, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by such SellerPerson’s organizational documents); (iv) certificates of incumbency and specimen signatures of the signatory officers of Seller and its Affiliate that is a party to a Related Agreement; (v) a short-form Good Standing Certificate issued by the Secretary of State for the State of Delaware in respect of Seller; (vi) copies of consents of third parties required to be obtained prior to the assignment of the Leases and Easements, Permits and the Contracts to be assigned pursuant to Section 3.2(a)(ii3.02(a)(ii); (vi) properly executed Confidential Information and Intellectual Property Agreement (Exhibit D) of the Employees And Consultants per Section 4; (vii) properly executed Employee Group Escrow Agreement between Seller and Accepting Employees and Consultants;grants of Intellectual Property as set forth in Article XVI; and (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultants; (ix) properly executed Release of Lien for Ohio Document ID# 200125001442 (Exhibit G); (x) properly executed Release of Lien for Ohio Document ID# 200233602914 (Exhibit H); (xi) Such any other documents, instruments or agreements contemplated hereby or assignments as may be required reasonably necessary or appropriate to accomplish or fulfill consummate the purposes and intent of this Agreement; (xii) Properly executed Lima License Letter Revision, as set forth in Exhibit J; (xiii) Properly executed Wabash License Letter Revision, as set forth in Exhibit K.transactions contemplated hereby. (b) At or prior to the Closing, Buyer shall deliver to Seller: (i) the Purchase Price payment Closing Date Payment specified in Section 2.3(a2.02(a), adjusted as provided in Section 3.04; (ii) properly executed the Inventory Deposit specified in Section 3.03(a); (iii) copies of the resolutions of Buyer and acknowledged assignments its Affiliate that is a Party to a Related Agreement, certified as being correct and assumptions complete and then in full force and effect, authorizing the execution of Seller’s interest in this Agreement and the Contracts listed in Schedule 2.1(a)Related Agreements to which it is a party, and the Licenses listed consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in Schedule 2.1(beach case to the extent required by such Person’s organizational documents); (iv) certificates of incumbency and specimen signatures of the signatory officers of Buyer and its Affiliate that is a party to a Related Agreement; (v) a short-form Good Standing Certificate issued by the Secretary of State for the State of Delaware in respect of Buyer; (vi) a resale certificate and any other certificates or instruments necessary for the sale and transfer of the Inventory without any sales, including assignments excise or use Taxes of any Governmental Authority all to be in form reasonably satisfactory to Seller; and (vii) any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated hereby. (c) At the Closing, Buyer or Buyer’s Affiliates and Seller or Seller’s Affiliates shall enter into the following agreements: (i) an Assignment and Assumption Agreement to be in the form of Exhibit C for certain DOE Agreements the assignment and licenses assumption of the Contracts, the Leases and Easements, and the Permits for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. . Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; andGovernmental Authority or third party; (ii) a Transition Services Agreement to be in the form of Exhibit D, if the Parties agree such agreement is necessary or desirable; (iii) copies of Buyer’s letters of authority certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements, and the consummation of the transactions contemplated under this Agreement and the Related Agreements (in each case to the extent required by Buyer’s organizational documents). (c) At the Closing, Buyer and Seller or Seller’s Affiliates shall enter into the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”): (i) Professional Services Agreement under which the Buyer shall provide services to WRELEnvironmental Agreement, as set forth in Exhibit E; (iiiv) Access and Use First Amendment to Terminaling Agreement by which the Buyer shall have access to and limited use of the WREL plant, as set forth in Exhibit F.F; and (v) Pipeline Option Agreement in the form of Exhibit G.

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller (or other Seller Companies, as applicable) shall execute (as applicable), acknowledge (as applicable), and deliver to BuyerBuyer the following: (i) properly executed bills of sale one or more warranty deed(s) for the Refinery Owned Real Property substantially in substantially the forms of form attached hereto as Exhibit A and Exhibit B, covering B (the E-Gas Technology and Assets identified in Schedules 2.1(a“Deeds”), 2.1(b)pursuant to which each applicable Seller Company conveys its right, title and 5.13 interest in and to be transferred the Refinery Owned Real Property to Buyer.; (ii) properly executed assignment and acknowledged assignments assumption agreement(s), substantially in the forms attached hereto as Exhibit C-1, Exhibit C-2 and assumptions of Seller’s Exhibit C-3 (collectively, the “Real Property Interest Assignment and Assumption Agreements”), pursuant to which each applicable Seller Company conveys its right, title and interest in and to the Contracts listed in Schedules 2.1(a)Easements, including [*] = Certain confidential information contained in this documentRefinery Leases, marked by bracketsRefinery Leased Real Property, has been omitted Third Party Leases and filed separately with other real property rights and interests constituting the Securities and Exchange Commission pursuant to Rule 406 of Assets (other than the Securities Act of 1933, as amended. assignments for certain DOE Agreements and licenses, for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party (excepting the DOE Repayment Agreement Modification 1(DE-FR21-92MC29075), IMPPCCT Agreement (DE-FC26-99FT40659Refinery Owned Real Property), and Buyer assumes the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing), each such assignment liabilities associated therewith arising from and assumption to be in substantially after the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authorityClosing Date; (iii) properly executed Confidentiality Agreement one or more bills of sale, assignment and assumption agreement(s) substantially in the form attached hereto as Exhibit D (Exhibit Lthe “Xxxx of Sale, Assignment and Assumption Agreement”), pursuant to which each applicable Seller Company conveys its right, title and interest in and to the Assets (other than the Assets to be conveyed pursuant to Sections 3.02(a)(i) and 3.02(a)(ii)), and Buyer assumes the liabilities associated therewith; (iv) copies evidence reasonably satisfactory to Buyer that each of the operators of Trans Mountain Pipeline, Olympic Pipeline and Xxxxxx Xxxxxx Pipeline have agreed to transfer or assign 100% of Seller Companies’ line space history and rights as a shipper to Buyer; (v) a certificate dated as of the Closing Date and signed by an authorized officer of Seller’s resolutions, certified certifying as being correct to the fulfillment by Seller of the conditions set forth in Sections 12.01 and complete and then in full force and effect, 12.02 (except to the extent of any waiver thereof); (vi) a certificate certifying to the adoption of resolutions of each Seller Company authorizing the execution of this Agreement (only in the case of Seller) and the Related Agreements Closing Documents to which it is a party and the consummation of the transactions contemplated under this Agreement Contemplated Transactions and the Related Agreements Closing Documents to which it is a party (in each case to the extent required by such SellerSeller Company’s organizational documentsOrganizational Documents); (v) copies of consents of third parties required to be obtained prior to the assignment of the Contracts to be assigned pursuant to Section 3.2(a)(ii); (vi) properly executed Confidential Information and Intellectual Property Agreement (Exhibit D) of the Employees And Consultants per Section 4; (vii) properly executed Employee Group Escrow Agreement between Seller all affidavits, statements, declarations, forms and Accepting Employees other documents and Consultantsinstruments required by Applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property; (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultantsall required forms for Transfer Taxes as required by Applicable Law; (ix) properly executed Release customary title affidavits and indemnities, evidence of Lien for Ohio Document ID# 200125001442 (Exhibit G); corporate, partnership or limited liability company authority, organizational documents and by-laws, proofs of payment, lien waivers, releases and satisfactions of liens, and such other documents, agreements, certificates, instruments and information required by the Title Company to issue Buyer’s Title Policy at Closing; (x) properly executed Release of Lien for Ohio Document ID# 200233602914 to the extent the applicable landlord/lessor will provide, an estoppel certificate or similar document, dated no more than fifteen (Exhibit H); (xi15) Such other agreements or assignments as may be required to accomplish or fulfill the purposes and intent of this Agreement; (xii) Properly executed Lima License Letter Revision, as set forth in Exhibit J; (xiii) Properly executed Wabash License Letter Revision, as set forth in Exhibit K. (b) At or days prior to the ClosingClosing Date, Buyer shall deliver to Seller: (i) certifying that the Purchase Price payment specified applicable Seller Company is not in Section 2.3(a); (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in breach or default under the Contracts listed in Schedule 2.1(a)applicable Refinery Lease, and that the Licenses listed in Schedule 2.1(b), including assignments for certain DOE Agreements and licenses for which no consent to assignment applicable Refinery Lease is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; and (iii) copies of Buyer’s letters of authority certified as being correct and complete and then in full force and effecteffect and has not been amended or modified, authorizing the execution of this Agreement and the Related Agreements, and the consummation of the transactions contemplated duly executed by each landlord under this Agreement and the Related Agreements (in each case to the extent required by Buyer’s organizational documents). (c) At the Closing, Buyer and Seller or Seller’s Affiliates shall enter into the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”): (i) Professional Services Agreement under which the Buyer shall provide services to WREL, as set forth in Exhibit ERefinery Lease; (ii) Access and Use Agreement by which the Buyer shall have access to and limited use of the WREL plant, as set forth in Exhibit F.

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller shall deliver to Buyer: (i) one or more properly executed bills of sale and acknowledged grant deeds (the "Deeds") conveying marketable title to the Refinery Land, the Improvements thereon, and the appurtenances thereto to Buyer, each such deed to be in substantially the forms form of Exhibit A and Exhibit Bto contain certain agreed-upon use restrictions and reservations of existing and future pipeline easements with rights of reasonable access for maintenance, covering replacement and removal. The Deeds shall be in recordable form for recording the E-Gas Technology Deeds in the county in which the Refinery Land, the Improvements thereon and Assets identified in Schedules 2.1(a), 2.1(b), and 5.13 to be transferred to Buyer. the appurtenances thereto are located; (ii) a properly executed and acknowledged assignment and assumption or assignments and assumptions of Seller’s interest in the Contracts listed in Schedules 2.1(a)Contracts, including [*] = Certain confidential information contained in this documentthe Leases and Easements, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. assignments for certain DOE Agreements and licenses, Permits for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party (excepting the DOE Repayment Agreement Modification 1(DE-FR21-92MC29075), IMPPCCT Agreement (DE-FC26-99FT40659), and the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing)party, each such assignment and assumption to be in substantially the form of Exhibit C. B. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; ; (iii) a properly executed Confidentiality Agreement (Exhibit L); and acknowledged general conveyance of all of the Assets for which no specific conveyance is clearly applicable; (iv) copies of Seller’s 's (and, if necessary, its Affiliates which are a party to a Related Agreement) resolutions, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by such Seller’s Person's organizational documents); ; (v) certificates of incumbency and specimen signatures of the signatory officers of Seller and its Affiliates which are a party to a Related Agreement; (vi) a certificate of formation and good standing by the State of Nevada, and copies of Seller's or its Affiliates which are a party to a Related Agreement certificate of registration to do business in the State of California as a foreign company; (vii) written opinion of counsel to Seller, covering, in the aggregate, Seller's due organization, valid existence and good standing as a corporation in Nevada, registration and good standing in California, and the due authorization, execution and delivery by Seller or its Affiliates as the case may be of this Agreement and the Related Agreements, and the validity and binding effect of this Agreement and the Related Agreements, which opinion shall be in the form attached hereto as Exhibit C; and (vii) copies of consents of third parties required to be obtained prior to the assignment of the Leases and Easements, Permits and the Contracts to be assigned pursuant to Section 3.2(a)(ii3.02(a)(ii); (vi) properly executed Confidential Information and Intellectual Property Agreement (Exhibit D) of the Employees And Consultants per Section 4; (vii) properly executed Employee Group Escrow Agreement between Seller and Accepting Employees and Consultants; (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultants; (ix) properly executed Release of Lien for Ohio Document ID# 200125001442 (Exhibit G); (x) properly executed Release of Lien for Ohio Document ID# 200233602914 (Exhibit H); (xi) Such other agreements or assignments as may be required to accomplish or fulfill the purposes and intent of this Agreement; (xii) Properly executed Lima License Letter Revision, as set forth in Exhibit J; (xiii) Properly executed Wabash License Letter Revision, as set forth in Exhibit K.. (b) At or prior to the Closing, Buyer shall deliver to Seller: (i) the Purchase Price payment purchase price specified in Section 2.3(a2.02(b); , adjusted as provided in Section 3.03 for the Net Working Capital Estimate; (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedule 2.1(a), and the Licenses listed in Schedule 2.1(b), including assignments for certain DOE Agreements and licenses for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; and (iii) copies of Buyer’s letters of authority 's resolutions certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements, and the consummation of the transactions contemplated under this Agreement and the Related Agreements (in each case to the extent required by Buyer’s such Person's organizational documents); (iii) certificates of incumbency and specimen signatures of the signatory officers of Buyer; (iv) a written opinion of counsel to Buyer, as to Buyer's due organization, valid existence and good standing as a corporation in Delaware, registration and good standing in California, and the due authorization, execution and delivery by Buyer of this Agreement and the Related Agreements and the validity and binding effect of this Agreement and the Related Agreements, which opinion shall be in the form attached hereto as Exhibit D; and (v) certificate of existence and good standing issued by the State of Delaware and a copy of Buyer's certificate of registration to do business in the State of California as a foreign company. (c) At the Closing, Buyer and Seller or Seller’s 's Affiliates shall enter into the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”):agreements: (i) Professional Transition Services Agreement Agreements under which the Buyer shall Seller or its Affiliates may provide services to WRELBuyer, as set forth in Exhibit E; E. (ii) Access and Use Agreement by which the Buyer shall have access to and limited use of the WREL plantCalifornia SJV Heavy Crude Oil Supply Agreement, as set forth in Exhibit F.F. (iii) Elk Hills Crude Oil Supply Agreement, as set forth in Exhibit G. (iv) Product Offtake Agreement, as set forth in Exhibit H. (v) Transportation Agreement for TRPP Pipeline, as set forth in Exhibit I.

Transactions and Deliveries at or Prior to Closing. (a) At or prior to the Closing, Seller shall deliver to Buyer:; (i) properly executed bills and acknowledged deeds, with warranty of sale title, to the Refinery Land, the Improvements thereon, and the appurtenances thereto, each such deed to be in substantially the forms form of Exhibit A and Exhibit B, covering the E-Gas Technology and Assets identified in Schedules 2.1(a), 2.1(b), and 5.13 to be transferred to Buyer.A; (ii) a Xxxx of Sale to be in the form of Exhibit B along with any other properly executed and acknowledged assignments general conveyances for any other of the Acquired Assets not conveyed pursuant to such Xxxx of Sale (excluding the Refinery Land); (iii) copies of the resolutions of, certified as being correct and assumptions complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements and the consummation of the transactions contemplated under this Agreement and the Related Agreement (to the extent required by the Seller’s organizational documents); (iv) certificates of incumbency and specimen signatures of the signatory officers of Seller’s interest in the Contracts listed in Schedules 2.1(a), including [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. assignments for certain DOE Agreements and licenses, for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived ; (v) a short-form Good Standing Certificate issued by the third party Secretary of State for the State of Nevada in respect of Seller; (excepting the DOE Repayment vi) an Assignment Agreement Modification 1(DE-FR21-92MC29075), IMPPCCT Agreement (DE-FC26-99FT40659), and the Cyclone Project Agreement (DE-FC26-02NT41583), which shall be novated post-closing), each such assignment and assumption to be in substantially the form of Exhibit C. Additionally C attached hereto, transferring all Leases and Easements, Permits and the Parties agree Contracts; and (vii) any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to execute consummate the transactions contemplated hereby, including, if applicable, the execution and delivery of the Related Agreements. (b) At the Closing, Buyer shall deliver such other forms to Seller: (i) the payment specified in Section 2.02(b); (ii) the Promissory Note in the form of conveyance as may be required by any governmental authorityExhibit D attached hereto; (iii) properly executed Confidentiality Agreement (Exhibit L);and acknowledged first trust deed or other form of secured interest in “Refinery Land” and “Refinery Other Assets”’ (iv) copies of Seller’s resolutionsthe resolutions of Buyer, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party party, and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by such SellerPerson’s organizational documents); (v) copies certificates of consents of third parties required to be obtained prior to the assignment incumbency and specimen signatures of the Contracts to be assigned pursuant to Section 3.2(a)(ii)signatory officers of Buyer; (vi) properly executed Confidential Information and Intellectual Property Agreement (Exhibit D) a Good Standing Certificate issued by the State for the State of the Employees And Consultants per Section 4Utah in respect of Buyer; (vii) properly executed Employee Group Escrow Agreement between Seller and Accepting Employees and Consultants; (viii) properly executed declarations (per Section 7.14 between Seller and Accepting Employees and Consultants; (ix) properly executed Release of Lien for Ohio Document ID# 200125001442 (Exhibit G); (x) properly executed Release of Lien for Ohio Document ID# 200233602914 (Exhibit H); (xi) Such any other documents, instruments or agreements contemplated hereby or assignments as may be required reasonably necessary or appropriate to accomplish or fulfill consummate the purposes and intent of this Agreement; (xii) Properly executed Lima License Letter Revisiontransactions contemplated hereby, as set forth in Exhibit J; (xiii) Properly executed Wabash License Letter Revisionincluding, as set forth in Exhibit K. (b) At or prior to the Closingif applicable, Buyer shall deliver to Seller: (i) the Purchase Price payment specified in Section 2.3(a); (ii) properly executed and acknowledged assignments and assumptions of Seller’s interest in the Contracts listed in Schedule 2.1(a), and the Licenses listed in Schedule 2.1(b), including assignments for certain DOE Agreements and licenses for which no consent to assignment is required or for which any required consent to assignment has been obtained or waived by the third party, each such assignment and assumption to be in substantially the form of Exhibit C. Additionally the Parties agree to execute and deliver such other forms of conveyance as may be required by any governmental authority; and (iii) copies of Buyer’s letters of authority certified as being correct and complete and then in full force and effect, authorizing the execution and delivery of this Agreement and the Related Agreements, and the consummation of the transactions contemplated under this Agreement and the Related Agreements (in each case to the extent required by Buyer’s organizational documents). (c) At the Closing, Buyer and Seller or Seller’s Affiliates shall enter into the conveyance and assumption agreements referenced in Section 3.2(a), (b) and (c) and all other agreements required by this Agreement including the following agreements (collectively the “Related Agreements”): (i) Professional Services Agreement under which the Buyer shall provide services to WREL, as set forth in Exhibit E; (ii) Access and Use Agreement by which the Buyer shall have access to and limited use of the WREL plant, as set forth in Exhibit F.