EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of December 3, 2004, between MERCATOR MOMENTUM FUND, LP, and MERCATOR MOMENTUM FUND III, LP. (collectively, the "Fund") and MERCATOR ADVISORY GROUP, LLC ("MAG") (the Fund and MAG are...Registration Rights Agreement • March 31st, 2005 • Medical Discoveries Inc • Pharmaceutical preparations • California
EXHIBIT 10.3 EURONET INTERNATIONAL, INC. ADVISORY AGREEMENT THIS AGREEMENT made as of the 26th day of March 2002, by and between Euronet, International, Inc. a Nevada Corporation (hereinafter referred to as "Euronet") whose principal office located at...Advisory Agreement • April 1st, 2002 • Medical Discoveries Inc • Pharmaceutical preparations
JV AGREEMENTJoint Venture Agreement • January 18th, 2001 • Medical Discoveries Inc • Pharmaceutical preparations • Utah
EXHIBIT 10.3 MEDICAL DISCOVERIES, INC. SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK WARRANTS SUBSCRIPTION AGREEMENTSubscription Agreement • June 2nd, 2005 • Medical Discoveries Inc • Pharmaceutical preparations
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement ("AGREEMENT"), dated as of April 1, 2005 ("EFFECTIVE DATE"), is between Medical Discoveries, Inc., a Utah corporation ("MDI"), and Judy M. Robinett, an individual ("EXECUTIVE"). 1. EMPLOYMENT...Employment Agreement • October 13th, 2005 • Medical Discoveries Inc • Pharmaceutical preparations • Utah
OFFICE LEASE ADLER REALTY INVESTMENTS, INC. DANARI BROADWAY, LLCOffice Lease • March 22nd, 2012 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • California
This Office Lease (the 'Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between DANARI BROADWAY, LLC, a Delaware Limited Liability Company ("Landlord"), and GLOBAL CLEAN ENERGY HOLDINGS, INC., a Utah corporation ("Tenant").
R E C I T A L SMutual Release and Settlement Agreement • December 6th, 2001 • Medical Discoveries Inc • Pharmaceutical preparations • Utah
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • October 26th, 2007 • Medical Discoveries Inc • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT for value received, _________________________, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Medical Discoveris, Inc., a Utah corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, no par value (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Release and Settlement Agreement dated as of October 17, 2007, by and among the Company, Holder and the other parties therein named (the “Settlement Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of October 18, 2004, between MONARCH POINTE FUND, LTD. (the "Fund") and MERCATOR ADVISORY GROUP, LLC ("MAG") (the Fund and MAG are referred to individually as a "Holder" and collectively as...Registration Rights Agreement • March 31st, 2005 • Medical Discoveries Inc • Pharmaceutical preparations • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of _________________, 20__, by and between Global Clean Energy Holdings, Inc., a Delaware corporation (the “Company”) and ____________________ (the “Indemnitee”).
AMENDMENT NO. 16 TO CREDIT AGREEMENTCredit Agreement • June 26th, 2024 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • New York
This AMENDMENT NO. 16 TO CREDIT AGREEMENT (this “Agreement”), dated as of June 25, 2024 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “Project Company”), Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent (in such capacity, the “Administrative Agent”), and the Tranche A Lenders, Tranche B Lenders, Tranche C Lenders, Tranche C+ Lenders and Tranche D Lenders party hereto, constituting 100% of the Tranche A Lenders, the Tranche B Lenders, the Tranche C Lenders, Tranche C+ Lenders and Tranche D Lenders party to the Credit Agreement (as defined below) (the “Signatory Lenders”). As used in this Agreement, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement unless otherwise specified.
WARRANTWarrant Agreement • August 14th, 2023 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SECURITIES, AS THE CASE MAY BE, IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (B) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
DEFINITIVE MASTER AGREEMENT BETWEEN MDI ONCOLOGY, INC. AND EUCODIS FORSCHUNGS- und ENTWICKLUNGS GmbH Dated as of July 29, 2006Definitive Master Agreement • May 29th, 2008 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Utah
This Definitive Master Agreement (“Agreement”) is made and entered into as of July 29, 2006 by and between MDI Oncology, Inc. (“MDI”), a Delaware corporation, whose principal place of business is 1338 S. Foothill Drive, #266, Salt Lake City, Utah 84108 and Eucodis Forschungs - und Entwicklungs GmbH (“Eucodis”), an Austrian company whose principal place of business is Brunner Str. 59, 1230, Vienna, Austria (collectively MDI and Eucodis shall be referred to as the “Parties”).
STOCK OPTION AGREEMENTStock Option Agreement • April 12th, 2010 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • California
THIS STOCK OPTION AGREEMENT (“Agreement”), effective as of July 2, 2009 (the “Effective Date”), is made by and between Global Clean Energy Holdings, Inc., a Utah corporation (the “Company”), and David Walker (the “Optionee”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in Section 13 of this Agreement.
AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • April 16th, 2024 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • California
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (“Agreement”), effective as of October 14, 2023 (the “Effective Date”), is made by and between Global Clean Energy Holdings, Inc., a Delaware corporation (the “Company”), and Richard Palmer (“Optionee”).
SECOND AMENDMENT TO STANDARD MULTI-TENANT OFFICE LEASE - GROSSStandard Multi-Tenant Office Lease - Gross • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware
This SECOND Amendment to Lease (this “Agreement”) dated as of June 4, 2019 is entered into by and between Skypark Atrium, LLC (“Lessor”) and Global Clean Energy Holdings, Inc. a Delaware Corporation (“Lessee”), with reference to the following:
ContractStock Purchase Agreement • March 22nd, 2012 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • California
SALE AND PURCHASE AGREEMENT AMONG GLOBAL CLEAN ENERGY HOLDING, INC. AND AND CURADIS GMBH Dated November 16, 2009Sale and Purchase Agreement • November 14th, 2011 • Global Clean Energy Holdings, Inc. • Agricultural production-crops
This Sale and Asset Purchase Agreement (this “Agreement”, which term is intended to include all exhibits, schedules and other documents attached hereto or referred to herein) is made and entered into as of November 16, 2009 (the “Effective Date”) by and between Global Clean Energy Holdings, Inc., a Utah corporation formerly known as Medical Discoveries, Inc. (“GCEH”), and MDI Oncology, Inc., a Delaware corporation (“MDI” and collectively with GCEH, “Sellers”), whose principal places of business are located 6033 West Century Blvd., Suite 895 Los Angeles, CA 90045, and Curadis GmbH (“Curadis”), whose principal place of business is Henkestr. 91, 91052 Erlangen, Germany. Individually GCEH, MDI and Curadis shall be referred to as a “Party” and collectively as the “Parties.”
LIMITED LIABILITY COMPANY AGREEMENT OF GCE MEXICO I, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • December 31st, 2009 • Global Clean Energy Holdings, Inc. • Agricultural production-crops
AMENDMENT NO. 4 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENTCredit Agreement • February 28th, 2022 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of February 23, 2022 (this “Agreement”), is entered into by and among BKRF HCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF HCP, LLC, a Delaware limited liability company (“Holdings”), Global Clean Energy Holdings, Inc. (“GCEH”) (as assignee of Orion Energy Partners TP Agent, LLC), in its capacity as the administrative agent and collateral agent (in such capacity, the “Administrative Agent”), and GCEH in its capacity as the only Lender party to the Credit Agreement (as defined below) (the “Signatory Lender”). As used in this Agreement, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement unless otherwise specified.
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2022 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 2nd day of February, 2022 (the “Effective Date”), by and between Global Clean Energy Holdings, Inc. (“GCEH” or “Company”), and Ralph John Goehring (hereinafter, “Employee,” and collectively with the Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2022 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 5th day of August 2022, by and among Global Clean Energy Holdings, Inc. a Delaware corporation (the “Company”), and ExxonMobil Renewables LLC, a Delaware limited liability company (the “Investor” or “EM Renewables”).
CREDIT AGREEMENT dated as of June 25, 2024 among BAKERSFIELD RENEWABLE FUELS, LLC, as Borrower, BKRF OCB, LLC and BKRF OCP, LLC, as Guarantors, The LENDERS Party Hereto, as the Lenders, and VITOL AMERICAS CORP., as Administrative Agent and as...Credit Agreement • June 26th, 2024 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • New York
THIS CREDIT AGREEMENT dated as of June 25, 2024 (this “Agreement”), among BAKERSFIELD RENEWABLE FUELS, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCB, LLC, a Delaware limited liability company (“Term Loan Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), the LENDERS party hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), VITOL AMERICAS CORP., as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).
TURNKEY AGREEMENT WITH A GUARANTEED MAXIMUM PRICETurnkey Agreement • May 20th, 2021 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • California
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the 18th Day of May, 2021 (the “Effective Date”), is entered into by and between Bakersfield Renewable Fuels, LLC (“Owner”), and CTCI AMERICAS, INC. (“Contractor” and, together with Owner, each a “Party” and together the “Parties”).
SERVICE AGREEMENTService Agreement • December 31st, 2009 • Global Clean Energy Holdings, Inc. • Agricultural production-crops
This Service Agreement (hereinafter the “Agreement”) is entered into this 15th day of October 2007 between Lodemo y Asociados S.C.P., a Mexican Corporation with its primary place of business located at Calle 18, # 201-B x 23 y 25, Colonias Garcia Gineres, C.P. 97070, Merida, Yucatan, Mexico (hereinafter “Lodemo”); and Medical Discoveries, Inc., a Utah Corporation dba Global Clean Energy Holdings, with its primary place of business located at 6033 W. Century Blvd, Suite 1090, Los Angeles, CA 90045, USA (hereinafter “Global”). The terms of this Agreement shall be binding upon the parties.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 20th, 2009 • Global Clean Energy Holdings, Inc. • Agricultural production-crops
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March ______, 2009, by and among Frank Towers (“Shareholder 1”) of Catterall Hall Farm, Catterall Lane, Preston, Lancashire PR3 0PA, United Kingdom of the First Part; and Neal John Walmsley of 12 Old Lancaster Road, Catterall, Preston PR3 0HN, United Kingdom (“Shareholder 2”) of the Second Part; and Eric Royds of 3 Heath Avenue, Halifax HX3 0EA, United Kingdom (“Shareholder 3”) of the Third Part; and Farzad Zamanian of 5 Hollingwood Rise, Ilkley LS29 9PW, United Kingdom of the Fourth Part (“Shareholder 4”), (each a “Shareholder” and together the “Shareholders”) AND Technology Alternatives Limited, a Belizean Company formed under the Laws of Belize with registered office situate at No. 1 NimLiPunit Street, Belmopan, Cayo District, Belize, Central America (hereinafter called the “Company”) of the Fifth Part AND Global Clean Energy Holdings, Inc, a Utah Corporation whose registered office is located at 6033 W. Century Blvd., Sui
SECURITY AGREEMENTSecurity Agreement • March 29th, 2013 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware
This SECURITY AGREEMENT is dated as of March 13, 2013 (as the same may from time to time be amended, supplemented or otherwise modified, this “Security Agreement”), by and between Targeted Growth, Inc., a Washington corporation (the “Secured Party”), and Global Clean Energy Holdings Inc., a Delaware corporation (the “Company”).
February 23, 2024 Via Email Delivery (Original to Follow)Separation and General Release Agreement • February 29th, 2024 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 2 TO PRODUCT OFF-TAKE AGREEMENTProduct Off-Take Agreement • April 4th, 2022 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals
THIS AMENDMENT NO. 2 TO PRODUCT OFF-TAKE AGREEMENT (the “Amendment”) is made and entered into effective the 2nd day of February 2022 by and between Bakersfield Renewable Fuels, LLC (as successor-in-interest to GCE Holdings Acquisitions LLC) (“GCE”) and ExxonMobil Oil Corporation (“ExxonMobil”). GCE and ExxonMobil may individually be referred to herein as “Party” or collectively as “Parties”.
Confidential Execution Version CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT BETWEEN GCE HOLDINGS...License Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware
THIS AGREEMENT effective as of the 24th day of October, 2018 (hereinafter referred to as the “EFFECTIVE DATE”), between HALDOR TOPSØE A/S, a company organized and existing under the laws of Denmark, having its principal office at Haldor Topsøes Allé 1, DK-2800 Lyngby, Denmark (hereinafter referred to as “HTAS”), and GCE HOLDINGS ACQUISITIONS, LLC., a company organized and existing under the laws of Delaware, having an office at 2790 Skypark Drive, Suite 105, Torrance, California 90505 (hereinafter referred to as “LICENSEE”) (each of HTAS and LICENSEE being a “PARTY” and collectively being the “PARTIES”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2010 • Global Clean Energy Holdings, Inc. • Agricultural production-crops
This Amendment (the “Amendment”) is made as of this 16th day of March 2010 to that certain Employment Agreement, effective as of September 7, 2007 (the “Employment Agreement”), by and between Global Clean Energy Holdings, Inc., a Utah corporation f/k/a Medical Discoveries, Inc. (the “Company”), and Richard Palmer (hereinafter, “Executive,” and collectively with the Company, the “Parties”).
Amendment No. 2 to EPC AgreementEpc Agreement • January 17th, 2023 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals
This Amendment No. 2 to EPC Agreement (“Amendment”) to the Turnkey Agreement with a Guaranteed Maximum Price for the Engineering, Procurement and Construction of the Bakersfield Renewable Fuels Project by and between Bakersfield Renewable Fuels, LLC and CTCI Americas, Inc. dated as of May 18, 2021 is made this 10th Day of January, 2023 (“Amendment Effective Date”).
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • June 26th, 2024 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • Delaware
THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated and effective as of June 25, 2024 (the “Effective Date”), is by and among Global Clean Energy Holdings, Inc., a Delaware corporation (the “Company”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (“BKRF”), Sustainable Oils, Inc., a Delaware corporation (“SusOils,” and collectively with the Company, BKRF, and the Company’s direct and indirect subsidiaries, the “Company Parties”), ExxonMobil Renewables LLC (“ExxonMobil Renewables”) and ExxonMobil Oil Corporation (“EMOC,” and collectively with ExxonMobil Renewables, “ExxonMobil”). Each of the Company, BKRF, SusOils and ExxonMobil may be referred to hereinafter as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO FORBEARANCE AND CONDITIONAL WAIVER AGREEMENTForbearance and Conditional Waiver Agreement • February 8th, 2022 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals
This AMENDMENT NO. 1 TO FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT, dated as of February 2, 2022 (this “Amendment”), is entered into by and among BKRF OCB, LLC (the “Borrower”), BKRF OCP, LLC (“Holdings”), Bakersfield Renewable Fuels, LLC (the “Project Company”), Orion Energy Partners TP Agent, LLC in its capacity as the administrative agent and the collateral agent (in such capacity, the “Administrative Agent”), and the Tranche A Lenders and Tranche B Lenders party hereto, constituting 100% of the Tranche A Lenders and Tranche B Lenders party to the Credit Agreement (as defined below) (the “Signatory Lenders”). As used in this Amendment, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below) unless otherwise specified.
AMENDMENT NO. 1 TO CONSENT NO. 5, FORBEARANCE AND CONDITIONAL WAIVER AGREEMENTConsent, Forbearance and Conditional Waiver Agreement • February 8th, 2022 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals
This AMENDMENT NO. 1 TO CONSENT NO. 5, FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT, dated as of February 2, 2022 (this “Amendment”), is entered into by and among BKRF HCB, LLC (the “Borrower”), BKRF HCP, LLC (“Holdings”), Orion Energy Partners TP Agent, LLC in its capacity as the administrative agent and the collateral agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto, constituting 100% of the Lenders party to the Credit Agreement (as defined below) (the “Signatory Lenders”). As used in this Amendment, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below) unless otherwise specified.
