EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2010 • Gevo, Inc. • Colorado
This Employment Agreement (this “Agreement”) is made and entered into as of August 10, 2010, by and between Gevo, Inc., a Delaware corporation (the “Company”), and Jack Huttner (the “Executive”). This Agreement will become effective immediately on the date after completion by the Company of an initial public offering (such date, the “Commencement Date”); provided that if (a) the Company does not complete an initial public offering by June 4, 2011 or (b) the Executive does not remain continuously employed by the Company from the date hereof through date the Company completes an initial public offering, this Agreement shall be void ab initio (e.g., it shall never take effect).
ContractPreferred Stock Purchase Warrant • August 12th, 2010 • Gevo, Inc. • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
LICENSE AGREEMENTLicense Agreement • August 12th, 2010 • Gevo, Inc. • California
THIS AGREEMENT is effective as of the 12th day of July, 2005 (the “Effective Date”), between CALIFORNIA INSTITUTE OF TECHNOLOGY, 1200 East California Boulevard, Pasadena, CA 91125 (“Caltech”) and Methanotech, Inc. (“Licensee”), a Delaware corporation having a place of business at Pasadena, California.
COMMERCIALIZATION AGREEMENTCommercialization Agreement • August 12th, 2010 • Gevo, Inc. • Colorado
This Commercialization Agreement (this “Agreement”) is effective as of October 16, 2008 (the “Effective Date”) by and between ICM, Inc., a Kansas corporation with its principal place of business at 310 N. First Street, Colwich, KS 67030 (“ICM”) and Gevo, Inc., a Delaware corporation with offices at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112 (“Gevo”) (Gevo and ICM are collectively referred to as the “Parties” and each individually as a “Party”). As used in this Agreement, the term “Affiliates” means and refers to any entity that controls, or is controlled by, or is under common control with, that entity.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 12th, 2010 • Gevo, Inc. • Delaware
This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Gevo Development, LLC (“Development”), dated as of August 5, 2010 (the “Effective Date”), is made by and among the Members and Development. Capitalized terms used in this Agreement, but not otherwise defined, will have the meanings set forth in Exhibit A.
SUBLEASESublease • August 12th, 2010 • Gevo, Inc. • Texas
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 12th, 2010 • Gevo, Inc. • California
THIS LOAN AND SECURITY AGREEMENT NO. 5441 (this “Agreement”) is entered into as of December 18, 2006, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and GEVO, INC., a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND GEVO INC. FOR UCLA CASE NOS.Exclusive License Agreement • August 12th, 2010 • Gevo, Inc. • California
This Agreement is made and is effective this 6th day of September 2007 (the “Effective Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200, acting through its offices located at 11000 Kinross Avenue, Suite 200 Los Angeles, CA 90095-7231, and Gevo Inc. (“Licensee”), a Delaware corporation having a principal place of business at 133 N. Altadena Dr. Suite 310, Pasadena, CA, 91107.
GEVO, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 12th, 2010 • Gevo, Inc. • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made by and between Gevo, Inc., a Delaware corporation (the “Company”), and (the “Awardee”).
GEVO, INC. STOCK OPTION AGREEMENT EMPLOYEE NON-QUALIFIED STOCK OPTIONStock Option Agreement • August 12th, 2010 • Gevo, Inc.
WHEREAS, the Company has adopted the Gevo, Inc. 2006 Omnibus Securities and Incentive Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and
WARRANTWarrant • August 12th, 2010 • Gevo, Inc. • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
COMMERCIALIZATION AGREEMENTCommercialization Agreement • August 12th, 2010 • Gevo, Inc. • Delaware
This Commercialization Agreement (this “Agreement”), dated as of September 21, 2009 (the “Effective Date”), is made by and among Gevo, Inc., a Delaware corporation (“Gevo”), CDP Gevo, LLC, a Texas limited liability company (“CDP”), and Gevo Development, LLC, a Delaware limited liability company (“Development”). Gevo, CDP, and Development are sometimes referred to individually as a “Party” and collectively as the “Parties.”
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 12th, 2010 • Gevo, Inc. • New York
This Fifth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of March 26, 2010 (“Effective Date”), by and among Gevo, Inc., a Delaware corporation (the “Company”), the California Institute of Technology, located at 1200 East California Boulevard, Pasadena, California, 91125 (“Caltech”), and the persons and entities listed on Exhibit A attached hereto (each hereafter individually referred to as an “Investor” and collectively referred to as the “Investors”).
DEVELOPMENT AGREEMENTDevelopment Agreement • August 12th, 2010 • Gevo, Inc. • Colorado
This Development Agreement (this “Agreement”) is effective as of October 16, 2008 (the “Effective Date”) by and between ICM, Inc., a Kansas corporation with its principal place of business at 310 N. First Street, Colwich, KS 67030 (“ICM”) and Gevo, Inc., a Delaware corporation with offices at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112 (“Gevo”) (Gevo and ICM are collectively referred to as the “Parties” and each individually as a “Party”). As used in this Agreement, the term “Affiliates” means and refers to any entity that controls, or is controlled by, or is under common control with, that entity.
GUARANTY AGREEMENTGuaranty Agreement • August 12th, 2010 • Gevo, Inc. • Delaware
This Guaranty Agreement (the “Guaranty”), dated as of September 21, 2009 (the “Effective Date”), is made by Gevo, Inc., a Delaware corporation (“Guarantor”), in favor of CDP Gevo, LLC, a Texas limited liability company (“Creditor”).
STOCK ISSUANCE AND STOCKHOLDER’S RIGHTS AGREEMENTStock Issuance and Stockholder’s Rights Agreement • August 12th, 2010 • Gevo, Inc.
THIS STOCK ISSUANCE AND STOCKHOLDER’S RIGHTS AGREEMENT is effective as of July 12, 2005 (the “Effective Date”), between METHANOTECH, INC., a Delaware corporation (“Methanotech”) and CALIFORNIA INSTITUTE OF TECHNOLOGY, 1200 East California Boulevard, Pasadena, CA 91125 (“Caltech”).
LICENSE AGREEMENTLicense Agreement • August 12th, 2010 • Gevo, Inc. • Minnesota
This Agreement, effective the 19th day of February, 2009 (“Effective Date”), by and between Cargill, Inc., a corporation of the state of Delaware, having its principal place of business at 15407 McGinty Road West, Wayzata, MN 55391 (hereinafter “Cargill”), and Gevo, Inc., a corporation of the state of Delaware, having its principal place of business at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112 (hereinafter “Gevo”). Cargill and Gevo are collectively referred to herein as “Parties”, in singular or plural usage, as required by context.
