0001193125-12-292324 Sample Contracts

GEVO, INC. 12,500,000 Shares Common Stock ($0.01 par value per Share) UNDERWRITING AGREEMENT June 29, 2012 UNDERWRITING AGREEMENT
Underwriting Agreement • July 2nd, 2012 • Gevo, Inc. • Industrial organic chemicals • New York
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GEVO, INC. $40,000,000 Principal Amount
Gevo, Inc. • July 2nd, 2012 • Industrial organic chemicals • New York

The Notes are to be issued pursuant to an indenture to be dated as of July 5, 2012, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of July 5, 2012 between the Company and the Trustee (such indenture, as supplemented, the “Indenture”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into shares of the common stock, par value $.01 per share, (the “Common Stock”) of the Company (the “Shares”). The Notes and the Shares are described in the Prospectus which is referred to below.

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