0001520138-20-000472 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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SECOND AMENDMENT TO STANDARD MULTI-TENANT OFFICE LEASE - GROSS
Standard 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:

CREDIT AGREEMENT dated as of May 4, 2020 among BKRF HCB, LLC, as Borrower, BKRF HCP, LLC, as Pledgor, THE LENDERS FROM TIME TO TIME PARTY HERETO, and Orion Energy Partners TP Agent, LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior...
Credit Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • New York

This CREDIT AGREEMENT (this “Agreement”) is dated as of May 4, 2020, among BKRF HCB, LLC, a Delaware limited liability company (“Borrower”), BKRF HCP, LLC, a Delaware limited liability company (“Pledgor”), each LENDER from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Orion Energy Partners TP Agent, LLC, as the Administrative Agent (as defined herein) and the Collateral Agent (as defined herein).

EMPLOYMENT AGREEMENT
Employment Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 15th day of January, 2019 (the “Effective Date”), by and between Global Clean Energy Holdings, Inc. (“GCEH” or “Company”), and Noah Verleun (hereinafter, “Employee,” and collectively with the Company, the “Parties”).

TURNKEY AGREEMENT WITH A GUARANTEED MAXIMUM PRICE
Turnkey Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • California

THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the __ Day of _________, 2020 (the “Effective Date”), is entered into by and between GCE HOLDINGS ACQUISITIONS, LLC (“Owner”), and ARB, INC. (“Contractor” and, together with Owner, each a “Party” and together the “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”).

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. PRODUCT OFFTAKE AGREEMENT BETWEEN GCE...
Product Offtake Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • New York

This Product Off-take Agreement (“Agreement”), dated April 10, 2019 (“Effective Date”), is made by and between GCE Holdings Acquisitions, LLC, a Delaware limited liability company (“GCE”), and ExxonMobil Oil Corporation, a New York corporation (“EXXONMOBIL”). GCE and EXXONMOBIL are each individually referred to herein as a “Party”, and collectively as the “Parties”.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware

This First Amendment to Share Purchase Agreement, dated as of September 27, 2019 (this “Amendment”), is by and among ALON PARAMOUNT HOLDINGS, INC., a Delaware corporation (“Seller”), and GCE HOLDINGS ACQUISITIONS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are from time to time referred to herein individually as a “Party” and collectively as the “Parties.”

CALL OPTION AGREEMENT
Call Option Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops

This Call Option Agreement (this “Agreement”), is made and entered into as of May 7, 2020 (the “Effective Date”), by and among Global Clean Energy Holdings, Inc., a Delaware corporation (“GCEH”), Alon Paramount Holdings, Inc., a Delaware corporation (“Alon Paramount”), and GCE Holdings Acquisitions, LLC, a Delaware limited liability company (the “Company”). GCEH, Alon Paramount, and the Company are from time to time referred to herein individually as a “Party” and collectively as the “Parties.”

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware

This Third Amendment to Share Purchase Agreement, dated as of October 11, 2019 (this “Third Amendment”), is by and among ALON PARAMOUNT HOLDINGS, INC., a Delaware corporation (“Seller”), and GCE HOLDINGS ACQUISITIONS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are from time to time referred to herein individually as a “Party” and collectively as the “Parties.”

CONTROL, OPERATIONS AND MAINTENANCE AGREEMENT BETWEEN BKRF OCB, LLC (“OWNER”) AND GCE OPERATING COMPANY, LLC (“OPERATOR”) FOR THE CONTROL, OPERATIONS AND MAINTENANCE OF THE BAKERSFIELD RENEWABLES REFINERY LOCATED IN BAKERSFIELD, CALIFORNIA EFFECTIVE...
Control, Operations and Maintenance Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops

THIS CONTROL, OPERATION AND MAINTENANCE AGREEMENT (“Agreement”), is entered into as of this 4th day of May, 2020, by and between GCE OPERATING COMPANY, LLC, a Delaware limited liability company (“Operator”), and BKRF OCB, LLC, a Delaware limited liability company(“Owner”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 15th day of October, 2018 (the “Effective Date”), by and between Global Clean Energy Holdings, Inc. (“GCEH” or “Company”), and Richard Palmer (hereinafter, “Executive,” and collectively with the Company, the “Parties”).

SHARE PURCHASE AGREEMENT by and between ALON PARAMOUNT HOLDINGS, INC. and GCE HOLDINGS ACQUISITIONS, LLC
Share Purchase Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • New York

This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of April 29, 2019 (the “Execution Date”), by and between ALON PARAMOUNT HOLDINGS, INC., a Delaware corporation (“Seller”), and GCE HOLDINGS ACQUISITIONS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer may be referred to herein individually as a “Party,” and collectively as the “Parties.”

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware

This Second Amendment to Share Purchase Agreement, dated as of October 4, 2019 (this “Second Amendment”), is by and among ALON PARAMOUNT HOLDINGS, INC., a Delaware corporation (“Seller”), and GCE HOLDINGS ACQUISITIONS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are from time to time referred to herein individually as a “Party” and collectively as the “Parties.”

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware

This Fifth Amendment to Share Purchase Agreement (this “Fifth Amendment”), dated effective as of March 23, 2020, is by and between ALON PARAMOUNT HOLDINGS, INC., a Delaware corporation (“Seller”), and GCE HOLDINGS ACQUISITIONS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are from time to time referred to herein individually as a “Party” and collectively as the “Parties.”

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware

This Fourth Amendment to Share Purchase Agreement (this “Fourth Amendment”), dated effective as of October 28, 2019, is by and between ALON PARAMOUNT HOLDINGS, INC., a Delaware corporation (“Seller”), and GCE HOLDINGS ACQUISITIONS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are from time to time referred to herein individually as a “Party” and collectively as the “Parties.”

SIXTH AMENDMENT TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops • Delaware

This Sixth Amendment to Share Purchase Agreement (this “Sixth Amendment”), dated effective as of May 4, 2020, is by and between ALON PARAMOUNT HOLDINGS, INC., a Delaware corporation (“Seller”), and GCE HOLDINGS ACQUISITIONS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are from time to time referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops

THIS AMENDMENT NO. 1 is entered into as of May 7, 2020 (“Amendment No. 1”), and is intended to be, and shall constitute an amendment to the Employment Agreement dated January 15, 2019 (“Agreement”), by and between Global Clean Energy Holdings, Inc. (“GCEH” or “Company”), and Noah Verleun (hereinafter, “Employee,” and collectively with the Company, the “Parties”).

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 6th, 2020 • Global Clean Energy Holdings, Inc. • Agricultural production-crops

THIS AMENDMENT NO. 1 is entered into as of May 7, 2020 (“Amendment No. 1”), and is intended to be, and shall constitute an amendment to the Executive Employment Agreement dated October 16, 2018 (“Agreement”), by and between Global Clean Energy Holdings, Inc. (“GCEH” or “Company”), and Richard Palmer (hereinafter, “Executive,” and collectively with the Company, the “Parties”).

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