Interest Purchase Agreement



 Exhibit 10.30 
 INTEREST PURCHASE AGREEMENT 
 This Interest Purchase Agreement (“Agreement”) is entered into
effective August 3, 2007 (the “Effective Date”), by and among Imperium Grays Harbor, LLC, a Washington limited liability company (the “Company”), Imperium Renewables, Inc., a Washington corporation
(“Buyer”), and Royal Caribbean Cruises, Ltd. (“RCL” or “Seller”), within the following context: 
 RECITALS 
 A. Buyer formed the Company as a wholly-owned subsidiary limited liability company, pursuant to that certain filing of a
Certificate of Formation with the Secretary of States Office of the State of Washington on November 30, 2005. 
 B. The Company was formed to acquire,
develop, construct and operate a biodiesel refinery project located at Grays Harbor, Washington. 
 C. On September 20, 2006, RCL acquired a 7% interest
in the Company (the “Interest”) pursuant to the terms of that certain Operating Agreement of the Company dated as of such date (as subsequently amended, the “Company Agreement”), the Unit Purchase Agreement between
the Company and Seller dated as of such date (the “Unit Purchase Agreement”) and a First Amended and Restated Biodiesel Purchase Agreement dated September 20, 2006 (as subsequently amended, the “Purchase
Agreement”). 
 D. Buyer has filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) in connection with its initial public offering of common stock (the “IPO”). 
 E. The
Company is a party to that certain Financing Agreement dated as of June 22, 2007, by and among the Company, various lenders, Société Générale (“SocGen”) and SG Americas Securities, LLC, pursuant to
which the lenders will provide the Company with: (i) a revolving credit facility of up to $60,000,000 and (ii) a term loan facility of up to approximately $41,200,000 (the “Term Facility”). 
 F. RCL now desires to sell to Buyer and Buyer desires to acquire the Interest pursuant to the terms and conditions of this Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows: 
  

	1.	Purchase and Sale 

 Seller agrees to sell and Buyer
agrees to purchase Seller’s entire Interest, as a member, in the Company, including, without limitation, all rights and interests in the Company profits, losses and distributions as set forth in the Company Agreement (the
“Acquisition”). The closing of the Acquisition shall take place at the offices of DLA Piper US LLP, 701 Fifth Avenue, Suite 7000, Seattle, Washington 98104-7044, at 1:00 p.m., Seattle time, on the Closing Date as provided in 








 
Section 2 below, or at such other time and place as Buyer and Seller mutually agree upon, orally or in writing (which time and place is designated as
the “Closing”). Upon the Closing and except as provided in Section 6 hereof, Seller shall have no further right or interest in the Company or under the Company Agreement, including without limitation any put rights or rights to
future allocations of profit or loss or distributions from the Company. The Company shall be authorized to reflect the purchase of the Interest on its books and records and amend and restate the Company agreement as necessary to reflect Buyer as the
resulting sole member of the Company. 
  

	2.	Closing 

 Unless otherwise mutually agreed to by
Buyer and Seller, the closing of the Acquisition will occur on the earlier of: (a) the closing of the IPO; (b) the closing of the full Term Facility; and (c) October 31, 2007 (the “Closing Date”). At the Closing
Buyer shall pay the Purchase Price (defined in Section 3) to Seller and Seller shall deliver to Buyer an executed power transferring the Interest. 
  

	3.	Purchase Price 

 The Purchase Price for the Interest
shall be Ten Million Dollars ($10,000,000) (the “Purchase Price”). The entire purchase price shall be paid in cash or immediately available funds on the Closing Date. 
  

	4.	Representations by Seller 

 Seller represents and
warrants to Buyer and the Company that: 
 (i) Seller has the absolute and unrestricted right, power and authority to sell, transfer and
assign the Interest to Buyer pursuant to this Agreement, free and clear of any liens, claims, pledges or other encumbrances; 
 (ii) No
consent, approval or authorization of or notice to any third party is necessary to be obtained or given by or on behalf of Seller in connection with the sale, purchase or delivery of the Interest; and 
 (iii) The sale of the Interest does not violate any agreements to which Seller is a party. 
  

	5.	Representations by Buyer 

 Buyer represents and
warrants to Seller and the Company that: 
 (i) Buyer has the absolute and unrestricted right, power and authority to purchase the Interest
from Seller; 
 (ii) No consent, approval or authorization of or notice to any third party is necessary to be obtained or given by or on
behalf of Seller in connection with the purchase of the Interest; and 
 (iii) The purchase of the Interest does not violate any agreements
to which Buyer is a party. 
  

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	6.	Manager Appointment 

 For so long as the Purchase
Agreement remains in full force and effect, Buyer will continue to cause a representative of RCL to be nominated and elected to the Board of Managers of the Company. 
  

	7.	Conditions to Closing 

  

	 	7.1	Conditions Precedent to Buyer’s Obligations 

 The obligations of Buyer under this Agreement with respect to the Closing are subject to the satisfaction of the following conditions precedent (the satisfaction of which may be waived only by Buyer): 
  

	 	(i)	The representations and warranties made by Seller in Section 4 shall be true and correct in all material respects as of the Closing Date with the same force and effect as if
they had been made on and as of such date; 

  

	 	(ii)	All material consents of any person necessary to the consummation by Seller of the Closing shall have been obtained on or before the earlier of the Closing Date;


  

	 	(iii)	Seller shall have performed in all material respects all of its obligations, covenants and conditions herein required to be performed or observed by it at or prior to Closing; and


  

	 	(iv)	Seller shall have delivered to Buyer at the Closing a certificate signed by an authorized officer of Seller, dated the Closing Date, confirming the conditions set forth in
Section 7.1 have been satisfied. 

  

	 	7.2	Conditions Precedent to Seller’s Obligations 

 The obligations of Seller under this Agreement with respect to the Closing are subject to the satisfaction of the following conditions precedent (the satisfaction of which may be waived only by Seller): 
  

	 	(i)	The representations and warranties made by Buyer in Section 5 shall be true and correct in all material respects as of the Closing Date with the same force and effect as if
they had been made on and as of such date; 

  

	 	(ii)	All material consents of any person necessary to the consummation by Buyer of the Closing shall have been obtained; 

  

	 	(iii)	Buyer shall have performed in all material respects all of its obligations, covenants and conditions herein required to be performed or observed by it at or prior to Closing; and


  

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	 	(iv)	Buyer shall have delivered to Seller at the Closing a certificate signed by an authorized officer of Buyer, dated the Closing Date, confirming the conditions set forth in
Section 7.2 have been satisfied. 

  

	8.	Miscellaneous Provisions 

  

	 	8.1	Attorneys’ Fees 

 If any legal action,
arbitration or other proceeding is commenced to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to an award of its actual expenses, including (without limitation) expert witness fees and reasonable
attorneys’ fees and disbursements. The phrase “prevailing party” shall include a party who receives substantially the relief desired, whether by settlement, dismissal, summary judgment, judgment or otherwise. 
  

	 	8.2	Entire Agreement 

 This Agreement contains the
entire agreement between the parties regarding the purchase and sale of the Interest and supersedes all prior agreements, whether written or oral, between the parties regarding the same subject. This Agreement may only be modified by subsequent
written agreement signed by the party to be charged. 
  

	 	8.3	Further Assurances 

 Before or after Closing, Seller
shall execute and deliver to Buyer all such documents reasonably necessary or desirable to effect, confirm or otherwise perfect the transfer of the Interest contemplated by this Agreement. 
  

	 	8.4	Governing Law 

 Any action to enforce or interpret
this Agreement may only be brought in the courts of the State of Washington. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 
  

	 	8.5	Fees 

 Each party to this Agreement shall bear its
own fees and costs in connection with the negotiation, documentation and execution hereof. 
  

	 	8.6	Counterparts 

 This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers the day and year indicated
after their respective signatures. 
  

			
	COMPANY:
	
	IMPERIUM GRAYS HARBOR, LLC
		
	By:	 	 /s/ Martin Tobias

	Its:	 	 Manager

	
	BUYER:
	
	IMPERIUM RENEWABLES, INC.
		
	By:	 	 /s/ Martin Tobias

	Its:	 	 Manager

	
	SELLER:
	
	ROYAL CARIBBEAN CRUISES, LTD
		
	By:	 	 /s/ Richard D. Fain

	Its:	 	 Chairman and CEO



  

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