Exhibit 10.30

 

[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

 

ASSISTANCE AGREEMENT

 

	
1. Award No.

 

DE-EE0002882
    	
2. Modification No.

 

006
    	
 
    	
3. Effective Date

 

12/28/2009
    	
 
    	
4. CFDA No.

 

81.087
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5.  Award To

 

ENERKEM CORPORATION

Attn:  DANNY VAUGHN

222 DELAWARE AVE, 9TH FLOOR

WILMINGTON DE 198011621
    	
6.  Sponsoring Office

 

Golden Field Office

U.S. Department of   Energy

Golden Field Office

1617 Cole Blvd.

Golden CO 80401
    	
 
    	
7. Period of Performance

 

12/28/2009

Through 05/31/2012
    
	
 
    	
 
    	
 
    	
 
    
	
8.  Type of Agreement

 

o Grant

x Cooperative Agreement

o Other
    	
9.  Authority

 

109-58, Energy Policy   Act (2005)

111-5, Recovery Act   (2009)

 
    	
10.  Purchase Request or Fund Document No.

 

11EE007475

 

 
    
	
 
    	
 
    	
 
    
	
11.  Remittance Address

 

ENERKEM CORPORATION

Attn:  DANNY VAUGHN

222 DELAWARE AVE, 9TH FLOOR

WILMINGTON DE 198011621

 
    	
12.  Total Amount

 

Govt. Share:   $50,000,000.00

 

Cost Share: $[ * ]

 

Total   :   $[ * ]
    	
13.  Funds Obligated

 

This action:  $0.00

 

Total          :  $50,000,000.00

 

 
    
	
 
    	
 
    	
 
    
	
14.  Principal Investigator

 

Danny Vaughn

Phone:  662-297-7415

 

 
    	
15.  Program Manager

 

Glenn M. Doyle

Phone:  720-356-1521  

 

 

 
    	
16.  Administrator

 

Golden Field Office

U.S. Department of   Energy

Golden Field Office

1617 Cole Blvd.

Golden CO 80401-3393
    
	
 
    	
 
    	
 
    
	
17.  Submit Payment Requests To

 

OR for Golden

U.S. Department of   Energy

Oak Ridge Financial   Service Center

PO BOX 4517

Oak Ridge TN 37831
    	
18.  Paying Office

 

OR for Golden

U.S. Department of   Energy

Oak Ridge Financial   Service Center

PO BOX 4517

Oak Ridge TN 37831
    	
19.  Submit Reports To

 

 

 

 

 

 
    
	
 
    	
 
    	
 
    	
 
    
	
20.    Accounting and Appropriation Data
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
See   Schedule
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
21.    Research Title and/or Description of Project
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
RECOVERY   ACT — HETEROGENEOUS FEED BIOREFINERY PROJECT
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
For the Recipient
    	
 
    	
For the   United States of America
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
22.    Signature of Person Authorized to Sign
    	
 
    	
25.  Signature of Grants/Agreements Officer

 

Signature on File 
    
	
 
    	
 
    	
 
    
	
23.  Name and Title

 
    	
24.  Date Signed 
    	
 
    	
26.  Name of Officer

 

Melissa Y. Wise
    	
 
    	
27.  Date Signed

 

09/20/2011
    
													


 











 

	
CONTINUATION   SHEET
    	
REFERENCE   NO. OF DOCUMENT BEING CONTINUED
    	
 
    
	
 
    	
DE-EE0002882   / 006
    	
 
    	
 
    


 

NAME OF OFFEROR OR CONTRACTOR

 

ENERKEM CORPORATION

 

	
ITEM NO.
   (A)
    	
 
    	
SUPPLIES/SERVICES
   (B)
    	
 
    	
QUANTITY
   (C)
    	
 
    	
UNIT
   (D)
    	
 
    	
UNIT PRICE
   (E)
    	
 
    	
AMOUNT
   (F)
    
	
 
    	
 
    	
DUNS   Number:  830987520

 

The   purposes of this modification are to:

 

1)                 Extend the Period of   Performance, as noted in Block 7;

 

2)                 Delete Provision 19,   “Property” from the Special Terms and Conditions and replace it with   Provision 19, “Title and Disposition of Property.” See attached page 4   and 5 for more information; and

 

3)                 Update the Recipient   Principal Investigator, as noted below.

 

All   other terms and conditions remain unchanged.

 

In   Block 7 of the Assistance Agreement, the Period of Performance reflects the   beginning of the Project Period through the end of the current Budget Period,   shown as 12/28/2009 through 05/31/2012. For multiple Budget Periods, see   Special Terms and Conditions, Provision 4, “Award Project Period and Budget   Periods.”

 

All   other terms and conditions remain unchanged.

 

DOE   Award Administrator: Brenda Dias

E-mail:   brenda.dias@go.doe.gov

Phone:   720-356-1519

 

DOE   Project Officer: Glenn Doyle

E-mail: glenn.doyle@go.doe.gov

Phone:   720-356-1521

 

Recipient   Business Officer: Jocelyn Auger

E-mail: jauger@enerkem.com

Phone: 514-875-0284 ext. 262

 

Recipient   Principal Investigator: Danny Vaughn

E-mail:   dvaughn@enerkem.com

Phone:   662-297-7415

 

“Electronic   signature or signatures as used in this document means a method of signing an   electronic message that—

 

(A)         Identifies and   authenticates a particular person as the source of the electronic message;

(B)           Indicates such person’s   approval of the information contained in the electronic message; Continued   ...

and,
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

 

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ITEM NO.
   (A)
    	
 
    	
SUPPLIES/SERVICES
   (B)
    	
 
    	
QUANTITY
   (C)
    	
 
    	
UNIT

(D)
    	
 
    	
UNIT PRICE

(E)
    	
 
    	
AMOUNT
   (F)
    
	
 
    	
 
    	
(C)                                Submission   via FedConnect constitutes electronically signed documents.”

 

ASAP:  NO Extent Competed: COMPETED Davis-Bacon

 

Act:  YES
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
JULY 2004
    


 




[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

 

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19.                                 TITLE AND DISPOSITION OF PROPERTY

 

a.                                       Title.  Title to Property acquired by Enerkem Corporation (herein “Enerkem” or “Recipient” in whole or in part with funds received under this Award shall vest in the Recipient subject to the conditions of this Provision and 10 CFR § 600.321, unless otherwise provided.  For purposes of this Provision, the term “Property” does not include “Intellectual Property,” as defined in 10 CFR § 600.325, the terms of which are addressed in Provision 15.

 

b.                                      Encumbrance.  At no time shall Recipient encumber the Property acquired under this Award (includes Property acquired with DOE funds and recipient cost share), in whole or in part, without the prior written agreement of the DOE Contracting Officer.  Recipient may request, however, that DOE permit an encumbrance on or subordination of DOE’s property interest hereunder.  In response to such request, the DOE Contracting Officer, in his or her sole and absolute discretion, will require the Recipient to submit appropriate supporting documentation.

 

c.                                       Subordination.  Based on the Recipient’s representations and the documents submitted in support of its request for DOE to subordinate its property interest in favor [ * ], the DOE Contracting Officer has agreed to subordinate DOE’s property interest and authorized Recipient to encumber the Property, not including Intellectual Property, subject to the following requirements and/or conditions:

 

(i)                                     Enerkem may only encumber DOE’s property interest in favor of [ * ].  Enerkem is prohibited from further encumbering or authorizing any other party, including [ * ], to further encumber the Property acquired under the award without written notification from the DOE Contracting Officer.  Authorization will not be unreasonably withheld;

(ii)                                  Upon encumbering the Property acquired under the award in favor of [ * ], Enerkem must send DOE an acknowledgement of the encumbrance within ten (10) business days;

(iii)                               DOE’s property interest must align immediately behind [ * ];

(iv)                              The lenders’ priority lien must extinguish upon debt satisfaction (the financing terms must include a mechanism to implement the proceedings to discharge the lien against the property upon fulfillment of the obligation); and

(v)                                 DOE must share the proceeds from the sale of Property made during the ordinary course of business on a pari-passe basis.

 

d.                                      Use.  Unless otherwise provided in this Paragraph 19, real property and equipment acquired by the Recipient shall be subject to the rules set forth in 10 CFR 600.130-137, 10 CFR 600.231-233, or 10 CFR 600.320-324, as applicable.  Consistent with the goals and objectives of this project, the Recipient may continue to use Recipient-acquired property beyond the Period of Performance, without obligation, during the period of such use, to extinguish DOE’s conditional title to such property as described in 10 CFR 600.132-135, 10 CFR 600.231-233, or 600.321-324, subject to the following: (a) the Recipient continues to utilize such property for the objectives of the project as set forth in the Statement of Project Objectives; (b) DOE retains the right to periodically ask

 




[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

 

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for, and the Recipient agrees to provide, reasonable information concerning the use and condition of the property; and (c) the Recipient follows the property disposition rules set forth in the applicable sections of 10 CFR Part 600, if the property is no longer used by the Recipient for the objectives of the project, and the fair market value of property exceeds $5,000. 

 

Once the per unit fair market value of the property is less than $5,000, pursuant to the applicable sections of 10 CFR Part 600, DOE’s residual interest in the property shall be extinguished and the Recipient shall have no further obligation to the DOE with respect to the property.

 

The regulations as set forth in 10 CFR Part 600 and the requirements of this article shall also apply to property in the possession of any team member, sub-recipient or other entity where such property was acquired in whole or in part with funds provided by DOE under this award or where such property was counted as cost-sharing under the award.

 

e.                                       Disposition.  At such time as the property is no longer needed for its authorized purposes, and prior to the Recipient’s intended sale, transfer, conversion or assignment, the Recipient must contact the DOE Contracting Officer for disposition instructions.  The DOE Contracting Officer may consider the following disposition methods and approaches:

 

Conversion.  In the event the Recipient seeks to utilize property for any purpose other than the authorized purpose, the Recipient must notify the Contracting Officer.  The DOE Contracting Officer, in his or her sole and absolute discretion, may require the Recipient to reimburse DOE that portion of the Federal share attributable to the current fair market value of the Property so converted.  The parties should attempt to agree in good faith on the current fair market value of any property so converted.  In the event that the parties cannot agree on the current market value of any property so converted, the parties will mutually agree on the selection of an independent assessor to conduct an independent assessment, at Recipient’s expense, of the current fair market value.

 

Abandonment.  In the event the Recipient abandons the project, DOE, at its option, may take title to property equal to DOE’s pro rata share of the current fair market value of all property, subject to the terms and conditions of any encumbrance with DOE has previously authorized.  Nothing in this provision intends to grant the right of abandonment to the Recipient.

 

Sale.  DOE’s interest in the property survives any sale or transfer of the Recipient and/or the property acquired under a DOE award subject to the terms of any encumbrance relating to the property that the DOE has approved.  The Recipient shall consult with, and seek the approval of, DOE prior to any such sale or transfer.  DOE will not unreasonably withhold approval.  It shall be a condition of any sale or transfer of the project or any portion thereof which includes property acquired in whole or in part under a DOE financial assistance award that the transferee or purchaser agrees to be bound by the provisions of the Recipient’s award.  For purposes of this provision, “sale or transfer of the Recipient” means a sale of more than 50% of the outstanding voting securities of the Recipient, sale of substantially of all of the assets of the Recipient, or merger or similar transaction or series of transactions involving the Recipient.

 




[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

 

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