Plain English Warrant Agreement No. 0647-W-02



 Exhibit 4.12 

 

 

 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS. 

PLAIN ENGLISH WARRANT AGREEMENT 

This is a PLAIN ENGLISH WARRANT AGREEMENT dated August 5, 2010 by and between GEVO, INC., a Delaware corporation, and TRIPLEPOINT CAPITAL
LLC, a Delaware limited liability company. 
 The words “We”, “Us”, or “Our” refer to the warrant holder, which is
TRIPLEPOINT CAPITAL LLC. The words “You” or “Your” refers to the issuer, which is GEVO, INC., and not to any individual. The words “The Parties” refers to both TRIPLEPOINT CAPITAL LLC and GEVO, INC. This Plain English
Warrant Agreement may be referred to as the “Warrant Agreement”. 
 The Parties have entered into a Plain English Growth Capital Loan
and Security Agreement dated as of August 5, 2010, the “Loan Agreement”. 
 In consideration of such Loan Agreement, the Parties
agree to the following mutual agreements and conditions set forth below: 
  

											
	  

WARRANT INFORMATION

 
  

	  

Effective Date

 
 August 5,
2010
  
	  	  

Warrant Number
  

0647-W-02
  
	  	  

Loan Facility Number
  

0647-GC-02
  

	  

Warrant Coverage

 
 $550,000 (11% of
$5,000,000), as set forth in Section 1.
  
	  	  

Number of Shares
  

32,126, subject to

adjustment as set forth in

this Warrant Agreement.
  
	  	  

Price Per Share
  

$17.12, subject to

adjustment as set forth in this

Warrant Agreement.
	  	  

Type of Stock
  

Series D-1 Preferred Stock or the Next Round Preferred Stock as determined in
accordance with Section 1.
  


  

					
	  

OUR CONTACT INFORMATION

 
  

	  

Name

 
 TriplePoint
Capital LLC
  
	  	  

Address For Notices
  

2755 Sand Hill Road, Ste. 150

Menlo Park, CA 94025

Tel: (650) 854-2090

Fax: (650) 854-1850
  
	  	  

Contact Person
  

Sajal Srivastava, COO

Tel: (650) 233-2102

Fax: (650) 854-1850

email: legal@triplepointcapital.com
  

	  

YOUR CONTACT INFORMATION

 
  

	  

Customer Name

 
 Gevo,
Inc.
  
	  	  

Address For Notices
  

345 Inverness Dr. South

Building C, Suite 310

Engelwood, CO 80112
  
	  	  

Contact Person
  

Patrick R. Gruber, CEO
  



 

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 1. WHAT YOU AGREE TO GRANT US 

As of the Effective Date, You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to
purchase from You, at a price per share equal to the Exercise Price, that number of fully paid and non-assessable shares of Your Warrant Stock equal to Five Hundred Fifty Thousand Dollars ($550,000), divided by the Exercise Price. 

The number of shares of Warrant Stock and the Exercise Price of such Warrant Stock are subject to adjustment as provided in Section 4 hereof.

 For purposes of this Warrant Agreement, the following capitalized terms have the meanings given below: 

“Exercise Price” means the lower of (a) $17.12 and (b) the lowest per share price for which Your preferred stock is
sold in the Next Round. 
 “Next Round” means the next bona fide round of equity financing in which You issue and sell
shares of your preferred stock for aggregate gross cash proceeds of at least $1,000,000 (excluding any amounts received upon conversion or cancellation of indebtedness) subsequent to the Effective Date. 

“Warrant Stock” means (a) the class and series of Your preferred stock issued in the Next Round (the “Next Round
Preferred Stock”), if the lowest per share price for which such preferred stock is sold in the Next Round is less than $17.12, or (b) in all other cases, Your Series D-1 Preferred Stock. For avoidance of doubt, if this Warrant Agreement is
exercised prior to the Next Round then this Warrant Agreement shall be exercisable for Your Series D-1 Preferred Stock. 
 The Parties agree
that this Warrant Agreement to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price of the investment will be allocable to the Warrant Agreement and the balance shall be allocable to the Loan Agreement
for income tax purposes and the original issue discount on the Loan Agreement shall be considered to be zero. 
 2. WHEN ARE WE ENTITLED TO
PURCHASE YOUR WARRANT STOCK. 
 The term of this Warrant Agreement and our right to purchase Warrant Stock will begin the Effective Date, and
shall be available for the greater of (i) 7 years from the Effective Date or (ii) 5 years from the effective date of Your initial public offering. 

3. HOW WE MAY PURCHASE YOUR WARRANT STOCK. 

We may exercise Our purchase rights, in whole or in part, at any time, or from time to time, prior to the expiration of the term of this Warrant
Agreement, by giving You a completed and executed Notice of Exercise in the form attached as Exhibit I. Promptly upon receipt of the Notice of Exercise and in any event no later than twenty-one (21) days after you have received
Our Notice of Exercise and payment of the aggregate Exercise Price for the shares purchased, You will issue to Us a certificate for the number of shares of Warrant Stock that We have purchased and You will execute the Acknowledgment of
Exercise in the form attached hereto as Exhibit II indicating the number of shares which will be available to Us for future purchases, if any. 

We may pay for the Warrant Stock by either (i) cash or check, or (ii) if the fair market value of one share of Warrant Stock is greater than
the Exercise Price (at the date of calculation) by the net issuance method as determined below. If We elect the Net Issuance method, You will issue Warrant Stock using the following formula: 

 

									
		  		 		  	X =	 	Y(A-B)
    A
				
	             Where:
	  	X	 	=	  	the number of shares of Warrant Stock to be issued to Us.
				
		  	Y	 	=	  	the number of shares of Warrant Stock We request to be exercised under this Warrant Agreement.
				
		  	A	 	=	  	the fair market value of one share of Warrant Stock (at the date of such calculation).
				
		  	B	 	=	  	the Exercise Price (as adjusted to the date of such calculation).


 

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 For purposes of the above calculation, current fair market value of Warrant Stock shall mean with respect to
each share of Warrant Stock: 
 If the exercise is in connection with the initial public offering of Your Common Stock, and if Your
registration statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” specified in the final prospectus of the
offering and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise; 

If this Warrant Agreement is exercised after, and not in connection with Your initial public offering, and: 

 

	•	 	 if traded on a securities exchange, the fair market value shall be the product of (x) the average of the closing prices over a five (5) day
period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such
exercise; or 


  

	•	 	 if actively traded over-the-counter, the fair market value shall be the product of (x) the average of the closing bid and asked prices quoted on
the NASDAQ system (or similar system) over the five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each
share of Warrant Stock is convertible at the time of such exercise. 


 If this Warrant Agreement is exercised prior to or
after Your initial public offering, and: 
  

	•	 	 Your Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value
of Warrant Stock shall be the product of (x) the fair market value of a share of Your Common Stock as determined in good faith by Your Board of Directors and (y) the number of shares of Common Stock into which each share of Warrant Stock
is convertible at the time of such exercise, unless You shall become subject to a merger, acquisition or other consolidation pursuant to which You are not the surviving party, in which case the fair market value of Warrant Stock shall be deemed to
be the value received by the holders of Your Warrant Stock on a common equivalent basis pursuant to such merger or acquisition or other consolidation. 



During the term of this Warrant Agreement, You will at all times from and after the Effective Date have authorized and reserved a sufficient number of
shares of (a) Warrant Stock to provide for the exercise of our rights to purchase Warrant Stock, and (b) Common Stock to provide for the conversion of the Warrant Stock. 

If We elect to exercise part of the Warrant Agreement, You will promptly issue to Us an amended Warrant Agreement stating the remaining number of shares
that are available. All other terms and conditions of that amended Warrant Agreement shall be identical to those contained in this Warrant Agreement. 

If at the end of the term of this Warrant Agreement, the fair market value of one share of Warrant Stock (or other security issuable upon the exercise
hereof) as determined in accordance herewith is greater than the Exercise Price in effect on such date, then this Warrant Agreement shall automatically exercised via Net Issuance Method and deemed on and as of such date to be converted pursuant
hereto as to all shares of Warrant Stock (or such other securities) for which it shall not previously have been exercised or converted, and You shall promptly deliver a certificate representing the shares of Warrant Stock (or such other securities)
issued upon such conversion to Us. 
 4. WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. 

 

	•	 	 If You are Acquired. If at any time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of
Your stock otherwise provided for in this Warrant Agreement); (ii) You merge or consolidate with or into another entity, whether or not You are the surviving entity; (iii) You sell or convey, or grant an exclusive license with respect to,
all or substantially all of Your assets to any other person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital
stock of You (each of the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under
this Warrant Agreement, the number of shares of preferred stock or other securities of the successor or surviving person resulting from such Merger Event, equal in value to that which would have been issuable if We had exercised Our rights under
this Warrant Agreement immediately prior to the Merger Event. In any 


  

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such case, appropriate adjustment (as determined in good faith by Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to Our rights
and interest after the Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Warrant Stock purchasable) shall be applicable to the greatest extent possible.



  

	•	 	 If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the
securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision
or other change. 


  

	•	 	 If You Effect an Initial Public Offering. If Your Preferred Stock is converted into Common Stock in connection with an Initial Public Offering
of Your Common Stock then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Warrant Stock to the right to purchase shares of Common Stock, and We shall thereupon have the right to purchase, at a total
price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by Us as a result of such conversion had we exercised Our rights under this Warrant Agreement immediately
prior to the conversion. 


  

	•	 	 If You Subdivide or Combine Your Shares. If at any time You combine or subdivide the Warrant Stock, the Exercise Price will be proportionately
decreased in the case of a subdivision, or proportionately increased in the case of a combination. 


  

	•	 	 If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically
provided for in the above paragraphs) of the Warrant Stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of the Warrant Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the
total number of all shares of the Warrant Stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock
(calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable upon the exercise hereof immediately prior to such adjustment and
dividing the product thereof by the Exercise Price resulting from such adjustment. 


  

	•	 	 No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto.
All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result
in the issuance of a fractional share, You shall, in lieu of issuance of any fractional share, pay Us a sum in cash equal to the product resulting from multiplying the then current fair market value of a Warrant Share by such fraction.



  

	•	 	 If You Change the Antidilution Rights of the Warrant Stock or Issue New Preferred or Convertible Stock. All antidilution rights applicable to
the Warrant Stock purchasable under this Warrant Agreement are as set forth in Your Certificate of Incorporation, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification of or waiver of any
right under Your Certificate of Incorporation. 


 5. WE CAN TRANSFER THIS PLAIN ENGLISH WARRANT AGREEMENT. 

Subject to the terms and conditions contained in Section 7 and Our compliance with any applicable Federal and state securities laws, We (or any
successor transferee) may transfer in whole or in part this Warrant Agreement and all its rights. You will record the transfer on Your books when You receive Our Notice of Transfer in the form attached hereto as Exhibit III, and Our payment of all
transfer taxes and other governmental charges involved in such transfer. 
  

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 6. REPRESENTATIONS, WARRANTIES, AND COVENANTS FROM YOU. 

 

	•	 	 Reservation of Warrant Stock. The Warrant Stock issuable upon exercise of Our rights under this Warrant Agreement will be duly and validly
reserved and when issued in accordance with the provisions of this Warrant Agreement will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever imposed by You;
provided, however, that the Warrant Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. Upon Our exercise, You will issue to Us certificates for shares of Warrant
Stock without charging Us any tax, or other cost incurred by You in connection with such exercise and the related issuance of shares of Warrant Stock. You will not be required to pay any tax, which may be payable in respect of any transfer involved
and the issuance and delivery of any certificate in a name other than TriplePoint Capital LLC. 


  

	•	 	 Due Authority. Your execution and delivery of this Warrant Agreement and the performance of Your obligations hereunder, including the issuance
to Us of the right to acquire the shares of Warrant Stock, have been duly authorized by all necessary corporate action on Your part and this Warrant Agreement is not inconsistent with Your Certificate of Incorporation or Bylaws, does not contravene
any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which You are a party or by which You are
bound, and this Warrant Agreement constitutes a legal, valid and binding agreement, enforceable against You in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the
rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies. 


  

	•	 	 Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any
state, Federal or other governmental authority or agency is required with respect to execution, delivery and Your performance of Your obligations under this Warrant Agreement, except for the filing of any required notices pursuant to Federal and
state securities laws, which filings will be effective by the times required thereby. 


  

	•	 	 Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized
and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date:



 Your authorized capital consists of (A) 3,000,000 shares of Common Stock, of which 1,160,657 shares of Common Stock
are issued and outstanding, and (B) 15,256,000 shares of preferred stock, of which 14,505,526 shares are issued and outstanding.You have reserved 3,254,853 shares of Common Stock for issuance under Your Stock Incentive Plan, under which
3,259,516 options have been granted. 
  

	•	 	 Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and the Investors’ Rights’ Agreement, You are
not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act any of Your presently outstanding securities or any of Your securities which may hereafter be issued.



  

	•	 	 Exempt Transaction. Subject to the accuracy of Our representations in Section 7 hereof, the issuance of the Warrant Stock upon exercise of
this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable
state securities laws. 


  

	•	 	 Compliance with Rule 144. We may sell the Warrant Stock issuable hereunder in compliance with Rule 144 promulgated by the Securities and
Exchange Commission. Within ten (10) days of Our request, You agree to furnish Us, a written statement confirming Your compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule 144, as may be
amended. 


  

	•	 	 No Impairment. You agree not to, by amendment of Your [Certificate of Incorporation or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by You, but shall at all times in
good faith assist in carrying out of all the provisions of this Warrant and in taking all such 


  

 5 









	 	 
action as may be necessary or appropriate to protect Our rights under this Warrant against impairment. However, You shall not be deemed to have impaired Our rights if You amend Your Certificate
of Incorporation, or the holders of Your preferred stock waive their rights thereunder, in a manner that does not (individually or when considered in the context of any other actions being taken in connection with such amendments or waivers) affect
Us in a manner different from the effect that such amendments or waivers have on the rights of other holders of the same series and class as the Warrant Stock. 



7. OUR REPRESENTATIONS AND COVENANTS TO YOU. 
  

	•	 	 Investment Purpose. The right to acquire Warrant Stock or the Warrant Stock issuable upon exercise of Our rights contained herein and the Common
Stock issuable upon conversion will be acquired for investment purposes and not with a view to the sale or distribution of any part thereof, and We have no present intention of selling or engaging in any public distribution of the same in violation
of the 1933 Act. 


  

	•	 	 Private Issue. We understand (i) that this Warrant Agreement, the Warrant Stock issuable upon exercise of this Warrant Agreement and the
Common Stock issuable upon conversion of the Warrant Stock are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the
registration and qualifications requirements thereof, and (ii) that Your reliance on such exemption is predicated on the representations set forth in this Section 7. We further understand that all certificates evidencing the shares to be
issued to Us will bear appropriate legends. 


  

	•	 	 Disposition of Our Rights. In no event will We make a disposition of any of Our rights to acquire Warrant Stock or Warrant Stock issuable upon
exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock unless and until (i) We shall have notified You in writing of the proposed disposition, and (ii) the transferee agrees to be bound in writing to the
applicable terms and conditions of this Warrant Agreement, and (iii) if You request, We shall have furnished You with an opinion of counsel satisfactory to You and Your counsel to the effect that (A) appropriate action necessary for
compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of Our rights to acquire
Warrant Stock or Warrant Stock issuable on the exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or
from such nominee to its beneficial owner, and shall terminate as to any particular share of Warrant Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such
registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to You at Our request by the staff of the Securities and Exchange Commission
or a ruling shall have been issued to You at Our request by the Commission stating that no action shall be recommended by such staff or taken by the Commission, as the case may be, if such security is transferred without registration under the 1933
Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove
provided, the holder of a share of Warrant Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from You, without expense to such holder, one or more new certificates for the Warrant or for such shares of
Warrant Stock not bearing any restrictive legend referring to 1933 Act registration or exemption. 


  

	•	 	 Financial Risk. We have such knowledge and experience in financial and business matters and knowledge of Your business affairs and financial
condition as to be capable of evaluating the merits and risks of Our investment, and have the ability to bear the economic risks of Our investment. 


  

	•	 	 Risk of No Registration. We understand that if You do not register with the Securities and Exchange Commission pursuant to Section 12 of
the 1934 Act (the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when We desire to sell (i) the rights to
purchase Warrant Stock pursuant to this Warrant Agreement, or (ii) the Warrant Stock issuable upon exercise of the right to purchase, or (iii) the Common Stock issuable upon conversion of the Warrant Stock, We may be required to hold such
securities for an indefinite period. We also understand that any sale of Our right to purchase Warrant Stock or Warrant Stock or Common Stock issuable upon conversion of the Warrant Stock, which might be made by Us in reliance upon Rule 144 under
the 1933 Act may be made only in accordance with the terms and conditions of that Rule. 


  

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	•	 	 Accredited Investor. We are an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D of the
1933 Act, as presently in effect. 


 8. NOTICES YOU AGREE TO PROVIDE US. 

You agree to give Us at least ten (10) days prior written notice of the following events: 

 

	•	 	 If You Pay a Dividend or distribution declaration upon your stock. 



 

	•	 	 If You offer for subscription pro-rata to the all existing shareholders additional stock or other rights. 



 

	•	 	 If You consummate a Merger Event. 


  

	•	 	 If You have an IPO. 


  

	•	 	 If You dissolve or liquidate. 



All notices in this Section must set forth details of the event, how the event adjusts either Our number of shares or Our Exercise Price and the method
used for such adjustment. 
 Timely Notice. Your failure to timely provide such notice required above shall entitle Us to retain the
benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Us. 
 9.
DOCUMENTS YOU WILL PROVIDE US. 
 Upon signing this Agreement You will provide Us with: 

 

	•	 	 Executed originals of this Agreement, and all other documents and instruments that We may reasonably require 



 

	•	 	 Secretary’s certificate of incumbency and authority 



 

	•	 	 Certified copy of resolutions of Your board of directors approving this Agreement 



 

	•	 	 Certified copy of Articles/Certificate of Incorporation and By-Laws as amended through the Effective Date 



 

	•	 	 Current Investor’s Rights Agreement 



So long as this Warrant Agreement is in effect, You shall provide Us with the following: 

 

	•	 	 Within a reasonable time after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the
Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement,
voting agreement, amended or restated articles/certificates of incorporation, current capitalization table and other related documents. 


  

	•	 	 You shall submit to Us any documents and other information that We may reasonably request from time to time and are necessary to implement the
provisions and purposes of this Warrant Agreement. 


 10. REGISTRATION RIGHTS UNDER THE 1933 ACT. 

The shares of Your common stock into which the Warrant Stock is convertible shall have registration rights as set forth in the Investors’ Rights
Agreement, dated as of March 26, 2010 (as amended, the “Investors’ Rights Agreement”). 
  

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 11. OTHER LEGAL PROVISIONS THE PARTIES WILL ABIDE BY. 

Effective Date. This Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the
Parties on the date hereof. This Warrant Agreement shall be binding upon any of the successors or assigns of the Parties. 
 Market Stand-Off
Agreement. We shall not sell, dispose of, transfer, make any short sale of, or grant any option for the purchase of any of Your Common Stock (or other securities), or enter into any hedging or similar transaction with the same economic effect as
a sale with respect to any of Your Common Stock (or other securities), for a period of time specified by the managing underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of a registration statement filed by
You under the 1933 Act. We agree to execute and deliver such other agreements as may be reasonably requested by You and/or the managing 
underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto.
Such agreement shall only apply for the first such registration agreement and so long as all officers and directors of You then holding Common Stock. In order to enforce the foregoing covenant, You may impose stop-transfer instructions with respect
to Your Common Stock (or other securities) until the end of such period. The underwriters of Your stock are intended third party beneficiaries of this provision and shall have the right, power and authority to enforce the provisions hereof as
through they were a party hereto. 
 Attorney’s Fees. In any litigation, arbitration or court proceeding between the Parties
relating to this Warrant Agreement, the prevailing party shall be entitled to attorneys’ fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement. 

Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of
California without giving effect to that body of law pertaining to conflicts of laws. 
 Consent to Jurisdiction and Venue. All judicial
proceedings arising in or under or related to this Warrant Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this agreement, each party hereto generally
and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense
based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Plain English Warrant Agreement. Service of process on any party hereto in any
action arising out of or relating to this agreement shall be effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect
the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction. 

Mutual Waiver of Jury Trial; Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and
economically resolved by an experienced and expert person and The Parties wish applicable state and federal laws to apply (rather than arbitration rules), The Parties desire that their disputes be resolved by a judge applying such applicable laws.
EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR
OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE
DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE
UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE
AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION,
AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. This waiver extends to all such Claims, including Claims that involve Persons other than You and Us; Claims that arise out of or are in
any way connected to the relationship between You and Us; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Warrant Agreement. 

 

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 Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. 
 Notices. Any notice required or
permitted under this Warrant Agreement shall be given in writing and shall be deemed effectively given upon the earlier of (1) actual receipt or 3 days after mailing if mailed postage prepaid by regular or airmail to Us or You or (2) one
day after it is sent by overnight mail via nationally recognized courier or (3) on the same day as sent via confirmed facsimile transmission, if during normal business hours, or the next business day, if sent after normal business hours,
provided that the original is sent by personal delivery or mail by the sending party. 
 Remedies. In the event of any default hereunder,
the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance
for any default where such party will not have an adequate remedy at law and where damages will not be readily ascertainable. Each party expressly acknowledges and agrees that there is no adequate remedy at law for any breach of this Warrant
Agreement and that in the event of any breach of this Agreement, the injured party shall be entitled to specific performance of any or all provisions hereof or an injunction prohibiting the other party from continuing to commit any such breach of
this Agreement. 
 Survival. The representations, warranties, covenants, and conditions of the Parties contained herein or made pursuant
to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement. 
 Severability. In the event any one or
more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. 

Entire Agreement. This Warrant Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations and undertakings of the Parties, whether oral or written, with respect to such subject matter. 

Amendments. Any provision of this Warrant Agreement may only be amended by a written instrument signed by the Parties. 

Lost Warrants or Stock Certificates. You covenant to Us that, upon receipt of evidence reasonably satisfactory to Us of the loss, theft,
destruction or mutilation of this Warrant Agreement or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to You, or in the case of any such mutilation upon surrender
and cancellation of such Warrant Agreement or stock certificate, You will make and deliver a new Warrant Agreement or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant Agreement or stock certificate.

 Rights as Stockholders. We shall not, as a party to this Warrant Agreement, be entitled to vote or receive dividends or be deemed the
holder of shares of Warrant Stock or any of Your other securities which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon Us any of the rights of one of Your
stockholders or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive dividends or subscription rights or otherwise until this Warrant Agreement is exercised and the shares
purchasable upon the exercise hereof shall have become deliverable, as provided herein. 
 Facsimile Signatures. This Warrant Agreement
may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 

(Signature Page to Follow) 
  

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 IN WITNESS WHEREOF, each of the Parties have caused this Warrant Agreement to be executed by its
officers who are duly authorized as of the Effective Date. 
  

									
		 		 	You:	 	GEVO, INC.	  	
					
		 		 	Signature:	 	 /s/ Patrick Gruber
	  	
		 		 	Print Name:	 	Patrick Gruber	  	
		 		 	Title:	 	CEO	  	
					
		 		 	Us:	 	TRIPLEPOINT CAPITAL LLC	  	
					
		 		 	Signature:	 	 /s/ Sajal Srivastava
	  	
		 		 	Print Name:	 	Sajal Srivastava	  	
		 		 	Title:	 	Chief Operating Officer	  	

 [SIGNATURE PAGE TO WARRANT AGREEMENT 0647-W-02] 

 

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