Amended and Restated Warrant to purchase shares of Common Stock



 Exhibit 4.4 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED
OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR
QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED PURSUANT TO AN EXEMPTION UNDER SUCH ACT AND
SECURITIES LAWS. 
  

			
	 Warrant No. 8
	  	 Original Issue Date: September 21, 2009

Amendment Date: September 22, 2010



GEVO, INC. 

AMENDED AND RESTATED COMMON STOCK WARRANT 

THIS IS TO CERTIFY that, for value received, CDP
GEVO, LLC, a Texas limited liability company (“CDP”), is entitled to subscribe for and purchase from GEVO, INC., a Delaware corporation (the
“Company”), up to 858,000 shares (as adjusted from time to time pursuant to the terms hereof, the “Warrant Shares”) of the common stock, par value $0.01 per share, of the Company (the
“Common Stock”) at an exercise price equal to $2.70 per share (as adjusted from time to time pursuant to the terms hereof, the “Exercise Price”), payable as provided herein, subject to the provisions
and adjustments and on the terms and conditions hereinafter set forth. 
 1. Definitions. In addition to the terms
defined elsewhere in this Amended and Restated Common Stock Warrant (the “Warrant”), the following terms have the following respective meanings: 

(a) “Business Day” shall mean any day other than a Saturday, Sunday or other day when banking
institutions in Englewood, Colorado are authorized or required by law or executive order to be closed. 
 (b)
“Capital” means all forms of corporate capital, including equity, debt, contributed assets, assumption of liabilities, capitalized leases, and guaranties. 

(c) “Change of Control Event” shall mean a transaction or series of related transactions (including any
merger or consolidation), consummated on or before December 31, 2012, the result of which is (i) the sale, issuance or transfer of 50% or more of the Fully Diluted Company Shares, (ii) a sale or transfer of all or substantially all of
the assets of the Company or 
  

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(iii) a dividend or distribution to the stockholders of the Company the proceeds of which were obtained at least in part from a recapitalization of the Company or its Subsidiaries; provided,
however, that a Change of Control Event shall not include (A) any consolidation or merger effected exclusively to change the domicile of the Company or (B) any transaction or series of transactions for bona fide equity financing purposes
in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. 

(d) “Equity Interests” means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination, in each such case including all voting rights and economic rights related thereto. 

(e) “Fully Diluted Company Shares” shall mean, as of any particular determination date, all outstanding
shares of Common Stock, together with all shares of Common Stock that are issuable pursuant to (i) rights, options or warrants to subscribe for, purchase, or otherwise acquire shares of Common Stock, and (ii) securities convertible into,
or exchangeable for, shares of Common Stock. 
 (f) “Intellectual
Property” means all technology, patents, copyrights, trade secrets, know-how and other information related to the foregoing, including all improvements, modifications, upgrades, and enhancements
thereto. 
 (g) “Person”
means any individual or entity, including any corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or governmental authority. 

(h) “Production Facility” means any ethanol or
other industrial production facility. 
 (i) “Project Activities” means the
deployment of Capital to (i) acquire all or a portion of the Equity Interests or debt securities of a Person that owns, directly or indirectly, a Production Facility, (ii) acquire the assets comprising a Production Facility,
(iii) enter into a tolling arrangement with a Production Facility, (iv) invest Capital for, or enter into a joint venture or other profit sharing arrangement in connection with, the purchase or retrofit of a Production Facility to
incorporate the Intellectual Property of Gevo, or (v) operate a Production Facility that utilizes the Intellectual Property of Gevo. 

(j) Project Production Facility” means a Production Facility that has been acquired or is
otherwise owned by the Company, Gevo Development, LLC (“Development”) or any of their Subsidiaries pursuant to the consummation of a Project Activities transaction. 

 

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 (k) “Subsidiary” means, with respect to any
Person, any corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other business entity of which any Equity Interest is at the time beneficially owned, or the
management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. 

(l) “Termination Date” shall mean the earlier to occur of:
(i) an act of fraud by Michael A. Slaney or David N. Black pursuant to Section 3(d)(ii), and (ii) the date that is seven years from the original issue date of this Warrant. 

2. Exercise of Warrant. 

(a) Mechanics. 

(i) The purchase rights represented by this Warrant are exercisable by CDP, in whole or in part, at any time on or before the
Termination Date, or from time to time, by delivery of the following to the Company at the address set forth in Section 15 below (or at such other address as it may designate by notice in writing to CDP): (A) this Warrant;
(B) the Notice of Exercise attached as EXHIBIT A hereto (the “Notice of Exercise”), completed and executed on behalf of CDP; and (C) payment of the applicable Exercise Price for the Warrant
Shares being purchased in cash or by check; provided, however, that CDP shall only be entitled to exercise the purchase rights represented by this Warrant with respect to those Warrant Shares that are vested and exercisable as of the exercise date
pursuant to Section 3 below. 
 (ii) Notwithstanding any provisions herein to the contrary, if the fair
market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or check, CDP may elect to receive shares equal to the value (as
determined below) of those Warrant Shares that are vested and exercisable as of the exercise date pursuant to Section 3 below (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise in which event the Company shall issue to CDP a number of shares of Common Stock computed using the following formula: 

 

					
	 X
	  	=	  	Y (A – B)
        A

  

			
	 Where X =
	  	the number of shares of Common Stock to be issued to CDP
		
	 Y =
	  	the number of Warrant Shares that are vested and exercisable as of the exercise date pursuant to Section 3 below or, if only a portion of such Warrant Shares are being
exercised, the portion of the Warrant Shares being exercised and canceled (at the date of such calculation)
		
	 A =
	  	the fair market value of one share of the Common 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, the fair market value of one share of Common Stock
shall be determined by the Company’s Board of Directors in good faith; provided, however, that (A) in the event that this Warrant is exercised pursuant to this Section 2(a)(ii) in connection with the Company’s initial
public offering of its Common Stock, the fair market value per share shall be the per share offering price to the public of the Company’s initial public offering and (B) in the event that the exercise pursuant to this
Section 2(a)(ii) is not in connection with the Company’s initial public offering, but is made at such time as the Common Stock is traded on a national securities exchange, the fair market value per share shall be deemed to be the
average of the closing or last reported sale prices of the Common Stock on such exchange over the five-day trading day period prior to the exercise date. 

(b) Certificates; Partial Exercise. 

(i) Any shares of Common Stock purchased hereunder shall be deemed to have been issued to CDP as the record owner of such shares
immediately prior to the close of business on the date that this Warrant shall have been surrendered and delivery of payment for such shares shall have been made as required hereby. As soon as practicable after exercise of this Warrant in full or in
part, the Company will cause to be issued in the name of and delivered to CDP, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which CDP shall be entitled upon such exercise. 

(ii) In the event that this Warrant is exercised in part, the Company will execute and deliver to CDP a new warrant of like
tenor, in the name of CDP, which shall be exercisable for a number of shares of Common Stock equal to the number of shares of Common Stock (as adjusted) provided for on the face of this Warrant, minus the number of shares of Common Stock theretofore
purchased pursuant to Section 2(a); provided, however, that this Warrant and all rights and options hereunder shall expire and be void as of the Termination Date. 

(c) Conditional Exercise. Notwithstanding any other provision of this Warrant, if the exercise of all or any portion
of this Warrant is to be made in connection with a Change of Control Event or a registered public offering, such exercise may, at the election of CDP, be conditioned upon consummation of such transaction or event in which case such exercise shall
not be deemed effective until the consummation of such transaction or event. 
 3. Vesting. 

(a) Vesting. The Warrant Shares issued and issuable upon exercise of this Warrant shall vest in accordance with the
following schedule: 
 (i) 429,000 Warrant Shares (as adjusted from time to time pursuant to the terms hereof) shall
vest and become exercisable on September 22, 2010; and 
 (ii) the remaining Warrant Shares
shall vest and become exercisable on a monthly basis at the rate of 17,875 Warrant Shares (as adjusted from time to time pursuant to the terms hereof) per month on the
22nd day of each month beginning October 22, 2010 and
ending September 22, 2012, such that all remaining Warrant Shares shall be fully vested and exercisable on September 22, 2012. 
  

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 (b) Acceleration of Vesting. Notwithstanding the provisions of
Section 3(a), (i) upon the closing of a Change of Control Event, 50% of the Warrant Shares that remain unvested as of such closing date shall immediately vest and become exercisable, (ii) in the event that either Michael A.
Slaney or David N. Black (A) is terminated by the Company without Cause (as defined in their respective Employment Agreements with the Company (the “Employment Agreements”)) or (B) terminates his employment with the
Company for Good Reason (as defined in the Employment Agreements), 50% of any Warrant Shares that remain unvested as of the termination date shall immediately vest and become exercisable, and (iii) if, concurrently or following the termination
of either Michael A. Slaney or David N. Black pursuant to subsection (b)(ii)(A) or (b)(ii)(B) above, the other individual (i.e. Michael A. Slaney or David N. Black) (A) is terminated by the Company without Cause or (B) terminates his
employment with the Company for Good Reason, all Warrant Shares that remain unvested as of the termination date shall immediately vest and become exercisable. 

(c) Termination of Vesting. Notwithstanding the provisions of Sections 3(a) and 3(b),
(i) 50% of the then-remaining unvested Warrant Shares shall terminate as of the date that either Michael A. Slaney or David N. Black (A) is terminated by the Company for Cause or (B) terminates his employment with the Company without
Good Reason if such termination without Good Reason occurs on or before March 31, 2012, and (ii) if, concurrently or following the termination of either Michael A. Slaney or David N. Black pursuant to subsection (c)(i)(A) or (c)(i)(B)
above, the other individual (i.e. Michael A. Slaney or David N. Black) (A) is terminated by the Company for Cause or (B) terminates his employment with the Company without Good Reason on or before March 31, 2012, then all Warrant
Shares that remain unvested as of the termination date shall immediately terminate. 
 (d) Forfeiture of Vested
Shares. Notwithstanding the provisions of Sections 3(a) and 3(b), (i) in the event of fraud by Michael A. Slaney or David N. Black, as a consequence of which the Company or Development suffers damages, then 50% of the
Warrant Shares, whether vested or unvested, shall be immediately forfeited, without consideration, to the Company and (ii) if, concurrently or following the forfeiture of Warrant Shares pursuant to subsection (d)(i) above, in the event of fraud
by the other individual (i.e. Michael A. Slaney or David N. Black), as a consequence of which the Company or Development suffers damages, then the remaining 50% of the Warrant Shares, whether vested or unvested, shall be immediately forfeited,
without consideration, to the Company. 
 4. Reservation of Stock. The Company covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and in reserve, a sufficient number of shares of its Common Stock to provide for the exercise of the Warrant Shares
represented by this Warrant. 
 5. Compliance with Securities Act. 

(a) Acquisition for Personal Account. CDP, by acceptance of this Warrant, agrees that the entire legal and beneficial
interests of the Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for its own account for investment and not with a view to or for sale or distribution. 

 

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 (b) Securities are not Registered. 

(i) CDP understands that this Warrant and the Warrant Shares to be issued upon exercise hereof have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), on the basis that no distribution or public offering of the stock of the Company is to be effected. CDP realizes that the basis for the exemption may not be present
if, notwithstanding its representations, CDP has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise
distributing the securities. CDP has no such present intention. 
 (ii) CDP recognizes that this Warrant and the Warrant
Shares to be issued upon exercise hereof must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. CDP recognizes that the Company has no obligation to register
this Warrant or the Warrant Shares to be issued upon exercise hereof, or to comply with any exemption from such registration except as expressly set forth in this Warrant. CDP represents that it is familiar with Rule 144 promulgated under the
Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. 
 (c)
Dispositions. CDP further agrees not to make any disposition of all or any part of this Warrant or the Warrant Shares to be issued upon exercise hereof in any event unless and until: 

(i) The Company shall have received a letter secured by CDP from the Securities and Exchange Commission stating that no action
will be recommended to the Commission with respect to the proposed disposition; 
 (ii) There is then in effect a
registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or 

(iii) CDP shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, CDP shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for CDP to the effect that such
disposition will not require registration of such Warrant or Warrant Shares under the Securities Act or any applicable state securities laws. 

(iv) CDP understands and agrees that all certificates evidencing Warrant Shares to be issued to CDP may bear the following
legend: 
 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 

  

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 (d) Receipt of Information; Accredited Investor. By acceptance of this
Warrant, CDP specifically represents and warrants to the Company as follows: 
 (i) CDP believes it has received all the
information it considers necessary or appropriate for deciding whether to acquire this Warrant. CDP further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the
offering of the Warrant and the business, properties and financial condition of the Company. 
 (ii) CDP (A) is an
“accredited investor” as defined in Regulation D under the Securities Act, (B) can bear the economic risk of its investment in the Warrant and the Warrant Shares to be issued upon exercise hereof, and (C) has such knowledge and
experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares to be issued upon exercise hereof. 

6. Protection Against Dilution. In the event of changes in the outstanding Common Stock by reason of stock dividends,
split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, merger, consolidation, reorganizations, liquidations, or the like, the number and class of Warrant Shares available under the Warrant in the aggregate
and the Exercise Price shall be correspondingly adjusted to give CDP, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as CDP would have owned had the Warrant been exercised prior to the event and had
CDP continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Warrant Shares subject to this Warrant or to the Exercise Price specified in this
Warrant. 
 7. Fractional Shares. Fractional shares shall not be issued upon the exercise of this Warrant but in
any case where CDP would, except for the provisions of this Section 7, be entitled under the terms hereof to receive a fractional share upon the complete exercise of this Warrant, the Company shall, upon the exercise of this Warrant for
the largest number of whole shares then called for, pay a sum in cash equal to the excess of the value of such fractional share (as determined by the Company’s Board of Directors in good faith) over the proportional part of the Exercise Price
represented by such fractional share. 
 8. Fully Paid Stock; Taxes. The Company covenants and agrees that the
shares of Common Stock issued upon exercise of this Warrant in accordance with its terms shall, at the time of such delivery, be validly issued and outstanding and be fully paid and nonassessable. CDP covenants and agrees that it shall pay when due
and payable any and all federal and state taxes (other than income taxes) that may be payable in respect of this Warrant or any Common Stock or certificates therefor upon the exercise of this Warrant in accordance with its terms. 

9. Market Stand-Off Agreement. CDP shall not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) held 

 

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by CDP, 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 of the Company
filed under the Securities Act, but in no event on terms less favorable than the terms applicable to the Chief Executive Officer of the Company. CDP agrees to execute and deliver such other agreements as may be reasonably requested by the Company
and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such
Common Stock (or other securities) until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. 
 10. Restriction on Transferability of Warrant and Unvested
Warrant Shares. In addition to any other limitation on transfer created by applicable securities laws: (a) this Warrant shall not be transferable; and (b) CDP shall not sell, assign, transfer, hypothecate, donate, encumber or otherwise
dispose of any interest in any Warrant Shares that are deemed unvested pursuant to the terms of this Warrant. 
 11.
Representations of the Company. The Company represents and warrants to CDP that: (a) the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has the requisite power and authority
to execute, deliver, and perform this Warrant and the other certificates, documents and instruments to be executed by it pursuant to this Warrant; (b) the Company has taken all corporate action necessary to permit it to execute and deliver this
Warrant and the other certificates, documents, and instruments to be executed by it pursuant to this Warrant and to carry out the terms hereof and thereof; (c) this Warrant and each such certificate, document, and instrument related hereto have
been or will be duly executed and delivered by the Company and, when duly executed and delivered by the Company, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to
the extent limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application related to the enforcement of creditor’s rights generally, and (ii) general principles of equity, and
(d) the Company is not required to obtain any order, consent, approval or authorization of, or to make any declaration or filing with, any third party or governmental authority in connection with the execution and delivery of this Warrant and
the other documents and instruments to be executed by it pursuant hereto or the consummation of the transactions contemplated hereby and thereby, except for such order, consent, approval, authorization, declaration or filing as has been obtained.

 12. Mutilated, Lost, Stolen or Destroyed Warrant. In case this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall issue a new Warrant of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or in lieu of any Warrant lost, stolen or
destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction of such Warrant, and upon receipt of indemnity satisfactory to the Company. 

13. Warrant Holder Not Stockholder. This Warrant does not confer upon CDP any right to vote or to consent as a stockholder
of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the exercise hereof as hereinbefore provided. 
  


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 14. Severability. Should any part of this Warrant for any reason be declared
invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Warrant had been executed with the invalid portion thereof eliminated, and it is hereby declared
the intention of the parties hereto that they would have executed and accepted the remaining portion of this Warrant without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid. 

15. Notices. Any notice or other communication required or permitted to be delivered to either party shall be in writing
and given by personal delivery, by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as specified below (or to such other address or facsimile number as any party may give in a notice given in
accordance with the provisions hereof). 
  

			
	 (a)
	  	if to the Company:
		
		  	GEVO, INC.
		  	345 INVERNESS DRIVE SOUTH, BUILDING C, SUITE 310
		  	ENGLEWOOD, CO 80112
		  	ATTN: GENERAL COUNSEL
		
		  	with a copy to (which shall not constitute notice):
		
		  	PAUL, HASTINGS, JANOFSKY & WALKER LLP
		  	4747 EXECUTIVE DRIVE, 12TH FLOOR
		  	SAN DIEGO, CA 92121
		  	ATTN: DEYAN Spiridonov

  

			
	 (b)
	  	if to CDP:
		
		  	CDP GEVO, LLC.
		  	3811 TURTLE CREEK BLVD., SUITE 750
		  	DALLAS, TX 75219
		  	ATTN: Managing Partner


All notices, requests, or other communications will be effective and deemed given only (i) if given by personal delivery, upon such
personal delivery, (ii) if sent for next day delivery by overnight delivery service, on the next date of delivery as confirmed by written confirmation of delivery, (iii) if sent by facsimile, upon the transmitter’s confirmation of
receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a Business Day, or is received on a day that is not a Business Day, then such notice, request or
communication will not be deemed effective or given until the next succeeding Business Day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective. 

 

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 16. Acceptance. Receipt of this Warrant by CDP shall constitute acceptance of and agreement to
all of the terms and conditions contained herein. 
 17. Governing Law. This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

  

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 IN WITNESS WHEREOF, GEVO,
INC. has caused this Amended and Restated Common Stock Warrant to be signed by a duly authorized officer as of September 22, 2010. 

 

			
	GEVO, INC.
		
	By:	 	 /s/ Patrick Gruber

	Name:	 	Patrick Gruber
	Its:	 	Chief Executive Officer
	
	Acknowledged and Agreed:
	
	CDP GEVO, LLC
		
	By:	 	 /s/ Michael A. Slaney

	Name:	 	Michael A. Slaney
	Its:	 	Managing Partner


 [SIGNATURE PAGE TO
COMMON STOCK WARRANT] 







 EXHIBIT A 

NOTICE OF EXERCISE 

TO: GEVO, INC. 

(1) The undersigned hereby elects to (i) purchase          shares of the Common
Stock of Gevo, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and (ii) pay for such shares as follows: (circle (A) or (B) below): 

(A) payment of the exercise price in full, together with all applicable transfer taxes, if any. 

(B) as a cashless exercise pursuant to Section 2(a)(ii) of the attached Warrant. 

(2) Please issue a certificate or certificates representing said shares of Common Stock in the name of: CDP Gevo, LLC. 

(3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the
Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in
making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests;
(iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a
specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered
under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is familiar with Rule 144 promulgated under the Securities
Act, and understands the resale limitations imposed thereby and by the Securities Act; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in
effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel
satisfactory to the Company, stating that such registration is not required. 
  

					
	  
 (Date)
	 		  	  
 (Signature)

 

			
		 		  	  
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name)