Exhibit 10.20





Exhibit 10.20




STOCK PURCHASE AGREEMENT




THIS STOCK PURCHASE AGREEMENT is entered into as of December 4, 2008, by CleanTech Biofuels,
Inc. (the “Company”) and                                          (the “Officer”).



ARTICLE 1

ACQUISITION OF SHARES




1.1 Sale and Purchase. On the terms and conditions set forth in this Agreement, the Company
agrees to sell to the Officer, and Officer agrees to purchase, 60,000 Shares. The sale and purchase
shall occur at the offices of the Company on the date set forth above or at such other place and
time as the parties may agree.



1.2 Consideration. The Officer agrees to pay $0.36 for each Purchased Share, which may be paid
pursuant to a note in a form satisfactory to the Company.



1.3 Defined Terms. Capitalized terms not defined above are defined in Section 10 of this
Agreement.



ARTICLE 2

OTHER RESTRICTIONS ON TRANSFER




2.1 Officer Representations. In connection with the issuance and acquisition of Shares under
this Agreement, the Officer hereby represents and warrants to the Company as follows:



(a) The Officer is acquiring and will hold the Purchased Shares for investment for his or her
account only and not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act.



(b) The Officer understands that the Purchased Shares have not been registered under the
Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be
held indefinitely, unless they are subsequently registered under the Securities Act or the Officer
obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel,
that such registration is not required. The Officer further acknowledges and understands that the
Company is under no obligation to register the Purchased Shares.



(c) The Officer is aware of the adoption of Rule 144 by the Securities and Exchange Commission
under the Securities Act, which permits limited public resales of securities acquired in a
nonpublic offering, subject only to the satisfaction of certain conditions. The Officer
acknowledges and understands that the conditions for resale set forth in Rule 144 have not been
satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.


 


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(d) The Officer will not sell, transfer or otherwise dispose of the Purchased Shares in
violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Officer agrees that he or
she will not dispose of the Purchased Shares unless and until he or she has complied with all
requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has
provided the Company with written assurances, in substance and form satisfactory to the Company,
that (A) the proposed disposition does not require registration of the Purchased Shares under the
Securities Act or all appropriate action necessary for compliance with the registration
requirements of the Securities Act or with any exemption from registration available under the
Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result
in the contravention of any transfer restrictions applicable to the Purchased.



(e) The Officer has been furnished with, and has had access to, such information as he or she
considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the
Officer has had an opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the issuance of the Purchased Shares.



(f) The Officer is aware that his or her investment in the Company is a speculative investment
that has limited liquidity and is subject to the risk of complete loss. The Officer is able,
without impairing his or her financial condition, to hold the Purchased Shares for an indefinite
period and to suffer a complete loss of his or her investment in the Purchased Shares.



2.2 Securities Law Restrictions. Regardless of whether the offering and sale of Shares under
this Agreement have been registered under the Securities Act or have been registered or qualified
under the securities laws of any state, the Company at its discretion may impose restrictions upon
the sale, pledge or other transfer of the Purchased Shares (including the placement of appropriate
legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment
of the Company, such restrictions are necessary or desirable in order to achieve compliance with
the Securities Act, the securities laws of any state or any other law.



2.3 Market Stand-Off. In connection with any underwritten public offering by the Company of
its equity securities pursuant to an effective registration statement filed under the Securities
Act, including the Company’s initial public offering, the Officer shall not, without the prior
written consent of the Company’s managing underwriter, (i) lend, offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly,
any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock
(whether such shares or any such securities are then owned by the Officer or are thereafter
acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of the Stock, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Stock or such other
securities, in cash or otherwise. Such restriction (the “Market Stand-Off”) shall be in effect for
such period of time following the date of the final prospectus for the offering as may be requested
by the Company or such underwriters. In no event, however, shall such period exceed 180 days. The
Market Stand-Off shall in any event terminate-two years after the date of the Company’s initial
public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split. an
adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding securities without receipt of consideration, any new, substituted or additional
securities that are by reason of


 


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such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into
which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off.
In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with
respect to the Purchased Shares until the end of the applicable stand-off period. The Company’s
underwriters shall be beneficiaries of the agreement set forth in this Subsection 2.3. This
Subsection 2.3 shall not apply to Shares registered in the public offering under the Securities
Act, and the Officer shall be subject to this Subsection 2.3 only if the Officers and officers of
the Company are subject to similar arrangements.



2.4 Rights of the Company. The Company shall not be required to (i) transfer on its books any
Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii)
treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation
rights to, any transferee to whom Purchased Shares have been transferred in contravention of this
Agreement.



ARTICLE 3

SUCCESSORS AND ASSIGNS




Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Company and its successors and assigns and be
binding upon the Officer and the Officer’s legal representatives, heirs, legatees, distributees,
assigns and transferees by operation of law, whether or not any such person has become a party to
this Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and
restrictions hereof



ARTICLE 4

NO RETENTION RIGHTS




Nothing in this Agreement shall confer upon the Officer any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any way the rights of
the Company (or any Parent or Subsidiary employing or retaining the Officer) or of the Officer,
which rights are hereby expressly reserved by each, to terminate his or her Service at any time and
for any reason, with or without cause.



ARTICLE 5

TAX ELECTION




The acquisition of the Purchased Shares may result in adverse tax consequences that may be
avoided or mitigated by filing an election under Code Section 83(b). Such election may be filed
only within 30 days after the date of purchase. The form for making the Code Section 83(b) election
is attached to this Agreement as an Exhibit. The Officer should consult with his or her tax advisor
to determine the tax consequences of acquiring the Purchased Shares and the advantages and
disadvantages of filing the Code Section 83(b) election. The Officer acknowledges that it is his or
her sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b),
even if the Officer requests the Company or its representatives to make this filing on his or her
behalf.


 


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ARTICLE 6

LEGENDS





Legends. All certificates evidencing Purchased Shares shall bear the following legends:



“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED
OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE
PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY
CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND
CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY THE
SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH
AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”



“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.”



If required by the authorities of any state in connection with the issuance of the Purchased
Shares, the legend or legends required by such state authorities shall also be endorsed on all such
certificates.



ARTICLE 7

NOTICE




Any notice required by the terms of this Agreement shall be given in writing and shall be
deemed effective upon personal delivery or upon deposit with the United States Postal Service, by
registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the
Company at its principal executive office and to the Officer at the address that he or she most
recently provided to the Company.



ARTICLE 8

ENTIRE AGREEMENT




This Agreement constitutes the entire contract between the parties hereto with regard to the
subject matter hereof. It supersedes any other agreements, representations or understandings
(whether oral or written and whether express or implied) relating to the subject matter hereof.


 


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ARTICLE 9

CHOICE OF LAW




This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Missouri, as such laws are applied to contracts entered into and to be performed entirely within
such State.



ARTICLE 10

DEFINITIONS





10.1 “Agreement” shall mean this Stock Purchase Agreement.



10.2 “Board of Directors” shall mean the Board of Directors of the Company, as constituted
from time to time.




10.3 “Code” shall mean the Internal Revenue Code of 1986, as amended.




10.4 “Company” shall mean CleanTech Biofuels, Inc., a Delaware corporation.



10.5 “Employee” shall mean any individual who is a common law employee of the Company, a
Parent or a Subsidiary.



10.6 “Fair Market Value” shall mean the fair market value of a Share, as determined by the
Board of Directors in good faith. Such determination shall be conclusive and binding on all
persons.




10.7 “Outside Officer” shall mean a member of the Board of Directors who is not an Employee.



10.8 “Parent” shall mean any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.



10.9 “Purchased Shares” shall mean the Shares purchased by the Officer pursuant to this
Agreement.



10.10 “Securities Act” shall mean the Securities Act of 1933, as amended.



10.11 “Service” shall mean service as an Employee, Outside Officer or Consultant.



10.12 “Share” shall mean one share of Stock.



10.13 “Stock” shall mean the Common Stock of the Company, with a par value of $0.001 per
Share.


 


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10.14 “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.



10.15 “Transferee” shall mean any person to whom the Officer has directly or indirectly
transferred any Purchased Share.



10.16 “Transfer Notice” shall mean the notice of a proposed transfer of Purchased Shares
described in Section 2.



	 	 	 	 	 
	 

	 	OFFICER:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CLEANTECH BIOFUELS INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Officer	 	 







 


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