Unassociated Document


    Exhibit 10.17

     

    
      LIMITED
LIABILITY COMPANY AGREEMENT

       

      OF

       

      GCE
MEXICO I, LLC

       

      A
DELAWARE LIMITED LIABILITY COMPANY

       

      THE
SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES
LAWS.  SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED
AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED
UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT
REQUIRED.  ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS
AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, THE TERMS AND CONDITIONS
WHICH ARE SET FORTH IN THIS AGREEMENT.

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      LIMITED
LIABILITY COMPANY AGREEMENT

       

      OF

       

      GCE
MEXICO I, LLC

       

      A
DELAWARE LIMITED LIABILITY COMPANY

       

      This
Limited Liability Company Agreement is made as of April 23, 2008, by and among
Stewart Resnick and Lynda Resnick, as trustees of the Stewart and Lynda Resnick
Revocable Trust dated December 27, 1998, as amended, Selim Zilkha, as trustee of
the Selim K. Zilkha Trust, Michael Zilkha, as trustee of the DMZ 2000 Trust,
Michael Zilkha, as trustee of the LLZ 2000 Trust, Nadia Z. Wellisz, as trustee
of the JW 2000 Trust, Nadia Z. Wellisz, as trustee of the DW 2000 Trust and
Global Clean Energy Holdings, Inc., a Utah corporation, with reference to the
following facts:

       

      A. The
parties desire to form GCE Mexico I, LLC as a limited liability company under
the laws of the State of Delaware and, to that end, have filed a Certificate of
Formation for the Company with the Delaware Secretary of State.

       

      B. The
parties now desire to adopt a limited liability company agreement to govern
their respective rights and obligations as members and as the manager of the
Company.

       

      NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt of which is acknowledged, the
parties agree that the following shall be the Limited Liability Company
Agreement of the Company.

       

      ARTICLE
I

       

      DEFINITIONS

       

      When used
in this Agreement, the following terms have the following meanings:

       

      1.1
“Act” means the
Limited Liability Company Act of the State of Delaware.

       

      1.2
“Adjusted Capital
Account” of a Member means the Capital Account of that Member increased
by the Member’s share of Company Minimum Gain and Member Minimum
Gain.

       

      1.3
“Adjusted Capital
Contribution” of a Member means the excess of (a) that Member’s Capital
Contribution to the Company, over (b) the Distributions to the Member under
Section 6.10(b) and the Distributions under Section 10.5(a) that shall
constitute return of capital Distributions. Distributions to a Member under
Section 10.5(a) first shall constitute return of capital Distributions to the
extent that these Distributions reduce the Member’s Adjusted Capital
Contribution to an amount not less than zero, and thereafter Distributions under
Section 10.5(a) shall constitute Distributions of Unpaid Preferred Return to the
extent that these Distributions reduce the Member’s Unpaid Preferred Return to
an amount not less than zero.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.4
“Affiliate” of
a Member or Manager means (a) a Person directly or indirectly (through one
or more intermediaries) controlling, controlled by or under common control with
that Member or Manager; (b) an officer, director, trustee, partner, member
or immediate family member of that Member or Manager; or (c) a member of the
immediate family of an officer, director, trustee, partner or member of that
Member or Manager; provided, however, that (i) neither the Company nor any of
its Subsidiaries will be deemed an Affiliate of a Member or Manager and (ii)
neither a Member nor a Manager nor any of their respective Affiliates will be
deemed an Affiliate of the Company or any of the Company’s
Subsidiaries.  For these purposes “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership  of
voting securities, by contract or otherwise.

       

      1.5
“AGC” means
ASIDEROS GLOBALES CORPORATIVO, a wholly-owned Subsidiary of the Company formed
under the laws of Mexico.

       

      1.6
“Agreement”.
means this Limited Liability Company Agreement of GCE Mexico I, LLC, as
originally executed and as amended from time to time.

       

      1.7
“Applicable Purchase
Price” has the meaning specified in Section 5.3(d).

       

      1.8
“Bankruptcy” of
a Person means the institution of any proceedings under any federal or state law
for the relief of debtors, including the filing by or against that Person of a
voluntary or involuntary case under the federal bankruptcy law, which
proceedings, if involuntary, are not dismissed within sixty (60) days after
their filing; an assignment of the property of that Person for the benefit of
creditors; the appointment of a receiver, trustee or conservator of any
substantial portion of the assets of that Person, which appointment, if obtained
ex parte, is not dismissed within sixty (60) days thereafter; the seizure by a
sheriff, receiver, trustee or conservator of any substantial portion of the
assets of that Person; the failure by that Person generally to pay its debts as
they become due within the meaning of Section 303(h)(1) of the United States
Bankruptcy Code, as determined by the Bankruptcy Court; or that Person’s
admission in writing of its inability to pay its debts as they become
due.

       

      1.9
“Bona Fide
Offer” means an offer in writing to a Member offering (subject to no
financing contingencies) to purchase all or any part of that Member’s Membership
Interest or any interest therein and setting forth all of the material terms and
conditions of the proposed purchase from an offeror who is ready, willing and
able to consummate the purchase and who is neither the Company nor an Affiliate
of that Member.

       

      1.10
“Board” means
the Board of Directors of the Company established pursuant to Section 5.1(a) and
consisting of all of the Board Members.

       

      
        
          
          

        

        
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      1.11
“Board Member”
means each member of the Board appointed by the Members pursuant to Section
5.1(a).

       

      1.12
“Budget” means
the budget for the operations of the Company and its Subsidiaries for a Fiscal
Year, including without limitation, clearing, planting and farm management and
all activities relating thereto (but excluding the cost of acquiring any real
estate), setting forth month by month information for such Fiscal
Year.  The initial Budget approved by the Members is attached hereto
as Exhibit
B.

       

      1.13
“Business Day”
means any day of the year in which banks are not required or authorized to close
in Los Angeles, California.

       

      1.14
“Capital
Account” of a Member means the capital account of that Member determined
from the inception of the Company strictly in accordance with the rules set
forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations.  In
the event that assets of the Company other than cash are distributed to a Member
in kind, Capital Accounts shall be adjusted for the hypothetical “book” gain or
loss that would have been realized by the Company if the distributed assets had
been sold for their Fair Market Values in a cash sale (in order to reflect
unrealized gain or loss).  In the event of the liquidation of the
Company, Capital Accounts shall be adjusted for the hypothetical “book” gain or
loss that would have been realized by the Company if all Company assets had been
sold for their Fair Market Values in a cash sale (in order to reflect unrealized
gain or loss).  In the event of the liquidation of the Company,
Capital Accounts shall be adjusted for the hypothetical “book” gain or loss that
would have been realized by the Company if all Company assets had been sold for
their Fair Market Values in a cash sale (in order to reflect unrealized gain or
loss). There shall be only one Capital Account for each Member, regardless of
whether the Member owns more than one class of interest in the
Company.

       

      1.15
“Capital
Contribution” of a Member, at any particular time, means the amount of
money or property which that Member has theretofore contributed to the capital
of the Company.

       

      1.16
“Certificate of
Formation” means the Certificate of Formation of the Company as filed
under the Act with the Delaware Secretary of State.

       

      1.17
“Closing” has
the meaning specified in Section 7.8.

       

      1.18
“Code” means
the Internal Revenue Code of 1986.

       

      1.19
“Common Member”
means a Member who holds Common Units.

       

      1.20
“Common Unit”
means a unit of Membership Interest having the rights and obligations specified
with respect to Common Units in this Agreement.

       

      1.21
“Company” means
GCE Mexico I, LLC, a Delaware limited liability company.

       

      
        
          
          

        

        
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      1.22
“Company Minimum
Gain” with respect to any taxable year of the Company means the
“partnership minimum gain” of the Company as determined for “book” purposes and
computed strictly in accordance with the principles of Section 1.704-2(d) of the
Treasury Regulations.

       

      1.23
“Distributable
Cash” at any time means that portion of the cash then on hand or in bank
accounts of the Company which the Board deems available for distribution to the
Members, taking into account (a) the amount of cash required for the
payment of all current expenses, liabilities and obligations of the Company
(whether for expense items, capital expenditures, improvements, retirement of
indebtedness or otherwise), including, without limitation, all accrued interest
and any other amounts payable under the Land Acquisition Loans, and (b) the
amount of cash necessary to establish prudent reserves for the payment of future
capital expenditures, improvements, retirements of indebtedness, amounts that
will become payable under the Land Acquisition Loans, operations and
contingencies, known or unknown, liquidated or unliquidated, including, but not
limited to, liabilities which may be incurred in litigation and liabilities
undertaken pursuant to the indemnification provisions of this
Agreement.  Notwithstanding anything in this Agreement to the
contrary, Distributable Cash shall be computed so that, after the distribution
of Distributable Cash under Sections 6.10(a) and (b), one dollar of cash of the
Company shall be applied to the Land Acquisition Loans and shall be treated as
current indebtedness of the Company for every one dollar of Distributable Cash
available for distribution to Members under Section 6.10(c); this sentence shall
apply until all principal, accrued interest and other amounts payable under the
Land Acquisition Loans have been paid.

       

      1.24
“Distribution”
means the transfer of money or property by the Company to one or more Members
without separate consideration.

       

      1.25
“Economic
Interest” means a share, expressed as a percentage, of one or more of the
Company’s Net Profits, Net Losses, Tax Credits, Distributable Cash or other
Distributions, but does not include any other rights of a Member, including,
without limitation, the right to vote or participate in the management of the
Company or the right to information concerning the business and affairs of the
Company.

       

      1.26
“Economic Risk of
Loss” means the economic risk of loss within the meaning of Section
1.752-2 of the Treasury Regulations.

       

      1.27
“Exculpatory
Liability” means a liability that is treated as an “exculpatory
liability” pursuant to Part V.B of Treasury Decision 8385, 56 Federal Register
66978-66995 (December 27, 1991).

       

      1.28
“Fair Market
Value” means, with respect to an asset or group of assets, the price at
which that asset or group of assets would be sold for cash payable at closing
between a willing buyer and a willing seller, each having reasonable knowledge
of all relevant facts concerning the asset or group of assets and neither acting
under any compulsion to buy or sell.

       

      
        
          
          

        

        
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      1.29
“Fiscal Year”
means the Company’s fiscal year, which shall be the calendar year.

       

      1.30
“Former Member”
has the meaning specified in Section 8.2.

       

      1.31
“Former Member’s
Interest” has the meaning specified in Section 8.2.

       

      1.32
“GCE” means
Global Clean Energy Holdings, Inc. or any permitted successor-in-interest to
some or all of its Membership Interest.

       

      1.33
“GCE ROFO
Notice” has the meaning specified in Section 7.6(b).

       

      1.34
“GCE ROFR
Notice” has the meaning specified in Section 7.6(b).

       

      1.35
“Land Acquisition
Loan” has the meaning specified in Section 3.2(a).

       

      1.36
“Lender” has
the meaning specified in Section 3.2(b).

       

      1.37
“Manager” shall
mean GCE or any successor manager approved by the Preferred Members pursuant to
Section 5.2(e) or unanimously approved by all of the Board Members.

       

      1.38
“Member” means
each Person who (a) is an initial signatory to this Agreement, has been admitted
to the Company as a Member in accordance with the Certificate of Formation or
this Agreement or is a transferee of a Member who has become a Member in
accordance with ARTICLE VII, and (b) has not suffered a Membership Termination
Event or Transferred its entire Membership Interest in accordance with the
provisions of ARTICLE VII.

       

      1.39
“Member IP” has
the meaning specified in Section 5.8(b).

       

      1.40
“Member Minimum
Gain” has the meaning given to the term “partner nonrecourse debt minimum
gain” in Section 1.704-2(i) of the Treasury Regulations.

       

      1.41
“Member Nonrecourse
Debt” means any “partner nonrecourse liability” or “partner nonrecourse
debt” under Section 1.704-2(b)(4) of the Treasury
Regulations.  Subject to the foregoing, it means any Company liability
to the extent the liability is nonrecourse for purposes of Section 1.1001-2 of
the Treasury  Regulations, and a Member (or related Person within the
meaning of Section 1.752-4(b) of the Treasury Regulations) bears the Economic
Risk of Loss under Section 1.752-2 of the Treasury Regulations because, for
example, the Member or related Person is the creditor or a
guarantor.

       

      1.42
“Member Nonrecourse
Deductions” means the Company deductions, losses and Code Section
705(a)(2)(B) expenditures, as the case may be (as computed for “book”
purposes), that are treated as deductions, losses and expenditures attributable
to Member Nonrecourse Debt under Section 1.704-2(i)(2) of the Treasury
Regulations.

       

      
        
          
          

        

        
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      1.43
“Membership
Interest” means a Member’s total interest as a member of the Company,
including that Member’s share of the Company’s Net Profits, Net Losses,
Distributable Cash or other Distributions, its right to inspect the books and
records of the Company and its right, to the extent specifically provided in
this Agreement, to participate in the business, affairs and management of the
Company and to vote or grant consent with respect to matters coming before the
Company.

       

      1.44
“Membership
Termination Event” with respect to any Member means one or more of the
following:  the insanity, permanent disability, withdrawal,
resignation, Bankruptcy, dissolution or an attempted Transfer of a Member’s
Membership Interest or Economic Interest which is not made in accordance with
the provisions of ARTICLE VII.

       

      1.45
“Net Profits”
and “Net
Losses” mean, for each Fiscal Year of the Company, the net income or net
loss, respectively, of the Company. For this purpose, “income” shall refer to
all items (other than Capital Contributions) that increase capital accounts
under Treasury Regulations Section 1.704-1(b)(2)(iv) (such as “book” gain and
income), and “loss” shall refer to all items (other than Distributions) that
decrease capital accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)
(such as “book” deduction and loss). Notwithstanding the foregoing, all items
specially allocated under Sections 6.1 through 6.7 shall be excluded from the
computation of Net Profits and Net Losses.

       

      1.46
“Nonrecourse
Deductions” in any fiscal period means the amount of Company “book”
deductions that are characterized as “nonrecourse deductions” under Treasury
Regulations Section 1.704-2(b) of the Treasury Regulations.

       

      1.47
“Non-Transferring
Member” has the meaning specified in Section 7.6(a).

       

      1.48
“Notice” has
the meaning specified in Section 7.7(a).

       

      1.49
“Offering
Member(s)” has the meaning specified in Section 7.7(a).

       

      1.50
“Other
Member(s)” has the meaning specified in Section 7.7(a).

       

      1.51
“Percentage
Interest” means the percentage interest of a Member with respect to
Common Units set forth opposite the name of that Member in Exhibit A, as such
percentage may be adjusted from time to time pursuant to the provisions of this
Agreement.

       

      1.52
“Person” means
any entity, corporation, company, association, joint venture, joint stock
company, partnership (whether general, limited or limited liability), trust,
limited liability company, real estate investment trust, organization,
individual (including any personal representative, executor or heir of a
deceased individual), nation, state, government (including any agency,
department, bureau, board, division or instrumentality thereof), trustee,
receiver or liquidator.

       

      1.53
“Preferred
Member” means a Member who holds Preferred Units.

       

      
        
          
          

        

        
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      1.54
“Preferred
Return” of a Preferred Member means a cumulative preferential rate of
return in an amount equal to twelve percent (12%) per annum (compounded annually
on January 1 of each year), prorated for fractional periods, on the amount of
that Member’s Adjusted Capital Contribution. The Preferred Return shall be
computed on the basis of a computational year of 360 days comprised of equal
months of 30 days each. Contributions shall not bear the Preferred Return for
the day on which funds are contributed to the Company; however, funds
distributed to Members that reduce a Member’s Adjusted Capital Contribution
shall bear the Preferred Return for the day on which those funds are distributed
to the Member.

       

      1.55
“Preferred
Unit” means a unit of Membership Interest having the rights and
obligations specified with respect to Preferred Members and Preferred Units in
this Agreement.

       

      1.56
“Project” means
the acquisition by the Company, whether directly or indirectly through one or
more Subsidiaries, of up to 2,100 hectares of land located in the State of
Yucatan, in Mexico to be used primarily for planting, growing and harvesting
Jatropha curcas, and the marketing, distribution and sale of the resulting
fruit, seeds, or pre-processed Crude Jatropha Oil, as biodiesel feedstock,
biomass or otherwise, and the sale or utilization of environmental attributes
relating thereto, including without limitation, carbon value, green fuel value,
or renewable energy credit value.

       

      1.57
“Purchase
Price” has the meaning specified in Section 7.7(a)

       

      1.58
“Resnick Trust”
means the Stewart and Lynda Resnick Revocable Trust dated December 27, 1998, as
amended, or any permitted successor-in-interest to some or all of its Membership
Interest.

       

      1.59
“Resnick/Zilkha
Members” has the meaning specified in Section 7.6(b).

       

      1.60
“ROFO Notice”
has the meaning specified in Section 7.6(a).

       

      1.61
“ROFR Notice”
has the meaning specified in Section 7.6(a).

       

      1.62
“Subsidiary”
means with respect to any Person, any corporation, association, joint venture,
partnership, limited liability company or other business entity (whether now
existing or hereafter organized) of which at least a majority of the voting
stock or other ownership interests having ordinary voting power for the election
of directors (or the equivalent) is, at the time as of which any determination
is being made, owned or controlled by such Person or one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such
Person.

       

      1.63  “Tax Credits” means
all credits against income or franchise taxes and credits allowable to Members
under state, federal or other tax statutes.

       

      1.64
“Tax Matters
Partner” means the Member appointed pursuant to the provisions of Section
9.3 to serve as the “tax matters partner” of the Company for purposes of
Sections 6221-6233 of the Code.  Initially, the Tax Matters Partner
shall be GCE.

      
        
          
          

        

        
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      1.65
“Transfer”
means, with respect to a Membership Interest or any interest therein, the sale,
assignment, transfer, disposition, pledge, hypothecation or encumbrance thereof,
whether direct or indirect, voluntary, involuntary or by operation of law, and
whether or not for value, of (a) all or any part of that Membership Interest or
interest therein or (b) in the case of GCE, a controlling interest in any Person
which directly or indirectly through one or more intermediaries holds GCE’s
Membership Interest or interest therein.

       

      1.66
“Transferring
Member” has the meaning specified in Section 7.6(a).

       

      1.67
“Treasury
Regulations” means the regulations of the United States Treasury
Department pertaining to the income tax.

       

      1.68
“Units” means
either Common Units and/or Preferred Units.

       

      1.69
“Unpaid Preferred
Return” of a Member means the excess of (i) the Preferred Return of the
Member accrued to date over (ii) the sum of all Distributions to the Member
under Section 6.10(a) and the Distributions to the Member under Section 10.5(a)
that shall constitute return of capital Distributions.  Distributions
to a Member under Section 10.5(a) first shall constitute return of capital
Distributions to the extent that these Distributions reduce the Member’s
Adjusted Capital Contribution to an amount not less than zero, and thereafter
Distributions under Section 10.5(a) shall constitute Distributions of Unpaid
Preferred Return to the extent that these Distributions reduce the Member’s
Unpaid Preferred Return to an amount not less than zero.

       

      1.70
“Zilkha
Members” means the Zilkha Trust, DMZ 2000 Trust, LLZ 2000 Trust, JW 2000
Trust and DW 2000 Trust, or any permitted successor-in-interest to some or all
of any of their Membership Interests.

       

      1.71  “Zilkha Transferor”
has the meaning specified in Section 7.5(a)

       

      1.72  “Zilkha Trust” means
the Selim K. Zilkha Trust or any permitted successor-in-interest to some or all
of its Membership Interest.

       

      References
in this Agreement to “Articles,” “Sections,” “Exhibits” and “Schedules,” shall
be to the Articles, Sections, Exhibits and Schedules of this Agreement, unless
otherwise specifically provided; all Exhibits and Schedules to this Agreement
are incorporated herein by reference; any of the terms used in this Agreement
may, unless the context otherwise requires, be used in the singular or the
plural and in any gender depending on the reference; the words “herein”,
“hereof” and “hereunder” and words of similar import, when used in this
Agreement, shall refer to this Agreement as a whole and not to any particular
provision of this Agreement; and except as otherwise specified in this
Agreement, all references in this Agreement (a) to any Person shall be
deemed to include such Person’s permitted heirs, personal representatives,
successors and assigns; and (b) to any agreement, any document or any other
written instrument shall be a reference to such agreement, document or
instrument together with all exhibits, schedules, attachments and appendices
thereto, and in each case as amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms thereof; and (c) to
any law, statute or regulation shall be deemed references to such law, statute
or regulation as the same may be supplemented, amended, consolidated, superseded
or modified from time to time.

       

      
        
          
          

        

        
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      ARTICLE
II

       

      ORGANIZATIONAL
MATTERS

       

      2.1 Name.  The
name of the Company shall be “GCE MEXICO I, LLC.”  The business of the
Company may be conducted under that name or, upon compliance with applicable
law, under any other name that the Board deems appropriate or
advisable.

       

      2.2 Term.  The
term of the Company’s existence commenced upon the filing of its Certificate of
Formation with the Delaware Secretary of State on February 27, 2008 and shall continue
until such time as it is terminated pursuant to ARTICLE X.

       

      2.3 Office and
Agent.  The principal office of the Company shall be at 6033 W.
Century Blvd., Suite 1090, Los Angeles, California 90045 or at such other place
as the Board may determine from time to time.  The Company may also
have such offices within and without the State of California as the Board may
from time to time determine.  The name and business address of the
Company’s agent for service of process in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, in the city of Wilmington, County of New
Castle, or as may otherwise be determined by the Board from time to
time.

       

      2.4 Purpose of
Company.  The Company may engage in any lawful activity for
which a limited liability company may be organized under the Act; however, its
primary purpose shall be to engage in the Project to establish a commercial
product focused on the growing of the Jatropha curcas to supply crude Jatropha
oil suitable for use as a biodiesel feedstock and to take all actions
relating thereto.  Notwithstanding the foregoing, the Company shall
not engage in any business unrelated to the Project or in furtherance of the
purposes of the Company, unless the Board consents thereto.

       

      2.5 Intent.  It
is the intent of the Members that the Company shall always be operated in a
manner consistent with its treatment as a “partnership” for Federal and state
income tax purposes.  It also is the intent of the Members that the
Company not be operated or treated as a “partnership” for purposes of Section
303 of the United States Bankruptcy Code.  No Member shall take any
action inconsistent with that express intent.

       

      2.6 Formation
Expenses.  GCE shall be responsible for and shall pay all fees
and expenses incurred by it in connection with the formation of the Company,
including, without limitation, all legal and accounting fees and expenses
incurred by it in connection with the negotiation, preparation, execution and
delivery of this Agreement.  The Company shall pay, or reimburse the
Resnick Trust and the Zilkha Trust for the payment of, fees and expenses
incurred by the Resnick Trust and the Zilkha Trust in connection with the
formation of the Company, including, without limitation, all legal and
accounting fees and expenses incurred by them in connection with the
negotiation, preparation, execution and delivery of this
Agreement.  The Company shall pay all filing fees, minimum franchise
or other similar taxes and other governmental charges incident to its formation
and qualification to do business.

       

      
        
          
          

        

        
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      ARTICLE
III

       

      CAPITAL
CONTRIBUTIONS

       

      3.1 Units.

       

      (a) Authorized
Units.  The authorized Units which the Company has authority to
issue consists of 1,000 authorized Common Units, and 1,000 authorized Preferred
Units.  The ownership by a Member of Units shall entitle such Member
to allocations of Net Profit and Net Loss and other items and Distributions as
set forth in ARTICLE VI hereof.  On the date hereof, the Company has
issued to each of the Members the number of Common Units and Preferred Units set
forth opposite the Member’s name on Exhibit A attached
hereto.

       

      (b) Capital
Contributions.

       

      (i) Common
Units.  No Capital Contribution is required with respect to the
issuance of Common Units.

       

      (ii)
Preferred
Units. With respect to the Preferred Units, each Preferred Member shall
make Capital Contributions, up to the aggregate amount set forth on Exhibit A attached
hereto, as described in this paragraph.  At least ten (10) Business
Days prior to the commencement of any calendar quarter, the Manager shall
provide written notice to each Preferred Member of the funds necessary for the
Company’s operations, as reflected in the then current Budget approved by the
Board, for such quarter.  At least three (3) Business Days prior to
the commencement of such quarter, each Preferred Member shall make a Capital
Contribution in immediately available funds to the Company in an amount equal to
fifty percent (50%) of the necessary funds set forth in such notice; provided,
however, that, notwithstanding anything to the contrary contained herein, (A)
the aggregate Capital Contribution obligation for each Preferred Member under
this subparagraph shall not exceed $1,116,312 and (B) in the event of a conflict
between the amount of funds requested in the notice and the amount of funds
reflected in the then current Budget approved by the Board, the Capital
Contribution obligations for a Preferred Member with respect to such request
shall be limited to fifty percent (50%) of the lesser of the two
amounts.

       

      (iii)
Additional Capital
Contributions. No Member shall be required to make any Capital
Contributions other than as described in this Section 3.1.  To the
extent approved by the Board, from time to time, the Members may be permitted to
make additional Capital Contributions if and to the extent they so desire, and
if the Members determine that such additional Capital Contributions are
necessary or appropriate for the conduct of the Company’s
business.  In that event, the Members shall have the opportunity, but
not the obligation, to participate in such additional Capital Contributions on a
pro rata basis in accordance with their Percentage Interests, and such
Percentage Interests and Sections 6.8, 6.9 and 6.10 shall be modified in such
manner as agreed to by the Board and the Members.

       

      
        
          
          

        

        
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      (iv) Each
Member shall receive a credit to its Capital Account in the amount of any
capital which it contributes to the Company.  The Board shall update
Exhibit A from
time to time to credit each Member with the amount of any additional Capital
Contributions hereafter made by such Member and additional Units issued to such
Members.

       

      (c) Unit
Rights.  Each class of Units, and each Unit in a class, shall
have the rights and obligations described in this Agreement, including without
limitation, with respect to Capital Account balances, allocations of Net Profit
and Net Loss, Distributions, approval rights, Transfer restrictions and purchase
and sale rights and obligations.

       

      
        
          
          

        

        
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      3.2 Loans.

       

      (a) Loans for Land
Acquisition. Each of the Resnick Trust and the Zilkha Trust shall lend up
to $1,026,000 to AGC to be used solely for the purpose of purchasing land
necessary for the Project (each, a “Land Acquisition
Loan”) upon the satisfaction of all of the following terms and
conditions:  (a) the Board has authorized AGC to execute and deliver
an agreement for the acquisition of real estate for the Project, (b) the Manager
has given each of the Resnick Trust and the Zilkha Trust at least ten (10)
Business Days prior written notice of the expected closing date for such
acquisition and the amount of funds necessary for AGC to satisfy its obligations
under such acquisition agreement, (c) AGC has executed and delivered to the
Resnick Trust and the Zilkha Trust the promissory note and mortgage in the form
of Exhibit C,
and D,
respectively, attached hereto; provided, however, that (i) the interest
payable under such Land Acquisition Loans shall be twelve percent (12%) per
annum, compounded annually on January 1 of each year, prorated for fractional
periods, computed on the basis of a computational year of 360 days comprised of
equal months of 30 days each, with no interest accruing for the day on which the
loan is made, but with interest accruing for the day on which the loan is
paid, (ii) the
promissory note shall contain a “due on sale clause” and accelerate upon a
default under the note or GCE’s purchase of the Membership Interests of the
Resnick Trust or the Zilkha Trust, and (iii) the maturity date shall be ten (10)
years after the date of such Land Acquisition Loans.  Provided that
such terms and conditions have been satisfied, each of the Resnick Trust and the
Zilkha Trust shall, on the expected closing date, make a Land Acquisition Loan
to AGC in immediately available funds in an amount equal to fifty percent (50%)
of the necessary funds set forth in such notice; provided, however, that,
notwithstanding anything to the contrary contained herein, the obligation for
each of the Resnick Trust and the Zilkha Trust to make a Land Acquisition Loan
under this Section shall not exceed $1,026,000.

       

      (b) Treatment of
Loans.  To the fullest extent permitted by law, all principal,
interest, costs and expenses due and payable by the Company to the Members or
Affiliates thereof in repayment of loans shall be treated in the same manner as
liabilities payable to unaffiliated creditors of the Company and shall be paid
and taken into account, as such, before any Distributions of Distributable Cash
are made to the Members.  Without limiting the foregoing, the Members
acknowledge that any Member or Affiliate of a Member (“Lender”) who loans
money to the Company shall have rights, the exercise of which will be in
conflict with the Company’s best interests.  In that regard, the
Members hereby authorize, agree and consent to the Lender’s exercise of any of
Lender’s rights under any promissory note, deed of trust, security agreement or
other loan document, even though the Lender’s exercise of those rights may be
detrimental to the Company or the Company’s business.  Further, the
Members agree that any Lender’s proper exercise of the rights shall not be
deemed a breach of that Lender’s fiduciary duties (if any) to the
Company.

       

      3.3 Capital
Accounts.  The Company shall establish and maintain an
individual Capital Account for each Member.

       

      
        
          
          

        

        
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      3.4 No Priorities of Members; No
Withdrawals of Capital.  Except as otherwise specified in
ARTICLE VI, ARTICLE X and in the Act, no Member shall have a priority over any
other Member as to any Distribution, whether by way of return of capital or by
way of profits, or as to any allocation of Net Profits or Net
Losses.  No Member shall have the right to withdraw or reduce its
Capital Contributions in the Company except as a result of the dissolution of
the Company or as otherwise provided in the Act, and, except as provided in
Section 10.3, no Member shall have the right to demand or receive property other
than cash in return for its Capital Contributions or Membership
Interest.

       

      3.5 No Interest on Capital
Contributions.  No Member shall be entitled to receive any
interest on its Capital Contributions; it being acknowledged that the Preferred
Return does not constitute interest.  This Section shall not restrict
the right of any member to receive interest on loans made to the Company by such
Member.

       

      ARTICLE
IV

       

      MEMBERS

       

      4.1 Limited
Liability.  Except as required under the Act or as expressly
set forth in this Agreement, no Member shall be personally liable for any debt,
obligation or liability of the Company, whether that liability or obligation
arises in contract, tort or otherwise.

       

      4.2 Admission of Additional
Members.  Subject to compliance with applicable law and the
approval of the Board, additional Members may be admitted to the Company from
time to time upon such terms and conditions as the Board may determine, and any
such additional Members shall be granted Membership Interests and may
participate in the management, Distributable Cash, Net Profits, Net Losses, Tax
Credits and other Distributions of the Company on such terms as the Board may
fix; provided, however, that if such terms may require amendment to this
Agreement, all of the Members must also consent to such amendment.

       

      4.3 Withdrawal.  No
Member may withdraw or resign from the Company except with the prior written
consent of the other Members which consent
may be given or withheld, conditioned or delayed in the other Members’ sole
discretion.  Any such permitted withdrawal or resignation of a Member
shall constitute a Membership Termination Event, and upon the occurrence
thereof, that Member’s Membership Interest may, at the election of the holders
of a majority of the Units held by all other Members, either be converted to a
bare Economic Interest or purchased as provided in Section 8.2.  In
addition, such Member will be liable to the Company and the other Members for
all damages suffered by the Company and the other Members as a result of such
withdrawal.

       

      4.4 Members Are Not
Agents.  No Member, acting solely in its capacity as a Member,
may be an agent of the Company, nor may any Member, in that capacity, bind or
execute any instrument on behalf of the Company without the prior written
consent of the Manager.

       

      
        
          
          

        

        
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      4.5 Meetings of Members; Written
Consent.  Meetings of the Members shall be held at such times
and places within or without the State of California as the Members may fix from
time to time, but, in any event, any Member may call a special meeting of the
Members upon fourteen (14) days prior written notice to the other
Members.  No annual, regular or special meetings of Members are
required, but if such meetings are held, they shall be conducted pursuant to the
Act.  Members may participate in any meeting through the use of
conference telephones or similar communications equipment as long as all Members
participating can hear one another.  A Member so participating is
deemed to be present in person at the meeting.  Any action which may
be taken by the Members at a meeting may also be taken without a meeting, if a
consent in writing setting forth the action so taken is signed by all the
Members.  A consent transmitted by electronic transmission by a Member
or other Person authorized to act for that Member shall be deemed to be written
and signed by that Member for these purposes, and the term “electronic
transmission” means any form of communication not directly involving the
physical transmission of paper that creates a record that may be retained,
retrieved and reviewed by a recipient thereof and that may be directly
reproduced in paper form by such a recipient through an automated
process.  Except where any of the Preferred Members have been given
the right to act alone, the affirmative unanimous vote of all the Members shall
be required for the Members to approve any action.  The Zilkha Members
shall vote as a block.

       

      4.6 Member
Approvals.  Except where this Agreement requires the consent or
approval of all of the Members, the consent or approval of the Members shall
occur at such time as Members holding at least a majority of the Units in each
class have given their consent or approval.  Except where this
Agreement requires the consent or approval of all of the Members of a class of
Units, the consent or approval of Members holding a class of Units shall occur
at such time as Members holding at least a majority of the Units in such class
have given their consent or approval

       

      ARTICLE
V


       

      MANAGEMENT
AND CONTROL OF THE COMPANY

       

      5.1 Board of
Directors.

       

      (a) Election and Term of
Board.  The business and affairs of the Company shall be
managed under the direction of the Board which shall be constituted in
accordance with this Section 5.1.  The expression of any power or
authority of the Board in this Agreement shall not in any way limit or exclude
any other power or authority of the Board which is not specifically or expressly
set forth in this Agreement.  The Members shall designate the members
of the Board (the “Board Members”) as
follows: two (2) Board Members shall be designated by GCE and two (2) Board
Members shall be designated by the Preferred Members, with each of the Resnick
Trust and the Zilkha Trust having the right to designate one (1) Board Member;
provided, however, that (a) if GCE shall be removed as the Manager pursuant to
Section 5.2(e), the Board Members designated by GCE shall thereupon be deemed
removed as Board Members and GCE shall have no further right to designate Board
Members, or (b) if a Member’s Membership Interest is converted to an Economic
Interest, whether as a result of a Membership Termination Event, a Transfer to a
Person who is not then admitted as a substituted Member or otherwise, any Board
Member designated by such Member shall be deemed removed and such Member or its
successor or transferee shall have no further right to designate any Board
Member.  Subject to the foregoing, each of GCE and the Preferred
Members shall have the right to change the identity of the Board Member
appointed by it at any time and for any reason, by written notice to the other
Member, and each Board Member so appointed shall serve in that capacity until he
or she resigns or is removed by the Member which appointed him or her, in its
absolute discretion.  Initially, Richard Palmer and Bruce K. Nelson
shall be the Board Members appointed by GCE, and Stewart A. Resnick and Selim
Zilkha shall be the Board Members appointed by the Preferred
Members.

       

      
        
          
          

        

        
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      (b) Meetings of the
Board.  Meetings of the Board may be called at any time, upon
five (5) Business Days’ prior notice, by any Board Member or by the Manager;
provided, however, that in case of an emergency such meeting may be called on
one (1) Business Day’s notice.  Unless the Board agrees otherwise,
such meetings shall be held at the principal offices of the Company. A notice of
a meeting need not specify the purpose of that meeting, and notice of the
meeting need not be given to any Board Member who signs a waiver of notice, a
consent to holding the meeting or an approval of the minutes thereof, whether
before or after the meeting, or who attends the meeting without protesting the
lack of notice prior to the commencement of the meeting.  Any Board
Member may grant any other Board Member a proxy to act in his or her place at
any meeting of the Board.  Board Members may participate in any
meeting of the Board by means of conference telephones or similar communications
equipment so long as all Board Member participating can hear one
another.  A Board Member so participating is deemed to be present at
the meeting.  The affirmative unanimous vote of all Board Members in
office shall be required for the Board to approve any action.

       

      (c) Written
Consent.  Any action which may be taken by the Board Members at
a meeting may also be taken without a meeting, if a consent in writing setting
forth the action so taken is signed by all the Board Members.  A
consent transmitted by electronic transmission by a Board Member or other Person
authorized to act for that Board Member shall be deemed to be written and signed
by that Board Member for these purposes, and the term “electronic transmission”
means any form of communication not directly involving the physical transmission
of paper that creates a record that may be retained, retrieved and reviewed by a
recipient thereof and that may be directly reproduced in paper form by such a
recipient through an automated process.

       

      (d) Standard of
Care.  Every Board Member shall discharge his or her duties in
good faith, with the care an ordinary prudent person in a like position would
exercise under similar circumstances, and in a manner he or she reasonably
believes to be in the best interests of the Company and its Members; provided,
however, that Board Members may, in their sole discretion, take actions which
are in the best interests of the Member who appointed them regardless of whether
such action is in the best interest of the Company or the other
Members.

       

      
        
          
          

        

        
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      (e) Limitation of
Liability.  Except as otherwise prohibited by the Act, a Board
Member shall not be liable, responsible or accountable for damages or otherwise
to the Company for any action taken or failure to act on behalf of the Company
within the scope of the authority conferred on the Board Members by this
Agreement, by law or by the Members, unless such action or omission is performed
or omitted fraudulently or constitutes willful misconduct or gross
negligence.  In no event shall the Board Members be liable to the
Company, the Members or any of their respective Affiliates or constituent owners
for any consequential, indirect, incidental or special damages arising from
their acts or omissions.

       

      (f) Reliance.  In
performing their duties, the Board Members shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, of any attorney, independent accountant or other Person as
to matters which the Board Members believe to be within such Person’s
professional or expert competence unless the Board Members have actual knowledge
concerning the matter in question that would cause such reliance to be
unwarranted.

       

      (g) Devotion of
Time.  The Board Members shall not be obligated to devote all
of their time or business efforts to the affairs of the Company.

       

      (h) Actions Requiring Board
Approval.  Without limiting the matters or actions that must be
approved by the Board, the approval of the Board shall be required for any of
the following actions:

       

      (i) other
than the declaration and payment of the Preferred Return, the declaration or
payment of any Distributions on any Membership Interests;

       

      (ii) the
sale, exchange or other disposition of all, or substantially all, of the assets
of the Company or any of its Subsidiaries occurring as part of a single
transaction or plan, or in a series of transactions, except in the orderly
liquidation and winding up of the business of the Company and its Subsidiaries
upon its duly authorized dissolution;

       

      (iii) the
merger of the Company or any of its Subsidiaries with another limited liability
company or a corporation, general partnership, limited partnership or other
Person;

       

      (iv)
except to secure a Land Acquisition Loan, the encumbrance of any significant
asset of the Company or any of its Subsidiaries, including without limitation,
any real property owned by the Company or any of its Subsidiaries;

       

      (v) any
issuance of Membership Interests or any increase or decrease in the number of
authorized Membership Interests or any redemption or repurchase of Membership
Interests;

       

      (vi) any
change to the rights, preferences, and privileges of any class of Membership
Interests or issuance of any Membership Interests;

       

      
        
          
          

        

        
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      (vii) any
increase or decrease in the size of the Board;

       

      (viii)
the approval of the Budget and any changes in any line item of the Budget
(except for changes that move line items between categories in the Budget as
long as such change does not increase the Budget or alter the overall Budget);
provided, however, that if the Board does not approve a Budget for a new Fiscal
Year, the Budget for such year shall be the same as the then current Budget as
adjusted to reflect increases for increased government assessments, cost
increases under existing contracts and other increases consistent with the
increase in consumer prices over the prior Fiscal Year which occurred for the
area in which the Company operates as such increases in consumer prices are
determined by a governmental agency or other Person approved by the
Board;

       

      (ix) the
admission of another Person as a Member of the Company;

       

      (x) any
alteration of the primary purpose of the Company as set forth in Section
2.4;

       

      (xi) any
decision to place the Company or any of its Subsidiaries into Bankruptcy;
or

       

      (xii) any
amendment to the Certificate of Formation or this Agreement.

       

      5.2 Manager.

       

      (a) Management by
Manager.  Subject to the other provisions of this Agreement,
the day-to-day operations of the Company shall be managed by one (1) Manager
within the parameters set forth in the Budget and by the Board.  The
initial Manager is GCE, who hereby accepts such appointment.  The
Manager may at any time be replaced by a unanimous vote of the Board
Members.  Additionally, the Preferred Members may remove and replace
the Manager in accordance with Section 5.2(e).  The Manager is hereby
designated as a “manager” pursuant to Section 18-402 of the Delaware
Act.  Notwithstanding the foregoing, the Manager shall owe the Company
the duties of loyalty and due care of the type owed by the officers of a
corporation to such corporation and its stockholders under the Laws of the State
of Delaware.

       

      (b) Duties of the
Manager.  The Manager shall undertake all actions approved by
the Board and shall cause the Preferred Return to be paid annually to the
Preferred Members to the extent that Distributable Cash exists and payment of
the Preferred Return is not then prohibited under this Agreement or law or any
third party agreement approved by the Board.

       

      Except for situations in which this
Agreement provides for the Manager to act in a certain manner or the approval of
the Members or the Board is specifically required by the Act, the Certificate of
Formation or this Agreement, the Manager shall have full, complete and exclusive
authority, power and discretion to manage and control the business, property and
affairs of the Company, to make all decisions regarding those matters, to
supervise, direct and control the actions of the officers, if any, of the
Company and to perform any and all other actions customary or incident to the
management of the Company’s business, property and affairs.  Subject
to the foregoing, the Manager shall control and direct the administration of the
business and affairs of the Company in accordance this Agreement and with sound
business practice, taking such steps as are necessary or appropriate in its
reasonable judgment to conserve and enhance the value and profitability of the
Company’s business, property and affairs.  The Manager shall be
serving in a fiduciary role for all of the Members and shall seek to obtain the
best possible terms and conditions for the Project in connection with the sale
of all off-take from the Project, including, without limitation, controlling and
managing the monetization of all potential revenue sources from the Project or
the Company’s operations, including but not limited to fruit, seeds,
pre-processed crude Jatropha oil, biomass, and by-product, press cake and hulls
revenue and carbon credits.

       

      
        
          
          

        

        
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      Without
limiting any of the other duties of the Manager described in this Agreement, the
duties of the Manager shall include, among other things, responsibility for
identifying the land, aggregating, negotiating the purchase, managing the
Project development process and the Company on a day-to-day basis, including,
but not limited to the following:  (i) providing Jatropha
seedlings/rootstock from existing GCE plantings, nurseries, or seed stocks; (ii)
sourcing additional seeds from suppliers; (iii) overseeing any additional
nursery construction and operations; (iv) managing land clearing, planting,
harvesting and maintenance of the plantation (all or parts of which may be
accomplished through GCE employees or through sub contractors subject to the
payment restrictions set forth herein); (v) leasing or building storage
facilities for seed and finished product; (vi) coordinating and managing all
logistics relating to the Company’s operations; (vii) managing all sales
efforts; (viii) negotiating all off-take agreements and (ix) preparing and
submitting the Budget as described in Section 5.2(c).

       

      (c) Budget.  At
least two (2) months prior to the commencement of each Fiscal Year (other than
the Company’s initial Fiscal Year), the Manager shall prepare and deliver to
each Board Member a proposed Budget for such Fiscal Year.  Such
proposed Budget shall be in the form of Exhibit B, provided,
however, that if the Preferred Members request that the proposed Budget be
prepared in a different form, the Manager shall prepare the proposed Budget in
such form.  If the Board does not approve a proposed Budget, the
Manager shall promptly revise the proposed Budget to reflect comments received
from Board Members and submit such revised Budget to the Board Members for
approval.

       

      (d) Liability of
Manager.  The Manager shall not be liable to the Company or to
any Member for any losses or damages suffered by them, except as the result of
the Manager’s fraud, deceit, gross negligence, reckless or intentional
misconduct, embezzlement, breach of fiduciary duty, knowing violation of law or
breach of this Agreement or any other obligations of the Manager hereunder
(whether committed knowingly, negligently or otherwise) or as a result of an act
from which the Manager derives an improper personal benefit.

       

      
        
          
          

        

        
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      (e) Removal of
Manager.  The Manager may be removed or replaced by holders of
all of the Preferred Units at any time or from time to time, without liability
to the Company or any of its Members, for fraud, deceit, gross negligence,
reckless or intentional misconduct, embezzlement, breach of a fiduciary duty, a
material violation of law or a breach of this Agreement, any act from which the
Manager derives an improper personal benefit, a breach of the Manager’s
obligations hereunder (which shall include, without limitation, taking any
action not authorized under this Agreement), the Manager’s failure to operate
the Company within the budgetary guidelines established by the Board and such
failure has a material adverse effect on the Company, the inability of Richard
Palmer or his assignee to render services on behalf of the Manager and the
failure of GCE to obtain a replacement acceptable to the holders of the
Preferred Units within thirty (30) days, or a dissolution, merger, liquidation
or bankruptcy of the Manager.  If the Manager is so removed or
replaced, the Preferred Members shall have the right under Section 5.3 to
purchase the Common Units and all of the Membership Interest owned by the
Manager or to require the Manager to purchase all of the Units and Membership
Interests held by the Resnick Trust and the Zilkha Members.

       

      5.3 Buy-Sell Rights Upon Removal
of GCE as Manager.

       

      (a) Buy-Sell
Right.  If GCE is removed as the Manager pursuant to Section
5.2(e), then the Preferred Members may, at any time within ninety (90) calendar
days after such removal, elect to either purchase the Membership Interest of GCE
or to sell the Membership Interests of the Resnick Trust and the Zilkha Members
to GCE upon the terms and conditions set forth herein; provided that such
election by the Preferred Members shall not give rise to any purchase right
afforded to GCE pursuant to Section 7.  To exercise such right, the
Preferred Members shall deliver written notice to GCE of their intention to
exercise such right; provided, however, that the Preferred Members shall not be
required to state in such notice whether they have elected to sell the
Membership Interests of the Resnick Trust and the Zilkha Members to GCE or to
purchase the Membership Interest of GCE.

       

      (b) Suspension of Exercise of
Buy-Sell Right.  If GCE disputes the basis for its removal as
the Manager pursuant to Section 5.2(e), GCE shall initiate an arbitration
proceeding pursuant to Section 13.3 no later than 110 days following such
removal.  The failure to so initiate such proceeding during such
period, or the termination of such proceeding by GCE, shall constitute an
irrevocable waiver and release by GCE of, and an absolute bar against the
exercise by GCE of, any right, remedy, or claim regarding its removal as the
Manager.  If an arbitration proceeding is so initiated within such
period, then the exercise of the rights under this Section 5.3 shall be
suspended until the earlier of the termination or dismissal of the proceeding or
the rendering of a decision by the arbitrator.  If the arbitrator
finds that the removal of the Manager was not in accordance with Section 5.2(e),
then any exercise of the rights under Section 5.3 with respect to such removal
shall be considered void and of no force or effect.

       

      (c) Determination of Fair Market
Value of the Company.  If the Members are unable to agree upon
a purchase price for the respective Membership Interests within thirty (30)
calendar days following the delivery of the notice of exercise (or if an
arbitration proceeding as to the removal is initiated by GCE pursuant to
Section 5.3(b), within thirty (30) calendar days following the termination
or dismissal of such proceeding or the rendering of a decision by the
arbitrator), they shall within the next thirty (30) calendar days agree upon the
selection of an appraiser to value the Fair Market Value of the Company as of the
date of removal (or other repurchase event).  If no agreement can be
reached as to the selection of an appraiser, the Preferred Members shall
promptly choose one appraiser by notice to GCE and GCE shall promptly choose one
appraiser by notice to the Preferred Members; provided, however, that all
appraisers selected by the parties shall be reasonably experienced in valuing
interests in businesses similar to the business then conducted by the
Company.  Each appraiser shall, within twenty (20) calendar days after
his or her appointment, prepare an appraisal of the Fair Market Value of the
Company as of the date of removal (or other repurchase event).  In
making the appraisal, the appraisers shall be obligated to take into account the
value of comparable companies if known, and the present value of future cash
flows to be derived from the existing assets of the Company and its
Subsidiaries.  The arithmetic average of the two appraisals shall be
the Fair Market Value of the Company.

       

      
        
          
          

        

        
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      If either
GCE or the Preferred Members fail to appoint an appraiser within thirty (30)
calendar days after the lapse of the initial thirty (30) calendar day period
referred to above, then the appraiser appointed by the party which does appoint
an appraiser shall alone determine the Fair Market Value of the
Company as of the date of removal (or other repurchase event), and its appraisal
shall govern.  Each party shall compensate the appraiser appointed by
that party.

       

      (d) Applicable Purchase
Price.  Within thirty (30) calendar days of such determination
of the Fair Market Value of the Company, the Company’s accountants shall prepare
a schedule setting forth the amounts that would be distributed to each of the
Members on the assumption that the Company completes a sale of its assets for,
and receives cash equal to, such Fair Market Value as of the date of the notice,
pays all outstanding obligations and customary closing and transaction costs
that would have been likely to have been incurred if the Company was sold for
such Fair Market Value, dissolves and then distributes the remaining balance to
the Members in accordance with the terms of this Agreement.  The
amount that would be so distributed to each such Member shall be the purchase
price (the “Applicable
Purchase Price”) for such Member’s Membership Interest under this
Section.

       

      (e) Election. Within ten
(10) calendar days of the determination of such Applicable Purchase Price, the
Preferred Members shall notify GCE in writing as to whether they elect to
purchase GCE’s Membership Interest, or elect to require GCE to purchase the
Membership Interests of the Resnick Trust and the Zilkha Members, for the
Applicable Purchase Price; provided, however, that, notwithstanding anything to
the contrary set forth in this Agreement: (i) the Applicable Purchase Price
payable by any Member hereunder shall be reduced by an amount equal to all
indebtedness then owed by the selling Member to that purchaser (without regard
to whether or not such indebtedness is then due and payable in whole or in
part); (ii) if GCE’s Membership Interest is being purchased as a result of
a breach of this Agreement by GCE, the Applicable Purchase Price payable by any
Preferred Member hereunder shall be reduced by an amount equal to the damages
suffered by that purchaser as a result of the breach; (iii) if at least
five (5) Business Days prior to the Closing, GCE initiates an arbitration
proceeding pursuant to Section 13.3 with respect to the amount of damages,
then instead of withholding the amount of the damages from the payment of the
purchase price, the Preferred Members shall at the Closing deposit the amount of
the reduction for damages in an escrow which shall provide for the release of
the funds to the Preferred Members if the arbitration is dismissed or terminated
or otherwise in accordance with the findings of the arbitrator, and for all
interest and earnings on such funds to be paid to the Preferred Members, and
(iv) if the Preferred Members elect to require GCE to purchase the Membership
Interests of the Resnick Trust and the Zilkha Members, then GCE must also cause
AGC to pay to the Resnick Trust and the Zilkha Trust at the Closing all
principal, accrued interest and other amounts payable under the Land Acquisition
Loans; provided, however, if within ten (10) Business Days of the delivery of
the notice from the Preferred Members, GCE provides written notice to the
Preferred Members that the board of directors of GCE has made a good faith
determination that GCE is unable to pay, or finance the payment of, the
Applicable Purchase Price and cause AGC to pay to the Resnick Trust and the
Zilkha Trust at the Closing all principal, accrued interest and other amounts
payable under the Land Acquisition Loans, then the Preferred Members may elect
to (A) dissolve the Company, (B) instead purchase the Membership Interests of
GCE for the Applicable Purchase Price, or (C) cancel the exercise of its
buy-sell rights under this Section 5.3, and any election by the Preferred
Members shall be without prejudice to any right or remedy of the Preferred
Members with respect to GCE.

       

      
        
          
          

        

        
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      5.4 Transactions between the
Company and the Manager or its Affiliates.  Subject to the
terms and provisions of this Agreement, the Manager may provide, or cause the
Company to engage one or more of its Affiliates to provide, any or all goods
and/or services required by the Company or its Subsidiaries in the conduct of
its business, provided that the Manager has first notified each of the Board
Members in writing that the Manager or any of its Affiliates may be providing
such goods and/or services to the Company or its Subsidiaries and the Board has
approved the terms and conditions of any such engagement or the Budget expressly
approved by the Board contains a line-item reflecting payments to the Manager or
its Affiliates for such good or services.

       

      5.5 Officers of the
Company.

       

      (a) Appointment of
Officers.  The Manager may, at its discretion, appoint officers
of the Company at any time to conduct, or to assist the Manager in the conduct
of, the day-to-day business and affairs of the Company.  The officers
of the Company may include a Chairperson, a President or Chief Executive
Officer, one or more Senior Vice Presidents, one or more Vice Presidents, a
Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a
Treasurer, one or more Assistant Treasurers and a Comptroller.  The
officers shall serve at the pleasure of the Manager, subject to all rights, if
any, of an officer under any contract of employment; provided, however, that the
Manager shall not enter into any employment agreement with an officer without
the prior approval of the Board.  Any individual may hold any number
of offices.  If a Manager is not an individual, that Manager’s
officers may serve as officers of the Company if appointed by the
Manager.  The officers shall exercise such powers and perform such
duties as are typically exercised by similarly titled officers in a corporation
and as shall be determined from time to time by the Manager, but subject in all
instances to the supervision and control of the Manager.

       

      
        
          
          

        

        
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      (b) Signing Authority of
Officers.  The officers, if any, shall have such authority to
sign checks, instruments and other documents on behalf of the Company as may be
delegated to them by the Manager.

       

      5.6 Limitations on Power of
Manager and Officers.  Notwithstanding any other provision of
this Agreement, however, neither the Manager nor any officer of the Company or
any of its Subsidiaries shall have any power or authority to approve or cause
the Company or any of its Subsidiaries to engage in any of the following,
without first obtaining the unanimous vote or written consent of all Board
Members:

       

      (a)
entering into any contract with a supplier, customer, or partner that imposes
material restrictions or limitations on the conduct of the Company or a
Subsidiary such as, but not limited to, exclusivity provisions and non-compete
provisions;

       

      (b)
entering into any contract that may restrict the payment of the Preferred
Return;

       

      (c) any
borrowing of money (it being acknowledged that incurring customary trade
payables in the ordinary course of business which when incurred are expected to
be paid when due shall not be considered “the borrowing of money”), other than
pursuant to Section 3.2, which, after giving effect to the borrowing, causes the
Company or a Subsidiary to have more than $25,000 in principal amount of
borrowings outstanding;

       

      (d) any
loan by the Company or a Subsidiary to any Person, any guaranty by the Company
or a Subsidiary of any other Person’s obligations or any investment by the
Company or a Subsidiary in the business of any other Person;

       

      (e) any
transaction between the Company or a Subsidiary and a Member or Manager or any
Affiliate of a Member or Manager, or any transaction between the Company or a
Subsidiary and any Person in which a Member or Manager or any Affiliate of a
Member or Manager has a material financial interest;

       

      (f) any
act which would make it impossible to carry on the ordinary business of the
Company or a Subsidiary;

       

      (g) the
formation by the Company or a Subsidiary of any Subsidiary;

       

      (h) the
formation of any joint venture or any investment by the Company or a Subsidiary
in another Person; or

       

      (i) any
other act for which the approval of the Board is required under this
Agreement.

       

      
        
          
          

        

        
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      5.7 Competing
Activities.  No Manager, Board Member or Member shall be
obligated to present any prospective project, business venture, investment
opportunity or economic advantage to the Company or any other Members, even if
the opportunity is one of the character that, if presented to the Company or the
other Members, could be taken by the Company or the other Members, and each
Member shall have the right to hold any such prospective project, business
venture, investment opportunity or economic advantage for its own account or to
recommend the same to Persons other than the Company or the other
Members.  The Manager, Board Member, Members and their respective
officers, directors, shareholders, partners, members, managers, agents,
employees and Affiliates may engage or invest in, independently or with others,
any business activity of any type or description, including without limitation
those that might be the same as or similar to the Company’s business and that
might be in direct or indirect competition with the Company.  Neither
the Company nor the other Members shall have the right in or to such other
ventures or activities or to the income or proceeds derived
therefrom.

       

      5.8 Intellectual
Property.

       

      (a) Company Intellectual
Property.  The Company shall, directly or indirectly through
Subsidiaries, own all of the rights and assets of the Project, including, but
not limited to land, equipment, seed procurement contracts, Jatropha oil
off-take contracts, biomass sales and/or carbon credit sales agreements, as well
as all intellectual property, whether patentable or not, created, developed,
discovered, invented or acquired by the Company or any of its Subsidiaries
relating to the Project. Any intellectual property created, developed,
discovered or invented by GCE or its Affiliates or employees in connection with
the performance of duties by or on behalf of GCE under this Agreement shall be
considered developed by the Company and shall belong to the
Company.  GCE or its Affiliates or employees shall execute such
intellectual property assignment documents as may be necessary from time to time
to vest the Company with title to all such intellectual property
rights.  Each Member shall have a non-transferable, non-exclusive,
perpetual, non-sublicenseable (other than to the Member’s Affiliates)
royalty-free license to use any intellectual property rights owned by the
Company, which license shall survive the termination of a Member’s Membership
Interest or a dissolution of the Company.

       

      (b) Member Intellectual
Property. The Members acknowledge that, absent a separate written
agreement between the Company and any of its Members, the Company shall have no
rights to any intellectual property created, developed, discovered, invented or
acquired by any of the Members or any intellectual property of another Person
(other than the Company) which is used by such Member with the consent of such
Person (any such intellectual property is referred to as “Member IP”) without
regard to whether any Member IP may be similar to intellectual property
developed by the Company or its Subsidiaries.  Member IP shall remain
the property of the applicable Member and not the Company, notwithstanding that
a Member may license or otherwise permit the Company to use Member
IP.  Any Member IP provided by a Member to the Company for its use may
be used by the Company on a royalty free basis.

       

      
        
          
          

        

        
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      5.9 Payments to the Manager and
Others.  The Company is authorized to pay any Person
remuneration or reimbursement for goods and services provided to the Company;
provided, however, that the Manager and its Affiliates shall be entitled to
receive only the following remuneration or reimbursement:

       

      (a) No Management
Fee.  The Manager shall not be entitled to any management fee
or other compensation for its services as the Manager.

       

      (b) Services Performed by
Members or Affiliates.  The Company shall pay the Members and
their Affiliates for services rendered or goods provided by them to the Company
to the extent that those Members or Affiliates are not required to render such
services or goods themselves without charge to the Company, and to the extent
that the fees paid to those Members or Affiliates do not exceed the fees that
would be payable to independent responsible third parties that are willing to
perform those services or provide those goods; provided, however, that in the
case of the Manager or its Affiliates, the payment of such fees also is
authorized under Section 5.4.

       

      (c) Expenses.  Subject
to Section 5.10, the Company shall reimburse the Manager, Members and their
respective Affiliates for all reasonable out-of-pocket costs and expenses
incurred by them in connection with the business and affairs of the Company, as
well as organizational expenses incurred by them to form the Company and to
prepare the Certificate of Formation; provided, however, that (i) such
costs and expenses are consistent with the Budget approved by the Board,
(ii) the Company shall pay, or reimburse the Resnick Trust and the Zilkha
Trust for the payment of, any legal and accounting fees incurred by them in
connection with the preparation and negotiation of this Agreement, but GCE shall
be solely responsible for the payment of its legal and accounting fees,
(iii) GCE shall be solely responsible for the payment of any broker’s,
finders or comparable fees and costs relating to the formation, structuring and
initial funding of the Company or the acquisition of any land by the Company or
any Subsidiary, and (iv) unless expressly approved by the Board or in the Budget
approved by the Board, the Manager and its Affiliates shall not be reimbursed by
the Company for (A) any salaries, compensation or fringe benefits of directors,
officers or employees of the Manager or their Affiliates or (B) any overhead
expenses of the Manager or its Affiliates including, without limitation, rent
and general office expenses.

       

      5.10
GCE Obligations for
Public Company Compliance.  GCE represents and warrants to the
other Members that it is a publicly held company and that GCE presently intends
to consolidate the financial results of the Company with its financial results
and that of its Subsidiaries.  GCE acknowledges that (a) as a publicly
held company, GCE may need the financial results of the Company to be audited
and/or to institute accounting or operating procedures or controls to satisfy
applicable laws, rules, regulations or listing requirements, and (b) if GCE were
not a publicly held company, the Company would not incur costs with respect to
an audit or such procedures or controls.  GCE agrees that GCE shall be
solely responsible for, and shall pay directly, any audit costs, costs of
establishing any such accounting procedures or controls and any other costs
which the Company would not otherwise incur but for such laws, rules,
regulations or listing requirements; provided, however, that to the extent that
such costs are not capable of being paid directly by GCE, GCE shall promptly
reimburse the Company for such costs.  By way of example only, if an
employee of the Company spends 50% of his time with respect to monitoring or
complying with such procedures or controls, the Company would pay the employee
his or her customary compensation and GCE would reimburse the Company for 50% of
the cost thereof (including all the cost of all related benefits and
taxes).

       

      
        
          
          

        

        
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      ARTICLE
VI

       

      ALLOCATIONS
OF NET PROFITS, NET LOSSES AND DISTRIBUTIONS

       

      6.1 Minimum Gain
Chargeback.  In the event that there is a net decrease in the
Company Minimum Gain during any taxable year, the minimum gain chargeback
described in Sections 1.704-2(f) and (g) of the Treasury Regulations shall
apply.

       

      6.2 Member Minimum Gain
Chargeback.  If during any taxable year there is a net decrease
in Member Minimum Gain, the partner minimum gain chargeback described in Section
1.704-2(i)(4) of the Treasury Regulations shall apply.

       

      6.3 Qualified Income
Offset.  Any Member who unexpectedly receives an adjustment,
allocation or Distribution described in subparagraphs (4), (5) or (6) of Section
1.704-1(b)(2)(ii)(d) of the Treasury
Regulations, which adjustment, allocation or distribution creates or increases a
deficit balance in that Member’s Capital Account, shall be allocated items of
“book” income and gain in accordance with the provisions of the “qualified
income offset” as described in Section 1.704-1(b)(2)(ii)(d) of the Treasury
Regulations.

       

      6.4 Nonrecourse
Deductions.  Nonrecourse Deductions shall be allocated to the
Members in proportion to their Percentage Interests.

       

      6.5 Member Nonrecourse
Deductions.  Member Nonrecourse Deductions shall be allocated
to the Members as required in Section 1.704-2(i)(1) of the Treasury Regulations
in accordance with the manner in which the Members bear the burden of an
Economic Risk of Loss corresponding to the Member Nonrecourse
Deductions.

       

      6.6 Income from Exculpatory
Liabilities.  Any allocations of items of “book” income or gain
attributable to an Exculpatory Liability as contemplated by Part V.B of Treasury
Decision 8385, 56 Federal Register 66978-66995 (December 27, 1991), shall be
allocated to the Members who have received prior allocations of “book”
deductions and losses allocable to the Exculpatory Liability, in accordance with
the ratio of such prior allocations of “book” deductions and losses that have
not been previously charged back by this Section 6.6.

       

      6.7 Losses from Exculpatory
Liabilities.  Any allocations of items of “book” loss or
deduction attributable to an Exculpatory Liability as contemplated by Part V.B
of Treasury Decision 8385, 56 Federal Register 66978-66995 (December 27, 1991),
shall be allocated to the Members in accordance with their Percentage
Interests.

       

      
        
          
          

        

        
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      6.8 Allocation of Net
Profits.  The Net Profits for each fiscal period of the Company
shall be allocated to the Members in accordance with the following order of
priority:

       

      (a)
first, to those Members with negative Adjusted Capital Accounts, among them in
proportion to the ratio of the negative balances in their Adjusted Capital
Accounts, until no Member has a negative Adjusted Capital Account;

       

      (b)
second, to those Members whose Adjusted Capital Contributions are in excess of
their Adjusted Capital Accounts, among them in accordance with the ratio of
these excesses, until all of these excesses have been eliminated;

       

      (c)
third, to those Members for whom the sum of their Adjusted Capital Contributions
and their Unpaid Preferred Returns are in excess of their Adjusted Capital
Accounts, among them in accordance with the ratio of these excesses, until all
of these excesses have been eliminated; and

       

      (d)
finally, to the Members in proportion to their Percentage
Interests.

       

      6.9 Allocation of Net
Losses.  Net Losses for each fiscal period of the Company shall
be allocated to the Members:

       

      (a)
first, to those Members whose Adjusted Capital Accounts are in excess of the sum
of their Adjusted Capital Contributions and their Unpaid Preferred Returns,
among them in accordance with the ratio of these excesses, until all of these
excesses have been eliminated.

       

      (b)
second, to those Members whose Adjusted Capital Accounts are in excess of their
Adjusted Capital Contributions, among them in accordance with the ratio of these
excesses, until all of these excesses have been eliminated; and

       

      (c)
third, to those Members whose Adjusted Capital Accounts are greater than zero,
among them in accordance with the ratio of their positive Adjusted Capital
Account balances, until no Member has a positive Adjusted Capital
Account.

       

      6.10
Distribution of Assets
by the Company.  Subject to applicable law and any limitations
contained elsewhere in this Agreement, the Board (and only the Board) may elect
from time to time to cause the Company to distribute Distributable Cash to the
Members, which Distributions shall be in the following order of
priority:

       

      (a)
first, to the Members with Unpaid Preferred Returns, in proportion to their
Unpaid Preferred Return until each Member’s Unpaid Preferred Return has been
reduced to zero;

       

      (b)
second, to those Members with positive Adjusted Capital Contributions, in
proportion to their positive Adjusted Capital Contributions, until each Member’s
Adjusted Capital Contribution has been reduced to zero; and

       

      
        
          
          

        

        
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      (c)
third, to the Members in proportion to their Percentage Interests.

       

      6.11
Allocation of Net
Profits and Losses in Respect of a Transferred Interest.  If
any Membership Interest is Transferred or is increased or decreased by reason of
the admission of a new Member or otherwise during any Fiscal Year, the varying
interests rule shall be applied to allocate each item of income, gain, loss, and
deduction on a pro rata basis based on the percentage that the number of days
before the increase and decrease (including the day of increase or decrease)
constitutes as a percentage of the number of days during the year.

       

      6.12
Tax Allocation
Matters.

       

      (a) Contributed or Revalued
Property.  Each Member’s allocable share of the taxable income
or loss of the Company, depreciation, depletion, amortization and gain or loss
with respect to any contributed property, or with respect to revalued property
where the Company’s property is revalued pursuant to Paragraph (b)(2)(iv)(f) of
Section 1.704-1 of the Treasury Regulations, shall be determined in
accordance with the “traditional method” as set forth in Section 1.704-3(b)
of the Treasury Regulations.

       

      (b) Recapture
Items.  In the event that the Company has taxable income that
is characterized as ordinary income under the recapture provisions of the Code,
then Sections 1.1245-1(e) and 1.1250-1(f) of the Treasury Regulations shall
apply, and in the event that the Company has taxable income that is
characterized as “unrecaptured Section 1250 gain” under Section 1(h)(6) of the
Code, then the principles of such Treasury Regulations shall apply.

       

      6.13
Order of
Application.  To the extent that any allocation, Distribution
or adjustment specified in any of the preceding Sections of this ARTICLE VI
affects the results of any other allocation, Distribution or adjustment required
herein, the allocations, Distributions and adjustments specified in the
following Sections shall be made in the priority listed:

       

      (a)
Section 6.10.

       

      (b)
Section 6.1.

       

      (c)
Section 6.2.

       

      (d)
Section 6.3.

       

      (e)
Section 6.4.

       

      (f)
Section 6.5.

       

      (g)
Section 6.6.

       

      (h)
Section 6.7.

       

      
        
          
          

        

        
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      (i)
Section 6.8.

       

      (j)
Section 6.9.

       

      (k)
Section 10.5.

       

      These
provisions shall be applied as if all Distributions and allocations were made at
the end of the Company’s Fiscal Year.  Where any provision depends on
the Capital Account of any Member, that Capital Account shall be determined
after the operation of all preceding provisions for the Fiscal
Year.

       

      6.14
Allocation of
Liabilities.  Each Member’s interest in “partnership” profits
for purposes of determining that Member’s share of “excess nonrecourse
liabilities” of the Company as used in Section 1.752-3(a)(3) of the Treasury
Regulations, shall be equal to that Member’s Percentage Interest.

       

      6.15
Form of
Distribution.  Except as provided in Section 10.3, no
Member, regardless of the nature of its Capital Contribution, has the right to
demand and receive any Distribution from the Company in any form other than
money unless it is approved by the Board. No Member may be compelled to accept
from the Company a Distribution of any asset in kind in lieu of a proportionate
Distribution of money being made to other Member(s), and except upon a
dissolution and the winding up of the Company, no Member may be compelled to
accept a Distribution of any asset in kind.

       

      ARTICLE
VII

       

      TRANSFER
OF INTERESTS

       

      7.1 Transfer of
Interests.  Except as permitted in Section 5.3 and this ARTICLE
VII, no Member or holder of an Economic Interest shall be entitled to Transfer
all or any part of its Membership Interest or Economic Interest except with the
prior written consent of all Members, which consent may be given or withheld,
conditioned or delayed (as allowed by this Agreement or the Act) as such Members
may determine in their sole and absolute discretion.  Any attempted
Transfer in violation of this Article VII shall be null and void ab initio, and
the transferee shall not become a Member or holder of an Economic
Interest.  If, for any reason, a court refuses to enforce the
foregoing provision then, upon any such Transfer of a Membership Interest or
part thereof in violation of this ARTICLE VII, the transferee shall only be
entitled to become a holder of an Economic Interest to the extent of the
Membership Interest attempted or purported to be Transferred to it in violation
of this Agreement.  After the consummation of any permitted Transfer
of all or any part of a Membership Interest, the Membership Interest so
Transferred shall continue to be subject to the terms and provisions of this
Agreement, and any further Transfers shall be required to comply with the terms
and provisions of this Agreement.

       

      7.2 Permitted
Transfers.  Notwithstanding anything to the contrary contained
herein and subject to compliance with Section 7.3 below, a Member may transfer
all, but not part, of its Membership Interest or Economic Interest (a) upon the
death of such Member or the trustee(s) of such Member, to the respective heirs,
executors, administrators, testamentary trustees, legatees or beneficiaries of
such Member or trustee(s) of such Member or to a trust created under such
trustee(s) will, or (b) to one of its Affiliates or to a trust, foundation or
another entity that is created pursuant to the estate planning of a Member or
the trustee(s) of a Member.  In addition, the Zilkha Members and the
Resnick Trust can Transfer its Membership Interest to the other at any
time.

       

      
        
          
          

        

        
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      7.3 Admission of
Transferee.  Notwithstanding anything in this Agreement to the
contrary, no transferee of the whole or any part of a Membership Interest shall
become a substituted Member in the place of its transferor unless all of the
following conditions are satisfied:

       

      (a) The
Transferring Member and the transferee execute and acknowledge such other
instrument or instruments as the other Members may deem necessary or desirable
to effectuate the admission, including the written acceptance and adoption by
the transferee of all of the terms and conditions of this Agreement as the same
may have been amended, and the spouse or registered domestic partner, if any, of
the transferee executes and delivers to the Manager a Consent substantially in
the form of Exhibit
E; and

       

      (b) The
transferee pays to the Company a transfer fee which is sufficient, in the
reasonable discretion of the other Members, to cover all expenses incurred by
the Company in connection with the Transfer and substitution.

       

      7.4 Further Restrictions on
Transfers.  In addition to any other restrictions found in this
Agreement, no Member may Transfer its Membership Interest or any part thereof:
(a) without compliance with the Securities Act of 1933, the California
Corporate Securities Law of 1968 and any other applicable securities laws, or
(b) if the Transfer could result in the termination of the Company for federal
or state income tax purposes or the Company not being classified as a
partnership for federal or state income tax purposes.  In addition,
GCE cannot elect to purchase Membership Interests pursuant to Section 7.6(a) or
7.7 unless it is able to cause AGC to pay to the Resnick Trust and the Zilkha
Trust at the Closing all principal, accrued interest and other amounts payable
under the Land Acquisition Loans.

       

      7.5 Member Transfer
Rights.

       

      (a) Resnick Trust and Zilkha
Members Transfer Rights.  Except as permitted by Section 7.2,
if the Resnick Trust desires to Transfer all or any part of its Membership
Interest, it must first offer such Membership Interests to the Zilkha Trust in
accordance with the procedures set forth in Section 7.6(a).  If any
Zilkha Member desires to transfer all or all or any part of its Membership
Interest (the “Zilkha
Transferor”), it must first offer such Membership Interest to the Resnick
Trust in accordance with the procedures set forth in Section
7.6(a).  If the Resnick Trust or the Zilkha Trust, as applicable, does
not exercise its right to purchase such offered Membership Interest, the Resnick
Trust or the Zilkha Transferor, as applicable, must then offer such Membership
Interest to GCE in accordance with the procedures set forth in Section
7.6(a).

       

      
        
          
          

        

        
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      (b) GCE Transfer
Rights.  Except as permitted by Section 7.2, GCE may not
Transfer all or any part of its Membership Interest for the three year period
following the date hereof.  After the third anniversary of the date
hereof, if GCE desires to Transfer all or any part of its Membership Interest,
GCE must first offer such Membership Interest to the other Members in accordance
with the procedures set forth in Section 7.6(b).

       

      7.6 Member Transfer
Procedures.

       

      (a) Resnick Trust and Zilkha
Members Transfer Procedures.  If the Resnick Trust or a Zilkha
Transferor desires to Transfer all or any part of its Membership Interests (the
“Transferring
Member”) to a third party under Section 7.5(a) above, then the
Transferring Member shall give written notice to the Zilkha Trust or the Resnick
Trust, as applicable (the “Non-Transferring
Member”), which notice shall (i) if the Transfer is pursuant to a Bona
Fide Offer, set forth the terms of such Bona Fide Offer and the identity of the
offeror(s) (the “ROFR
Notice”) or (ii) if the Transfer is not pursuant to a Bona Fide Offer,
set forth the offered Membership Interest and the cash price and other terms
upon which it proposes to Transfer such offered Membership Interest (the “ROFO
Notice”).  The Non-Transferring Member shall have ten (10)
calendar days from the date of receipt of the ROFR Notice or ROFO Notice, as
applicable, to notify the Transferring Member in writing whether the
Non-Transferring Member agrees to purchase all of such offered Membership
Interests upon the terms specified in the ROFR Notice or ROFO Notice, as
applicable.  In the event that the Non-Transferring Member does not
elect to purchase the offered Membership Interests, then the Transferring Member
shall deliver the ROFR Notice or ROFO Notice, as applicable, to GCE and GCE
shall have (10) calendar days following its receipt of such notice to elect to
purchase all, but not part, of the offered Membership Interest upon the terms
specified in the ROFR Notice or ROFO Notice, as applicable.  If GCE
does not elect to purchase all of the offered Membership Interest, then the
Transferring Member may, if otherwise permitted by this Agreement, sell all, but
not part, of the offered Membership Interest to a third party upon the terms set
forth in the ROFR Notice or ROFO Notice, as applicable, within ninety (90)
calendar days after the date of the termination of GCE’s rights under this
Section 7.6(a); provided, however, that the Transferring Member may not sell any
of the offered Membership Interest to any third party or GCE on terms which are
more favorable than those offered to the Non-Transferring Member under a ROFR
Notice or ROFO Notice, as applicable, without again complying with the
provisions of this Section 7.6(a).

       

      (b) GCE Transfer
Procedures.  If GCE desires to Transfer all or any part of its
Membership Interest to a third party under Section 7.5(b) above (i) pursuant to
a Bona Fide Offer, GCE shall give written notice to the other Members (the
“Resnick/Zilkha
Members”), setting forth in full the terms of such Bona Fide Offer and
the identity of the offeror(s) (“GCE ROFR Notice”) or
(ii) not pursuant to a Bona Fide Offer, GCE shall give written notice to the
Resnick/Zilkha Members, setting forth the offered Membership Interest and the
cash price and other terms upon which GCE proposes to Transfer such offered
Membership Interest (the “GCE ROFO
Notice”).  The Resnick/Zilkha Members shall then have the right
and option, for a period ending ten (10) calendar days following its receipt of
the GCE ROFR Notice or GCE ROFO Notice, as applicable, to elect to purchase all,
but not part, of the offered Membership Interest, pro rata in accordance with
the ratio of their Percentage Interests, at the purchase price and upon the
terms specified in the GCE ROFR Notice or GCE ROFO Notice, as
applicable.  If all the Resnick/Zilkha Members do not elect to
purchase the entire balance of the offered Membership Interest, then the
Resnick/Zilkha Members electing to purchase shall have the right and option, for
a period of ten (10) calendar days thereafter and pro rata in accordance with
the ratio of their Units, to elect to purchase the balance of the offered
Membership Interest available for purchase.  If the Resnick/Zilkha
Members do not elect to purchase all of the offered Membership Interest, the
Resnick/Zilkha Members shall not have a right to purchase the offered Membership
Interest and GCE may, if otherwise permitted under this Agreement, Transfer all,
but not part of, the offered Membership Interest to a third party upon the terms
set forth in the GCE ROFR Notice or GCE ROFO Notice, as applicable, within
ninety (90) calendar days after the date of the termination of the
Resnick/Zilkha Members’ rights under this Section 7.6(b); provided, however,
that GCE may not sell any of the offered Membership Interest to any third party
on terms which are more favorable than those offered to the Resnick/Zilkha
Members under the GCE ROFR Notice or GCE ROFO Notice, as applicable, without
again complying with the provisions of this Section 7.6(b).

       

      
        
          
          

        

        
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      7.7 Reciprocal Right to Purchase
Membership Interests.

       

      (a) Initiation of Purchase
Offer.  At any time after the third anniversary of the date
hereof, either all of the Zilkha Members and the Resnick Trust collectively or
GCE (the “Offering
Member(s)”) may notify the other (the “Other Member(s)”) by
written notice (the “Notice”) that the
Offering Member(s) elects to purchase all, but not less than all, of the
Membership Interest owned by the Other Member(s) specifying in the Notice the
purchase price at which the Offering Member(s) elects to purchase such
Membership Interest for cash (the “Purchase
Price”).

       

      (b) Option in Favor of Other
Member(s).  Immediately upon its receipt of the Notice and for
a period of thirty (30) calendar days thereafter, the Other Member(s) shall have
an option to purchase all, but not less than all, of the Membership Interest
owned by the Offering Member(s) at the Purchase Price.  If, within
such thirty (30) calendar day period, the Other Member(s) notifies the Offering
Member(s) in writing that it elects to exercise its option to purchase all of
the Membership Interest owned by the Offering Member(s), as aforesaid, the
Offering Member(s) shall be obligated to sell all of said Membership Interest to
the Other Member(s), and the Other Member(s) shall be obligated to purchase all
of said Membership Interest, at the Purchase Price.

       

      (c) Non-Exercise of Reciprocal
Option.  If, within such thirty (30) calendar day period, the
Other Member(s) does not notify the Offering Member(s) in writing that it elects
to exercise its option to purchase all of the Membership Interest owned by the
Offering Member(s), as aforesaid, the Offering Member(s) shall purchase all of
the Membership Interest owned by the Other Member(s), and the Other Member(s)
shall sell all of said Membership Interest to the Offering Member(s), for the
Purchase Price.

       

      
        
          
          

        

        
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      (d) No
Challenge.  Each of the Members agrees to be bound by and to
sell its Membership Interest in accordance with this Section 7.7 and
specifically waives any rights to challenge or otherwise contest the sufficiency
or adequacy of the consideration to be paid for such Membership Interest
pursuant to this Section 7.7.

       

      7.8 Consummation of
Sale.  Unless the parties involved mutually agree otherwise,
delivery to the selling Member and the purchasing Members of the Membership
Interest to be sold to a Member under this ARTICLE VII or Section 5.3 and
payment of the purchase price therefor shall take place at a closing (the “Closing”) to be held
at the principal office of the Company at 10:00 a.m. within thirty (30)
calendar days following the election to purchase or sell pursuant to
Section 5.3, 7.6, or 7.7, or, if later, the determination of the applicable
purchase price.  At the Closing, (a) the transferring Member shall
deliver to the purchasing Members a bill of sale and assignment effecting the
transfer of the Membership Interest to be sold, in form and substance
satisfactory to the purchasing Members, and shall deliver, in addition, any
other documents reasonably requested by the purchasing Members to effectuate the
purposes of this Agreement, (b) the purchasing Members shall pay the purchase
price in immediately available funds and, (c) if the transferring Members are
the Resnick Trust or the Zilkha Members, AGC shall pay in full to the Resnick
Trust and the Zilkha Trust all principal, accrued interest and other amounts
payable under the Land Acquisition Loans.  Subject to the foregoing,
title to the Membership Interest shall pass to the purchasing Members as of the
date of the repurchase event free and clear of any liens or
encumbrances.

       

      7.9 Enforcement.  The
Transfer restrictions contained in this Agreement are of the essence of the
ownership of a Membership Interest or an Economic Interest.  Upon
application to any court of competent jurisdiction, either the Company or any of
its Members shall be entitled to a decree against any Person violating or about
to violate such restrictions, requiring their specific performance, including
those requiring a Member to sell all or part of its Membership Interest to the
other Members, requiring a Member to purchase the Membership Interest of other
Members or prohibiting a Transfer of all or part of a Membership
Interest.  No election by a Member to purchase, or not to purchase,
all or any part of an Membership Interest shall affect in any manner the rights
or remedies of the Company or the Members, whether pursuant to this Agreement,
at law or in equity, relating to a breach of this Agreement by the Transferring
Member.

       

      ARTICLE
VIII

       

      CONSEQUENCES
OF MEMBERSHIP TERMINATION EVENTS

       

      8.1 No Dissolution of
Company.  The occurrence of a Membership Termination Event as
to any Member other than the last and only remaining Member shall not dissolve
the Company.  Upon the occurrence of a Membership Termination Event as
to the last and only remaining Member or as otherwise provided by law, the
Company shall dissolve unless the personal representative or other
successor-in-interest of the last and only remaining Member consents in writing
within ninety (90) days of that Membership Termination Event to the continuation
of the Company and to the admission of such personal representative or other
successor-in-interest, or its designee or nominee, as a Member.

       

      
        
          
          

        

        
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      8.2 Admission, Conversion or
Purchase.  Upon the occurrence of a Membership Termination
Event with respect to a Member under circumstances where the Company does not
dissolve, the remaining Members shall determine which one of the following shall
occur and give written notice thereof to the Member who suffered the Membership
Termination Event (the “Former
Member”):

       

      (a) the
Former Member’s personal representative or other successor-in-interest shall be
admitted as a Member of the Company in the place and stead of the Former Member
to the extent of the Former Member’s Membership Interest (the “Former Member’s
Interest”);

       

      (b) the
Former Member’s Interest shall be converted to a bare Economic Interest, and the
Former Member’s representative or other successor-in-interest shall become the
owner of that Economic Interest; or

       

      (c)
Subject to the rights set forth in Article VII, the remaining Members shall
purchase the Former Member’s Interest for a purchase price determined in
accordance with Section 5.3(d).

       

      8.3 Closing of Purchase of
Former Member’s Interest.  The closing of the sale of a Former
Member’s Interest shall be held no later than thirty (30) days after the
determination of the purchase price.  At such closing, the Former
Member or the Former Member’s legal representative shall deliver to the
purchasers a bill of sale and assignment effecting the transfer of the
Membership Interest to be sold, in form and substance satisfactory to the
purchasing Members, and shall deliver, in addition, any other documents
reasonably requested by the purchasing Members to effectuate the purposes of
this Agreement, and the purchasers shall execute and deliver to the Former
Member or the Former Member’s legal representative, a promissory note in the
amount of the purchase price secured by a pledge of the Membership Interest
being purchased.  The promissory note shall provide for thirty-six
(36) equal monthly payments of principal and interest, with interest computed on
a 360 day year and at the then mid-term applicable federal rate provided in the
Code for the month in which the Closing occurs, but the purchasers shall have
the right to prepay in full or in part at any time without
penalty.  The Former Member or the Former Member’s legal
representative and the purchasers shall do all things and execute and deliver
all papers necessary to consummate the transaction in accordance with the
provisions of this Agreement.  Title to the Former Member’s Interest
shall pass to the purchasers as of the date of the Membership Termination
Event.

       

      
        
          
          

        

        
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      ARTICLE
IX

       

      ACCOUNTING,
RECORDS, REPORTING BY MEMBERS

       

      9.1 Books and
Records.  The books and records of the Company shall be kept,
and the financial position and the results of its operations recorded, in
accordance with generally accepted accounting principles.  The books
and records of the Company shall reflect all the Company transactions and shall
be appropriate and adequate for the Company’s business.  Board
Members, and, as long as a Member’s Percentage Interest is at least ten percent
(10%), then such Member and its duly authorized representative, shall have
complete access to all such books and records at any time.

       

      9.2 Bank Accounts; Invested
Funds.  All funds of the Company shall be deposited in such
account or accounts of the Company as may be determined by the Board and
withdrawals may be made upon checks signed by such persons and in such manner as
the Board may determine.  Temporary surplus funds of the Company may
be invested in commercial paper, time deposits, short-term government
obligations or other investments determined by the Board.

       

      9.3 Tax Matters for the Company
Handled by Board and Tax Matters Partner.

       

      (a) Tax
Elections.  The Board shall from time to time cause the Company
to make such tax elections as it deems to be in the best interests of the
Company and the Members.

       

      (b) Designation of Tax Matters
Partner.  GCE shall be the Tax Matters Partner. If no person
shall be serving as Tax Matters Partner, the Person meeting the requirements for
a tax matters partner under Code Section 6231(a)(7) and designated by vote of
Management Committee shall become the Tax Matters Partner. The Tax Matters
Partner may resign upon thirty (30) days’ prior written notice to the other
Members.

       

      (c) Powers. The Tax
Matters Partner has all of the powers and authority of a tax matters partner
under the Code. The Tax Matters Partner shall represent the Company in
connection with all administrative and/or judicial proceedings instituted by the
Internal Revenue Service or any taxing authority involving any tax return of the
Company. This representation shall be at the Company’s expense. The Tax Matters
Partner may expend the Company’s funds for professional services and costs
associated with any administrative and/or judicial proceedings instituted by the
Internal Revenue Service or any taxing authority involving any tax return of the
Company. The Tax Matters Partner shall provide to the Members prompt notice of
any communication to or from or agreements with a federal, state or local taxing
authority regarding any tax return of the Company (including a summary of the
communication).

       

      9.4 Accounting
Matters.  All decisions as to accounting matters shall be made
by the Board; provided, however, that the Board may at any time request the
Manager to provide its recommendation as to any accounting matter.  At
any time or upon request of the Manager, the Board shall review and approve the
accounting procedures that will be implemented by the Manager.

       

      
        
          
          

        

        
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      9.5 Confidentiality.  All
books, records, financial statements, tax returns, budgets, business plans and
projections of the Company, all other information concerning the business,
affairs and properties of the Company and all of the terms and provisions of
this Agreement shall be held in confidence by the Manager, Board Members and the
Members and their respective Affiliates, subject to any obligation to comply
with (a) any applicable law, (b) any rule or regulation of any legal authority
or securities exchange or (c) any subpoena or other legal process to make
information available to the Persons entitled thereto.  Such
confidentiality shall be maintained to the same degree as each Manager. Board
Member and Member maintains its own confidential information and shall be
maintained until such time, if any, as any such confidential information either
is, or becomes, published or a matter of public knowledge.

       

      ARTICLE
X

       

      DISSOLUTION
AND WINDING UP

       

      10.1
Dissolution.  The
Company shall be dissolved, its assets disposed of and its affairs wound up upon
(and only upon) the first to occur of the following:

       

      (a) the
expiration of the term of the Company specified in the Certificate of Formation
or any other event of dissolution specified in the Certificate of
Formation;

       

      (b) the
unanimous vote of the Members;

       

      (c) the
vote of the Preferred Members following their receipt of a written notice from
GCE in accordance with Section 5.3(e) stating GCE’s desire to dissolve the
Company;

       

      (d) the
occurrence of a Membership Termination Event as to the last and only remaining
Member if the Board and that Member’s personal representative or other
successor-in-interest fail to consent to the continuation of the Company in
accordance with Section 8.1 within ninety (90) days after the occurrence of that
event;

       

      (e) the
Company’s Bankruptcy;

       

      (f) the
occurrence of an event which makes it unlawful for the business of the Company
to be continued; or

       

      (g) as
otherwise required by law.

       

      10.2
Date of
Dissolution.  Dissolution of the Company shall be effective on
the day on which the event occurs giving rise to the dissolution, but the
Company shall not terminate until the assets of the Company have been liquidated
and distributed as provided herein.  Notwithstanding the dissolution
of the Company, prior to the termination of the Company the business of the
Company and the rights and obligations of the Members, as such, shall continue
to be governed by this Agreement.

       

      
        
          
          

        

        
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      10.3
Winding
Up.  Upon the occurrence of any event specified in Section
10.1, the Company shall continue solely for the purpose of winding up its
affairs in an orderly manner, liquidating its assets and satisfying the claims
of its creditors.  The Board shall be responsible for overseeing the
winding up and liquidation of the Company, shall take full account of the
liabilities and assets of the Company, shall cause its assets either to be sold
or distributed, as they may determine, and shall cause the proceeds therefrom,
to the extent sufficient, to be applied and distributed as provided in Section
10.5; provided, however, that at the request of the Resnick Trust or the Zilkha
Members, any real property owned directly or indirectly by the Company shall be
distributed in kind to such Members subject to Section 10.4; provided, however,
that if such distribution in kind would result in the Resnick Trust or the
Zilkha Members receiving greater distributions than they would otherwise be
entitled to under Section 10.5, such Members shall refund such excess
distributions in cash to the Company.  The Persons winding up the
affairs of the Company shall give written notice of the commencement of winding
up by mail to all known creditors and claimants whose addresses appear on the
records of the Company.

       

      10.4
Distributions in
Kind.  Any non-cash asset distributed to one or more Members
shall first be valued at its Fair Market Value to determine the Net Profit or
Net Loss that would have resulted if that asset had been sold for that value,
the Net Profit or Net Loss shall then be allocated pursuant to ARTICLE VI, and
the Members’ Capital Accounts shall be adjusted to reflect those allocations.
The amount distributed and charged to the Capital Account of each Member
receiving an interest in the distributed asset shall be the Fair Market Value of
the interest (net of any liability secured by the asset that the Member assumes
or takes subject to).  The Fair Market Value of that asset shall be
determined by the Board.

       

      10.5
Order of Payment of
Proceeds Upon Dissolution.

       

      (a) Liquidating
Distributions.  After determining that all known debts and
liabilities of the Company, including, without limitation, the Land Acquisition
Loans and other debts and liabilities to Members who are creditors of the
Company, have been paid or adequately provided for, the remaining assets shall
promptly be distributed to the Members in accordance with their positive Capital
Account balances, after taking into account income and loss allocations for the
Company’s taxable year during which the liquidation occurs.

       

      (b) No
Liability.  No Member shall have any liability to the Company,
any Member or any creditor of the Company on account of any deficit balance in
its Capital Account.

       

      10.6
Limitations on
Payments Made in Dissolution.  Except as otherwise specifically
provided in this Agreement, each Member shall be entitled to look only to the
assets of the Company for the return of that Member’s positive Capital Account
balance and shall have no recourse for its Capital Contributions and/or share of
Net Profits (upon dissolution or otherwise) against the Manager or any other
Member.

       

      
        
          
          

        

        
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      10.7
Certificate of
Cancellation.  Upon completion of the winding up of the
Company’s affairs, the Board shall cause a Certificate of Cancellation to be
filed with the Delaware Secretary of State.

       

      10.8
Compensation for
Services.  The Persons winding up the affairs of the Company
shall be entitled to reasonable compensation from the Company for their
services.

       

      ARTICLE
XI

       

      INDEMNIFICATION

       

      11.1
Indemnification.  The
Company shall indemnify and hold harmless each of the Members and the Manager,
and each of their respective officers, directors, shareholders, partners,
members, trustees, beneficiaries, employees, agents, heirs, assigns,
successors-in-interest and Affiliates, (collectively, “Indemnified Persons”)
from and against any and all losses, damages, liabilities and expenses,
(including costs and reasonable attorneys’ fees), judgments, fines, settlements
and other amounts (collectively “Liabilities”)
reasonably incurred by any such Indemnified Person in connection with the
defense or disposition of any civil, administrative or investigative action,
suit or other proceeding, whether and whether threatened, pending or completed
(collectively a “Proceeding”), in
which any such Indemnified Person may be involved or with which any such
Indemnified Person may be threatened, with respect to or arising out of any act
performed by the Indemnified Person or any omission or failure to act if the
performance of the act or the omission or failure was done in good faith and
within the scope of the authority conferred upon the Indemnified Person by this
Agreement or by the Act, except for acts of fraud, deceit, reckless or
intentional misconduct, gross negligence, embezzlement, breach of a fiduciary
duty, knowing violations of law, acts which constituted breaches of this
Agreement (whether committed knowingly, negligently or otherwise) or acts from
which such Indemnified Person derived an improper personal
benefit.  The Company’s indemnification obligations hereunder shall
apply not only with respect to any Proceeding brought by the Company or a Member
but also with respect to any Proceeding brought by a third party.  As
a condition to the indemnification and other rights granted to an Indemnified
Person pursuant to this Article, however, that Indemnified Person may not settle
any action, suit or proceeding without the written consent of the
Board.

       

      11.2
Contract Right;
Expenses.  The right to indemnification conferred in this
ARTICLE XI shall be a contract right and shall include the right to require the
Company to advance the expenses incurred by the Indemnified Person in defending
any such Proceeding in advance of its final disposition; provided, however,
that, if the Act so requires, the payment of such expenses in advance of the
final disposition of a Proceeding shall be made only upon receipt by the Company
of an undertaking, by or on behalf of the indemnified Person, to repay all
amounts so advanced if it shall ultimately be determined that such Person is not
entitled to be indemnified under this ARTICLE XI or otherwise.

       

      
        
          
          

        

        
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      11.3
Indemnification of
Officers and Employees.  The Company may, to the extent
authorized from time to time by the Board, grant rights to indemnification and
to advancement of expenses to any officer, employee or agent of the Company to
the fullest extent of the provisions of this ARTICLE XI with respect to the
indemnification and advancement of expenses of Members and the
Manager.

       

      11.4
Insurance.  The
Company may purchase and maintain insurance on behalf of any Person who is or
was an agent of the Company against any liability asserted against that Person
and incurred by that Person in any such capacity or arising out of that Person’s
status as an agent, whether or not the Company would have the power to indemnify
that Person against liability under the provisions of Section 11.1 or under
applicable law.

       

      ARTICLE
XII


       

      INVESTMENT
REPRESENTATIONS

       

      Each
Member represents and warrants to the other Members and the Company as
follows:

       

      12.1
Preexisting
Relationship or Experience.  (a) The Member has a preexisting
personal or business relationship with the Company or its Manager, officers or
control persons or (b) by reason of the Member’s business or financial
experience, or by reason of the business or financial experience of the Member’s
financial advisor who is unaffiliated with and who is not compensated, directly
or indirectly, by the Company or any Affiliate or selling agent of the Company,
the Member is capable of evaluating the risks and merits of an investment in its
Membership Interest and of protecting the Member’s own interests in connection
with the investment.

       

      12.2
Access to
Information. The Member has had an opportunity to review all documents,
records and books pertaining to this investment and has been given the
opportunity to consult with counsel of his or her choice with respect to all
aspects of this investment and the Company’s proposed business
activities.  Such Member has personally met with the Manager and has
been provided with such information as may have been requested and has at all
times been given the opportunity to obtain additional information necessary to
verify the accuracy of the information received and the opportunity to ask
questions of and receive answers from the Manager concerning the terms and
conditions of the investment and the nature and prospects of the Company’s
business.

       

      12.3
Economic
Risk.  The Member is financially able to bear the economic risk
of an investment in its Membership Interest, including the total loss
thereof.

       

      12.4
Investment
Intent.  The Member is acquiring its Membership Interest for
investment purposes and for the Member’s own account only and not with a view
to, or for sale in connection with, any distribution of all or any part of its
Membership Interest.  Except for the partners or members of the
Member, no other Person will have any direct or indirect beneficial interest in,
or right to, its Membership Interest.

       

      
        
          
          

        

        
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      12.5
Consultation with
Attorney.  The Member has been advised to consult with its own
attorney regarding all legal and tax matters concerning an investment in its
Membership Interest and has done so to the extent it considers
necessary.

       

      12.6
Purpose of
Entity.  If the Member is a corporation, partnership, limited
liability company, trust or other entity, it was not organized for the specific
purpose of acquiring its Membership Interest.

       

      12.7
No
Advertising.  The Member has not seen, received or been
solicited by any leaflet, public promotional meeting, newspaper or magazine
article or advertisement, radio or television advertisement or any other form of
advertising or general solicitation with respect to the sale of its Membership
Interest.

       

      12.8
Membership Interest is
Restricted Security.  The Member understands that its
Membership Interest is a “restricted security” under the Securities Act of 1933
in that the Membership Interest will be acquired from the Company in a
transaction not involving a public offering, that its Membership Interest may be
resold without registration under the Securities Act of 1933 only in certain
limited circumstances and that otherwise its Membership Interest must be held
indefinitely.

       

      12.9
No Registration of
Membership Interest.  The Member acknowledges that its
Membership Interest has not been registered under the Securities Act of 1933 or
qualified under any state securities law in reliance, in part, upon its
representations, warranties and agreements herein.

       

      ARTICLE
XIII


       

      MISCELLANEOUS

       

      13.1
Amendments.  No
amendment to this Agreement may be made without the consent of all
Members.  All amendments to this Agreement must be in
writing.

       

      13.2
Offset
Privilege.  Any monetary obligation owing from the Company to
any Member or Manager may be offset by the Company against any monetary
obligation then owing from that Member or Manager to the Company.

       

      13.3
Arbitration.

       

      (a) General.  In
the event of any dispute, claim or controversy among the parties (other than a
claim for equitable relief) arising out of or relating to this Agreement or the
Certificate of Formation, whether in contract, tort, equity or otherwise, and
whether relating to the meaning, interpretation, effect, validity, performance
or enforcement of this Agreement or the Certificate of Formation, such dispute,
claim or controversy shall be resolved by and through an arbitration proceeding
to be conducted under the auspices and the commercial arbitration rules of the
American Arbitration Association (or any like organization successor thereto) at
Los Angeles, California.  The arbitrability of the dispute, claim or
controversy shall likewise be determined in the arbitration.  The
arbitration proceeding shall be conducted in as expedited a manner as is then
permitted by the commercial arbitration rules (formal or informal) of the
American Arbitration Association.  Both the foregoing agreement of the
parties to arbitrate any and all such disputes, claims and controversies, and
the results, determinations, findings, judgments and/or awards rendered through
any such arbitration shall be final and binding on the parties and may be
specifically enforced by legal proceedings in any court of competent
jurisdiction.

       

      
        
          
          

        

        
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      (b) Governing
Law.  The arbitrator(s) shall follow any applicable federal law
and Delaware state law (with respect to all matters of substantive law) in
rendering an award.

       

      (c) Costs of
Arbitration.  The cost of the arbitration proceeding and any
proceeding in court to confirm or to vacate any arbitration award, as applicable
(including, without limitation, each party’s attorneys’ fees and costs), shall
be borne by the unsuccessful party or, at the discretion of the arbitrator(s),
may be prorated between the parties in such proportion as the arbitrator(s)
determines to be equitable and shall be awarded as part of the arbitrator’s
award.

       

      13.4
Remedies
Cumulative.  Except as otherwise provided herein, the remedies
under this Agreement are cumulative and shall not exclude any other remedies to
which any Person may be lawfully entitled.

       

      13.5
Notices.  Any
notice to be given to the Company or any Member in connection with this
Agreement must be in writing, signed by the sender, and will be deemed to have
been given and received when delivered to the address specified by the party to
receive the notice by courier or other means of personal service, when received
if sent by facsimile, portable document format or other form of electronic
transmission (as defined in the Act) or three (3) days after deposit of the
notice by first class mail, postage prepaid, or certified mail,
return receipt requested.  Any such notice must be given to the
Company at its principal place of business, and to any Member at the address
specified in Exhibit A.  Any
party may, at any time by giving five (5) days’ prior written notice to the
other parties, designate any other address as the new address to which notice
must be given.  In the case of notice by facsimile, portable document
format or other form of electronic transmission, a copy thereof shall be
personally delivered or sent by registered or certified mail, in the manner
specified above, within three (3) Business Days thereafter.

       

      13.6
Attorney’s
Fees.  In the event that any dispute between the Company, the
Manager and/or the Members should result in litigation or arbitration, the
prevailing party in that dispute shall be entitled to recover from the other
party all reasonable fees, costs and expenses of enforcing any right of the
prevailing party, including without limitation, reasonable attorneys’ fees and
expenses, subject, however to the provisions of Section 13.3(c).

       

      
        
          
          

        

        
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      13.7
Jurisdiction.  Each
Member and the Manager consents to the exclusive jurisdiction of the state and
federal courts sitting in Los Angeles, California in any action on a claim
arising out of, under or in connection with this Agreement or the transactions
contemplated by this Agreement, provided such claim is not required to be
arbitrated pursuant to Section 13.3.  Each Member and the Manager
further agrees that personal jurisdiction over it may be effected by service of
process by registered or certified mail addressed as provided in Section 13.5
and that when so made shall be as if served upon it personally.

       

      13.8
Complete
Agreement.  This Agreement and the Certificate of Formation
constitute the complete and exclusive statement of agreement among the Members
with respect to their respective subject matters and supersede all prior written
and oral agreements or statements by and among the Members.  No
representation, statement, condition or warranty not contained in this Agreement
or the Certificate of Formation shall be binding on the Members or have any
force or effect whatsoever.  To the extent that any provision of the
Certificate of Formation conflicts with any provision of this Agreement, the
Certificate of Formation shall control.

       

      13.9
Binding
Effect.  Subject to the provisions of this Agreement relating
to Transferability, this Agreement shall be binding upon and inure to the
benefit of the Members and their respective successors and assigns.

       

      13.10
Section
Headings.  All Section headings are inserted only for
convenience of reference and are not to be considered in the interpretation or
construction of any provision of this Agreement.

       

      13.11
Interpretation.  In
the event any claim is made by any Member relating to any conflict, omission or
ambiguity in this Agreement, no presumption or burden of proof or persuasion
shall be implied by virtue of the fact that this Agreement was prepared by or at
the request of a particular Member or that Member’s counsel.

       

      13.12
Severability.  If
any provision of this Agreement or the application of that provision to any
person or circumstance shall be held invalid, the remainder of this Agreement or
the application of that provision to persons or circumstances other than those
to which it is held invalid shall not be affected.

       

      13.13
Multiple
Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, all of the Members and the Manager of GCE MEXICO I, LLC, a
Delaware limited liability company, have executed this Agreement, effective as
of the date first written above.

       

      
        	 
      	
                 “Members”

              
	 	 
	 
      	
                GLOBAL
      CLEAN ENERGY HOLDINGS, INC.

              
	 	 
	 	 
	 
      	
                By:

              	          
      
	 	 	Richard
      Palmer, President and CEO
	 
      	 
      	 
      
	 
      	
                           
      

              
	 
      	
                STEWART
      A. RESNICK, AS TRUSTEE OF THE STEWART AND LYNDA RESNICK REVOCABLE TRUST,
      DATED DECEMBER 27, 1988, AS AMENDED

              
	 	 
	 
      	 
      	 
      
	 
      	
                          
      

              
	 
      	
                LYNDA
      RAE RESNICK, AS TRUSTEE OF THE STEWART AND LYNDA RESNICK REVOCABLE TRUST,
      DATED DECEMBER 27, 1988, AS AMENDED

              
	 	 
	 
      	 
      	 
      
	 
      	
                         
      

              
	 
      	
                SELIM
      ZILKHA, AS TRUSTEE OF THE SELIM K. ZILKHA TRUST

              
	 	 
	 
      	 
      	 
      
	 
      	
                        
      

              
	 
      	
                MICHAEL
      ZILKHA, AS TRUSTEE OF THE DMZ 2000 TRUST

              
	 	 
	 
      	 
      	 
      
	 
      	
                           
      

              
	 
      	
                MICHAEL
      ZILKHA, AS TRUSTEE OF THE LLZ 2000
TRUST

              


      

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      
        	 
      	
                           
      

              
	 
      	
                NADIA
      Z. WELLISZ, AS TRUSTEE OF THE JW 2000 TRUST

              
	 	 
	 
      	 
      	 
      
	 
      	
                            
      

              
	 
      	
                NADIA
      Z. WELLISZ, AS TRUSTEE OF THE DW 2000 TRUST

              
	 	 
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                 “Manager”

              
	 
      	 
      	 
      
	 
      	
                GLOBAL
      CLEAN ENERGY HOLDINGS, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	              
        
	 	 	Richard
      Palmer, President and CEO


      

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      
        EXHIBIT
A

         

        CAPITAL
CONTRIBUTIONS, ADDRESSES AND PERCENTAGE INTERESTS

         

        OF
MEMBERS AS OF

         

        April
23, 2008

        Preferred
Members:

         

        
          	
                  Preferred Member’s Name

                	 	
                  Preferred Member’s Address

                	 	
                  Preferred
      Member’s Capital

                  Contribution
      Obligation

                	 	
                  Preferred
      Units

                	 	
                  Preferred

                  Percentage

                
	 	 	 	 	 	 	 	 	 
	
                  Stewart
      Resnick and Lynda Resnick as trustees of the Stewart and Lynda Resnick
      Revocable Trust dated December 27, 1988 as amended

                	 	
                  11444
      West Olympic Boulevard, 10th
      Floor

                  Los
      Angeles, CA  90064

                	 	
                  $1,116,312

                	 	
                  500

                	 	
                  50%

                
	 	 	 	 	 	 	 	 	 
	
                  Selim
      Zilkha, as trustee of the Selim K. Zilkha Trust

                	 	
                  750
      Lausanne Road, Los Angeles, CA 90077

                	 	
                  $1,116,312

                	 	
                  500

                	 	
                  50%

                


        

        


        Common
Members:

         

        
          	
                  Common

                  Member’s Name

                	 	
                  Common

                  Member’s Address

                	 	
                  Common
      Member’s Capital

                  Contribution
      Obligation

                	 	
                  Common
      Units

                	 	
                  Percentage

                  Interest

                
	 	 	 	 	 	 	 	 	 
	
                  Global
      Clean Energy Holdings, Inc.

                  11444
      W. Olympic Blvd. 10th
      Floor

                  Los
      Angeles, CA  90064

                	 	
                  6033
      W. Century Blvd.

                  Suite
      1090

                  Los
      Angeles, CA  90045

                	 	
                  $
      0

                	 	
                  500

                	 	
                  50%

                
	 	 	 	 	 	 	 	 	 
	
                  Stewart
      Resnick and Lynda Resnick as trustees of the Stewart and Lynda Resnick
      Revocable Trust dated December 27, 1988 as amended

                	 	
                  11444
      West Olympic Boulevard, 10th
      Floor

                  Los
      Angeles, CA  90064

                	 	
                  $
      0

                	 	
                  250

                	 	
                  25%

                
	 	 	 	 	 	 	 	 	 
	
                  Michael
      Zilkha, as trustee of the LLZ 2000 Trust,

                	 	
                  750
      Lausanne Road, Los Angeles, CA 90077

                	 	
                  $
      0

                	 	
                  62.5

                	 	
                  6.25%

                
	 	 	 	 	 	 	 	 	 
	
                  Nadia
      Z. Wellisz, as trustee of the JW 2000 Trust

                	 	
                  750
      Lausanne Road, Los Angeles, CA 90077

                	 	
                  $
      0

                	 	
                  62.5

                	 	
                  6.25%

                
	 	 	 	 	 	 	 	 	 
	
                  Nadia
      Z. Wellisz, as trustee of the DW 2000 Trust

                	 	
                  750
      Lausanne Road, Los Angeles, CA 90077

                	 	
                  $
      0

                	 	
                  62.5

                	 	
                  6.25%

                
	 	 	 	 	 	 	 	 	 
	
                  Michael
      Zilkha, as trustee of the DMZ 2000 Trust

                	 	
                  750
      Lausanne Road, Los Angeles, CA 90077

                	 	
                  $
      0

                	 	
                  62.5

                	 	
                  6.25%

                


        

        


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

        


         

        EXHIBIT
B

         

        BUDGET

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
C

         

        FORM
OF PROMISSORY NOTE

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
D

         

        FORM
OF MORTGAGE

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
E

         

        FORM
OF CONSENT

         

        The
undersigned acknowledges as follows:

         

        a. The
undersigned has read the foregoing Limited Liability Company Agreement (the
“Agreement”), understands the contents of the Agreement, and is aware that by
the provisions of the Agreement, the undersigned’s spouse or registered domestic
partner agrees to certain restrictions and requirements relating to the sale or
other transfer of his/her Membership Interest in the Company, including the
undersigned’s community property or other ownership interest therein (if any)
and any interest of the undersigned pursuant to the non-marital laws of contract
or palimony.  THE UNDERSIGNED HAS HAD THE RIGHT TO CONSULT WITH
COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS CONSENT AND HE OR SHE HAS
HAD AMPLE OPPORTUNITY TO DO SO.  IF THE UNDERSIGNED HAS NOT CONSULTED
WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND WILLINGLY
ELECTED NOT TO DO SO.

         

        b. The
undersigned (i) consents to any such restrictions and requirements, (ii) agrees
to be bound by the Agreement and join therein to the extent (if any) that his or
her agreement and/or joinder may be necessary, (iii) agrees that the
undersigned’s spouse or registered domestic partner shall have the sole and
exclusive management power with respect to the Membership Interest subject to
the Agreement, (iii) agrees that the undersigned will not effect or attempt to
effect any sale or other transfer of such Membership Interest, or of any
interest therein, (iv) agrees that the undersigned will take no action at any
time to hinder the operation of the Agreement on such Membership Interest,
including the undersigned’s community property or other ownership interest
therein (if any) and any interest of the undersigned pursuant to the non-marital
laws of contract or palimony, and (v) agrees that the undersigned’s spouse or
registered domestic partner may join in any future amendment or modification
without any further signature, acknowledgement, agreement, or consent on the
part of the undersigned.

         

        c. Should
the spouse or the registered domestic partner of the undersigned die and
bequeath to the undersigned any interest in the Membership Interest covered by
the Agreement in such a manner that no probate is required with respect thereto,
or should the applicable probate laws relating to the community property or
other ownership interest (if any) of the undersigned or any interest of the
undersigned pursuant to the non-marital laws of contract or palimony in such
Membership Interest provide, upon the death of the undersigned’s spouse or
registered domestic partner, as the case may be, that the undersigned is
entitled to a portion of the Membership Interest without such portion being
subject to probate, or should the undersigned acquire any interest in the
Membership Interest during the undersigned’s spouse’s or registered domestic
partner’s life by reason of any agreement, court order, judgment or decree, or
for any other reason whatsoever, then the undersigned further agrees that the
undersigned shall perform all of the obligations of the undersigned’s spouse or
registered domestic partner, as the case may be, imposed
thereunder.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        d. The
undersigned shall perform any further acts and execute and deliver any further
documents or procure any court orders which may be reasonably necessary to carry
out the provisions of this Consent.

         

        
          
            	 	 	 
	 	
                    Name:

                  	 
      	
                    ,

                  


          

          
            	 	
                    Spouse
      or Registered Domestic

                  	 
      
	 	
                    Partner
      of

                  	 
      	 
      


          

           

        

         

         

         

         

         

        ii