Exhibit 10.5 


 


EXECUTION VERSION


 


TRANSACTION
AGREEMENT


 


dated as of August 5, 2022


 


by and among


 


GLOBAL CLEAN
ENERGY HOLDINGS, INC., 


 


EXXONMOBIL OIL
CORPORATION,


 


and


 


EXXONMOBIL RENEWABLES
LLC


 




    	 		 



     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I
	DEFINITIONS
	 	 	 
	Section 1.1.	Defined Terms	1
	 	 	 
	Article II
	ACTIONS AND DELIVERABLES AT CLOSING
	 	 	 
	Section 2.1.	The Closing	3
	Section 2.2.	Actions and Deliverables	3
	 	 	 
	Article III
	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	 
	Section 3.1.	Capacity and Authority	3
	Section 3.2.	Corporate Authorization; Enforceability	4
	Section 3.3.	No Violations	4
	 	 	 
	Article IV
	REPRESENTATIONS OF EMOC AND EM RENEWABLES
	 	 	 
	Section 4.1.	Capacity and Authority	4
	Section 4.2.	Corporate Authorization; Enforceability	5
	Section 4.3.	No Violations	5
	Section 4.4	Purchase for Own Account; Restricted Securities	5
	 	 	 
	Article V
	OTHER AGREEMENTS
	 	 	 
	Section 5.1.	Board Observer Rights	6
	Section 5.2.	Anti-Dilution	6
	Article VI
	MISCELLANEOUS
	 	 	 
	Section 6.1.	Survival of Representations, Warranties and Agreements	6
	Section 6.2.	Headings; References; Interpretation	7
	Section 6.3.	Successors and Assigns	7
	Section 6.4.	No Third-Party Rights	7
	Section 6.5.	Counterparts	7
	Section 6.6.	Applicable Law; Forum, Venue and Jurisdiction	7
	Section 6.7.	Severability	8


 




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TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Section 6.8.	Amendment or Modification	8
	Section 6.9.	Integration	8
	Section 6.10.	Specific Performance	8
	Section 6.11.	Notice	8


 


Exhibit A – Amendment No. 9 to the Credit Agreement


Exhibit B – Amendment No. 3 to the Product Off-Take Agreement


Exhibit C – Amendment No. 2 to the Term Purchase Agreement


Exhibit D – Omnibus Warrant Amendment


Exhibit E – New EM Renewables Warrant Agreement


Exhibit F – Registration Rights Agreement


Exhibit G – New Lenders Warrant Agreement


 




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TRANSACTION AGREEMENT


 


This Transaction Agreement (this
“Agreement”), dated as of August 5, 2022 (the “Effective Date”), is by and among Global Clean Energy
Holdings, Inc., a Delaware corporation (the “Company”), ExxonMobil Oil Corporation, a New York corporation (“EMOC”)
and ExxonMobil Renewables LLC, a Delaware limited liability company (“EM Renewables”). The above-named entities are
sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
Each of EMOC and EM Renewables is referred to as an “EM Party”.


 


RECITALS


 


WHEREAS, the Company and
its subsidiaries are, as applicable, entering into certain amendments to its senior credit arrangements with certain institutional lenders
on the terms set forth in Amendment No. 9 to the Credit Agreement, dated August 5, 2022, by and among BKRF OCB, LLC, a Delaware limited
liability company, BKRF OCP, LLC, a Delaware limited liability company, Bakersfield Renewable Fuels, LLC, a Delaware limited liability
company, and Orion Energy Partners TP Agent, LLC, as the administrative agent and collateral agent for the senior lenders referred to
therein (“Amendment No. 9 to the Credit Agreement”, which is attached hereto as Exhibit A); and


 


WHEREAS, (a) EMOC is entering
into (i) Amendment No. 3 to the Product Off-Take Agreement in the form of Exhibit B attached hereto and (ii) Amendment No. 2 to
the Term Purchase Agreement in the form of Exhibit C attached hereto, and (b) in connection therewith the Company is agreeing to
(i) amend the Warrant Agreements pursuant to an omnibus warrant amendment in the form of Exhibit D attached hereto (“Omnibus
Warrant Amendment”), (ii) issue to EM Renewables additional warrants pursuant to the warrant agreement as set forth in ‎Section
2.2(d) below and the form of warrant agreement attached as Exhibit E hereto, (iii) EM Renewables having the right to designate
a Board Observer as set forth in ‎Section 5.1 below, and (iv) enter into the Registration Rights Agreement with the EM Parties
in the form of Exhibit F attached hereto.


 


NOW, THEREFORE, in consideration
of the mutual covenants, representations, warranties and agreements herein contained, the Parties agree as follows:


 


Article I

DEFINITIONS


 


Section
I.1.      Defined Terms.


 


Capitalized terms used herein
have the respective meanings ascribed to such terms below:


 


“Affiliate”
of any particular Person means any other person or entity controlling, controlled by or under common control with such particular Person.
For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct the management
and policies of a Person whether through the ownership of fifty percent (50%) or more of the voting securities, contract or otherwise.


 




    	 		 



     


    

 


“Agreement”
is defined in the Preamble.


 


“Amendment No. 2 to the
Term Purchase Agreement” means the agreement the form of which is in in Exhibit C.


 


“Amendment No. 3 to the
Product Off-Take Agreement” means the agreement the form of which is in Exhibit B.


 


“Board” means
the Board of Directors of the Company.


 


“Closing” is
defined in ‎Section 2.1.


 


“Contract”
means any binding written or oral contract or agreement.


 


“Effective Date”
is defined in the Preamble.


 


“EM Party”
is defined in the Preamble.


 


“GCEH Warrant Agreement”
means that certain warrant represented by Warrant Certificate No. GCEH-001 by and between the Company and EM Renewables, dated as of February
23, 2022.


 


“GCEH Tranche II Warrant
Agreement” means that certain warrant represented by Warrant Certificate No. GCEH II-001 by and between the Company and EM Renewables,
dated as of February 23, 2022.


 


“Governmental Authority”
means any foreign, federal, state, provincial or local governmental or regulatory commission, board, bureau, agency, court, or regulatory
or administrative body.


 


“Law” means
any federal, state, local, municipal, foreign, order, constitution, law ordinance, rule, regulation, statute or treaty.


 


“New EM Renewables Warrant
Agreement” means the agreement the form of which is in Exhibit E.


 


“Party” and
“Parties” are defined in the Preamble.


 


“Person” means
an individual, partnership, corporation, limited liability company business trust, joint stock corporation, estate, trust, unincorporated
association, joint venture, Governmental Authority or other entity, of whatever nature.


 


“Registration Rights
Agreement” means the agreement the form of which is in Exhibit F.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 





“Series C Preferred Stock”
means shares of the Company’s preferred stock, par value $0.001 per share, designated as “Series C Preferred Stock”.


 




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“SusOils Warrant Agreement”
means that certain warrant represented by Warrant Certificate No. SUSO-001 by and between Sustainable Oils, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company, and EM Renewables, dated as of February 23, 2022.


 


“Transaction Documents”
means this Agreement, the Omnibus Warrant Amendment, the New EM Renewables Warrant Agreement, the Registration Rights Agreement, the Amendment
No. 3 to the Product Off-Take Agreement, and the Amendment No. 2 to the Term Purchase Agreement.


 


“Warrant Agreements”
means, collectively, the GCEH Warrant Agreement, GCEH Tranche II Warrant Agreement and SusOils Warrant Agreement.


 


Article II


ACTIONS AND
DELIVERABLES AT CLOSING


 


Section
II.1.    The Closing. The closing of the transaction completed hereby (the “Closing”) shall take
place simultaneously and remotely by electronic exchange of executed documents, on the Effective Date.


 


Section
II.2.     Actions and Deliverables. At the Closing, the following shall occur:


 


(a)      (i) Amendment No. 9 to the Credit
Agreement shall be entered into by the parties thereto and (ii) the Company will issue to the lenders thereunder the warrants to purchase
7,451,282 shares of the Company’s common stock pursuant to the warrant agreement in the form of Exhibit G hereto.


 


(b)      The Company and EMOC shall enter
into Amendment No. 3 to the Product Off-Take Agreement and Amendment No. 2 to the Term Purchase Agreement.


 


(c)      The Company and EM Renewables
will enter into the Omnibus Warrant Amendment.


 


(d)      The Company will issue to EM Renewables the warrants
to purchase 2,489,643 shares of the Company’s common stock pursuant to the New EM Renewables Warrant Agreement in the form of Exhibit
E hereto.


 


(e)      The Company and EM Renewables
shall enter into the Registration Rights Agreement.


 


Article III 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company hereby represents
and warrants to EMOC and EM Renewables as follows:


 


Section
III.1. Capacity and Authority. The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and has all corporate power and authority required to carry on its businesses as
now conducted. Where applicable, it is duly qualified to do business as a foreign corporation or other entity and is in good
standing in each jurisdiction where the nature of its business, activities or properties makes such qualification necessary to carry
on its business as now conducted, except where the failure to be so qualified or in good standing would not reasonably be expected
to prevent, hinder or materially delay performance by it of any of its obligations under this Agreement.


 









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Section
III.2. Corporate Authorization; Enforceability. The execution, delivery and performance by the Company of this Agreement
and the other Transaction Documents and the consummation of the transactions contemplated by this Agreement and the other Transaction
Documents are within the Company’s corporate or other organizational powers and have been duly and validly authorized and approved
by all necessary corporate or other organizational action by it, and no other corporate action on the part of the Company is necessary
to authorize the execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party.
This Agreement and each of the other Transaction Documents to which it is a party constitutes the legal, valid and binding agreement or
obligation of the Company, enforceable against it in accordance with its terms (i) except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’
rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers and (ii)
subject to the limitations imposed by general equitable principles regardless of whether such enforceability is considered in a proceeding
at law or in equity.


 


Section
III.3. No Violations. The execution and delivery of this Agreement by the Company and the other Transaction Documents
to which it is a party does not, and the consummation by the Company of the transactions contemplated by this Agreement and the other
Transaction Documents to which it is a party, and performance by the Company of its obligations thereunder will not (a) result in
the violation of any provision of the organizational documents of the Company, (b) result in the violation of any Law, permit, authorization,
registration, filing or qualification of or with, or require any consent or approval of, or notice to or filing with, any court or Governmental
Authority applicable to, binding upon or enforceable against the Company or its properties or assets or (c) result in any breach
of, or constitute a default (or an event that would, with the passage of time or the giving of notice or both, constitute a default) under,
or give rise to a right of acceleration or termination, or require any notice, consent or waiver under, any Contract to which such Company
is a party or bound (other than notices, consents or waivers that have been given or obtained on or prior to the Effective Date), except
in the case of clauses (b) and (c) as would not, individually or in the aggregate, materially impair, condition or delay the ability of
the Company to consummate the transactions contemplated by this Agreement or the Transaction Documents or to perform its obligations thereunder.


 


Article IV 

REPRESENTATIONS OF EMOC AND EM RENEWABLES


 


EMOC and EM Renewables, jointly
and severally, hereby represent and warrant to the Company as follows:


 


Section
IV.1. Capacity and Authority. Each EM Party is a legal entity duly incorporated, validly existing and in good
standing under the laws of the state or jurisdiction of their incorporation or formation and has all corporate power and authority
required to carry on its businesses as now conducted. Where applicable, each is duly qualified to do business as a foreign
corporation or other entity and is in good standing in each jurisdiction where the nature of its business, activities or properties
makes such qualification necessary to carry on its business as now conducted, except where the failure to be so qualified or in good
standing would not reasonably be expected to prevent, hinder or materially delay performance by it of any of its obligations under
this Agreement or any Transaction Document to which it is a party.


 






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Section
IV.2. Corporate Authorization; Enforceability. The execution, delivery and performance by each EM Party of this Agreement
and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and
the other Transaction Documents are within its corporate or other organizational powers and have been duly and validly authorized and
approved by all necessary corporate or other organizational action by each, and no other corporate action on the part of either EM Party
is necessary to authorize the execution, delivery and performance by each of this Agreement and the other Transaction Documents to which
it is a party. This Agreement constitutes and each of the other Transaction Documents to which an EM Party is a party constitutes or shall
constitute when executed and delivered by it a legal, valid and binding agreement of it, enforceable against it in accordance with its
terms (i) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws
regarding fraudulent conveyances and preferential transfers and (ii) subject to the limitations imposed by general equitable principles
regardless of whether such enforceability is considered in a proceeding at law or in equity.


 


Section
IV.3. No Violations. The execution and delivery of this Agreement and the other Transaction Documents by each EM Party
does not, and the consummation by each EM Party of the transactions contemplated by this Agreement and the other Transaction Documents
to which it is a party will not (a) result in the violation of any provision of the organizational documents of either EM Party,
(b) result in the violation of any Law, permit, authorization, registration, filing or qualification of or with, or require any consent
or approval of, or notice to or filing with, any court or Governmental Authority applicable to, binding upon or enforceable against either
EM Party or its properties or assets or (c) result in any breach of, or constitute a default (or an event that would, with the passage
of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination, or require
any notice, consent or waiver under, any Contract to which either EM Party is a party or bound, except in the case of clauses (b) and
(c) as would not, individually or in the aggregate, materially impair, condition or delay the ability of either EM Party to consummate
the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party or perform its obligations
thereunder.


 


Section
IV.4. Purchase for Own Account; Restricted Securities. The warrants to be acquired by EM Renewables pursuant to this
Agreement will be acquired for investment purposes for EM Renewable’s own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof, and that EM Renewables has no present intention of selling, granting any participation
in, or otherwise distributing the same. EM Renewables understands that such warrants have not been registered under the Securities Act
by reason of a specific exemption from the registration provisions of the Securities Act. EM Renewables understands that such warrants
are “restricted securities” within the meaning of applicable U.S. federal and state securities Laws that, pursuant to these
Laws, EM Renewables must hold such warrants indefinitely until they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and qualification requirements is available.


 




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Article V 

OTHER AGREEMENTS


 


Section
V.1. Board Observer Rights. For so long as any EM Party (or any Affiliate thereof) has the right to appoint a member
to the Board pursuant to the Certificate of Designations of the Series C Preferred Stock, EM Renewables shall be entitled, in addition
to its rights under the Certificate of Designations, to designate one board observer (the “Board Observer”) to the
Company’s Board that is reasonably acceptable to the Company. EM Renewables shall be entitled
to change the Board Observer with another designee of its choice at any time upon prior written notice to the Company. The Board
Observer shall be entitled to attend and participate in meetings of the Board, and, in this respect, shall be given copies of all notices,
minutes, consents, and other materials that the Company provides to its directors at the same time and in the same manner as provided
to such directors, but the Board Observer shall not be entitled to vote on any matter and shall not be considered for purposes of establishing
the presence of a quorum; provided that the Company may exclude the Board Observer from access to any material, notices, minutes
or consents or meeting or portion thereof if the Board determines in good faith that such exclusion is reasonably necessary to preserve
the attorney-client privilege, to prevent disclosure of any trade secret, or in circumstances in which a director designated by an EM
Party has been recused from a Board meeting. Any Board Observer designated pursuant to this Section 5.1 shall enter into a confidentiality
agreement on terms reasonably acceptable to the Company. For the avoidance of doubt, nothing in this Section 5.1 shall prohibit
the Board or any committee of the Board from taking any action proposed to be taken at any meeting of the Board or committee or by written
consent in lieu of a formal meeting.


 


Section
V.2. Anti-Dilution. EM Renewables confirms that the issuance of warrants to it as contemplated in ‎Section
2.2(d) hereof satisfies the anti-dilution right which was granted to EM Renewables in connection with the transactions contemplated
by that certain Securities Purchase Agreement, dated February 23, 2022 between the Company, EM Renewables, and the other investors party
thereto for purposes of the issuance of warrants to the lenders as contemplated in ‎Section 2.2(a) hereof.


 


Article VI 

MISCELLANEOUS


 


Section
VI.1. Survival of Representations, Warranties and Agreements. The representations, warranties, covenants and agreements
in this Agreement and any certificate delivered pursuant hereto by any Party shall survive through the date that is sixty (60) days following
the expiration of the applicable statute of limitations (including any waiver or extension thereof).


 




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Section
VI.2. Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only
and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,”
“herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement
as a whole, including all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references
herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references
to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached
hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.
The word “including” or any variation thereof means “including, without limitation” and shall not be construed
to limit any general statement that it follows to the specific or similar items or matters immediately following it. References to any
“statute” or “regulation” are to the statute or regulation as amended, modified, supplemented or replaced from
time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any “section”
of any statute or regulation include any successor to the section.


 


Section
VI.3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective successors and assigns.


 


Section
VI.4. No Third-Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and
are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and
no person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.


 


Section
VI.5. Counterparts. This Agreement may be executed in any number of counterparts (including facsimile or .pdf copies)
with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute
one and the same instrument.


 


Section
VI.6. Applicable Law; Forum, Venue and Jurisdiction.


 


(a)        Delaware Law (without regard
to any jurisdiction’s conflict-of-laws principles) exclusively governs all matters based upon, arising out of or relating in any
way to this Agreement and the Transaction Documents, including all disputes, claims or causes of action arising out of or relating to
this Agreement or any of the Transaction Documents as well as the interpretation, construction, performance and enforcement of this Agreement
or any of the Transaction Documents.


 


(b)        The Parties hereby
irrevocably and unconditionally consent to submit to the exclusive jurisdiction of Delaware Court of Chancery and any state
appellate court therefrom within the State of Delaware for any actions, suits or proceedings arising out of or relating to this
Agreement and the transactions contemplated hereby. Each party to this Agreement hereby irrevocably waives any defense in any such
action, suit or proceeding that it is not personally subject to the jurisdiction of the above named courts and to the fullest extent
permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.


 




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(c)      EACH OF THE PARTIES HERETO HEREBY
ACKNOWLEDGES AND AGREES THAT ANY DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED
TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.


 


Section
VI.7. Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene,
or to be invalid under, the Laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity
shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision
or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention
of the Parties as expressed in this Agreement at the time of execution of this Agreement.


 


Section
VI.8. Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement
of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement.


 


Section
VI.9. Integration. This Agreement, together with the Exhibits referenced herein, and the other Transaction Documents
constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements and understandings
of the Parties in connection therewith.


 


Section
VI.10. Specific Performance. The Parties agree that money damages will not be a sufficient remedy for any breach of
this Agreement and that in addition to any other remedy available at law or equity, the Parties shall be entitled to specific performance
(if approved by the applicable court) and injunctive or other equitable relief as a remedy for any Party’s breach of this Agreement.
The Parties agree that no bond shall be required for any injunctive relief in connection with a breach of this Agreement.


 


Section
VI.11. Notice. All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement
must be in writing and must be given by depositing same in the United States mail, addressed to the person to be notified, postpaid, and
registered or certified with return receipt requested or by delivering such notice in person or by e-mail to such Party. Notice given
by personal delivery or mail shall be effective upon actual receipt. Notice given by e-mail shall be effective upon actual receipt if
received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt
if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall
be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner
provided in this ‎Section 6.11.


 




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If to Company:


 


Global Clean Energy Holdings, Inc.


2790 Skypark Drive, Suite 105


Torrance, CA 90505


Attention:


Fax:


Email:


 


with a copy (which shall not constitute notice) to:


 


King & Spalding LLP


Attention:


1100 Louisiana


Suite 4100


Houston, TX 77002


Email:


 


If to EMOC or EM Renewables:


 


ExxonMobil Renewables LLC 


22777 Springwoods Village Parkway


Spring, Texas 77389


Attention:


Email:


 


with a copy (which shall not constitute notice) to:


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, NY 10017


Attention:


Email:


 


or to such other address or to such other person as
either Party will have last designated by notice to the other Party.


 


[Signature Pages Follow.]


 




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IN WITNESS WHEREOF, the Parties to this Agreement have
executed or caused it to be duly executed effective as of the Effective Date.


 


	 	GLOBAL CLEAN ENERGY HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 


Signature Page to Transaction Agreement


 




    	 		 



     


    




 


	 	EXXONMOBIL OIL CORPORATION
	 	 	 
	 	By:	 
	 		Name:
	 		Title:  


 


Signature Page to Transaction Agreement


 




    	 		 



     


    

 


	 	EXXONMOBIL RENEWABLES LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 


Signature Page to Transaction Agreement


 




    	 		 



     


    

 


EXHIBIT A


 


Amendment No. 9 to the Credit Agreement


 




    	 		 



     


    

 


EXHIBIT B


 


Amendment No. 3 to the Product Off-Take Agreement



 




    	 		 



     


    

 


EXHIBIT C


 


Amendment No. 2 to Term Purchase Agreement


 




    	 		 



     


    

 


EXHIBIT D


 


Omnibus Warrant Amendment




    	 		 



     


    

 


EXHIBIT E


 


New EM Renewables Warrant Agreement 


 




    	 		 



     


    

 


EXHIBIT F


 


Registration Rights Agreement 


 




    	 		 



     


    

 


EXHIBIT G


 


New Lenders Warrant Agreement