Amendment #1 to Michigan Strategic Fund Grant Agreement



 Exhibit 10.2 
 MICHIGAN ECONOMIC DEVELOPMENT CORPORATION 
 



 
  

					
			
	 300 N. WASHINGTON SQ.

LANSING, MI 48913
	  		  	
			
	CUSTOMER	  		  	
	ASSISTANCE CENTER	  		  	
	517 373 9808	  		  	
		  	March 24, 2009	  	
	WWW.THEMEDC.ORG	  		  	
		  	Mr. Bruce Jamerson	  	
		  	Mascoma Corporation	  	
		  	1380 Soldiers Field Road	  	
	EXECUTIVE COMMITTEE	  	Boston, MA 02135	  	
	MATTHEW P. CULLEN	  	
	     Chair

    Rock Enterprises
  

PHILIP H. POWER

    Vice-Chair

    The Center for Michigan
  

JAMES C. EPOLITO

    President and CEO
  

RICHARD E. BLOUSE JR., CCE

    Detroit Regional Chamber

 
	  	 Dear Mr. Jamerson:
  

Attached for your records is an executed amendment between the Michigan Strategic Fund and Mascoma Corporation.

 
 If you have questions regarding this material, please feel free to contact me at
(517) 241-2830.
  
 Sincerely,

 
 /s/ Adam Robach

	 JOHN W. BROWN

    Stryker Corporation
  

DR. DAVID E. COLE
     Center
for
     Automotive Research
  

JOANN CRARY
     Saginaw
Future Inc.
  
 DR. HAIFA FAKHOURI

    Arab American and

    Chaldean Council
	  	 Adam Robach
 Senior Contracts and Grants Specialist
  
 Attachments
	  	
	  	  	
			
	STEVEN K. HAMP	  		  	
	    Hamp Advisors, LLC	  		  	
			
	PAUL HILLEGONDS	  		  	
	    DTE Energy Company	  		  	
			
	FREDERICK W. HOFFMAN	  		  	
	    Chrysler, LLC (retired)	  		  	
			
	GEORGE W. JACKSON JR.	  		  	
	    Detroit Economic	  		  	
	    Growth Corporation	  		  	
			
	BIRGIT M. KLOHS	  		  	
	    The Right Place, Inc.	  		  	
			
	F. THOMAS LEWAND	  		  	
	    Bodman LLP	  		  	
			
	STANLEY “SKIP” PRUSS	  		  	
	    Michigan Department of Energy,	  		  	
	    Labor & Economic Growth	  		  	
			
	DR. IRVIN D. REID	  		  	
	    Wayne State University	  		  	
			
	MICHAEL B. STAEBLER	  		  	
	    Pepper Hamilton LLP	  		  	
			
	DENNIS R. TOFFOLO	  		  	
	    Oakland County	  		  	
			
	PETER S. WALTERS	  		  	
	    Guardian Industries Corp.	  		  	
			
	TODD A. WYETT	  		  	
	    Versa Development, LLC	  		  	








 Execution Copy 
 DOC-1695 
 Amend 1 

Grant Amendment One 
 Between the 
 Michigan Strategic Fund 

and 
 Mascoma
Corporation 
 This Grant Amendment One (the “Amendment”), dated March 13, 2009, is to the Michigan Strategic Fund (the
“MSF”) Grant with Mascoma Corporation (the “Grantee”), DOC-1695 (the “Agreement”). Under the Agreement, the MSF provided the Grantee with funding assistance to promote the development, acceleration, and sustainability
of energy excellence sectors in Michigan. In support of the initiative, the MSF wishes to make adjustments to the payment schedule and milestones. To that end, the MSF and Grantee agree that it is necessary to amend the Agreement. 

Pursuant to Section 17 of the Agreement, the Parties agree to amend the Agreement as follows: 

 

	 	1.	Delete paragraph 2 of Section 4(A) in its entirety and replace with the following: 


“An initial payment in the amount of $1,200,000 shall be made within 30 calendar days of the execution of this Amendment by both
Parties, if the Grantee has verified that the information in the State of Michigan (the “State”) Vendor ID System is sufficient to authorize the disbursement of funds. The Grantee’s performance of the Grant Activities shall be
reflected in a Semi-Annual Progress Report (as required by Section 6C), and any such other information obtained by the MSF, and, if found by the Grant Administrator (defined in Section 5) to evidence that the Grantee is in material
compliance with the requirements of this Agreement and the scope of work spelled out in Attachment A, Initial Milestones in Attachment B, and C, the second payment of $10,900,000 (which shall include $2,000,000 for the Center of Energy Excellence)
will be made to the Grantee for purposes of achieving Budget Period One Milestones as referenced in Attachment B. The third payment of $7,900,000 for the purpose of achieving Budget Period Two Milestones as referenced in Attachment B, will be made
to the Grantee upon completion of Budget Period One Milestones. All subsequent payments, if any, will be disbursed upon receipt and approval by the Grant Administrator of the Grantee’s progress as described in the milestones listed in
Attachment B. The final payment, if any, will be made upon receipt and approval of the Grant Administrator of the Final Progress Report demonstrating achievement of milestones and material compliance with Attachments A, B and C. The expenditure of
State funds shall be reported by line item and compared to the approved budget.” 

  
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 Execution Copy 
  

	 	2.	Amend Attachment B, Budget Period One Milestone 9, to read as follows: 

 “Provide Notice of Financial Assistance and Acquisition from the United States Department of Energy for Budget Period Two under Grant Number DE-FC36-08GO18103, or complete capital raise for
construction of cellulosic ethanol facility.” 
 Except as specifically provided above, the Parties agree that all terms and conditions of
the Agreement shall remain unchanged and in effect. 
 (remainder of page intentionally left blank) 

  
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 Execution Copy 
 The signatories below warrant that they are empowered to enter into this Amendment.  
  

									
	GRANTEE ACCEPTANCE:	 		 	Mascoma Corporation
				
	Dated:	 	 	 		 	/s/ Bruce A. Jamerson 
		 		 		 	Bruce A. Jamerson
		 		 		 	Chief Executive Officer
			
	MSF ACCEPTANCE: 	 		 	Michigan Strategic Fund
				
	Dated:	 	3-23-09	 		 	/s/ Cindy Douglas 
		 		 		 	Cindy Douglas 
		 		 		 	Fund Manager


  
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