Fuel Sales Agreement, dated July 18, 2022, by and between Gevo, Inc. and American Airlines, Inc

1.1

Subject to and in accordance with the general terms and conditions that are incorporated herein by reference and attached hereto as Annex I (the “General Terms and Conditions”), Seller agrees to sell and deliver or cause to be sold and delivered, and Buyer agrees to purchase, pay for and receive, or cause to be received, the Neat SAF (“Neat SAF”) as set forth herein. As set forth in greater detail herein, Seller will deliver Neat SAF at the applicable Off-Airport Storage Facility, where such Neat SAF will be blended with conventional Jet A Fuel.

1.2

In the event of an irreconcilable conflict between this Fuel Sales Agreement and its Annexes, and unless expressly stated otherwise, this Agreement shall prevail over Annex I, save that, if Annex I addresses a topic not expressly addressed in the Agreement, then Annex I shall prevail in relation thereto and its provisions shall not be diminished by the Agreement. Subject to the foregoing, to the extent that this Agreement merely supplements the requirements prescribed in Annex I, no conflict shall be deemed to exist, and the provisions of this Agreement and Annex I shall be read cumulatively.

1.3

All headings and titles in this Agreement are used for editorial facilitation and shall not be interpreted as affecting or influencing the meaning, content or substance of its provisions.

1.4

All Annexes to this Agreement shall constitute an integral part hereof and shall further be subject to the terms of this Agreement. Reference to this “Agreement” shall be understood to include reference to all its Annexes, whether or not explicit mention thereto has been made in other parts of this Agreement.

2.1

The Start-Up Period and the Delivery Term constitute the “Term” of this Agreement.

2.2

The Start-Up Period shall be the period beginning on the Completion Date and continuing until the Commencement Date (the “Start-Up Period”).

2.3

Unless otherwise agreed in writing by the Parties, the Delivery Term of this Agreement shall commence on the Commencement Date and, unless sooner terminated as provided here, shall continue for a term (the “Delivery Term”) of five (5) years thereafter.

2.4

The following terms shall have the respective meanings:

2.5

Notwithstanding anything to the contrary herein, Seller shall not be obligated to deliver any SAF under this Agreement unless and until all of the Conditions Precedent set forth in this Section 2.5 (the “Conditions Precedent”) shall have been satisfied (or waived with prior agreement in writing with Buyer), as determined by Seller in its sole discretion. Thereafter, Seller shall be obliged to deliver the Neat SAF as per the provisions hereof.

a.

Seller shall have obtained all governmental and regulatory authorizations for development of Seller’s Facilities and production and delivery of SAF as required by this Agreement including all necessary approvals to supply SAF to the applicable Delivery Point(s), an approved RFS Pathway, and a valid provisional or final LCFS Fuel Pathway Code, and shall have provided written notice of the same to Buyer.

b.

The Completion Date has occurred, and Seller’s Facilities are completed and producing SAF.

2.6

Seller shall use commercially reasonable efforts to cause the Completion Date to occur no later than January 1, 2026 (as may be extended, the “Target Completion Date”). [*****]. Prior to the Completion Date, Seller shall promptly provide a copy to Buyer of any written notice of any material violation of any Applicable Law(s) relating to any Seller’s Facility or its design, construction, operations, or commissioning received by Seller during such time period. Seller shall provide Buyer with notice of the Completion Date at least sixty (60) days prior to the Completion Date. As set forth in Section 2.2, the Start-Up Period shall run from the Completion Date through the Commencement Date.

2.7

The “Target Commencement Date” shall be the date twelve (12) months after the Completion Date. From and after the satisfaction or waiver of all of the Conditions Precedent, Seller shall use commercially reasonable efforts to cause the Commencement Date to occur no later than the Target Commencement Date. Prior to the Commencement Date, Seller shall promptly provide a copy to Buyer of any written notice of any material violation of any Applicable Law(s) relating to any Seller’s Facility or its design, construction, operations, or commissioning received by Seller during such time period.

2.8

Notwithstanding any contrary provision hereof, if the Conditions Precedent have not been satisfied (or waived) by the Target Commencement Date, Buyer shall have the right to cancel this Agreement (without any liability of Buyer or Seller arising therefrom) on not less than [*****] days’ prior written notice to Seller.

2.9

Seller shall keep Buyer reasonably informed as to the status of Seller’s development and construction of Seller’s Facilities and Seller’s ability to produce Neat SAF, including providing regular updates (not less frequently than quarterly) commencing no later than two years prior to the expected Commencement Date. Seller shall provide Buyer with notice of the Commencement Date at least sixty (60) days prior to the Commencement Date.

2.10

Notwithstanding anything to the contrary in this Article 2, if Financial Closing with respect to all Financing necessary for Seller to proceed with the construction of Seller’s Facilities has not occurred on or prior to [*****], then either Party may cancel this Agreement (without any liability of Buyer or Seller arising therefrom) on not less than thirty (30) days’ prior written notice to the other Party.

3.1

During the Delivery Term, Buyer agrees to purchase and receive, or cause to be received, and Seller agrees to produce, sell and deliver, no less than the Minimum Annual Contract Quantity of Neat SAF at the Delivery Point at the price and terms set forth herein, subject to the conditions set forth in this Agreement.

3.2

Seller and Buyer agree that all obligations of Buyer under this Agreement to purchase and take delivery of the Minimum Annual Contract Quantity shall be on a “take or pay” basis, such that Buyer shall pay for and receive, or cause to be received by a third party, or pay for even if not taken, all SAF delivered (or tendered for delivery, in the case of SAF not taken) by Seller to Buyer at the Delivery Point under this Agreement up to the Minimum Annual Contract Quantity, on condition that, in tendering such SAF, Seller has complied in all material respects with its obligations hereunder and subject to the conditions herein, including without limitation with all specifications, including those with regard to timeliness and quantities of deliver, stipulated for the Neat SAF, its blending and blended output.

3.3

SAF Specifications. The physical specification for Blended SAF delivered by Seller to Buyer pursuant to this Agreement is fuel compliant with ASTM Standard Specification D1655. The physical specification for Neat SAF purchased by the Buyer pursuant to this Agreement is D7566 Annex 5, “Standard Specification for Aviation Turbine Fuel Containing Synthesized Hydrocarbons” as in effect on the Effective Date.

4.1

Pricing shall be as set forth in this Article 4. [*****].

4.2

[*****].

4.3

Delivery and Blending Costs shall be payable as set forth in Article 6.

5.1

In accordance with Section 5.6 of the General Terms and Conditions, Seller shall retain, and be entitled to all economic value of, any and all Emissions Credits associated with the Neat SAF purchased by Buyer under this Agreement; provided that the Parties will share the value of any [*****] of such value. For any volume of Blended SAF delivered to Buyer at the Delivery Point, Seller shall transfer to Buyer, and Buyer shall be entitled to all economic value of, the User-Specific Credits associated with an equal volume of Neat SAF subject to Clause 5.3 in Annex 1.

5.2

Within thirty (30) days following the end of a calendar quarter during the Term, [*****]. Any amounts due and owing from Seller to Buyer shall be reflected as a credit on the next invoice issuable to Buyer, provided that if such an amount becomes due and owing after the final settlement of all amounts payable by Buyer hereunder, Seller shall pay the cash equivalent of such amounts to Buyer within sixty (60) days.

5.3

If any applicable law or regulation is enacted, implemented, modified, amended or revoked so that the implementation of this Agreement becomes impossible, impracticable or materially inconsistent with the terms or requirements of this Agreement and/or the General Terms and Conditions, including any changes to government programs associated with the Emissions Credits or the availability of User-Specific Credits under CORSIA, the Parties shall work in good faith to amend this Agreement to conform to the changed requirements or circumstances in order to maintain the original intent of the Parties hereunder and the relative economic conditions set forth herein to the maximum extent.

6.1

Unless otherwise expressly agreed in writing by the Parties, all deliveries of Neat SAF shall be to one or more off-airport storage facilities servicing one or more of the following airports (“Off-Airport Storage Facilities”) as specified by the Buyer:

a.

San Francisco International Airport;

b.

San Jose International Airport;

c.

Los Angeles International Airport; and/or

d.

San Diego International Airport.

6.2

Seller shall provide written notice to Buyer identifying the Off-Airport Storage Facilities where Seller will deliver SAF; [*****] per U.S. Gallon for pumping services necessary to deliver SAF to the applicable airport, and pipeline capacity to the applicable airport shall be available for use by the Buyer. Delivery of Neat SAF shall occur as the Neat SAF is blended with Jet A Fuel at the Off-Airport Storage Facility specified by Seller pursuant to this Section 6.2 (the “Delivery Point”).

6.3

Seller shall, on Buyer’s behalf, and in accordance with this Agreement, Applicable Laws and applicable industry standards, provide, or cause to be provided, (i) transportation of all quantities of Neat SAF to be delivered hereunder from the Seller’s Facilities to the applicable Off-Airport Storage Facility associated with the specified Delivery Point and (ii) blending of the Neat SAF with conventional Jet A Fuel at the Off-Airport Storage Facility. The Seller shall at all times retain risk and title of the Neat SAF until delivery at the Delivery Point. All costs incurred from transportation of the Neat SAF from Seller’s Facilities to the Delivery Point (the “Delivery and Blending Costs”) shall be for the account of Seller.

6.4

Seller shall further be responsible for securing all permissions and authorizations needed for the blending of the Neat SAF with conventional Jet A Fuel and for the conduct and output of such blending according to the standards and specifications agreed herein. Without prejudice to the generality of the foregoing and without the scope of the foregoing being deemed reduced, Seller shall also be responsible for securing recertification / approval of the Blended SAF, after blending.

6.5

If Buyer nominates a third party or Affiliate as the recipient of Blended SAF that otherwise would have been purchased by Buyer, then Seller’s obligations hereunder shall also apply for such SAF delivery.

6.6

The Parties shall reasonably cooperate to establish a mutually agreeable monthly delivery schedule for Fuel to be delivered hereunder, taking into account the capabilities of Seller’s production facilities and Seller’s obligations to its other customers, it being the expectation that such schedule shall provide for delivery of the Minimum Annual Contract Quantity substantially on a ratable basis, provided that Buyer may request a reasonable variation to the monthly amount with sixty (60) days’ advance written notice (but without limiting Buyer’s obligation to take and pay for the Minimum Annual Contract Quantity for the year in question); provided, however, that Buyer shall pay for and receive, or cause to be received by a third party, or pay for even if not taken, at least twenty percent (20%) of the Minimum Annual Contract Quantity on a quarterly basis.

7.1

The “Minimum Annual Contract Quantity” shall be, (a) during the Start-Up Period, a mutually agreed volume of SAF that Seller is able to produce from Seller’s Facilities on an As Available Basis and deliver to the applicable Off-Airport Storage Facility for blending with Jet A Fuel and that Buyer is willing and able to purchase and accept (taking into account Buyer’s contractual commitments to third parties, among other things), with such volume not to exceed 100 million U.S. Gallons of SAF per year on a ratable basis and (b) during the Delivery Term, 100 million U.S. Gallons of SAF per year. For sake of clarity, while the Parties recognize that SAF delivered hereunder will be a blended mix of Jet A Fuel and Neat SAF, for all volumes of Neat SAF delivered hereunder by Seller, Seller shall have delivered to the applicable Off-Airport Storage Facility for blending with Jet A Fuel an equivalent volume (at 15 degrees Celsius) of Neat SAF. If Seller makes available to Buyer Neat SAF in excess of the Minimum Annual Contract Quantity, Buyer shall have the right to purchase such SAF on the same terms and conditions as set forth herein other than with respect to price, which will be subject to written agreement of the Parties. For sake of clarity, Buyer shall have no obligation pursuant to this Agreement to purchase any Neat SAF in excess of the Minimum Annual Contract Quantity, and Seller shall have no obligation to provide such SAF. All sales of SAF by Seller in excess of the Minimum Annual Contract Quantity shall be on an As Available Basis, and Seller shall have no obligation to offer any SAF to Buyer in excess of the Minimum Annual Contract Quantity even if Seller has such SAF available. If, for any reason, Seller’s Facilities are incapable of producing sufficient SAF to deliver the Minimum Annual Contract Quantity of SAF, then Seller shall allocate the SAF produced from Seller’s Facilities ratably among all of Seller’s customers without discrimination; provided that Seller shall have no obligation to allocate to Buyer production from the facilities currently under development by Seller known as Net-Zero 1 and Net-Zero 2. Seller shall use commercially reasonable efforts to develop sufficient capacity at Seller’s Facilities to ensure delivery of the Minimum Annual Contract Quantity.

7.2

[*****].

8.1

Seller shall issue a monthly invoice based on shipments of SAF delivered to Buyer under this Agreement, which shall contain the following information: (a) the volume of Neat SAF purchased in the applicable month by shipment; (b) the price per U.S. Gallon of SAF; (c) a description of applicable taxes, fees or other charges, if any; (d) total amount due on the invoice; (e) the dates of the shipments; (f) the Delivery Note references; (g) a copy of the Proof of Sustainability document for the applicable SAF manufactured by any Seller’s Facility and subsequently purchased by Buyer; (h) the delivery ticket document to evidence supply of the SAF to the Delivery Point and (i) any other information Buyer may reasonably request in advance to support Buyer’s claim of ownership of its Scope 1 emissions reduction associated with its purchase of SAF or for other purposes. A Delivery Note must accompany each invoice. A sample invoice (including attachments) and Proof of Sustainability document is set forth in Annex II.

8.2

Invoices shall be sent via e-mail to: [*****] and to [*****].

8.3

Invoices for SAF delivered or deemed delivered to companies for which Buyer is acting as an Agent only shall be sent directly to the agreed company without any involvement of Buyer, unless otherwise directed by Buyer in advance in writing.

8.4

Invoices shall be issued and payment shall be effected in United States Dollars (“USD”).

8.5

The payment terms shall be as follows:

a.

Payment by Buyer on each invoice shall be net at the latest of [*****] days from the date of receipt by the Buyer of an accurate invoice complying with the requirements of Sections 8.1 and 8.2 above. Payment shall be made by wire transfer of immediately available funds in United States Dollars. Details about the Seller’s banking information are set forth in Section 8.6 below.

b.

[*****]. In the case of manifest error, the correct amount calculated in good faith by the Buyer shall be paid disregarding such error, and in any case necessary correction and consequent adjustment shall be made within five (5) Business Days after agreement of the correct amount.

c.

If a Party invoiced and received payment of a sum subsequently determined not to have been payable under this Agreement, such Party shall pay interest to the other Party on such amount on and from the date when such sum was originally paid and including the date of its repayment at a rate (the “Interest Rate”) equal to the lower of: (a) the Prime Rate plus [*****], or (b) the maximum rate permitted by Applicable Law. Any undisputed amount not paid by a Party when due shall bear interest from and including the date payment was originally due to and including the actual date of payment at the Interest Rate. As used in this Article 8, “Prime Rate” means for any day the rate of interest from time to time reported by The Wall Street Journal as the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation’s thirty (30) largest banks for such date, or if such rate ceases to be published, such successor rate as mutually agreed between the Parties that approximates the same interest level.

8.6

Payments shall be transferred to the Seller’s bank account as provided for in the applicable invoice.

9.1

Until all obligations under this Agreement are satisfied, and without limiting Seller’s indemnification obligations under the Agreement, Seller shall procure and maintain the following insurance policies from insurers with an AM Best rating of B+ VI or a comparable rating:

a.

Workers’ Compensation covering obligations imposed by federal and state statutes with jurisdiction over Seller’s employees and Employer's Liability insurance of at least One Million Dollars USD ($1,000,000).

b.

Commercial General Liability insurance with a minimum limit of [*****] per claim for bodily injury or death and broad form property damage. The policy shall cover bodily injury, property damage, personal injury, products and completed operations, and broad form contractual liability coverage including, but not limited to, the commercially insurable liability assumed under Seller’s indemnification obligations set forth in the Agreement.

c.

Business Automobile Liability insurance with a limit for bodily injury and property damage of a minimum limit of One Million Dollars USD ($1,000,000) each occurrence with respect to any and all vehicles of Seller’s, whether owned, hired, leased, borrowed, or non-owned, assigned to or used in connection with Seller’s performance of the Agreement; and

d.

Environmental Impairment Liability insurance with a limit and annual aggregate of [*****], which shall include coverage for all actions, omissions, or active or passive negligence, for bodily injury, property damage, defense costs and environmental remediation costs with respect to releases of hazardous substances at any Seller’s Facility, including SAF prior to delivery.

9.2

Additional Insureds. Except for Workers’ Compensation, all the policies required in this Article 9 shall name Buyer and its Affiliates as an additional insured whether in its/their capacity as Buyer or as a reseller of the SAF.

9.3

Primary. The policies shall stipulate that the insurance required by this Article 9 shall be primary insurance and that any insurance or self-insurance carried by Buyer shall not be contributory insurance.

9.4

Recovery Rights. Seller shall waive, and require its insurers to waive, any and all recovery rights to which any insurer of Seller may have against the Buyer by virtue of the payment of any loss under any insurance.

9.5

Maintenance of Insurance Policies Following Termination or Expiration. To the extent that the insurance policies required under this Article 9 are not occurrence-based policies, except for Workers’ Compensation, Seller shall maintain claims made policies for at least three (3) years following termination of the Agreement.

9.6

Severability of Interest. All policies required under this Article 9 except for Workers’ Compensation, shall contain a severability of interest provision, and shall not contain any commutation clause or any other provision that limits third party actions over claims.

9.7

Evidence of Insurance. Upon Buyer’s request, Seller shall provide documentary evidence in a form and content acceptable to Buyer, confirming to its satisfaction that the required insurance policies have been obtained and will remain in effect as required by this Article 9.

9.8

Notice of Material Changes. Seller shall provide Buyer with at least thirty (30) days’ written notice prior to any material changes in or cancellation of any insurance policies.

13.1

[*****].

GEVO, INC.,

as “Seller”

/s/ Timothy J. Cesarek

Name: Timothy J. Cesarek

Title: Chief Commercial Officer

American Airlines, Inc.

as “Buyer” 

/s/ Nathan J. Gatten

Name: Nathan J. Gatten

Title: Chief Government Affairs Officer

a)

it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing, has the power to execute and deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations under this Agreement, and has taken all necessary action to authorize such execution, delivery and performance;

b)

such execution, delivery and performance do not violate or conflict with any Applicable Law(s) in any material respect, any provision of its constitutional documents, any order or judgment of any court or other Governmental Authority or, in any material respect, any of its assets or any contractual restriction binding on or affecting it or any of its assets;

c)

its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law);

d)

it is not relying upon any representations of the other Party or any other Party other than those expressly set forth in this Agreement;

e)

is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this Agreement; and

f)

neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Neat SAF hereunder who is entitled to any compensation with respect thereto.

3.

SPECIFICATIONS AND REQUIREMENTS

3.1

Seller warrants that the Neat SAF produced shall comply with ASTM Standard Specification D7566 Annex 5, “Standard Specification for Aviation Turbine Fuel Containing Synthesized Hydrocarbons” at the time of blending of the SAF at the Off-Airport Storage Facility. Seller further warrants that after blending but prior to the time of delivery Seller shall secure the applicable recertification or approval of the blended SAF output and that at the time of delivery at the Delivery Point such Blended SAF shall comply with ASTM Standard Specification D1655.

3.2

Any other supply specification requires approval by Buyer and a complete specification must be attached to the Agreement.

3.3

EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 3.1, OR ELSEWHERE IN THIS AGREEMENT, THERE ARE NO GUARANTEES OR WARRANTIES HEREIN, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS OR SUITABILITY OF THE FUEL FOR ANY PARTICULAR PURPOSE OR OTHERWISE.

3.4

Seller’s Intellectual Property Infringement Indemnity.

a)

If a claim or action is brought or threatened against Buyer claiming that Buyer’s purchase, acceptance or use, as permitted herein, of the Neat or Blended SAF infringes any Intellectual Property rights arising or existing under Applicable Law, Seller shall defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Claims and Losses of Buyer and its Affiliates to the extent arising from such action or claim.

b)

If Buyer’s use of the SAF is materially impaired, Seller shall use commercially reasonable efforts, at its expense, to continue to meet its supply obligations under this Agreement, including at its own election and expense (i) to substitute an equivalent non-infringing product for the allegedly infringing SAF, (ii) to modify the allegedly infringing SAF so that it no longer infringes but remains functionally equivalent or better or (iii) to obtain for Buyer the right to continue using such SAF; provided, however, that in all cases the SAF shall comply with the specifications set forth in Section 3.1 above. Seller shall, prior to proceeding with any of the foregoing actions, consult with Buyer as to the proposed action and consider in good faith any reasonable request of Buyer in respect thereof. Nothing herein constitutes a guarantee by Seller that such efforts will succeed in avoiding the infringement claim or that Seller will be able to replace the infringing SAF with a product of comparable functionality or effectiveness. If Seller reasonably believes that an injunction against use of the SAF may be granted against Buyer, either imminently or with the passage of time, Seller may at its expense, and upon reasonable prior written notice to Buyer, take any of the foregoing actions in order to minimize its liability.

c)

This Section 3.4 does not apply to, and Seller assumes no liability with respect to, Claims and Losses for patent infringement or copyright infringement or improper use of other proprietary rights (including any license or Intellectual Property, whether by way of copyright or otherwise) to the extent that such Claims or Losses arise, in whole or in part, to (i) Buyer’s modification or alteration of the SAF (except to the extent permitted by this Agreement), after Seller’s written consent or contrary to Seller’s instructions, or (ii) the combination of the SAF with other products or materials after the Delivery Point, other than the combination of the SAF with other fuel meeting the ASTM Standard Specification D1655 while in storage at the on-airport storage facility.

d)

The foregoing provisions of this Section 3.4 state the entire liability and obligations of Seller and its Affiliates, and the exclusive remedy of the Buyer Indemnitees, with respect to any actual or alleged infringement of patents, copyrights, trademarks or other Intellectual Property by the SAF sold and delivered hereunder.

e)

Buyer shall promptly notify Seller in writing following receipt of written notice of any claims alleging infringement of patents or other proprietary rights (including Intellectual Property) in connection with Buyer’s permitted use of the SAF or Seller’s performance of its supply obligations under this Agreement and shall provide Seller with all non-privileged information in its possession relevant to such claim.

3.5

If an action is brought or threatened against Seller claiming that any condition or event described in Section 3.4(c) results in an infringement upon any Intellectual Property arising or existing under Applicable Law, Buyer shall defend, indemnify and hold harmless the Seller Indemnitees at Buyer’s expense from and against any and all Claims and Losses of Seller Indemnitees to the extent arising from such action or claim.

3.6

Seller shall:

a)

[*****];

b)

[*****];

c)

[*****];

d)

[*****]; and

e)

[*****].

4.

QUALITY

4.1

Seller must ensure that the Neat SAF is not contaminated prior to or at the Delivery Point. For this purpose, and subject to the remaining provisions of the Agreement, Seller shall ensure that the policies, standards, procedures and any other practices recommended in ICAO Doc 9977 are implemented and complied with by the Seller, Seller’s Agents, suppliers, operators and any other parties engaged in the operation and/or the supply of Neat SAF or Blended SAF, however the case may be.

5.

DELIVERY & EMISSIONS CREDITS

5.1

Title to and risk of loss of the SAF shall pass to Buyer at the Delivery Point.

5.2

Seller’s measurement, independently verified by the Off-Airport Storage Facility, shall be accepted as prima facie evidence of the quantities of Neat SAF delivered, but Buyer shall be entitled to check the accuracy of the instruments used by Seller upon reasonable notice during Seller’s normal operating hours in the presence of Seller’s representative. Determinations of quantities made in accordance with international industry practice shall be binding. For the avoidance of doubt, the Blended SAF quantity delivered shall be equivalent in volume at 15 degrees Celsius as the quantity of unblended SAF purchased.

5.3

Any SAF to be delivered under the Agreement which is found to be Off-Specification SAF or Contaminated SAF may be rejected by Buyer, at Buyer’s sole discretion. Buyer shall not be required to pay Seller for any Off-Specification SAF or Contaminated SAF rejected by Buyer hereunder, or for any output rejected by Buyer that is not SAF in accordance with the specification set out in Clause 3.1.

5.4

Without prejudice to Seller’s other obligations and Buyer’s rights under this Agreement, Seller shall pro-actively take reasonable steps to keep Buyer informed, and will use its best endeavors to ensure that Buyer is notified as soon as practicable

a)

of any matter that could reasonably be expected to impact Seller’s ability to supply Buyer with Neat or Blended SAF in accordance with the Agreement; Seller will provide Buyer with relevant information regarding the matter and any Seller planned actions to minimize any impact on Buyer, and in the case of any disruption to supply, provide daily updates or relevant information in writing until the supply disruption is resolved; and

b)

of any infrastructure works which Seller may be aware of and which potentially may impact timely and sufficient available supply of conforming SAF to the Buyer.

5.5

The Parties shall reasonably cooperate to establish a mutually agreeable monthly delivery schedule for SAF to be delivered hereunder, taking into account the capabilities of Seller’s Facilities and Seller’s obligations to its other customers and Buyer’s needs, it being the expectation that such schedule shall provide for delivery of the Minimum Annual Contract Quantity substantially on a ratable basis, provided that Parties may agree or Buyer may request a reasonable variation to the monthly amount with sixty (60) days’ advance written notice (but without limiting Buyer’s obligation to take and pay for the Minimum Annual Contract Quantity for the year in question).

5.6

The Parties acknowledge that as of the date hereof there are various Emissions Credits and User-Specific Credits related schemes or programs currently under consideration (e.g., CORSIA and the Renewable Energy Directive) but which have not yet been finalized. [*****].

5.7

The intent of the parties is for Seller to retain all Emissions Credits and for Buyer to receive all User-Specific Credits. [*****].

5.8

[*****].

5.9

Should a commensurate market become available in another state or region (i.e., LCFS in New York) then upon the request of either Party, the Parties will work together in an effort to mutually agree upon pricing, quantity and other terms upon which the SAF may be provided into the commensurate market,

6.

INSPECTIONS, AUDITS AND SAMPLES

6.1

Buyer or its representative shall have the unlimited right to perform a (technical) survey, audit or inspection of Seller’s records on (a) the SAF quality and quality control and (b) the sustainability attributes of the SAF and (c) checks of the SAF production quantities produced at the Supplier’s Facility. The records set forth in this Section 6.1 shall be made available for inspection, audit or survey, as the case may be, by Buyer at Seller’s Facility. A (technical) survey or inspection shall be made during normal working hours. Buyer shall give reasonable notice of its intention to perform a technical survey or inspection as provided in this Section 6.1, and shall use its best endeavors not to hinder, delay or disrupt Seller’s activities.

6.2

[*****].

7.

COMPLAINTS & CLAIMS

7.1

Complaints as to delivery delays shall be notified to Seller at the time of delivery or as soon as practicable thereafter, followed by a written claim to be made within fifteen (15) days after delivery.

7.2

Complaints as to defects in quality or any other matter shall be notified to Seller as soon as practicable, followed by a written claim to be made within thirty (30) days after delivery.

7.3

If the claim is not made within either the 15-days period or the 30-days period, respectively, it represents a waiver of the right to claim. In no event is a waiver of the right to claim made or implied by a signature or any other statement on the Delivery Note, irrespective of whether or not such Delivery Note contains conditions implying such waiver.

8.

DUTIES, TAXES AND CHARGES

8.1

Buyer shall pay any taxes, fees or other charges, imposed by any national, local or airport authority on the delivery, sale, inspection, storage and use of SAF. Seller shall be responsible for any taxes, imposts, levies, duties or other fees with respect to, or based upon, any measure of Seller’s income, whether gross or net and any taxes, imposts, levies, duties or other fees with respect to, or based upon, Seller’s assets, capital, property, or payroll, however denominated, including, without limitation, any doing business taxes, franchise, gross receipts, fringe benefit, social security, or welfare taxes or any regulatory taxes or fees. To the extent allowed, Seller shall show these taxes, fees and other charges as separate items on the invoice for the account of Buyer.

8.2

Notwithstanding Section 8.1, Buyer shall not be responsible for or reimburse Seller for, and Seller shall Indemnify Buyer for, any Tax where: (a) a specific exemption applies to the products or services provided to Buyer hereunder or any transaction occurring pursuant to or arising out of this Agreement; (b) Buyer has provided to Seller written representation, substantiation, or other confirmation that Seller is not responsible for such collection and that Buyer is authorized to make payment for such Taxes directly to the applicable Governmental Authority and, where required by applicable law to discharge Seller’s obligations to either remit such Taxes to the applicable Governmental Authority or charge Buyer such Taxes, a certification that Buyer has made the relevant remittance; or (c) Seller is otherwise responsible for and obligated to pay such Taxes as set forth herein. Otherwise, Buyer shall remain obligated to reimburse Seller for Taxes that have been paid on by Seller on Buyer’s behalf.

8.3

Seller shall keep Buyer informed at all times about the taxes, duties and charges existing or to be charged to Buyer. Should Seller, however, in good faith provide inaccurate or incomplete information to Buyer, Buyer shall not be relieved of the obligation to pay. Buyer may, or at Buyer’s request, Seller shall, as an applicable nominal party, take all actions necessary to contest the validity, applicability or any other like challenge with respect to the amount or application of such taxes, duties and charges (including but not limited to withholding of any tax) and shall institute actions to recover past or anticipated payments thereof, provided, as to withholding of any tax, that Buyer gives Seller an indemnity which meets any reasonable requirement of Seller. Unless other arrangements are made, all actions taken in this respect shall be at Buyer’s sole expense. If Buyer is entitled to purchase any SAF sold pursuant to the Agreement free of any taxes, duties or charges, Buyer shall deliver to Seller a valid exemption certificate for such purchase.

9.

FORCE MAJEURE

9.1

In addition to any waivers (arising out of the same or other causes) provided by operation of law, no failure or omission by either Party to carry out or observe any of the provisions of the Agreement (except for Section 9.6 hereunder) shall give rise to any claim against that Party, or be deemed to be a breach of the Agreement, if the same shall arise out of a Force Majeure event. A Force Majeure event for the purposes of this Agreement means any cause not within the reasonable control of the Party claiming Force Majeure (whether or not foreseeable) and not occasioned by such Party’s fault or negligence that prevents or delays, in whole or in part, such Party’s performance of one or more of its obligations under this Agreement. Provided that they satisfy the foregoing requirements, Force Majeure events may include such causes as labor disputes, strikes, governmental intervention, or the Party’s response to the insistences of any governmental instrumentality or Person purporting to act therefor, terrorism, wars, civil commotion, hijacking, fire, flood, accident, storm or any act of God.

9.2

Notwithstanding the provisions of Section 9.1, neither Party shall be relieved by reason of Force Majeure of any obligation to make payment under the Agreement, except as provided in Clause 11. Neither the ability of Buyer to obtain better economic terms for SAF from an alternative supplier, nor any cost increase resulting from a circumstance that in itself is not a Force Majeure event, however substantial, in Seller’s performance of the Agreement, as applicable, shall constitute Force Majeure. The default of a sub-supplier or subcontractor shall not constitute a Force Majeure event (except to the extent the sub-supplier or subcontractor is affected by a Force Majeure event).

9.3

The Party affected by the Force Majeure shall use all reasonable endeavors to remove such reasons as soon as practicable and to mitigate the effects thereof, and upon removal and remedying of such reason said Party shall promptly resume the performance of its obligations, provided, however, that, in removing such reasons and/or mitigating such efforts, a Party shall not be required to settle strikes or lockouts or government claims by acceding to any demands when, in the reasonable discretion of that Party, it would be inappropriate to do so.

9.4

If deliveries are delayed, hindered or prevented due to Force Majeure on Seller’s part, Buyer shall be free to purchase replacement jet fuel or SAF from third parties during such period.

9.5

Buyer shall be released from the obligation to receive and/or pay for any SAF not provided or made available by Seller to Buyer due to a Force Majeure.

9.6

In the duration of any Force Majeure event affecting Seller, Seller shall be entitled to apportion the remaining capacity of SAF as it sees fit, albeit in an equitable and non-discriminatory manner among contracted customers.

9.7

If an event of Force Majeure affecting Seller occurs, and such event of Force Majeure wholly prevents Seller from making available any SAF hereunder to Buyer, Seller may, in its sole discretion, notify Buyer of Seller’s desire to extend the Term by a number of days equal to the period from the day such event of Force Majeure took effect until the end of such event of Force Majeure, on condition that such extension of the Agreement is also acceptable to the Buyer in its sole discretion.

10.

LIABILITY AND INDEMNITY

10.1

Buyer shall indemnify, defend, HOLD and save harmless the Seller Indemnitees from and against any and all Claims and Losses of Third Parties for loss of or damage to any property whatsoever or for injury, including fatal injury TO, and death OF any person whomsoever that arise out of or are connected with actions or omissions of buyer in the performance by Buyer of its obligations under this Agreement, or that arise out of or are connected with the handling, storage, sale, transportation, use, misuse, blending, processing or disposal by or on behalf of Buyer, Buyer’s customers, or their respective Affiliates or their contractors or carriers of any tier, of any Neat SAF after such SAF has been delivered to the Delivery Point, except in each case to the extent caused by Seller’s breach of the Agreement, or the negligence or willful misconduct of Seller or any Seller Indemnitee.

10.2

Seller shall indemnify, defend and save harmless the Buyer Indemnitees and each from and against any and all Claims and Losses of Third Parties for loss of or damage to any property whatsoever or for injury, including fatal injury to, and/or death of any person whomsoever that arise out of or are connected with actions or omissions of seller etc in the performance of its obligations under this Agreement, or that arise out of or are connected with the production, handling, storage, sale, transportation, use, misuse, blending, processing or disposal by or on behalf of Seller or its Affiliates or their contractors or carriers of any tier, of any SAF prior to the time such SAF has been delivered to the Delivery Point, except in each case to the extent caused by Buyer’s breach of the Agreement, the negligence or willful misconduct of Buyer or any Buyer Indemnitee.

10.3

The liability of Seller for any loss, damage, claim or other expenditure arising from Seller failing to perform its several obligations under the Agreement shall be limited to the prompt refund if paid of the price of the affected delivery or (at Seller’s option), the prompt replacement of affected SAF at no additional cost to Buyer. The preceding sentence and limitations shall not apply in relation to any indemnities owed by the Seller to the Buyer, including under preceding Section 10.2.

10.4

Without limiting these General Terms and Conditions or the rest of this Agreement, neither Party shall, under any circumstances, be liable to the other Party for consequential, incidental, special, punitive, or exemplary damages suffered arising out of or related to the transactions contemplated under this Agreement, including, but not limited to, lost profits or loss of business, or business interruption damages, even if apprised of the likelihood of such damages occurring, and regardless of whether available in tort gross or agreement or by statute. These limitations shall apply even if it causes a remedy in this Agreement to have failed of its essential purpose. the limitations of this Section 10.4 shall not prevent the recovery through the indemnification provisions of this Article 10 of consequential, incidental, special, punitive, or exemplary damages suffered by and paid or payable to a Third Party by an indemnified Party (excluding Third Party customers of an indemnified Party) as a result of actions included in the protection afforded by the indemnification provisions of Article 10.

11.

DEFAULTS AND REMEDIES; TERMINATION

11.1

A Party shall be deemed to be in default hereunder if any of the following events occur (each of the following events to be referred to as an “Event of Default”, the Party in default to be referred to as the “Defaulting Party” and the Party not in default to be referred to as the “Non-Defaulting Party”):

a)

The failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within thirty (30) days after written notice thereof;

b)

In case of a material breach (or a number of breaches that collectively constitute a material breach, including any continuous or persistent breaches) of the Agreement by either Party, but only insofar as the other Party has not cured its breach of the Agreement within sixty (60) days of receiving written notice of the default from the first Party, provided that if such sixty (60) day period is not sufficient to enable the remedy or cure of such failure in performance, and such Party shall have upon receipt of the initial notice promptly commenced and diligently continues thereafter to remedy such failure, then such Party shall have a reasonable additional period of time not to exceed an additional sixty (60) day period;

c)

If the other Party becomes insolvent, makes a general assignment for the benefit of its creditors or commits an act of bankruptcy or if a petition for its reorganization or readjustment of its indebtedness is filed by or against it and, in the case of any such petition filed against it, such petition is not dismissed within ninety (90) days, or if a receiver, trustee or liquidation of all or substantially all of its property is appointed;

d)

Any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated; or

e)

For the benefit of Seller, if Buyer fails to satisfy the creditworthiness/collateral requirements of this Agreement and such failure continues for fifteen (15) Business Days after written notice thereof.

11.2

If either Party reasonably believes that an event has occurred which, if not remedied within the applicable cure period explicitly set forth in Section 11.1 above, would result in an Event of Default by or affecting the other Party, the Non-Defaulting Party shall give the Defaulting Party a notice (a “Default Notice”), which shall specify and provide particulars of the alleged Event of Default. If such Event of Default continues uncured following the cure period specified above for such Event of Default, then the Non-Defaulting Party shall have such remedies as may be available to it at law or in equity subject, however, to the limitations on liability provided herein. For clarity, this shall non-exhaustively include the right to forthwith terminate the Agreement on written notice to the Defaulting Party. If no cure period is specified in Section 11.1 for the Event of Default evoked by a Party, then occurrence of such Event of Default shall entitle the non-Defaulting Party to terminate this Agreement forthwith.

11.3

Notwithstanding early termination, each Party shall remain obligated to fulfil all obligations accrued under the Agreement prior to the time the termination became effective and shall not be released from any such antecedent/accrued rights or liabilities.

12.

SUBCONTRACTING

13.

NON-WAIVER

14.

NON-DISCLOSURE

14.1

“Confidential Information” means any information disclosed by either Party to the other Party, directly or indirectly, in writing, orally, or by inspection of tangible objects (including documents, prototypes, samples, plant, and equipment), which is designated as “Confidential,” “Proprietary,” or some similar designation, or that should reasonably be understood to be confidential from the context of disclosure or nature of the information with respect to the purpose of the Agreement. Confidential Information will not, however, include any information that the receiving Party can show by competent evidence: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party, , except if so antecedently received by a Person in the context of the negotiation of this Agreement; (d) is obtained by the receiving Party from a third party without breach of the third party’s obligations of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. For the avoidance of doubt, the Agreement, the information contained in the Agreement and the existence of the Agreement itself shall be considered Confidential Information. Each receiving Party shall keep the Confidential Information disclosed to it by the disclosing Party confidential, shall take all measures reasonably necessary to safeguard confidentiality (at any rate no less than those taken by a reasonable business for safeguarding its own highly sensitive commercial information), and shall not disclose such Confidential Information, in whole or in part, except to those of its directors, consultants, officers, and employees, Agents, consultants, advisors, affiliates and in the case of Seller, debt or equity finance parties providing or potentially providing financing to Seller or its Affiliates (i) who need to know such Confidential Information for the purpose of this Agreement , (ii) who have been informed of the confidential nature of such information, and (iii) who are obligated to keep such information in confidence pursuant to terms of the Agreement.

14.2

In addition to the specific obligations otherwise set forth in this Agreement, the receiving Party shall:

a)

safeguard and hold in confidence all such Confidential Information using efforts commensurate with those it employs for the protection of corresponding sensitive information of its own, which in any event shall not be a lesser standard than the type of efforts that would be taken by a reasonable business for the protection of its own highly sensitive information and trade secrets; and

b)

not use or copy such Confidential Information, directly or indirectly, for any purposes other than the performance of this Agreement and not use such Confidential Information for the receiving Party’s own benefit or for any purpose detrimental to the interests of the disclosing Party.

14.3

However:

a)

Each Party is allowed to disclose Confidential Information to any governmental or supranational authority or to make any public disclosures to the extent disclosure is legally compulsory, provided, however, that, to the extent permitted by law, such Party shall inform the disclosing Party of such governmental request for information or regulatory obligation to disclose with advance written notice; and

b)

The Buyer is allowed to disclose information of any findings resulting from any audit, investigation or inspection conducted under this Agreement to members and directors of IATA, IFQP, JIG and other fuel quality organizations the Buyer may be a member of, where such findings relate to a safety of flight issue for the Buyer and/or other aircraft operators.

14.4

In the event of a contested disclosure, the burden of demonstrating that the information at issue was not confidential shall be borne by the Party having received the same.

14.5

Each Party undertakes that, should it commit any breach of its confidentiality obligations under the Agreement, it will take all reasonable measures to remedy the breach. Each Party agrees that money damages may not be a sufficient remedy for any breach of the confidentiality obligations in the Agreement, and each Party shall be entitled to seek injunctive or other equitable relief to remedy or forestall any such breach or any threatened breach.

14.6

Nothing in the Agreement is intended to or shall be construed as granting to any Party any license or right under any patent, copyright, or other intellectual property right of the other Party, nor shall the Agreement impair the right of any Party to contest the scope, validity, or alleged infringement of any patent or copyright. The Agreement shall not grant any Party any rights in or to the Confidential Information of the other Party, except as expressly set forth in this Agreement.

15.

NOTICES

15.1

All notices and other communications required to be given pursuant to the Agreement shall be:

a)

in writing;

b)

delivered by hand (against receipt), recorded courier or express service, or sent by electronic mail; provided that any communications delivered by electronic email shall be in a portable document format (PDF); and

c)

delivered, sent or transmitted to the address for the recipient’s communications as stated below; provided that:

i)

if the recipient gives the other Party notice of another address, communications shall thereafter be delivered accordingly; and

ii)

if the recipient has not stated otherwise when requesting an approval or consent, it may be sent to the address from which the request was issued.

15.2

Any such notice or other communication shall be deemed to have been received by a Party as follows:

a)

if delivered by hand or delivered by courier or express service, at the time of delivery; or

b)

if sent by electronic mail properly addressed and dispatched, upon transmission, if during the recipient’s regular business hours, and otherwise, on the next Business Day, provided that in either case such notice shall not be effective unless a copy of such notice shall be sent by registered or certified mail, return receipt requested, postage prepaid.

15.3

Notices shall be sent between the Parties to the respective addresses as follows (or to such other address as may be specified by Notice to the other Party):