Amendment No. 2 to Development Agreement between ICM, Inc. and Gevo, Inc. (Effective December 7, 2011)

Summary

This amendment updates the Development Agreement between ICM, Inc. and Gevo, Inc., originally effective October 16, 2008. It revises the section on project term and termination, allowing either party to end the agreement without cause with 30 days' written notice, or immediately in case of a material breach of confidentiality or intellectual property provisions. If Gevo terminates during the project, it must pay ICM all amounts owed, including costs for plant construction and modification. All other terms of the original agreement remain unchanged.

EX-10.3 3 d321518dex103.htm AMENDMENT NO. 2 EFFECTIVE AS OF DECEMBER 7, 2011 TO THE DEVELOPMENT AGREEMENT Amendment No. 2 effective as of December 7, 2011 to the Development Agreement

Exhibit 10.3

DEVELOPMENT AGREEMENT

AMENDMENT

NUMBER 2

This Development Agreement Amendment Number 2 (this “Amendment”), by and between ICM, Inc. (the “ICM”) and Gevo, Inc., a Delaware corporation with offices at 345 Inverness Dr. South, Building C, Suite 310, Englewood, Colorado 80112-5889 (“Gevo”) is effective as of December 7, 2011 (the “Effective Date”) and amends that certain Development Agreement between ICM and Gevo (the “Agreement”) effective October 16, 2008.

ICM and Gevo agree that Section 9 of the Agreement shall be replaced in its entirety with the following:

“9 Project Term. With respect to the Project, this Agreement is effective as of the Effective Date set forth above and will terminate as provided below (the “Project Term”). Either Party may terminate this Agreement without cause at any time, with termination effective thirty (30) days after such Party’s delivery to the other party of written notice of termination. Gevo or ICM also may terminate this Agreement immediately upon the other Party’s material breach of Article 10 (“Confidentiality”) or Article 11 (“Intellectual Property”) or any time prior to the start of the Project. If Gevo terminates this Agreement during the Project Term, it will remain responsible to pay to ICM all amounts owed pursuant to Section 23 as of the effective date of such termination, including but, not limited to, all costs incurred by ICM for construction and modification of the Plant for purposes of the Project.”

All other terms, restrictions and obligations of the Agreement shall remain in full force and effect. All capitalized words and terms used in this Amendment and not defined herein shall have the respective meaning/s ascribed to them in the Agreement.


Accepted and Agreed to,

ICM, Inc.:

By:		/s/ Tom Ranallo
Name:		Tom Ranallo
Title:		Vice-President—Operations

Gevo, Inc.:

By:		/s/ Brett Lund
Name:		Brett Lund
Title:		EVP & General Counsel