Debt

2020

Notes

The following table sets forth information pertaining to the

2020

Notes which is included in the Company’s Consolidated Balance Sheets (in thousands):

	Principal Amount of 2020 Notes			Debt Discount			Debt Issue Costs			Total 2020 Notes			2020 Notes Embedded Derivative			Total 2020 Notes and 2020 Notes Embedded Derivative

Balance - December 31, 2017	$	16,657		$	(2,501	)	$	(665	)	$	13,491		$	5,224		$	18,715

Amortization of debt discount		—			1,094			—			1,094			—			1,094
Amortization of debt issue costs		—			—			309			309			—			309
Paid-in-kind interest		304			—			—			304			—			304
Change in fair value of 2020 Notes embedded derivative		—			—			—			—			(2,637	)		(2,637	)
Conversion of 2020 Notes into common stock		(3,186	)		428			114			(2,644	)		(2,193	)		(4,837	)

Balance - December 31, 2018		13,775			(979	)		(242	)		12,554			394			12,948

Amortization of debt discount		—			856			—			856			—			856
Amortization of debt issue costs		—			—			212			212			—			212
Paid-in-kind interest		278			—			—			278			—			278
Change in fair value of 2020 Notes embedded derivative		—			—			—			—			(394	)		(394	)

Balance - December 31, 2019	$	14,053		$	(123	)	$	(30	)	$	13,900		$	—		$	13,900

April 19, 2017,

the Company entered into an Exchange and Purchase Agreement (the

“2017

Purchase Agreement”) with WB Gevo, LTD (the

“2017

Holder”) the holder of the Company's

12.0%

convertible senior secured notes due

2017

(the

"2017

Notes"), which were issued under that certain Indenture dated as of

June 6, 2014,

by and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society ("FSB"), as trustee and as collateral trustee (as supplemented, the

“2017

Notes Indenture”), and Whitebox Advisors LLC ("Whitebox"), in its capacity as representative of the

2017

Holder. Pursuant to the terms of the

2017

Purchase Agreement, the

2017

Holder, subject to certain conditions, including approval of the transaction by the Company's stockholders (which was received on

June 15, 2017),

agreed to exchange all of the outstanding principal amount of the

2017

Notes for an equal principal amount of the

2020

Notes, plus an amount in cash equal to the accrued and unpaid interest (other than interest paid in kind) on the

2017

Notes (the

“2017

Exchange”). On

June 20, 2017,

the Company completed the

2017

Exchange, terminated the

2017

Notes Indenture and cancelled the

2017

Notes.

The

2020

Notes had a maturity date of

March 15, 2020

and were secured by a

first

lien on substantially all of our assets. The

2020

Notes had an interest rate equal to

12%

per annum (with

potentially payable as PIK Interest (as defined and described below) at our option), payable on

March 31,

June 30,

September 30

and

December 31

of each year. To the extent that the Company paid any portion of the interest due on the

2020

Notes as PIK Interest, the maximum aggregate principal amount of

2020

Notes that would have been convertible into shares of the Company's common stock increased.

Under certain circumstances, the Company had the option to pay a portion of the interest due on the

2020

Notes by either (a) increasing the principal amount of the

2020

Notes by the amount of interest then due or (b) issuing additional

2020

Notes with a principal amount equal to the amount of interest then due (interest paid in the manner set forth in (a) or (b) being referred to as “PIK Interest”).

Additional shares of the Company's common stock could also have become issuable pursuant to the

2020

Notes in the event the Company was required to make certain make-whole payments as provided in the

2020

Notes Indenture.

The

2020

Notes were convertible into shares of the Company's common stock, subject to certain terms and conditions. The initial conversion price of the

2020

Notes was equal to

$14.72

per share of common stock, or

0.0679

shares of common stock per

principal amount of

2020

Notes.

2020/21

Notes

January 10, 2020,

the Company entered into an Exchange and Purchase Agreement (the

“2020/21

Purchase Agreement”) with the guarantors party thereto, the

2017

Holder and Whitebox Advisors LLC ("Whitebox"), in its capacity as representative of the

2017

Holder. Pursuant to the terms of the

2020/21

Purchase Agreement, the

2017

Holder, subject to certain conditions, agreed to exchange all of the outstanding principal amount of the

2020

Notes, which was approximately

$14.1

million including unpaid accrued interest, for approximately

$14.4

million in aggregate principal amount of the Company's newly created

12.0%

Convertible Senior Notes due

2020/21

(the

"2020/21

Notes") (the

“2020/21

Exchange”). Pursuant to the

2020/21

Purchase Agreement, the Company also granted the

2017

Holder an option to purchase up to an additional aggregate principal amount of approximately

$7.1

million of

2020/21

Notes (the

“2020/21

Option Notes”), at a purchase price equal to the aggregate principal amount of such

2020/21

Option Notes purchased less an original issue discount of

2.0%,

having identical terms (other than with respect to the issue date and restrictions on transfer relating to compliance with applicable securities law) to the

2020/21

Notes issued, at any time during the period beginning on the date of closing of the

2020/21

Exchange and ending on the later of (a)

180

days thereafter, and (b)

days following the date on which Stockholder Approval (as described below) is obtained. In addition, on

January 10, 2020,

the Company completed the

2020/21

Exchange, terminated the

2017

Notes Indenture and cancelled the

2020

Notes. In addition, the Company entered into an Indenture by and among the Company, the guarantors named therein (the

“2020/21

Notes Guarantors”) and FSB, as trustee and as collateral trustee (the

“2020/21

Notes Indenture”), pursuant to which the Company issued the

2020/21

Notes.

The

2020/21

Notes will mature on

December 31, 2020,

provided that the maturity date will automatically be extended to

April 1, 2021

if (i) approval of a stockholder proposal is obtained prior to

March 20, 2020

for the issuance of shares of the Company’s common stock under the

2020/21

Notes Indenture in excess of

19.99%

of the outstanding shares of the Company’s common stock on the date of the

2020/21

Notes Indenture (the “Stockholder Approval”), and (ii) the aggregate outstanding principal balance of the

2020/21

Notes (including any

2020/21

Option Notes) as of

December 15, 2020

is less than

million. The

2020/21

Notes bear interest at a rate equal to

12%

per annum (with

payable as PIK Interest (as defined and described below)), payable on

March 31,

June 30,

September 30

and

December 31

of each year. Under certain circumstances, the Company will have the option to pay a portion of the interest due on the

2020/21

Notes by either (a) increasing the principal amount of the

2020/21

Notes by the amount of interest then due or (b) issuing additional

2020/21

Notes with a principal amount equal to the amount of interest then due (interest paid in the manner set forth in (a) or (b) being referred to as “PIK Interest”). In the event the Company pays any portion of the interest due on the

2020/21

Notes as PIK Interest, the maximum aggregate principal amount of

2020/21

Notes that could be convertible into shares of the Company’s common stock will be increased.

The

2020/21

Notes are convertible into shares of the Company’s common stock voluntarily by the

2017

Holder at the conversion price, subject to certain terms and conditions. The initial conversion price of the

2020/21

Notes is equal to

$2.442

per share of the Company’s common stock (the

“2020/21

Notes Conversion Price”), or

0.4095

shares of the Company’s common stock per

principal amount of

2020/21

Notes. The Company and the

2017

Holder

may

also mutually agree on other conversions of the

2020/21

Notes into shares of the Company’s common stock on a monthly basis (a “Contractual Conversion”) pursuant to the terms of the

2020/21

Notes Indenture. The

2020/21

Notes Conversion Price in a Contractual Conversion will be reduced to the lesser of the then-applicable

2020/21

Notes Conversion Price or a

10%

discount to the average of the daily volume weighted average price of the Company’s common stock for the

three

forward trading days prior to the date of the Contractual Conversion.

Each

2017

Holder has agreed

not

to convert its

2020/21

Notes into shares of the Company’s common stock to the extent that, after giving effect to such conversion, the number of shares of the Company’s common stock beneficially owned by such

2017

Holder and its affiliates would exceed

4.99%

of the Company’s common stock outstanding at the time of such conversion (the

“4.99%

Ownership Limitation”); provided that a

2017

Holder

may,

at its option and upon

days’ prior notice to the Company, increase such threshold to

9.99%

(the

“9.99%

Ownership Limitation”). If a conversion of

2020/21

Notes by a

2017

Holder would exceed the

4.99%

Ownership Limitation or the

9.99%

Ownership Limitation, as applicable, the

2020/21

Purchase Agreement contains a provision granting the

2017

Holder a fully funded prepaid warrant for such common stock with a term of

nine

months, subject to a

six

-month extension, which it can draw down from time to time.

The

2020/21

Notes

may

be redeemed in whole or in part, at the Company’s option, for cash at any time after the Stockholder Approval is obtained and upon

120

days’ notice to the

2017

Holder. Following a notice of redemption of the

2020/21

Notes by the Company, the

2017

Holder

may

elect to convert the

2020/21

Notes into shares of the Company’s common stock at the same conversion price as applicable to a Contractual Conversion.

The

2020/21

Notes do

not

contain any anti-dilution adjustments for future equity issuances that are below the

2020/21

Notes Conversion Price, and adjustments to the

2020/21

Notes Conversion Price will only generally be made in the event that there is a dividend or distribution paid on shares of the Company’s common stock, a subdivision, combination or reclassification of the Company’s common stock, or at the discretion of the Board of Directors of the Company in limited circumstances and subject to certain conditions.

The

2020/21

Notes are secured by a lien on substantially all of the assets of the Company and the

2020/21

Notes Guarantors, including intellectual property and real property, and are guaranteed by the Company’s existing subsidiaries.

Under certain circumstances, the Company

may

file

one

or more registration statements on Form S-

or amend filings in order to register shares of common stock for sale or resale, as necessary in connection with the

2020/21

Notes.

Notes Payable - Other

During the

fourth

quarter

2019,

the Company purchased equipment and financed part of its insurance obligation. The equipment notes pay interest between

3.9%

4.0%,

have total monthly payments of

$0.01

million and mature at various dates from

August 2020

December 2024.

The equipment loans are secured by the related equipment. The balance of these notes at

December 31, 2019

are as follows (in thousands):

Equipment	$	321
Insurance		428
		749
Less current portion		(516	)

Long-term portion	$	233

Future payments for Notes Payable - Other are as follows (in thousands):

Year ending December 31,	Amount

2020	$	516
2021		79
2022		60
2023		62
2024		32

	$	749

2022

Notes

July 2012,

the Company sold

$45.0

million in aggregate principal amount of its

7.5%

convertible senior notes due

July 2022 (

the

"2022

Notes") for net proceeds of

$40.9

million, after accounting for

$2.7

million and

$1.4

million of discounts and issue costs, respectively. The

2022

Notes had an interest rate of

7.5%,

which was to be paid semi-annually in arrears on

January 1

and

July 1

of each year. In the

first

quarter of

2018,

the Company issued an aggregate

39,016

shares in exchange for the redemption of the remaining

$0.5

million in outstanding

2022

Notes.