Aemetis, Inc Sample Contracts

Aemetis, Inc – AEMETIS BIOGAS LLC SERIES A PREFERRED UNIT PURCHASE AGREEMENT (December 27th, 2018)

THIS SERIES A PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of the 20th day of December, 2018 (the “Signing Date”), by and among AEMETIS BIOGAS LLC, a Delaware limited liability company (the “Company”), PROTAIR-X AMERICAS, INC., a Delaware corporation (the “Purchaser”), and THIRD EYE CAPITAL CORPORATION, as agent for the Purchaser (in such capacity, the “Agent”).

Aemetis, Inc – SECURITY AGREEMENT BY AEMETIS BIOGAS LLC, as Grantor IN FAVOR OF THIRD EYE CAPITAL CORPORATION, as agent DATED AS OF DECEMBER 20, 2018 (December 27th, 2018)
Aemetis, Inc – AMENDED AND RESTATED LIMITED LIABLITY COMPANY AGREEMENT OF AEMETIS BIOGAS LLC (December 27th, 2018)

THE UNITS ISSUED PURSUANT TO THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

Aemetis, Inc – INTERCOMPANY REVOLVING PROMISSORY NOTE (December 7th, 2018)

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Aemetis Property Keyes, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of Goodland Advanced Fuels, Inc., a Delaware corporation, or its assigns (the “Holder”, and together with the Borrower, the “Parties”), the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Loan”) or, if less, then the aggregate of such amounts the Holder has disbursed to the Borrower pursuant to Section 2.2, together with all accrued interest thereon, as provided in this Intercompany Revolving Promissory Note (the “Note”).

Aemetis, Inc – LIMITED GUARANTY (December 7th, 2018)

This LIMITED GUARANTY (this “Limited Guaranty”), dated as of December 3, 2018, is made by AEMETIS PROPERTY KEYES, INC. (the “Guarantor”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – LIMITED GUARANTY (December 7th, 2018)

This LIMITED GUARANTY (this “Limited Guaranty”), dated as of December 3, 2018, is made by AEMETIS ADVANCED FUELS KEYES, INC. (the “Guarantor”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – SECOND AMENDED & RESTATED LIMITED GUARANTY (December 7th, 2018)

This SECOND AMENDED & RESTATED LIMITED GUARANTY (this “Limited Guaranty”), dated as of December 3, 2018, is made by AEMETIS, INC. (the “Parent Guarantor”) and Aemetis Advanced Products Keyes, Inc. (“AAPK” and collectively with the Parent Guarantor, the “Guarantors”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (December 7th, 2018)

This Amendment No. 2 to Note Purchase Agreement (this “Amendment”), is dated as of November 30, 2018, by and among (i) GOODLAND ADVANCED FUELS, INC., a Delaware corporation (the “Borrower”) and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders (the “Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND – INSIGHT FUND, THIRD EYE CAPITAL ALTERNATIVE CREDIT TRUST, and MBI/TEC PRIVATE DEBT OPPORTUNITIES FUND I, L.P. (collectively, the “Noteholders”), and is acknowledged and agreed by the current Guarantors, AEMETIS, INC., a Nevada corporation (“Parent”) and AEMETIS ADVANCED PRODUCTS KEYES, INC., a Delaware corporation (“AAPK”) and new Guarantors, AEMETIS PROPERTY KEYES, INC. (formerly Aemetis Advanced Fuels Goodland, Inc.) (“APKI”) and AEMETIS ADVANCED FUELS KEYES, INC. (“AEFK”, and together with the Parent, AAPK, APKI and the Borrower, the “Obligors”).

Aemetis, Inc – PLEDGE AGREEMENT made by AE ADVANCED FUELS. INC., as Pledgor in favor of THIRD EYE CAPITAL CORPORATION, as Agent Dated as of December 3, 2018 (December 7th, 2018)

PLEDGE AGREEMENT, dated as of December 3, 2018, by AE ADVANCED FUELS, INC. (the “Pledgor”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – GENERAL SECURITY AGREEMENT made by AEMETIS PROPERTY KEYES, INC., as a Grantor THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of THIRD EYE CAPITAL CORPORATION, as Agent Dated as of December 3, 2018 (December 7th, 2018)

This GENERAL SECURITY AGREEMENT, (the “Agreement”) dated as of December 3, 2018, is made by Aemetis Property Keyes, Inc., a Delaware corporation (the “Company”), as a grantor, and any subsidiary of the Company that may from time to time become party hereto (in accordance with Section 8.14 hereof) as a grantor (collectively with the Company, the “Grantors”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – AMENDED & RESTATED LIMITED GUARANTY (August 29th, 2018)

This AMENDED & RESTATED LIMITED GUARANTY (this “Limited Guaranty”), dated as of June 28, 2018, is made by AEMETIS, INC. (the “Parent Guarantor”) and Aemetis Advanced Products Keyes, Inc. (“AAPK” and collectively with the Parent Guarantor, the “Guarantors”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (August 29th, 2018)

This Amendment No. 1 to Note Purchase Agreement (this “Amendment”), is dated as of June 28, 2018, by and among (i) GOODLAND ADVANCED FUELS, INC., a Delaware corporation (the “Borrower”) and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders (the “Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND – INSIGHT FUND, THIRD EYE CAPITAL ALTERNATIVE CREDIT TRUST, and MBI/TEC PRIVATE DEBT OPPORTUNITIES FUND I, L.P. (collectively, the “Noteholders”), and is acknowledged and agreed by the Guarantors, AEMETIS, INC., a Nevada corporation (“Parent”) and AEMETIS ADVANCED PRODUCTS KEYES, INC., a Delaware corporation (“AAPK”, together with the Parent and the Borrower, the “Obligors”).

Aemetis, Inc – Contract (August 29th, 2018)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF.

Aemetis, Inc – PROMISSORY NOTE (April 20th, 2018)

This promissory note (the “Note”) is being issued to the Lender in connection with the Amended and Restated Note Purchase Agreement made as of July 6, 2012 (as amended, restated, supplemented, revised, or replaced from time to time, the “NPA”) by and among the Obligors, Third Eye Capital Corporation, as agent for the Noteholders (the “Agent”) and the Noteholders. Capitalized terms used but not defined herein shall have the meaning given to them in the NPA. Notwithstanding anything indicated herein or in the NPA, this Note is deemed to be one of the Notes under the NPA, is a Note Purchase Document and this Note and the obligations hereunder are subject to the provisions of the NPA.

Aemetis, Inc – LIMITED WAIVER AND AMENDMENT NO. 14 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (March 29th, 2018)

This Limited Waiver and Amendment No. 14 to Amended and Restated Note Purchase Agreement (this “Amendment”), is dated as of March 27, 2018, is made by and among (i) AEMETIS ADVANCED FUELS KEYES, INC., a Delaware corporation (“AEAFK”), AEMETIS FACILITY KEYES, INC., a Delaware corporation (“Keyes Facility”, together with AEAFK, the “Borrowers”), AEMETIS, INC., a Nevada corporation (“Parent”), and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders (“Administrative Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND – INSIGHT FUND and SPROTT PRIVATE CREDIT TRUST (collectively, the “Noteholders”).

Aemetis, Inc – PROMISSORY NOTE (March 2nd, 2018)

This promissory note (the “Note”) is being issued to the Lender in connection with the Amended and Restated Note Purchase Agreement made as of July 6, 2012 (as amended, restated, supplemented, revised, or replaced from time to time, the “NPA”) by and among the Obligors, Third Eye Capital Corporation, as agent for the Noteholders (the “Agent”) and the Noteholders.

Aemetis, Inc – LIMITED GUARANTY (July 14th, 2017)

This LIMITED GUARANTY (this “Limited Guaranty”), dated as of July 10, 2017, is made by AEMETIS, INC. (the “Parent Guarantor”) and Aemetis Advanced Products Keyes, Inc. (“AAPK” and collectively with the Parent Guarantor, the “Guarantors”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – GENERAL SECURITY AGREEMENT made by AEMETIS ADVANCED PRODUCTS KEYES, INC., as a Grantor THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of THIRD EYE CAPITAL CORPORATION, as Agent Dated as of July 10, 2017 (July 14th, 2017)

This GENERAL SECURITY AGREEMENT, (the “Agreement”) dated as of July 10, 2017, is made by Aemetis Advanced Products Keyes, Inc., a Delaware corporation (the “Company”), as a grantor, and each other Person that may from time to time become party hereto as a grantor (collectively with the Company, the “Grantors”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – INTERCOMPANY REVOLVING PROMISSORY NOTE (July 14th, 2017)

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Aemetis, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of Goodland Advanced Fuels, Inc., a Delaware corporation, or its assigns (the “Holder”, and together with the Borrower, the “Parties”), the principal amount of [Ten Million Dollars] ($[10,000,000]) (the “Loan”) or, if less, then the aggregate of such amounts the Holder has disbursed to the Borrower pursuant to Section 2.2, together with all accrued interest thereon, as provided in this Intercompany Revolving Promissory Note (the “Note”).

Aemetis, Inc – GENERAL SECURITY AGREEMENT made by AEMETIS, INC., as a Grantor THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of THIRD EYE CAPITAL CORPORATION, as Agent Dated as of July 10, 2017 (July 14th, 2017)

This GENERAL SECURITY AGREEMENT, (the “Agreement”) dated as of July 10, 2017, is made by Aemetis, Inc., a Nevada corporation (the “Company”), as a grantor, and each other Person that may from time to time become party hereto as a grantor (collectively with the Company, the “Grantors”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – PLEDGE AGREEMENT made by AEMETIS, INC., as Pledgor in favor of THIRD EYE CAPITAL CORPORATION, as Agent Dated as of July 10, 2017 (July 14th, 2017)

PLEDGE AGREEMENT, dated as of July 10, 2017, by AEMETIS, INC. (the “Pledgor”), in favor of THIRD EYE CAPITAL CORPORATION, as administrative agent and collateral agent for and on behalf of the Noteholders (as defined in the Note Purchase Agreement referred to below) (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”).

Aemetis, Inc – NOTE PURCHASE AGREEMENT (July 14th, 2017)

This NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of July 10, 2017, is made among GOODLAND ADVANCED FUELS, INC., a Delaware corporation (the “Borrower”), THIRD EYE CAPITAL CORPORATION, an Ontario corporation, for itself and as administrative agent and collateral agent for and on behalf of the Noteholders (in such aforesaid capacities, or any successor or assign in such capacities, the “Agent”), and the Noteholders made a party hereto from time to time.

Aemetis, Inc – PLEDGE AGREEMENT (July 14th, 2017)

THIS PLEDGE AGREEMENT (this "Agreement"), dated as of July 10, 2017 is made by AEMETIS, INC, a Nevada corporation ("Pledgor") for the benefit of THIRD EYE CAPITAL CORPORATION, as in its capacity as agent (together with its successors and assigns, “Secured Party”).

Aemetis, Inc – PROMISSORY NOTE (May 4th, 2017)

This promissory note (the “Note”) is being issued to the Lender in connection with the Amended and Restated Note Purchase Agreement made as of July 6, 2012 (as amended, restated, supplemented, revised, or replaced from time to time, the “NPA”) by and among the Debtors, the Lender, as agent for the Noteholders thereunder (in such capacity, the “Agent”) and the Noteholders. Capitalized terms used but not defined herein shall have the meaning given to them in the NPA. This Note is one of the Notes under the NPA and is subject to the provisions of the NPA.

Aemetis, Inc – LIMITED WAIVER AND AMENDMENT NO. 13 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (March 17th, 2017)

This Limited Waiver and Amendment No. 13 to Amended and Restated Note Purchase Agreement (this “Amendment”), is dated as of March 1, 2017, is made by and among (i) AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.), a Delaware corporation (“AEAFK”), AEMETIS FACILITY KEYES, INC., a Delaware corporation and successor-in-interest to Keyes Facility Acquisition Corp., a Delaware corporation (“Keyes Facility”, together with AEAFK, the “Borrowers”), AEMETIS, INC. (formerly known as AE Biofuels, Inc.), a Nevada corporation (“Parent”), and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders (“Administrative Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND – INSIGHT FUND (“TEC Insight Fund Purchaser”) and SPROTT PRIVATE CREDIT TRUST (“Sprott Private Credit Trust Purchaser”, and together with TEC Insight Fund Purchaser, the “Noteholders”).

Aemetis, Inc – PROMISSORY NOTE (February 3rd, 2017)

This promissory note (the “Note”) is being issued to the Lender in connection with the Amended and Restated Note Purchase Agreement made as of July 6, 2012 (as amended, restated, supplemented, revised, or replaced from time to time, the “NPA”) by and among the Debtors, Third Eye Capital Corporation, as agent for certain Noteholders (“Agent”) and the Noteholders. Capitalized terms used but not defined herein shall have the meaning given to them in the NPA. This Note is one of the Notes under the NPA and is subject to the provisions of the NPA.

Aemetis, Inc – SECOND AMENDMENT TO (July 1st, 2016)

This Second Amendment (this “Amendment”), is entered into as of June 30, 2016, to the Agreement and Plan of Merger (the “Agreement”) entered into as of April 29, 2016 (as amended by that certain Amendment to Agreement and Plan of Merger dated as June 10, 2016), by and among EdenIQ, Inc., a Delaware corporation (“EdenIQ”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Holders (“Stockholder Representative”), Aemetis, Inc., a Nevada corporation (“Aemetis”), and EdenIQ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Aemetis (“Merger Sub”).

Aemetis, Inc – AGREEMENT AND PLAN OF MERGER (May 5th, 2016)

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of April 29, 2016, by and between EdenIQ, Inc., a Delaware corporation (“EdenIQ”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Holders (“Stockholder Representative”), Aemetis, Inc., a Nevada corporation (“Aemetis”), and EdenIQ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Aemetis (“Merger Sub”).  The parties to this Agreement are referred to collectively as the “Parties,” and individually as a “Party”.

Aemetis, Inc – Re: Letter of intent for the purchase of certain property, plant and equipment situated on approximately 94.8 acres in Goodland, Kansas (the “Goodland Plant”) from Third Eye Capital Corporation, in its capacity as attorney-in-fact for New Goodland Energy Center, LLC (the "Vendor") by Aemetis Advanced Fuels Goodland, Inc. or such other subsidiary of Aemetis Inc. formed for the purchase of the Goodland Plant (collectively, the "Purchaser" or “AAFG”) (March 29th, 2016)

This letter (the “Letter of Intent”) confirms our understanding of the terms of the purchase and sale of the Goodland Plant, as more particularly described in paragraph 1 below (the "Purchased Assets"). It is our understanding that the contemplated purchase transaction (the "Transaction") will be substantially on the basis set out herein; it is understood and agreed that the terms of the Transaction will be definitively set out in an agreement of purchase and sale as described in paragraph 4 below and that this Letter of Intent shall be a binding agreement upon you or us, except to the extent otherwise specifically provided herein.

Aemetis, Inc – LIMITED WAIVER AND AMENDMENT NO. 12 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (March 29th, 2016)

This Limited Waiver and Amendment No. 12 to Amended and Restated Note Purchase Agreement (this “Amendment”), is dated as of March 21, 2016, is made by and among (i) AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.), a Delaware corporation (“AEAFK”), AEMETIS FACILITY KEYES, INC., a Delaware corporation and successor-in-interest to Keyes Facility Acquisition Corp., a Delaware corporation (“Keyes Facility”, together with AEAFK, the “Borrowers”), AEMETIS, INC. (formerly known as AE Biofuels, Inc.), a Nevada corporation (“Parent”), and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders  (“Administrative Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND – INSIGHT FUND (“TEC Insight Fund Purchaser”), SPROTT PC TRUST (“Sprott PC Trust Purchaser”) and SPROTT PRIVATE CREDIT TRUST (“Sprott Private Credit Trust Purchaser”), and together with TEC Insight Fund Purchaser and Sprott PC Trust Purchaser, “Noteholders”).

Aemetis, Inc – WARRANT TO PURCHASE COMMON STOCK OF AEMETIS, INC. (December 16th, 2015)

This Warrant to purchase common stock (“Warrant”) certifies that [HOLDER] (the “Holder”), for value received, is entitled to purchase, at a per share price of $2.59 (the “Stock Purchase Price”), a total of __________ shares1 (the “Warrant Shares”) of the Common Stock, par value $0.001 per share (the “Common Stock”), of Aemetis, Inc., a Nevada corporation (the “Company”).

Aemetis, Inc – AMENDMENT NO. 11 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (August 7th, 2015)

This Amendment No. 11 to Amended and Restated Note Purchase Agreement (this “Amendment”), is dated as of August 6, 2015, is made by and among (i) AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.), a Delaware corporation (“AEAFK”), AEMETIS FACILITY KEYES, INC., a Delaware corporation and successor-in-interest to Keyes Facility Acquisition Corp., a Delaware corporation (“Keyes Facility”, together with AEAFK, the “Borrowers”), AEMETIS, INC. (formerly known as AE Biofuels, Inc.), a Nevada corporation (“Parent”), and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders  (“Administrative Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND – INSIGHT FUND (“TEC Insight Fund Purchaser”) and SPROTT PC TRUST (“Sprott PC Trust Purchaser”, and together with TEC Insight Fund Purchaser, “Noteholders”).

Aemetis, Inc – AMENDMENT NO. 10 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (May 7th, 2015)

This Amendment No. 10 to Amended and Restated Note Purchase Agreement (this “Amendment”), is dated as of April 30, 2015, is made by and among (i) AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.), a Delaware corporation (“AEAFK”), AEMETIS FACILITY KEYES, INC., a Delaware corporation and successor-in-interest to Keyes Facility Acquisition Corp., a Delaware corporation (“Keyes Facility”, together with AEAFK, the “Borrowers”), AEMETIS, INC. (formerly known as AE Biofuels, Inc.), a Nevada corporation (“Parent”), and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders (“Administrative Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND - INSIGHT FUND (“TEC Insight Fund Purchaser”) and SPROTT PC TRUST (“Sprott PC Trust Purchaser”, and together with TEC Insight Fund Purchaser, “Noteholders”).

Aemetis, Inc – AMENDMENT NO. 9 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (March 12th, 2015)

This Amendment No. 9 to Amended and Restated Note Purchase Agreement (this “Amendment”), is dated as of March 12, 2015, is made by and among (i) AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.), a Delaware corporation (“AEAFK”), AEMETIS FACILITY KEYES, INC., a Delaware corporation and successor-in-interest to Keyes Facility Acquisition Corp., a Delaware corporation (“Keyes Facility”, together with AEAFK, the “Borrowers”), AEMETIS, INC. (formerly known as AE Biofuels, Inc.), a Nevada corporation (“Parent”), and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders (“Administrative Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND - INSIGHT FUND (“TEC Insight Fund Purchaser”) and SPROTT PC TRUST (“Sprott PC Trust Purchaser”, and together with TEC Insight Fund Purchaser, “Noteholders”).

Aemetis, Inc – AMENDMENT NO. 8 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (November 13th, 2014)

This Amendment No. 8 to Amended and Restated Note Purchase Agreement (this “Amendment”), is dated as of November 7, 2014, is made by and among (i) AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.), a Delaware corporation (“AEAFK”), AEMETIS FACILITY KEYES, INC., a Delaware corporation and successor-in-interest to Keyes Facility Acquisition Corp., a Delaware corporation (“Keyes Facility”, together with AEAFK, the “Borrowers”), AEMETIS, INC. (formerly known as AE Biofuels, Inc.), a Nevada corporation (“Parent”), and (ii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Noteholders (“Administrative Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND - INSIGHT FUND (“TEC Insight Fund Purchaser”) and SPROTT PC TRUST (“Sprott PC Trust Purchaser”, and together with TEC Insight Fund Purchaser, “Noteholders”).