THIRD EYE CAPITAL CORPORATION as “Administrative Agent” and THE NOTEHOLDERS PARTY HERETO as the “Noteholders” and AEMETIS ADVANCED FUELS KEYES, INC. and KEYES FACILITY ACQUISITION CORP. as “Borrowers” and AEMETIS, INC. as the “Parent” AMENDED AND...Note Purchase Agreement • July 10th, 2012 • Aemetis, Inc • Industrial organic chemicals • Delaware
This Amended and Restated Note Purchase Agreement (as the same may be further amended, modified, extended, renewed, restated, replaced or supplemented from time to time, this “Agreement”) is dated as of July 6, 2012 by and among AEMETIS ADVANCED FUELS KEYES, Inc., a corporation incorporated and existing under the laws of the State of Delaware and formerly known as AE Advanced Fuels Keyes, Inc. (together with its successors and permitted assigns, “AEAFK”), KEYES FACILITY ACQUISITION CORP., a corporation incorporated and existing under the laws of the State of Delaware and an Affiliate of AEAFK (together with its successors and permitted assigns, “Acquisition Corp.” and collectively with AEAFK, the “Borrowers”), AEMETIS, INC., a corporation incorporated and existing under the laws of the State of Nevada and formerly known as AE Biofuels, Inc. (together with its successors and permitted assigns, the “Parent”), THIRD EYE CAPITAL CORPORATION, as agent for the Noteholders (together with its
STOCKHOLDERS’ AGREEMENT by and between AEMETIS, INC. and WESTERN MILLING INVESTORS, LLC, AS SECURITYHOLDERS’ REPRESENTATIVE Dated as of July 6, 2012Stockholders’ Agreement • July 10th, 2012 • Aemetis, Inc • Industrial organic chemicals • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Stockholders Agreement”) is made and entered into as of July 6, 2012, by and between Aemetis, Inc., a Nevada corporation (the “Company”) and Western Milling Investors, LLC, solely in its capacity as the Securityholders’ Representative acting on behalf of certain former holders of Series A Preferred and Series B Preferred Stock of Cilion, Inc., all of which are identified on Schedule I attached hereto (the “Cilion Stockholders”). Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Company, AE Advanced Fuels, Inc., Keyes Facility Acquisition Corp. (“Merger Sub”), Cilion, Inc. (“Cilion”) and the Securityholders’ Representative.
AEMETIS, INC. INVESTORS’ RIGHTS AGREEMENT July 6, 2012Investors’ Rights Agreement • July 10th, 2012 • Aemetis, Inc • Industrial organic chemicals • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of July, 2012, by and among Aemetis, Inc., a Nevada corporation (the “Company”) and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
AGREEMENT AND PLAN OF MERGER Dated as of July 6, 2012 By and Among AEMETIS, INC., AE ADVANCED FUELS, INC., KEYES FACILITY ACQUISITION CORP., AND CILION, INC.Agreement and Plan of Merger • July 10th, 2012 • Aemetis, Inc • Industrial organic chemicals • California
This Agreement and Plan of Merger (this “Agreement”) dated as of July 6, 2012, is by and among AEMETIS, INC., a Nevada corporation (“Aemetis”), AE ADVANCED FUELS, INC., a Delaware corporation and wholly-owned subsidiary of Aemetis (“Sub”), KEYES FACILITY ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Sub (“Merger Sub”), and CILION, INC., a Delaware corporation (“Cilion”).
AMENDED AND RESTATED GUARANTYGuaranty • July 10th, 2012 • Aemetis, Inc • Industrial organic chemicals • Delaware
THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”) is made as of July 6, 2012 by (i) AEMETIS, INC. (formerly known as AE Biofuels, Inc.) a Nevada corporation (“Parent”), (ii) BIOFUELS MARKETING, INC., a Delaware corporation, (iii) AEMETIS BIOCHEMICALS INC., a Nevada corporation, (iv) AEMETIS INTERNATIONAL, INC. (f/k/a International Biodiesel, Inc.), a Nevada corporation, (v) AEMETIS TECHNOLOGIES, INC. (f/k/a AE Zymetis, Inc.), a Delaware corporation, (vi) AEMETIS BIOFUELS, INC. (f/k/a AE Biofuels Technologies, Inc.), a Delaware corporation, (vii) AE ADVANCED FUELS, INC., a Delaware corporation, (viii) AEMETIS ADVANCED FUELS, INC., a Nevada corporation, (ix) AEMETIS AMERICAS, INC. (f/k/a American Ethanol, Inc.), a Nevada corporation, (x) ENERGY ENZYMES, INC., a Delaware corporation, and (xi) AE BIOFUELS, INC., a Delaware corporation (such parties collectively, the “Guarantors”, and each a “Guarantor”), in favor of THIRD EYE CAPITAL CORPORATION (“Agent”) for itself and the Noteholders
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 10th, 2012 • Aemetis, Inc • Industrial organic chemicals
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of the 6th day of July, 2012 by (i) AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.), a Delaware corporation (“AEAFK”), (ii) AEMETIS, Inc. (f/k/a AE Biofuels, Inc.), a Nevada corporation (“Parent”), (iii) BIOFUELS MARKETING, INC., a Delaware corporation, (iv) AEMETIS BIOCHEMICALS INC., a Nevada corporation, (v) AEMETIS INTERNATIONAL, INC. (f/k/a International Biodiesel, Inc.), a Nevada corporation, (vi) AEMETIS TECHNOLOGIES, INC. (f/k/a AE Zymetis, Inc.), a Delaware corporation, (vii) AEMETIS BIOFUELS, INC. (f/k/a AE Biofuels Technologies, Inc.), a Delaware corporation, (viii) AE ADVANCED FUELS, INC., a Delaware corporation, (ix) AEMETIS ADVANCED FUELS, INC., a Nevada corporation, (x) AEMETIS AMERICAS, INC. (f/k/a American Ethanol, Inc.), a Nevada corporation, (xi) ENERGY ENZYMES, INC., a Delaware corporation, (xiii) KEYES FACILITY ACQUISITION CORP., a Delaware corporation to be merged wi
