0001116502-09-001926 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • December 22nd, 2009 • AE Biofuels, Inc. • Industrial organic chemicals • New York

THIS GUARANTY AGREEMENT is made as of December 10, 2009 by AE ADVANCED FUELS KEYES, INC., a Delaware corporation (“Guarantor”), in favor of THIRD EYE CAPITAL CORPORATION (“Agent”) for itself and the Purchasers a party to the Purchase Agreement defined below.

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AMENDMENT NO. 4 AND LIMITED WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 22nd, 2009 • AE Biofuels, Inc. • Industrial organic chemicals

This Amendment No. 4 and Limited Waiver to Note and Warrant Purchase Agreement (the "Amendment"), dated as of December 10, 2009 is between AE BIOFUELS, INC., a Nevada corporation (the “Company”) and THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent (“Agent”).

ASSIGNMENT OF PROCEEDS AGREEMENT
Assignment of Proceeds Agreement • December 22nd, 2009 • AE Biofuels, Inc. • Industrial organic chemicals

This Assignment of Proceeds Agreement (“Assignment Agreement”), dated as of December 10, 2009 is between AE BIOFUELS, INC., a Nevada corporation (“AEB”), and THIRD EYE CAPITAL CORPORATION, an Ontario corporation (“Third Eye”), as agent for certain purchasers (“Purchasers”) of the Note (defined below) dated May 16, 2008.

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