0001354488-10-003316 Sample Contracts

NOTE PURCHASE AGREEMENT DATED OCTOBER 18, 2010 AMONG THIRD EYE CAPITAL CORPORATION, AS AGENT, THE PURCHASERS FROM TIME TO TIME PARTY HERETO AND AE ADVANCED FUELS KEYES, INC., AS THE COMPANY
Note Purchase Agreement • November 3rd, 2010 • AE Biofuels, Inc. • Industrial organic chemicals • New York

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of October 18, 2010 among AE ADVANCED FUELS KEYES, INC., a Delaware corporation (the “Company”), THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent (“Agent”) and the PURCHASERS from time to time parties hereto.

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TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 3rd, 2010 • AE Biofuels, Inc. • Industrial organic chemicals

This Amendment No. 5 and Limited Waiver to Note and Warrant Purchase Agreement (the "Amendment"), dated as of October 18, 2010 is between AE BIOFUELS, INC., a Nevada corporation (the “Company”) and THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent (“Agent”).

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