0001354488-10-003747 Sample Contracts

AMENDMENT NO. 1 TO LEASE AGREEMENT FOR KEYES, CALIFORNIA ETHANOL PRODUCTION FACILITY
Lease Agreement • December 1st, 2010 • AE Biofuels, Inc. • Industrial organic chemicals

This Amendment No. 1 to Lease Agreement (“Amendment”) is entered into as of this 29th day of October, 2010, by and between Cilion, Inc., a Delaware corporation (hereinafter “Landlord”), AE Advanced Fuels Keyes, Inc., a Delaware corporation (hereinafter “Tenant”) and AE Advanced Fuels, Inc., a Delaware corporation (“Parent “Sub”), each of which are wholly-owned subsidiaries of AE Biofuels, Inc., a Nevada corporation (“Parent”).

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AMENDMENT NO. 1 TO PROJECT AGREEMENT FOR KEYES, CALIFORNIA ETHANOL PRODUCTION FACILITY
Project Agreement • December 1st, 2010 • AE Biofuels, Inc. • Industrial organic chemicals

This Amendment No. 1 to Project Agreement (“Amendment”) is entered into as of this 29th day of October, 2010, by and between Cilion, Inc., a Delaware corporation (hereinafter “Landlord”), AE Advanced Fuels Keyes, Inc., a Delaware corporation (hereinafter “Project Company” or “Tenant”) and AE Advanced Fuels, Inc., a Delaware corporation (“Parent “Sub”), each of which are wholly-owned subsidiaries of AE Biofuels, Inc., a Nevada corporation (“Parent”).

SUBORDINATION AGREEMENT Laird Q. Cagan
Subordination Agreement • December 1st, 2010 • AE Biofuels, Inc. • Industrial organic chemicals • New York

THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of October 29, 2010 is entered into among LAIRD Q. CAGAN, an individual with an address of 200 Alamos Road, Portola Valley, California 94028 (“Junior Creditor”), AE BIOFUELS, INC., a Nevada corporation (“AEB”), AE ADVANCED FUELS KEYES, INC., a Delaware corporation (“AEAFK,” and together with AEB, individually and collectively, the "Company") and THIRD EYE CAPITAL CORPORATION, as Agent (in such capacity (“Agent”).

ETHANOL MARKETING AGREEMENT by and between AE ADVANCED FUELS KEYES, INC. and KINERGY MARKETING, LLC Dated as of October 29, 2010
Ethanol Marketing Agreement • December 1st, 2010 • AE Biofuels, Inc. • Industrial organic chemicals • California
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