0001354488-11-000851 Sample Contracts

AMENDMENT NO. 2 TO PROJECT AGREEMENT FOR KEYES, CALIFORNIA ETHANOL PRODUCTION FACILITY
Project Agreement • March 16th, 2011 • AE Biofuels, Inc. • Industrial organic chemicals

This Amendment No. 2 to Project Agreement (“Amendment”) is entered into as of this 9th day of March, 2011, 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”).

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AMENDMENT NO. 2 TO LEASE AGREEMENT FOR KEYES, CALIFORNIA ETHANOL PRODUCTION FACILITY
Lease Agreement • March 16th, 2011 • AE Biofuels, Inc. • Industrial organic chemicals

This Amendment No. 2 to Lease Agreement (“Amendment”) is entered into as of this 9th day of March, 2011, 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”).

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 16th, 2011 • AE Biofuels, Inc. • Industrial organic chemicals

This Amendment No. 1 to Note Purchase Agreement (the "Amendment"), dated as of March 10, 2011 is between AE ADVANCED FUELS KEYES, INC., a Delaware corporation (the “Company”) and THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent (“Agent”).

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