0001354488-12-001957 Sample Contracts

LIMITED WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT
Limited Waiver to Note and Warrant Purchase Agreement • April 19th, 2012 • Aemetis, Inc • Industrial organic chemicals

This Limited Waiver to Note and Warrant Purchase Agreement (this “Waiver”), effective as of March 31, 2012, is made by and among AEMETIS, INC. (f/k/a AE Biofuels, Inc.), a Nevada corporation (the “Company”), THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent (“Agent”) and THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND - ABL OPPORTUNITIES FUND (“Purchaser”).

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AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 19th, 2012 • Aemetis, Inc • Industrial organic chemicals

This Amendment No. 6 to Note Purchase Agreement (this “Amendment”), dated as of April 13, 2012, is made by and among AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.), a Delaware corporation (the “Company”), THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent (“Agent”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND - INSIGHT FUND (“TEC Insight Fund Purchaser”), SPROTT PRIVATE CREDIT FUND L.P. (“Sprott PCF Purchaser”) and SPROTT PC TRUST (“Sprott PC Trust Purchaser”, and together with TEC Insight Fund Purchaser and Sprott PCF Purchaser, “Purchasers”).

LIMITED WAIVER TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 19th, 2012 • Aemetis, Inc • Industrial organic chemicals

This Limited Waiver to Note Purchase Agreement (this “Waiver”), effective as of March 31, 2012, is made by and among AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a 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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