AEMETIS, INC (Form: 8-K, Received: 01/12/2012 17:23:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2012

AEMETIS , INC.

(Exact name of registrant as specified in its charter)

______________

Nevada		000-51354		26-1407544
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

20400 Stevens Creek Blvd., Suite 700

Cupertino, California 95014

(Address of Principal Executive Office) (Zip Code)

(408) 213-0940

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT; ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION

Note and Warrant Purchase Agreement

On January 6 and January 9, 2012, Aemetis Advanced Fuels Keyes, Inc. (AAFK), a subsidiary of Aemetis, Inc. (Aemetis) entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which AAFK sold 5% Subordinated Promissory Notes in the aggregate principal amount of $3,000,000 (the “Promissory Notes”) and 5-year warrants exercisable for 1,000,000 shares of Aemetis common stock. Interest is due at maturity. The Promissory Notes are guaranteed by Aemetis and are due and payable upon the earlier of (i) December 31, 2013; (ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $25,000,000; (iii) the completion of an Initial Public Offering by AAFK or Aemetis; or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. Neither AAFK nor Aemetis may make any principal payments under the Promissory Notes until all loans made by Third Eye Capital to AAFK are paid in full.

This description of the Note and Warrant Purchase Agreements, Promissory Notes and Warrants is not purported to be complete and is qualified in its entirety by reference to the text of the agreements which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.		Description
10.1		Form of Note and Warrant Purchase Agreement
10.2		Form of 5% Subordinated Promissory Note
10.3		Form of Warrant to Purchase Common Stock

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Aemetis, Inc.

Date: January 12, 2012	By:	/s/ Eric A. McAfee
		Eric McAfee
		Chief Executive Officer

EXHIBIT 10.1

AEMETIS ADVANCED FUELS KEYES, INC.

NOTE AND WARRANT PURCHASE AGREEMENT

This NOTE AND WARRANT PURCHASE AGREEMENT (“ Agreement ”) is made as of the __th day of January, 2012 by and between the undersigned purchaser (the “ Purchaser ”) and AEMETIS ADVANCED FUELS KEYES, INC. , a Delaware corporation (the “ Company ”) and AEMETIS, INC. , a Nevada corporation (“ Aemetis ”), both having their principal offices at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014. The Company is a wholly-owned subsidiary of Aemetis.

WHEREAS , the Company is offering up to $3,000,000 of its 5% Notes with Warrants (the “ Notes ” or each is a “ Note ”) pursuant to the terms of the Notes, the Warrant Agreement and this Note and Warrant Purchase Agreement;

WHEREAS , the parent of the Company is offering the Purchaser certain warrants exercisable for common stock in Aemetis, Inc. (“ Warrants ”) equal to One (1) warrant for every Three Dollars ($3.00) of principal amount loaned to the Company by the Purchaser under the Note.

NOW, THEREFORE , for and in consideration of the premises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale .

(a) Purchase and Sale of Notes . Subject to the terms and conditions of this Agreement, the Purchaser hereby subscribes for the dollar amount set forth on the Purchaser Signature Page to this Agreement at the face amount of the Note purchased.

(b) Acceptance . By signing this Agreement and delivering a copy of this Agreement to the Purchaser, the Company hereby accepts the subscription of the Purchaser.

2. Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser that:

(a) Incorporation . The Company is a corporation duly organized and validly existing and in good standing under the laws of the Delaware.

(b) Authorization . All corporate action on the part of the Company, its officers and directors necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement and for the authorization, issuance and delivery of the Note and Warrant being sold hereunder has been or will be taken prior to acceptance of this Agreement, and this Agreement, when executed and delivered to the Purchaser shall constitute a binding and enforceable obligation of the Company.

(c) Validity of Securities . The Notes and Warrants to be purchased and sold under to this Agreement, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued.

3. Representations and Warranties by the Purchaser . The Purchaser represents and warrants, to the Company as follows:

(a) The Purchaser is acquiring the Notes and Warrants for the Purchaser’s own account for investment and not with a view to resale or distribution of all or any part of the Notes or Warrants except in accordance with and as provided for in this Agreement.

(b) Immediately prior to the purchase:

(i) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and

(ii) the Purchaser is able to bear the economic risk of the investment.

(c) The Purchaser has been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note and Warrant on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“ SEC ”), copies of which may be accessed on the website of the SEC at www.SEC.gov (the “ Public Information ”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note and Warrant that the Company can provide without unreasonable effort or expense.

(d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including its officers, concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information the Purchaser has obtained. The Purchaser fully understands that this Offering has not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) in reliance upon exemptions therefrom, and, accordingly, to the extent that the Purchaser is not supplied with information which would have been contained in a registration statement filed under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information.

(e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed pursuant to Rule 501 under the Securities Act because the Purchaser is one or more of the following (check all that apply) :

_____

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase exceeds $1,000,000 (excluding the value of the Purchaser’s principal residence);

_____

A natural person who had an individual income in excess of $200,000 in each of the two most recent years (or a joint income with spouse in excess of $300,000 in each of those years) and who reasonably expects to reach the same income level in the current year;

_____

A trust with total assets in excess of $5,000,000, not formed for the specific purpose of purchasing the Notes, and whose purchase is directed by a sophisticated person (as described in applicable regulations promulgated under the Act);

_____

A bank or savings and loan association;

_____

A broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended;

_____

An insurance company;

_____

An investment company registered under the Investment Company Act of 1940 or a business development company (as defined by said Act), or Small Business Investment Company licensed by the Small Business Administration;

_____

An employee benefit plan within the meaning of Title I of ERISA and (A) the investment decision has been made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (B) the plan has total assets in excess of $5,000,000, or (C) the Plan is a self directed plan and its investment decisions are made solely by persons who are accredited investors;

_____

A corporation, Massachusetts or similar business trust, partnership, or organization described in 501(c)(3) of the Internal Revenue Code of 1986, as amended, and not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

_____

A director or executive officer of the Company;

_____

An entity all of the investors in which are “accredited investors.”

(f) The Purchaser affirms that all information that the Purchaser has provided to the Company either directly or indirectly, concerning the Purchaser, the Purchaser’s financial position and the Purchaser’s knowledge of financial and business matters is accurate and complete as of the date of this Agreement.

(g) The Purchaser fully understands and agrees that the Purchaser must bear the economic risk of the Purchaser’s investment in the Note and Warrant for an indefinite period of time because, among other reasons, the Note and Warrant have not been registered under the Securities Act, and, therefore, they cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act or, in the opinion of counsel acceptable to the Company, an exemption from such registration is available.

(h) The Purchaser understands that no federal or state agency has passed upon the offering of the Notes or made any finding or determination as to the fairness of the offering the Notes.

(i) The Purchaser recognizes that this investment involves a high degree of risk, and the Purchaser has carefully considered whether an investment in the Note and Warrant is appropriate for the Purchaser. The Purchaser understands that the Note and Warrant are a suitable investment only for persons who have substantial financial resources and will have no need for liquidity in their investment.

(j) If the subscription is being made by a person acting in a representative or fiduciary capacity, such person has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or other entity, has full right and power to perform pursuant to this Agreement. The undersigned, will, upon request of the Company, furnish the Company a true and correct copy of (1) if the Purchaser is a trust, the trust agreement under which it is organized, (2) if the Purchaser is a Partnership, the partnership agreement under which it is organized, and (3) if the Purchaser is a corporation, the Articles of Incorporation and By-laws and a copy (certified by the secretary or other authorized officer) of appropriate corporate resolutions authorizing the specific investment. If the subscription is being made by a person acting in a representative capacity, the representations and warranties contained in this Agreement, including specifically and without limitation those provided for in paragraph 3(e), shall be deemed to have been made on behalf of the person or persons for whom the undersigned is so purchasing.

(k) The Company has not provided to the Purchaser any projections of operating results, revenues, or profits for use in connection with or reliance upon related to the purchase of the Note and Warrant. If the Purchaser has seen any such projections, the Purchaser understands and agrees that the Purchaser will not rely upon them for purposes of investing in the Note and Warrant because, among other reasons, the timing, sources and amount of funding to be received by the Company is currently uncertain and so that any projections based upon the receipt of such funding will be inherently unreliable.

(l) Purchaser will keep confidential and not disclose any non-public information received in connection with the Note and Warrant from the Company or any of its affiliates or principals, except that Purchaser may disclose such information (i) with the written consent of Company, (ii) to Purchaser's affiliates and legal counsel for Purchaser and its affiliates, (iii) to auditors, accounting firms or accountants of Purchaser and its affiliates as may be required in connection with any audit or other review of the books and records of any such entity, and (iv) to any parties as may be required by law, government regulation or order (including without limitation, any regulation or order of an insurance regulatory agency or body), by subpoena or by any other legal, administrative or legislative process. Purchaser also acknowledges and agrees that Purchaser is prohibited from any buying or selling of the Company’s public securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Current Report on Form 8-K or in the Company’s 10-Q) or ceases to be material, and in no event for at least thirty (30) days from the date hereof.

(m) All representations and warranties set forth above or in any other written statement or document delivered by the Purchaser in connection with the subscription shall be true and correct in all respects on and as of the date of this Agreement and as of the date of acceptance, and they shall survive acceptance and the closing and delivery of the Notes.

4. Indemnification .

(a) Indemnification by Purchaser for misrepresentations . The Purchaser hereby agrees to indemnify and hold harmless the Company and the directors, officers and professional advisors of the Company, from and against any and all loss, damage, cost, liability or expense, including reasonable attorney’s fees, due to or arising out of any misrepresentation or breach of any representation, warranty or covenant of the Purchaser at the time of this Agreement, and from any representation or warranty of the Purchaser becoming false or misleading prior to acceptance of the subscription by the Company unless the Purchaser shall have given written notice to the Company of such change prior to acceptance.

(b) Indemnification by Purchaser for meritless claims . The Purchaser hereby agrees to indemnify and hold harmless the Company and its directors, officers and professional advisors from and against any and all loss, damage, liability, cost and expense, including reasonable attorney’s fees, incurred in connection with defending any claim brought for or on behalf of the Purchaser with respect to investment in the Notes if judgment is rendered by a court of competent jurisdiction in favor of such indemnified party against the Purchaser with respect to the matters referred to above.

(c) The foregoing indemnifications shall survive any sale or transfer, or attempted sale or transfer, of the Purchaser’s Notes. Notwithstanding the foregoing indemnifications, the Purchaser does not thereby or in any other manner waive any rights granted to the Purchaser under federal, state, or provincial securities laws and regulations.

5. Broker Fees and Legal Fees . The Company and the Purchaser represent and agree that the transactions contemplated by this Agreement have been carried on by the parties directly and without the intervention of any other person in such manner as to give rise to any valid claim against either party for a finder’s fee, brokerage commission or other similar payment. Each party shall pay its own legal fees and costs for document preparation and review.

6. Note and Warrant to be Legended . A restrictive legend in substantially the following form will be imprinted on the Note and Warrant, and any shares issued to Purchaser upon exercise of a Warrant, and stop transfer orders or other appropriate instructions to such effect will be maintained against the transfer of the Notes or Stock on the transfer records of the Company or its transfer agent:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR “BLUE SKY” LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT AND BLUE SKY LAWS OR AN EXEMPTION THEREFROM IS AVAILABLE AS ESTABLISHED BY A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY.

The transfer the Note and Warrant will only be effected in accordance with the foregoing legend.

7. Miscellaneous .

(a) Applicable Law . This Agreement shall be construed in accordance with and governed by the laws of the State of California.

(b) State in which Offered . The Notes are offered to and will be purchased by the Purchaser in the State of California.

(c) Binding Effect . Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their successors, legal representatives and assigns.

(d) Assignments . The Purchaser agrees that except as provided herein neither the Purchaser nor the Purchaser’s legal representatives will sell, assign, encumber or transfer, in any manner whatsoever, this Agreement or its rights under this Agreement without prior written approval from an authorized officer of the Company.

(e) Entire Agreement . This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes any prior understandings, oral or written.

(f) Modification . Any terms of this Agreement may be waived or modified only in writing, signed by the Company and holders of each of the Notes issued by the Company in this offering, which waivers or modifications shall equally modify all Note and Warrant Purchase Agreements entered into in connection with the offering.

(g) Notices . Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or three (3) days after deposit in the United States Post Office, by registered or certified mail, addressed to a party at its address hereinafter shown below or at such other address as such party may designate by ten (10) days advance written notice to the other party.

(h) Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one counterpart has been signed by each party and delivered to the other party, it being understood that each of the parties need not sign the same counterpart.

IN WITNESS WHEREOF , the Company has executed this Note and Warrant Purchase Agreement as of the day and year first above written.

	AEMETIS ADVANCED FUELS KEYES, INC.

	By:

	Name:

	Title:

IN WITNESS WHEREOF , the undersigned has executed this Note and Warrant Purchase Agreement for $________ of Notes and Warrants of the Company on the __th day of January, 2012.

		Purchaser’s (and Joint Purchaser’s) Name(s) and Address (Please Print or Type)


Signature of Purchaser


		Telephone: ________________________

Taxpayer ID/Social Security No. of Purchaser		Mailing address (if Different)


Signature of Joint Purchaser (if any)

		Telephone: ________________________

		Purchaser Representative (if any)
Taxpayer ID/Social Security No. of Joint Purchaser

Please indicate manner in which Notes are to be held:

	Community Property*	Subchapter S Corporation**
	Joint Tenancy*	Partnership**
	Tenancy in Common*	Trust
	Separate Property	Corporation**
	Individual Ownership	Other (Please Indicate) ____

** If other than calendar year, please state fiscal year end: _________________________

EXHIBIT 10.2

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS.

AE ADVANCED FUELS KEYES, INC.

5% SUBORDINATED PROMISSORY NOTE

$__________

January __, 2012

FOR VALUE RECEIVED, Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation (the “ Company ”) that is a wholly owned subsidiary of Aemetis, Inc. (“ Aemetis ”) promises to pay to _________________ (“ Purchaser ”), or his registered assigns, in lawful money of the United States of America the principal sum of ____________________ dollars ($_________), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date first set forth above on the unpaid principal balance at a rate equal to 5.00% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days (the “ Note ”). This Note is guaranteed by Aemetis, Inc.

All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) December 31, 2013 (the “ Maturity Date ”); (ii) the completion of an equity private placement by the Company or Aemetis in an amount of not less than Twenty Five Million Dollars ($25 million); (iii) the completion of a Initial Public Offering by the Company or Aemetis; or (iv) after the occurrence of an Event of Default (as defined below), if such amounts are declared due and payable by Purchaser in accordance with the terms hereof.

The following is a statement of the rights of Purchaser and the conditions to which this Note is subject, and to which Purchaser, by the acceptance of this Note, agrees:

1. Definitions . As used in this Note, the following capitalized terms have the following meanings:

(a) “ Company ” includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note.

(b) “ Event of Default ” has the meaning given in Section 4 hereof.

(c) “ Lien ” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.

(d) “ Note Obligations ” shall mean the debt, liabilities and obligations, owed by the Company to Purchaser, now existing or hereafter arising under or pursuant to the terms of this Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Company under this Note, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq .), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(e) “ Obligations ” shall mean and include all of the Note Obligations under all of the Notes issued by the Company, all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Purchasers of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of the Notes, including all interest, fees, charges, expenses, attorneys’ fees and costs, and accountants’ fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq .), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(f) “ Operative Documents ” shall mean this Note, the Warrant Agreement and the Note and Warrant Subscription Agreement related hereto.

(g) “ Person ” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity, or a governmental authority.

(h) “ Purchaser ” shall mean any Person who shall at the time be the registered holder of a Note.

(i) “ Securities Act ” shall mean the Securities Act of 1933, as amended.

2. Payments . The Company and Aemetis shall not pay any principal amount under the Note at any time prior to the date that any and all loans made by Third Eye Capital to the Company, Aemetis and any other Aemetis subsidiary are paid in full. Payments under this Note shall be made by the Company to the Purchaser in lawful tender of the United States.

3. Prepayment; Payment Prorata . Upon five (5) days prior written notice to Purchaser, the Company may prepay this Note in whole or in part at any time, provided that any prepayment of this Note may only be made in connection with the prorated prepayment of all notes issued by the Company on the same or similar terms as this Note, based on each Purchaser’s pro rata outstanding principal balance at the time of prepayment.

4. Events of Default . The occurrence of any of the following shall constitute an “ Event of Default ” under this Note:

(a) Failure to Pay . The Company shall fail to pay when due and as required to be paid herein, any amount of principal, interest or fee due hereunder within fifteen (15) days after the same becomes due; or

(b) Breaches of Note Covenants . The Company shall fail to perform or observe any term, covenant or agreement in the Note, and such breach is not cured within 30 days after receipt of notice from Purchaser of the breach; or

(c) Representations and Warranties . Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of the Company to Agent in writing in connection with this Note shall be false, incorrect, incomplete or misleading when made or furnished; or

(d) Voluntary Bankruptcy or Insolvency Proceedings . The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (v) take any action for the purpose of effecting any of the foregoing, and any such action has not been discharged or rescinded within sixty (60) days of commencement; or

(e) Involuntary Bankruptcy or Insolvency Proceedings . Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement.

5. Rights of Purchaser upon Default . Upon the occurrence or existence of any Event of Default, Purchaser may, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Purchaser may exercise any other right power or remedy granted to it by the Operative Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. Purchaser acknowledges and agrees that the Company and Aemetis shall not pay principal on this Note until full payment has been made to Third Eye Capital, as set forth in Section 2 herein.

6. Successors and Assigns . Subject to the restrictions on transfer described in Sections 8 and 9 below, the rights and obligations of the Company and Purchaser shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

7. Waiver and Amendment . Any provision of this Note may be amended, waived or modified only upon the written consent of the Company and the Purchaser.

8. Transfer of this Note . Purchaser acknowledges that such Purchaser has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of this Note. In particular, such Purchaser agrees that no sale, assignment or transfer of any of the Note acquired by such Purchaser shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (a) the sale, assignment or transfer of such Note is registered under the Act, it being understood that the Note is not currently registered for sale and that the Company has no obligation to so register the Note; or (b) the Note is sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Act. Purchaser further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Note. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.

9. Assignment by the Company . Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Purchaser.

10. Notices . All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Purchase Agreement, or at such other address or facsimile number as the Company shall have furnished to Purchaser in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.

11. Pari Passu Notes . Purchaser acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Notes issued on the same or similar terms of such Notes.

12. Maximum Interest Rate . Notwithstanding anything to the contrary contained in any Operative Document, the interest paid or agreed to be paid under the Operative Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “ Maximum Rate ”). If the Agent or any Purchaser shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Notes on a pro rata basis, based upon the outstanding principal balance of each such Note, or, if it exceeds such unpaid principal, shall be refunded to the Company.

13. Expenses; Waivers . If action is instituted by Purchaser to collect this Note, the Company promises to pay all reasonable litigation costs and expenses, including attorneys’ fees and costs incurred in connection with such action.

14. Governing Law . This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California, or of any other state.

The Company has caused this Note to be issued as of the date first written above.

PURCHASER:		AEMETIS ADVANCED FUELS KEYES, INC.,
		a Delaware corporation

____________________________________________		By: _______________________________________________

Address: _____________________________________		Name: _____________________________________________

____________________________________________		Title: ______________________________________________

Fax: _________________________________________		Acknowledged and Agreed:

		AEMETIS, INC. , a Nevada corporation


		By: _______________________________________________

		Name: _____________________________________________

		Title: ______________________________________________

EXHIBIT 10.3

NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

AEMETIS, INC.

Warrant To Purchase Common Stock

Warrant No.: 2012-___	Number of Shares: _________
Issuance Date: January _, 2012

THIS CERTIFIES THAT, for value received, _________________ or his transferees, successors, affiliates and assigns (the “ Holder ”) is entitled to purchase from Aemetis, Inc., a Nevada corporation (the “ Company ”), at any time and from time to time before the Expiration Date (defined below) at the Exercise Price (defined below) duly authorized, validly issued, fully paid and nonassessable shares of the Company’s Common Stock, par value $.001 per share (the “ Warrant Shares ”), all subject to adjustment and upon the terms and conditions provided herein.

This Warrant is being issued to the Holder pursuant to the terms of that certain Note and Warrant Purchase Agreement, dated as of January __, 2012 (the “ Purchase Agreement ”), by and among the Holder; Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation; and the Company.

Section 1. Definitions .

The following terms as used in this Warrant have the following meanings:

(a) “ Alternate Consideration ” has the meaning attributed to it in Section 7(c) .

(b) “ Appraiser ” has the meaning attributed to it in Section 7(b) .

(c) “ Business Day ” means any day other than Saturday, Sunday or a day on which banks are required or permitted to be closed in the city of New York.

(d) “ Change of Control ” means the occurrence of any of the following in one or a series of related transactions: (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) under the Exchange Act) of more than one-third of the voting rights or equity interests in the Company; (ii) a replacement of more than one-half of the members of the Company's board of directors that is not approved by those individuals who are members of the board of directors on the date hereof (or other directors previously approved by such individuals); (iii) a merger or consolidation of the Company or a sale of more than one-third of the assets of the Company in one or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company's securities prior to the first such transaction continue to hold at least a majority of the voting rights and equity interests in the surviving entity or acquirer of such assets; (iv) a recapitalization, reorganization or other transaction involving the Company that constitutes or results in a transfer of more than one-half of the voting rights or equity interests in the Company; (v) consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act with respect to the Company, or (vi) the execution by the Company or its controlling stockholders of an agreement providing for or reasonably likely to result in any of the foregoing events.

(e) “ Current Market Price ” shall mean, for a share of Common Stock on any date, the average Quoted Price for the three (3) consecutive Trading Days prior to the date in question.

(f) “ Delivery Date ” has the meaning attributed to it in Section 2(b) .

(g) “ Derivative Security ” means any right, option, warrant or other security convertible into or exercisable for Common Stock.

(h) “ Designated Office ” has the meaning attributed to it in Section 10(a) .

(i) “ Distributed Property ” has the meaning attributed to it in Section 7(b) .

(j) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(k) “ Exercise Date ” has the meaning attributed to it in Section 2(b) .

(l) “ Exercise Documents ” has the meaning attributed to it in Section 2(b) .

(m) “ Exercise Notice ” has the meaning attributed to it in Section 2(a) .

(n) “ Exercise Price ” is equal to $0.001 per share, subject to adjustment as set forth in this Warrant.

(o) “ Expiration Date ” means the fifth (5th) anniversary of the Issuance Date or, if such date falls on a day that is not a Business Day or a day on which trading does not take place on the principal exchange or automated quotation system on which the Common Stock is traded, the next Business Day.

(p) “ Fundamental Transaction ” has the meaning attributed to it in Section 7(c) .

(q) “ Issuance Date ” means January 6, 2012.

(r) “ Payment ” has the meaning attributed to it in Section 2(a) .

(s) “ Person ” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

(t) “ Property Dividend ” has the meaning attributed to it in Section 7(c) .

(u) “ Quoted Price ” means, with respect to Common Stock on any particular date, (i) the last reported sales price of the Common Stock on the Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (ii) if there is no such price on such date, then the last reported sales price of the Common Stock on the Trading Market on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (iii) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the “pink sheets” published by Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (iv) if the shares of Common Stock are not then publicly traded, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(v) “ Securities Act ” means the Securities Act of 1933, amended.

(w) “ Trading Day ” means, with respect to any security, any day on which any market in which the applicable security is then traded and in which the Quoted Price may be ascertained, is open for business.

(x) “ Trading Market ” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

(y) “ Waiver Notice ” has the meaning attributed to it in Section 8 .

(z) “ Warrant ” means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

(aa) “ Warrant Shares ” has the meaning attributed to it in the preamble of this Warrant.

Section 2. Exercise of Warrant .

(a) This Warrant may be exercised by the Holder registered on the books of the Company, in whole or in part, at any time prior to 11:59 p.m. New York time on the Expiration Date. Any exercise of this Warrant shall be effected by: (1) delivery to the Company at the Designated Office of a written notice, in the form attached as Exhibit A (the “ Exercise Notice ”), of Holder’s election to exercise this Warrant, specifying the number of Warrant Shares to be purchased, (2) payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares being purchased (a) in cash or by wire transfer of immediately available funds; or (b) by means of a cashless exercise pursuant to Section 2(d) ; (such cash, wire transfer or cashless exercise referred to herein as the “ Payment ,” and any Payment may include any combination of such methods) and (3) the surrender to the Company at the Designated Office or to a nationally recognized courier for overnight delivery to the Designated Office, as soon as practicable following such date, of this Warrant, (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction in such form and substance as reasonably satisfactory to the Company).

(b) The Company shall, not later than the fifth (5 th ) Business Day (the “ Delivery Date ”) following receipt of an Exercise Notice, the Payment and this Warrant (collectively, the “ Exercise Documents ”), execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder, on or before the Delivery Date, a certificate or certificates, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled. Upon delivery of the Exercise Notice and the Payment (the “ Exercise Date ”), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised on the Delivery Date, irrespective of the date of delivery of the certificates evidencing the Warrant Shares.

(c) Unless the rights represented by this Warrant have expired or been fully exercised, the Company shall, as soon as practicable and in no event later than five (5) Business Days after receipt of the Exercise Documents and at its own expense, issue a new Warrant identical in all respects to this Warrant, except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to exercise, less the number purchased pursuant to the Exercise Notice.

(d) In lieu of or in addition to exercising this Warrant by means of paying in cash or by wire transfer, the Holder may elect to make the Payment by means of receiving shares equal to the value of this Warrant (or portion thereof being exercised) by delivery and surrender of this Warrant together with the Exercise Notice in accordance with the terms hereof, duly completed to indicate a net issuance exercise and executed by the Holder, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X = Y(A-B)/A

where

X = the number of shares to be issued to the Holder;

Y = the number of shares purchasable (or portion thereof) under this Warrant that are being exercised on the Exercise Date;

A = the Current Market Price of the Common Stock on the Exercise Date; and

B = the Exercise Price on the Exercise Date.

(e) The Company shall not be required to issue a fractional share of Common Stock upon exercise of this Warrant. As to any fraction of a share that the Holder of this Warrant would otherwise be entitled to purchase upon such exercise, the Company shall pay the Holder cash in lieu of such fractional share in an amount equal to the same fraction of the Current Market Price.

Section 3. Covenants as to Common Stock . The Company hereby covenants and agrees as follows:

(a) This Warrant is, and any Warrants issued in substitution for or in replacement of this Warrant upon issuance will be, duly authorized, executed and delivered.

(b) Upon issuance, all Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.

(c) As long as this Warrant is outstanding and may be exercised, the Company shall reserve and keep available for issuance upon the exercise of this Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant any other Derivative Security then outstanding.

Section 4. Warrant Holder Not Deemed a Stockholder . This Warrant shall not be construed as conferring upon the Holder the right to vote or to execute written consents as a stockholder of the Company. Except as expressly provided herein, this Warrant shall not be construed as conferring upon the Holder the right to notice as a stockholder of the Company or any other matters or rights whatsoever as a stockholder of the Company. Except as expressly provided herein, no dividends or interest shall be payable or accrued in respect of this Warrant or the rights represented hereby or the shares purchasable hereunder until, and only to the extent that, shares of Common Stock have been issued to the Holder pursuant to the exercise of this Warrant. No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of such Holder for the Exercise Price for any Warrant Shares or as a stockholder of the Company, whether such liability is asserted by the Company or its creditors.

Section 5. Representations of Holder . The Holder, by the acceptance hereof, represents that it is acquiring this Warrant for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. If the Holder cannot make such representations because they would be factually incorrect, it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of this Warrant shall not violate any federal or state securities laws. The Company shall not be penalized or disadvantaged by a Holder’s inability to exercise this Warrant due to its inability to make the required representations in connection with the exercise of this Warrant.

Section 6. Transfer, Division and Combination .

(a) Each transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the Designated Office, together with delivery of a written assignment of this Warrant in the form attached hereto as Exhibit B duly executed by the Holder or its duly authorized agent or attorney. Upon such surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in compliance with the terms of this Warrant, may be exercised by the new Holder for the purchase of shares of Common Stock without having a new Warrant issued.

(b) Subject to compliance with the applicable provisions of this Warrant, this Warrant may be divided or combined with other Warrants upon surrender and presentation hereof at the Designated Office, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder duly authorized or its agent or attorney. Subject to compliance with the applicable provisions of this Warrant as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

Section 7. Adjustment Provisions . The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 7 .

(a) Stock Dividends, Subdivisions and Combinations . If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case, the Exercise Price shall be adjusted to equal the product of the Exercise Price in effect immediately prior to such event multiplied by a fraction, the numerator of which is equal to the number of shares of Common Stock outstanding immediately prior to the event and the denominator of which is equal to the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall be made successively whenever any event listed above shall occur. In addition, the number of shares for which this Warrant is exercisable shall be adjusted so that the Holder of this Warrant thereafter may exercise this Warrant for the same aggregate number and kind of shares of capital stock of the Company that such Holder would have owned immediately following such event if such Holder had exercised this Warrant immediately prior to such event. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date of a subdivision, combination or reclassification.

(b) Pro Rata Distributions . If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “ Distributed Property ”), then in each such case the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted (effective on such record date) to equal the product of (A) such Exercise Price multiplied by (B) a fraction, (1) the numerator of which is equal to the Current Market Price of the Common Stock immediately prior to (but not including) such record date less the then fair market value of the Distributed Property distributed in respect of one outstanding share of Common Stock, as determined by the Company's independent certified public accountants that regularly examine the financial statements of the Company (an “ Appraiser ”) and (2) the denominator of which is equal to the Current Market Price of the Common Stock immediately prior to (but not including) such record date. In such event, the Holder, after receipt of the determination by the Appraiser, shall have the right to select an additional appraiser (which shall be a nationally recognized accounting firm), in which case such fair market value shall be deemed to equal the average of the values determined by the Appraiser and the appraiser selected by the Holder. As an alternative to the foregoing adjustment to the Exercise Price, upon the written request of the Holder delivered before the 90th day after such record date, the Company shall deliver to such Holder, the Distributed Property that such Holder would have been entitled to receive in respect of the Warrant Shares for which this Warrant could have been exercised immediately prior to such record date, upon any exercise of the Warrant that occurs after such record date. In addition, the number of shares for which this Warrant is exercisable shall be adjusted so that the Holder of this Warrant thereafter may exercise this Warrant for the same aggregate number and kind of shares of capital stock of the Company that such Holder would have owned immediately following such event if such Holder had exercised this Warrant immediately prior to such event.

(c) Fundamental Transactions . If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person; (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions; (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property; or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 7(a) above) (in any such case, a “ Fundamental Transaction ”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “ Alternate Consideration ”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. In the event of a Fundamental Transaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that: (x) this Warrant shall thereafter entitle the Holder to purchase the Alternate Consideration in accordance with this Section 7(c) , and (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Purchase Agreement.

If, in the case of any Fundamental Transaction, the Alternate Consideration includes shares of stock, other securities, other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such Fundamental Transaction, then such written agreement shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. At the Holder’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 30th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within five (5) Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black-Scholes value (calculated in accordance with Bloomberg, L.P. using a 180 day historical volatility) of the remaining unexercised portion of this Warrant on the date of such request in the case of a third party tender offer, or, in the case of any other Fundamental Transaction, on the date of the execution of definitive documentation governing such Fundamental Transaction.

(d) Calculations . All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock

(e) Notice of Adjustments . Upon the occurrence of each adjustment pursuant to this Section 7 , the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

(f) Notice of Corporate Events . If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least 20 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided that, the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Section 8. Ownership Cap and Exercise Restriction . Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder at such time, the number of shares of Common Stock which would result in such Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999% or 9.999%, as applicable, of the then issued and outstanding shares of Common Stock; provided that, upon the Holder of this Warrant providing the Company with five (5) days prior written notice (pursuant to Section 10 hereof) (the “ Waiver Notice ”) that such Holder would like to waive this Section 8 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 8 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided , further that, this provision shall be of no further force or effect during the five (5) days immediately preceding the expiration of the term of this Warrant.

Section 9. Lost, Stolen, Mutilated or Destroyed Warrant . If this Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly, on receipt of an indemnification undertaking reasonably satisfactory to the Company (or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

Section 10. Office of the Company; Notice .

(a) As long as this Warrant remains outstanding, the Company shall maintain an office or agency, which may be the principal executive offices of the Company (the “ Designated Office ”), where the Warrants may be presented for exercise, registration of transfer, division or combination as provided in this Warrant. Such Designated Office shall initially be the office of the Company at:

If to the Company:
	Aemetis, Inc.
	20400 Stevens Creek Blvd., Suite 700
	Cupertino, CA 95014
	Tel: (408) 213-0940
	Fax: (408) 252-8044
	Attention: Chief Financial Officer

(b) Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by fax transmittal (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and fax numbers for the Company shall be those set forth in Section 10(a) .

If to the Holder, at the address and fax number set forth below. Each party shall provide five (5) calendar days’ prior written notice to the other party of any change in address or fax number. Written confirmation of receipt (A) given by the recipient of any notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s fax machine containing the time, date, recipient fax number and an image of the first page of the transmission, or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of receipt.

Section 11. Amendment and Waiver . Except as otherwise provided herein, this Warrant may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Holder. No provision hereunder may be waived other than in a written instrument executed by the waiving party.

Section 12. Assignment . Subject to the restrictions on transfer set forth on the first page hereof, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder or their successors and assigns.

Section 13. Governing Law . This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of California.

Section 14. Restrictive Legends . So long as this Warrant remains outstanding and until such time as (a) a registration statement has been declared effective by the Securities and Exchange Commission or (b) the Warrant Shares may be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities that can then be immediately sold, certificates for any Warrant Shares will, in addition to any legend required under applicable securities laws, bear a restrictive legend substantially in the form first set forth above.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of January __, 2012.

	AEMETIS, INC.

	By:	____________________________________
		Name: Eric McAfee
		Title: Chief Executive Officer

Exhibit A To Warrant

AEMETIS, INC.

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER

TO EXERCISE THIS WARRANT

The undersigned holder hereby exercises the right to purchase _________________ shares of Common Stock (“ Warrant Shares ” ) of Aemetis, Inc., a Nevada corporation (the “ Company ” ), evidenced by the attached Warrant (the “ Warrant ” ). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Payment of Exercise Price (check applicable box) .

[ ] Payment in the sum of $_________________ [is enclosed] [has been wire transferred] to the Company in accordance with the terms of the Warrant.

[ ] Holder hereby elects to make the Payment for the Warrant Shares in accordance with Section 2(d) of the Warrant.

2. Delivery of Warrant Shares . The Company shall deliver the Warrant Shares in the name of the undersigned or in such other name as is specified below in accordance with Section 2(d) of the Warrant at the following address:

__________________________

3. Accredited Investor . The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Date: ______________________ __, ______

By:	_____________________________
	Name:
	Title:

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs the transfer agent of the Company to issue the above indicated number of shares of Common Stock to the Holder.

	AEMETIS, INC.


	By:	______________________________________
		Name:
		Title:

Exhibit B To Warrant

ASSIGNMENT

To be Executed by the Registered Holder in Order to Assign Warrants

For Value Received, ___________________________________ hereby sells, assigns and transfers unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to __________________________________________________________________________________________________________________________

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

______________________________________ of the Warrants represented by this Warrant Certificate and does hereby irrevocably constitute and appoint ____________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

Dated: _____________________________		_______________________________________
		(SIGNATURE)

THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17 Ad – 15).

Appendix I

Holder’s Contact Information

Name: _______________________________________________

Title (if any): __________________________________________

Entity Name (if any): ____________________________________

Address: _____________________________________________

City, State, Zip: ________________________________________

Telephone Number:_____________________________________

Facsimile Number: ______________________________________

E-mail Address: ________________________________________