AEMETIS, INC (Form: 8-K, Received: 10/23/2012 17:25:24)

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): October 16, 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

Limited Waiver and Amendment No. 1 to Amended and Restated Note Purchase Agreement

As previously reported, on July 6, 2012, Aemetis, Inc., (the “Company”), Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“AEAFK”), and Merger Sub (collectively, the “Borrowers”) entered into an Amended and Restated Note Purchase Agreement with Third Eye Capital Corporation, as agent (“Administrative Agent”) for the noteholders who are a party thereto (the “Credit Agreement”), and the Lenders (the “Lenders”), pursuant to which the Lenders have agreed to extend new credit in the form of (i) senior secured term loans in an aggregate principal amount of $15,000,000 that will be used to fund the cash portion of the Merger; (ii) senior secured term loans in the principal amount of approximately $10,000,000 to repay existing indebtedness; and (iii) senior secured revolving loans in an aggregate principal amount at any time outstanding not in excess of $18,000,000.

On October 18, 2012, the Company, AEAFK and the Administrative Agent entered into a Limited Waiver and Amendment No. 1 to Amended and Restated Note Purchase Agreement, effective October 1, 2012, pursuant to which the Administrative Agent agreed to (i) extend the maturity date of the Existing Notes to July 6, 2014; (ii) to increase the amount of the Revolving Loan Facility by $6,000,000, to a total of $24,000,000; (iii) to modify the redemption waterfall so that the first 5 million of payments would be applied first to the increase in the Revolving notes; (iv) granted waivers to the Borrowers’ obligation to pay or comply, and any event of default which has occurred or may occur as a result of such failures of the Borrowers to pay or comply with certain financial covenants and principal payments, including financial covenants for the quarter ended September 30 and December 31, 2012; and (v) agreed to accrue interest until the earlier of certain events described in the Limited Waiver or February 2, 2013.

Consideration

In consideration for the Limited Waiver and Amendment, the Borrowers, among other things, agreed to pay the Lenders a waiver fee in the amount of $4,000,000 (the “Waiver Fee”); and (ii) cash in the amount of $28,377.23 for certain unreimbursed costs and expenses payable by the Borrowers pursuant to the terms of the Agreement. The Waiver Fee is payable as follows: (i) $1,000,000 of Waiver Fee shall be added to the outstanding principal balance of the Revolving Loan Facility Notes; (ii) $1,000,000 of the Waiver Fee shall be paid on January 1, 2013, April 1, 2013 and July 1, 2013 (each, a “Fee Payment Date”). The Borrowers may elect to pay the portions of the Waiver Fee due in 2013 in shares of the Company’s common stock at a 10% discount to the closing price of the Company’s Common Stock on the payment date; or (ii) add the payments to the outstanding principal balance of the Revolving Loan Facility Notes.

The foregoing description of the Limited Waiver and Amendment No. 1 to Amended and Restated Note Purchase Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Limited Waiver and Amendment No. 1 to Amended and Restated Note Purchase Agreement, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

Amendment No. 1 to Revolving Line of Credit Agreement

On October 16, 2012, Aemetis International, Inc. (AII), a subsidiary of Aemetis, Inc. entered into Amendment No 1. To Revolving Line of Credit Agreement with Laird Q. Cagan pursuant to which AII extended the maturity date of the loan until July 1, 2014 and certain other terms.

In consideration for the Amendment No 1. To Revolving Line of Credit Agreement, AII agreed to pay the Lender an extension fee of 5% of the outstanding balance under the Line of Credit, or approximately $263,000. The Note Extension Fee is payable in cash or by a conversion of the Note Extension Fee and interest earned on the unpaid balance at time of conversion into shares of the Company’s common stock, at the option of the Lender, at the conversion rate equal to the 22 day trailing daily closing price from the date of notice of conversion and certain other terms.

The foregoing description of the Amendment No 1. To Revolving Line of Credit Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No 1. To Revolving Line of Credit Agreement, which is filed as Exhibit 10.2 hereto and which is incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT .

On October 17, 2012, the Company and the Company’s subsidiary, AE Advanced Fuels, Inc. entered into and received initial funding of a Note Purchase Agreement with Advanced BioEnergy, LP, a California limited Partnership (the “Lender”) pursuant to which AE Advanced Fuels, Inc. may issue 3% subordinated convertible promissory notes (each, a “Note” and collectively, the “Notes”) in the aggregate principal amount of up to $36,000,000. This Note Purchase Agreement has been entered into pursuant to the EB-5 Immigrant Investor Program.

Each Note shall be in the principal amount of $500,000 and have the same general terms and conditions. The outstanding principal under each Note is due and payable four years from the date of the Note (the "Maturity Date"); provided, however, that at any time between the first day of the third year of the Note and the Maturity Date, the Lender at its option may, upon five (5) days prior written notice, convert a ll or any portion of the principal and interest due and owing under a Note, into shares of Common Stock of Aemetis, Inc. at the then applicable conversion rate of $3.00 per share (as may be adjusted as set forth in the Note). Each Note shall be subordinated to senior indebtedness of the Borrower (as defined in the Note).

The foregoing description of the Note Purchase Agreement and the Note is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement and Note, which is filed as Exhibits 10.3 and 10.4 hereto and which is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description
10.1		Limited Waiver and Amendment No. 1 to Amended and Restated Note Purchase Agreement dated as of October 18, 2012 by and among Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc., a Delaware corporation, Third Eye Capital Corporation, an Ontario corporation, as agent, Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust.
10.2		Amendment No 1. To Revolving Line of Credit Agreement dated October 16, 2012 by and among Aemetis International, Inc., a Nevada corporation, and Laird Q. Cagan.
10.3		Note Purchase Agreement effective as of March 4, 2011, amended January 19, 2012, and July 24, 2012 by and by and among AE Advanced Fuels, Inc., a Delaware corporation, and Advanced BioEnergy, LP, a California limited partnership and Advanced BioEnergy GP, LLC, a California limited liability company.
10.4		Form of Convertible Subordinated Promissory Note by and among AE Advanced Fuels, Inc., a Delaware corporation and Advanced BioEnergy, LP, a California limited Partnership.

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: October 23, 2012	By:	/s/ Eric A. McAfee
		Eric A. McAfee Chief Executive Officer

EXHIBIT 10.1

Execution Copy

LIMITED WAIVER AND AMENDMENT NO. 1

TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

This Limited Waiver and Amendment No. 1 to Amended and Restated Note Purchase Agreement (this “ Amendment ”), dated as of October 18, 2012 and made effective as of October 1, 2012, is made by and among (i) AEMETIS ADVANCED FUELS KEYES, INC. (f/k/a AE Advanced Fuels Keyes, Inc.) , a Delaware corporation (“ AEAFK ”), AEMETIS FACILITY KEYES, INC. , a Delaware corporation and successor-in-interest to Keyes Facility Acquisition Corp., a Delaware corporation (“ Keyes Facility ”, together with AEAFK, the “ Borrowers ”), AEMETIS, INC. (formerly known as AE Biofuels, Inc.), a Nevada corporation (“ Parent ”), and (ii) THIRD EYE CAPITAL CORPORATION , an Ontario corporation, as agent for the Noteholders (“ Agent ”), THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND - INSIGHT FUND (“ TEC Insight Fund Purchaser ”) and SPROTT PC TRUST (“ Sprott PC Trust Purchaser ,” and together with TEC Insight Fund Purchaser, “ Noteholders ”).

RECITALS

A. The Borrowers, Agent and Noteholders entered into the Amended and Restated Note Purchase Agreement dated as of July 6, 2012 (as the same may be amended, restated, supplemented, revised or replaced from time to time, the “ Agreement ”). Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement.

B. The Borrowers have requested, and the Agent and Noteholders have agreed, to provide a limited waiver and amendment to the Agreement on the terms and conditions contained herein.

AGREEMENT

SECTION 1. Reaffirmation of Indebtedness . The Borrowers hereby confirm that (a) as of October 1, 2012, the outstanding principal balance of the Notes and accrued and unpaid interest thereon (excluding any Default or Event of Default interest) is $51,376,155.76.

SECTION 2. Amendments . As of the date hereof, the following sections of the Agreement shall be and hereby are amended as follows:

(A) Recitals Part of Agreement . The foregoing recitals are hereby incorporated into and made a part of this Agreement, including all defined terms referenced therein.

(B) Section 1.1 (Definitions) . Section 1.1 of the Agreement is hereby amended by substituting and adding the following definitions in lieu of or in addition to the versions of such terms and related definitions contained in the Agreement, as applicable, in the appropriate alphabetical order:

“ Existing Notes Stated Maturity Date ” means July 6, 2014.

“ Financing ” means, collectively, (i) the issuance and sale by the Borrowers of $7,184,573.64 aggregate principal amount of Existing Notes pursuant to this Agreement, (ii) the issuance and sale by the Borrowers of $15,000,000 aggregate principal amount of Acquisition Notes pursuant to this Agreement, (iii) the issuance and sale by the Borrowers of up to $24,000,000 aggregate principal amount of Revolving Notes pursuant to this Agreement and (iv) the issuance and sale by the Borrowers of $10,000,000 aggregate principal amount of Revenue Participation Notes pursuant to this Agreement and (iv) the entry into by the parties thereto of the other transactions contemplated by the Financing Documents.

“ First Amendment Effective Date ” means October 1, 2012.

“ Non-Revolving Portion ” means, the Special Advances and the First Amendment and Waiver Fee Advances in the aggregate principal amount of up to $6,000,000.

“ Payment Event Date ” means the earliest to occur of (a) the date of the completion of any equity offering of Capital Stock of any Company Party that results in gross proceeds of at least $5,000,000; (b) the date any Company Party receives any proceeds from the Program of $2,000,000 or more in the aggregate; (c) the date any Company Party receives proceeds of $1,000,000 or more in the aggregate from the California Energy Commission, whether in the form of a grant, loan, subsidy, tax credit or other similar benefit; and (d) February 1, 2013.

“ Revolving Notes ” means, collectively, the revolving notes to be issued by the Borrowers made payable to the Noteholders at the First Closing and any Subsequent Closing in the form attached hereto as Exhibit C-4 up to a maximum aggregate original principal amount of $24,000,000.

“ Revolving Portion ” means, the aggregate principal amount of up to $18,000,000.

“ Special Advances ” means the portion of the Revolving Notes issued on September 28, 2012 and October 1, 2012 in the original principal amount of $1,000,000 in the aggregate, together with the portion of the Revolving Notes issued after the First Amendment Effective Date in the original principal amount of $1,000,000 in the aggregate.

“ Subsequent Closing ” means, at the option of the Borrowers, one or more Closings for the purchase and sale of Revolving Notes following the First Closing, in each case as contemplated herein, provided that no more than $24,000,000 principal amount of Revolving Notes shall be issued and outstanding at any time.

(C) Section 2.3 (Creation and Issuance of the Notes) . Section 2.3 of the Agreement is deleted in its entirety and replaced with the following:

“2.3 Creation and Issuance of the Notes . The Borrowers hereby create and authorize the Notes for issuance in the aggregate principal amount of up to $56,184,573.64. The Notes shall be dated as of their applicable Issue Date (including all replacement certificates issued in accordance with this Agreement) and will become due and payable, together with all accrued and unpaid interest thereon, on the Maturity Date. Other than the Revolving Portion of the Revolving Notes, which may be re-issued once redeemed, neither the Non-Revolving Portion of the Revolving Notes nor any other Notes, may be re-issued once redeemed.”

(D) Section 2.4 (Subsequent Closings and Revolving Notes) . Section 2.4 of the Agreement is deleted in its entirety and replaced with the following:

“2.4 Subsequent Closings and Revolving Notes . Subject to the terms and conditions set forth in Section 2.2, on and after the date of this Agreement and upon written notice by the Borrowers to the Administrative Agent of not less than ten Business Days in substantially the form attached hereto as Exhibit B (each, a “ Revolving Loan Request ”), the Noteholders, severally, and not jointly, agree to issue Revolving Notes in an aggregate amount not to exceed at any time outstanding the amount identified in the Allocation Notice; provided , however , that (i) after giving effect to any outstanding Revolving Notes, the aggregate principal amount of all outstanding Revolving Notes shall not exceed $24,000,000, (ii) $4,000,000 of the Revolving Notes may only be used by the Borrowers to pay the First Amendment and Waiver Fee and for no other purpose (the “ First Amendment and Waiver Fee Advances ”) and (iii) once the portion of the Revolving Notes representing the First Amendment and Waiver Advances and the Special Advances have been redeemed, such amounts shall not be re-issued. The aggregate principal amount of any new Revolving Notes issued at any Subsequent Closing must be at least $500,000 and in increments of $100,000. At each Subsequent Closing, the Borrowers shall deliver an officer’s certificate to the Administrative Agent and such other evidence reasonably acceptable to the Administrative Agent that the conditions precedent set forth in Section 2.2 have been met.”

(E) Section 4.2(1) (Partial Redemption) . Section 4.2(1) of the Agreement is deleted in its entirety and replaced with the following:

“4.2 Redemption on Occurrence of Certain Events .

(i) Partial Redemption . Upon the occurrence of a Redemption Event, the Borrowers shall redeem that portion of the Notes equal to the net proceeds received by the Borrowers from such Redemption Event. Upon the occurrence of any Redemption Event or in the event the Borrowers elect to redeem the Notes pursuant to this Agreement, the Borrowers shall redeem the Notes in the following order of priority: (a) the first $5,000,000 shall be applied to the Revolving Portions of the Revolving Note, (b) the Non-Revolving Portions of the Revolving Notes, (c) the Existing Notes, (d) the Acquisition Notes, (e) the Revenue Participation Notes, and (f) the Revolving Portions of the Revolving Notes. Notwithstanding anything to the contrary, in the event that any Company Party completes an equity offering of Capital Stock that results in gross proceeds of at least $50,000,000, the Borrowers shall redeem the Revenue Participation Notes for an amount equal to the sum of the then outstanding principal balance, plus all accrued and unpaid interest owing thereon. In addition, to the extent that any Company Party completes an equity offering of Capital Stock that results in gross proceeds of at least $50,000,000 and any Note Indebtedness remains outstanding, the Borrowers shall redeem the Notes in an amount equal to 100% of the monthly Free Cash Flow of the Borrowers; provided, however, the Borrowers shall be permitted to make Revolving Loan Requests in accordance with Section 2.4 hereof.”

SECTION 3. Payments of Interest . Notwithstanding anything to the contrary contained in the Agreement, for the period commencing on October 1, 2012 and ending on the Payment Event Date, interest on the Notes shall accrue as set forth in the Agreement but shall not be payable until the earlier of (i) the Payment Event Date and (ii) Agent’s declaration that all Note Indebtedness to be immediately due and payable pursuant to Section 8.2 of the Agreement. For any period following the Payment Event Date, interest on the Notes shall accrue and shall be payable as set forth in the Agreement. Notwithstanding the First Amendment Effective Date, the Borrowers hereby acknowledge that interest on the portion of the Special Advance made to Borrowers on September 28, 2012 in the amount of $607,864.91 shall accrue commencing on September 28, 2012, which interest shall be payable by the Borrowers.

SECTION 4. Limited Waiver . Subject to the terms, covenants and conditions of this Amendment, Agent hereby waives the Borrowers’ obligation to pay or comply, and any Event of Default which has occurred or may occur solely as a result of such failures of the Borrowers to pay or comply with, the following:

(A) the weekly redemptions in respect of the Existing Notes due September 21, 2012 and September 28, 2012 in the aggregate amount of $100,000 pursuant to Section 4.1(2) of the Agreement;

(B) the redemption in respect of the Existing Notes in the amount of $300,000 pursuant to Section 4.1(3) of the Agreement for the quarter ending September 30, 2012;

(C) any redemption in respect of any Existing Note pursuant to Section 4.1(1), (2) and (3) of the Agreement for the period commencing on the First Amendment Effective Date and ending on the Payment Event Date;

(D) the Keyes Plant Minimum Quarterly Production covenant pursuant to Section 6.2(b) of the Agreement for the quarters ending September 30, 2012 and December 31, 2012;

(E) the Free Cash Flow covenant pursuant to Section 6.2(a) of the Agreement for the quarter ending December 31, 2012; and

(F) the payment of the Existing Notes Stated Maturity Date Extension Fee.

Except as expressly provided herein, nothing contained herein shall be construed as a waiver by Agent or Noteholders of any covenant or provision of the Agreement, the other Note Purchase Documents, or of any other contract or instrument among the Borrowers, any Company Party, Noteholders and Agent, and the failure of Agent or Noteholders at any time or times hereafter to require strict performance by the Borrowers or any Company Party of any provision thereof shall not waive, affect or diminish any right of Agent or Noteholders to thereafter demand strict compliance therewith. Agent and Noteholders hereby reserve all rights granted under the Agreement, the Note Purchase Documents and any other contract or instrument among the Borrowers, any Company Party, Noteholders and Agent.

SECTION 5. Conditions to Effectiveness . This Amendment, and the waivers contained herein, shall be effective only upon and subject to satisfaction of the following conditions precedent:

(A) Agent shall have received this Amendment duly executed by the parties hereto.

(B) Agent shall have received an amendment and waiver fee in the amount of $4,000,000 (the “ First Amendment and Waiver Fee ”), which First Amendment and Waiver Fee shall be deemed fully earned and nonrefundable and shall be payable in accordance with Section 6 hereof.

(C) Agent shall have received payment in cash in the amount of $28,377.23 for certain unreimbursed costs and expenses payable by the Borrowers pursuant to the terms of the Agreement.

(D) Agent shall have received the Amended and Restated Revolving Notes duly executed by the Borrowers in the original principal amount of $24,000,000.

(E) Within 20 days following the First Amendment Effective Date, Agent shall have received (i) an amendment to each of the Mortgages duly executed by the Borrowers in a form acceptable to Agent, (ii) a title endorsement issued by First American Title Insurance Company in favor of Agent insuring the priority of Agent’s Lien created by the Mortgages and (iii) evidence of the payment of real property taxes due and owing with respect to the Real Property subject to the Mortgages.

(F) Agent shall have received a Reaffirmation to Unconditional Personal Guaranty, duly executed by Eric McAfee.

(G) Agent shall have received a Reaffirmation of Guaranty, duly executed by the Guarantors.

(H) Agent shall have received a Reaffirmation of Guaranty, duly executed by McAfee Capital LLC.

(I) Agent shall have received a certificate of a Senior Officer of each Borrower certifying (1) that no change has occurred to the Organizational Documents of the Borrowers since certified copies thereof were previously delivered to the Agent, and (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of each Borrower authorizing the execution, delivery and performance of the Note Purchase Documents to which such Borrower is a party delivered in connection with this Amendment, including the issuance and sale of the Amended and Restated Revolving Note, and that such resolutions have not been modified, rescinded or amended and are in full force.

(J) Agent shall have received all other approvals, opinions, documents, agreements, instruments, certificates, schedules and materials as Agent may reasonably request.

Each Borrower acknowledges and agrees that the failure to perform, or to cause the performance of, the foregoing covenants and agreements will constitute an Event of Default under the Agreement and Agent and Noteholders shall have the right to demand the immediate repayment in full in cash of all outstanding Indebtedness owing to Agent and Noteholders under the Agreement, the Notes and the other Note Purchase Documents. In consideration of the foregoing and the transactions contemplated by this Amendment, each Borrower hereby (a) ratifies and confirms all of the obligations and liabilities of such Borrower owing pursuant to the Agreement and the other Note Purchase Documents and (b) agrees to pay all costs and expenses of Agent and Noteholders in connection with this Amendment.

SECTION 6. Payment of First Amendment and Waiver Fee . The Borrowers shall pay the First Amendment and Waiver Fee as follows:

(A) $1,000,000 of the First Amendment and Waiver Fee shall be added to the outstanding principal balance of the Revolving Notes as of the First Amendment Effective Date.

(B) $1,000,000 of the First Amendment and Waiver Fee (“ Partial Amendment Fee ”) shall be paid on January 1, 2013, April 1, 2013 and July 1, 2013 (each, a “ Fee Payment Date ”). At the Borrowers’ option and with not less than 10 Business Days written notice to Agent of the Borrowers’ election prior to such Fee Payment Date, the Borrowers may elect to pay the Partial Amendment Fee due on such Fee Payment Date either (i) in shares of the common stock of Parent or (ii) as an addition to the outstanding principal balance of the Revolving Notes.

If the Borrowers elect to pay the portion of the Partial Amendment Fee in the common stock of Parent as set forth in Section 6(B) above, the number of shares will be calculated using the following formula based on the closing share price on the applicable Fee Payment Date as follows and stock certificates representing such shares shall be delivered to the Agent within five Business Days following the applicable Fee Payment Date to which such shares relate:

	# of shares of common stock =	Amount of such Partial Amendment Fee

		90% of closing price of common stock, as applicable

SECTION 7. Consent . Subject to the terms, covenants and conditions of this Amendment, Agent consents to the Borrowers incurring additional unsecured debt, evidenced by the promissory notes in the original principal amount of up to $36,000,000 issued pursuant to the Note Purchase Agreement dated as March 4, 2011, amended January 19, 2012 and July 24, 2012 between the Parent, AE Advanced Fuels, Inc., Advanced BioEnergy, LP and its general partner Advanced BioEnergy GP, LLC (the “ Advanced BioEnergy Agreement ”), and agrees that such unsecured debt shall be considered “Permitted Indebtedness” for purposes of the Agreement. Within 30 days after the First Amendment Effective Date, the Borrowers shall cause Advanced BioEnergy, LP and any other holder of the notes issued pursuant to the Advanced BioEnergy Agreement to deliver subordination agreements in favor of Agent on behalf of the Noteholders in form and substance acceptable to Agent.

SECTION 8. Agreement in Full Force and Effect as Amended . Except as specifically amended or waived hereby, the Agreement and other Note Purchase Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of, or consent to or departure from, any provisions of the Agreement or any other Note Purchase Document or any right, power or remedy of Agent or Noteholders thereunder, nor constitute a waiver of any provision of the Agreement or any other Note Purchase Document, or any other document, instrument or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Amendment shall not preclude the future exercise of any right, remedy, power, or privilege available to Agent or Noteholders whether under the Agreement, the other Note Purchase Documents, at law or otherwise. All references to the Agreement shall be deemed to mean the Agreement as modified hereby. This Amendment shall not constitute a novation or satisfaction and accord of the Agreement or any other Note Purchase Documents, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Agreement and Note Purchase Documents as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Agreement as amended by this Amendment, and each reference herein or in any other Note Purchase Documents to “the Agreement” shall mean and be a reference to the Agreement as amended and modified by this Amendment.

SECTION 9. Representations . Each of the Parent and the Borrowers hereby represents and warrants to Agent and Noteholders as of the date of this Amendment as follows: (A) it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (B) the execution, delivery and performance by it of this Amendment and all other Note Purchase Documents executed and delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (i) its articles of incorporation, bylaws or other organizational documents, or (ii) any applicable law; (C) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Entity or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or any other Note Purchase Documents executed and delivered in connection herewith by or against it; (D) this Amendment and all other Note Purchase Documents executed and delivered in connection herewith have been duly executed and delivered by it; (E) this Amendment and all other Note Purchase Documents executed and delivered in connection herewith constitute its legal, valid and binding obligation enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (F) after giving effect to this Amendment, it is not in default under the Agreement or any other Note Purchase Documents and no Event of Default exists, has occurred and is continuing or would result by the execution, delivery or performance of this Amendment; and (G) the representations and warranties contained in the Agreement and the other Note Purchase Documents are true and correct in all material respects as of the date hereof as if then made, except for such representations and warranties limited by their terms to a specific date.

SECTION 10. Miscellaneous .

(A) This Amendment may be executed in any number of counterparts (including by facsimile or email), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile or scanned signature and that it accepts the facsimile or scanned signature of each other party. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof or thereof. Whenever the context and construction so require, all words herein in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. The use of the word “including” in this Amendment shall be by way of example rather than by limitation. The use of the words “and” or “or” shall not be inclusive or exclusive.

(B) This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of the Borrowers and Agent. This Amendment shall be considered part of the Agreement and shall be a Note Purchase Document for all purposes under the Agreement and other Note Purchase Documents.

(C) This Amendment, the Agreement and the Note Purchase Documents constitute the final, entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof.

(D) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT.

(E) Neither the Parent nor any Borrower may assign, delegate or transfer this Amendment or any of their rights or obligations hereunder. No rights are intended to be created under this Amendment for the benefit of any third party donee, creditor or incidental beneficiary of the Borrowers or any Company Party. Nothing contained in this Amendment shall be construed as a delegation to Agent or Noteholders of the Borrowers or any Company Party’s duty of performance, including any duties under any account or contract in which Agent or Noteholders have a security interest or lien. This Amendment shall be binding upon the Borrowers, the Parent and their respective successors and assigns.

(F) All representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment and no investigation by Agent or Noteholders shall affect such representations or warranties or the right of Agent or Noteholders to rely upon them.

(G) THE BORROWERS AND THE PARENT ACKNOWLEDGE THAT SUCH PERSON’S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT OR ANY NOTEHOLDER. THE BORROWERS AND THE PARENT HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT AND EACH NOTEHOLDER AND THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH PERSON MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER NOTE PURCHASE DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

{Signatures appear on following pages.}

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

	BORROWERS :

	AEMETIS ADVANCED FUELS KEYES, INC.

	By:	/s/ Eric A. McAfee
	Name:	Eric A. McAfee
	Title:	Chief Executive Officer

	AEMETIS FACILITY KEYES, INC.

	By:	/s/ Eric A. McAfee
	Name:	Eric A. McAfee
	Title:	Chief Executive Officer

	PARENT:

	AEMETIS, INC.

	By:	/s/ Eric A. McAfee
	Name:	Eric A. McAfee
	Title:	Chief Executive Officer

Signature Page to Limited Waiver and Amendment No. 1

	ADMINISTRATIVE AGENT:
	THIRD EYE CAPITAL CORPORATION

	By:	/s/ Arif N. Bhalwani
	Name: Title:	Arif N. Bhalwani Managing Director

	By:	/s/ David G. Alexander
	Name: Title:	David G. Alexander Managing Director

	NOTEHOLDERS : SPROTT ASSET MANAGEMENT GP INC., in its capacity as general partner of SPROTT ASSET MANAGEMENT L.P., in its capacity as Manager of SPROTT PC TRUST
	By:	/s/ Steve Rastowsky
	Name: Title:	Steve Rastowsky CFO

	THIRD EYE CAPITAL CREDIT OPPORTUNITIES S.ar.l, it its capacity as Managing General Partner of THIRD EYE CAPITAL CREDIT OPPORTUNITIES FUND – INSIGHT FUND

	By:	/s/ Richard Goddard
	Name: Title:	Richard Goddard Manager

	By:	/s/ Robert L. DeNormandie
	Name: Title:	Robert L. DeNormandie Manager

Signature Page to Limited Waiver and Amendment No. 1

EXHIBIT 10.2

AMENDMENT NO. 1 TO REVOLVING LINE OF CREDIT AGREEMENT

This Amendment No. 1 to Revolving Line of Credit Agreement between AEMETIS INTERNATIONAL INC. , (formerly known as “International Biodiesel, Inc.”), a Nevada corporation (the “ Company ”) and LAIRD Q. CAGAN (" Lender ”) is entered into October 16, 2012 and effective as of July 1, 2012 (the " Amendment”).

RECITALS

A. The Company and Lender entered into a certain Revolving Line of Credit Agreement, dated as of August 17, 2009 (the “ Agreement ”). Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement.

B. The Company and Lender wish to extend the Agreement to July 1, 2014.

C. The Company previously agreed to pay Lender a fee of 5% of the outstanding balance of the Revolving Line for each one year extension of the Agreement (“Note Extension Fee”), payable in cash or stock, at the same conversion price and terms. A five percent (5%) fee will be incurred by the Company upon the extension of the maturity date to July 1, 2014.

D. The Company and Lender have agreed to a time-to-time right to convert interest and fees earned on unpaid balance at time of conversion per the terms in the Subordination Agreement dated October 18, 2010.

E. The Company and Lender have agreed that the rate of conversion, should the fee and accrued interest be paid in stock, (per the Assignment Agreement dated September 30, 2011), equates to one (1) share of stock at the average 22 day trailing daily closing price from the date of notice of conversion, plus any accrued and unpaid interest and fees as of the date of notice of conversion.

AGREEMENT

I. Amendments . As of July 1, 2012, the following sections of the Agreement shall be and hereby are amended as follows :

SECTION 2, first paragraph of the Agreement is deleted in its entirety and amended by inserting the following in its place.

2. Lender hereby establishes for a period extending to July 1, 2014 (the “MATURITY DATE”) a revolving line of credit (the “CREDIT LINE”) for Borrower in the principal amount of Five Million Dollars ($5,000,000.00) (the "CREDIT LIMIT”). In connection herewith, Borrower shall execute and deliver to Lender a Promissory Note (the “Note”) in the amount of the credit limit and in the form and content satisfactory to Lender. All sums advanced on the Credit Line or pursuant to the terms of this Loan Agreement (each an “ADVANCE”) shall become part of the principal of said note.

SECTION 5 REPAYMENT of the Agreement is deleted in its entirety and amended by inserting the following in its place:

5. REPAYMENT . Interest shall be paid monthly. The unpaid principal balance, together with any accrued interest and other unpaid charges or fees hereunder, shall be due and payable on the Maturity Date. All payments shall be made to the Lender at such place as Lender may, from time to time, designate. All payments received hereunder shall be applied first, to any costs or expenses incurred by Lender in collecting such payment or to any other unpaid charges or expenses due hereunder; second, to accrued interest; and third, to principal. Borrower may prepay principal at any time without penalty. The conversion right allows for a one-time conversion of interest and fees earned on unpaid balances for each conversion into stock. Any payments made by the conversion of interest into stock reduces the amount of interest and fees convertible in the future by the amount of the payment. Any payments made using the conversion of interest into stock where the lender otherwise directs the application of any portion of the conversion to principal, shall reduce the amount of future interest eligible for conversion by the amount of the otherwise applied principal portion.

Before any payment is made with respect to interest or the Note Extension Fee, Borrower shall first receive written confirmation of Lender’s determination of its decision to receive cash or stock for such amounts.

The Note Extension Fee may be paid in cash or by a conversion of the Note Extension Fee and interest earned on the unpaid balance at time of conversion into stock, at the option of the Lender. The rate of conversion should the Note Extension Fee and interest accrued subsequent to September 30, 2011 be paid in stock shall be one (1) share of stock at the average 22 day trailing daily closing price from the date of notice of conversion (“Conversion Price”).

The average trailing daily closing price cannot fall below $0.05 per share for conversion of fees and accrued interest.

II. Agreement in Full Force and Effect as Amended . Except as specifically amended, consented and/or waived hereby, the Agreement shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Agreement or any right, power or remedy of Lender, nor constitute a waiver of any provision of the Agreement or of any default or Event of Default under the Agreement, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to Lender whether under the Agreement, at law or otherwise. All references to the Agreement shall be deemed to mean the Agreement as modified hereby. This Amendment shall not constitute a novation or satisfaction and accord of the Agreement but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Agreement as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Agreement as amended by this Amendment.

III. Miscellaneous .

(A) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile signature and that it accepts the facsimile signature of each other party. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof or thereof. Whenever the context and construction so require, all words herein in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

(B) This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified orally or by any course of dealing or in any manner other than as provided in the Agreement. This Amendment shall be considered part of the Agreement.

(C) This Amendment and the Agreement constitute the final, entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof.

This Amendment is executed as of the date stated at the beginning of this Amendment.

	Lender:

	By:	/s/ Laird Q. Cagan
		Laird Q. Cagan

	Company:

	Aemetis International, Inc. (f/k/a International Biodiesel, Inc.)

	By:	/s/ Eric A. McAfee
	Name:	Eric A. McAfee
	Title:	Chief Executive Officer

	Aemetis, Inc.

	By:	/s/ Eric A. McAfee
	Name:	Eric A. McAfee
	Title:	Chief Executive Officer

Amendment No. 1 to the Revolving Line of Credit Agreement dated October 16, 2012 and effective as of July 1, 2012

EXHIBIT 10.3

AE ADVANCED FUELS, INC.

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 4th day ofMarch, 2011, amended January 19, 2012, and July 24, 2012by and among Aemetis, Inc., a Nevada corporation (“Aemetis” or “Parent” or “AE”)(formerly “AE Biofuels, Inc.”) and AE Advanced Fuels, Inc., a Delaware corporation and wholly-owned subsidiary of Aemetis(the “Company”) on the one hand, and Advanced BioEnergy, LP, a California limited partnership (the “Purchaser”) and Advanced BioEnergy GP, LLC, a California limited liability company and the general partner of the Purchaser (the “General Partner”), on the other hand.

RECITALS

WHEREAS, the RegionalCenter is a limited liability company which has been designated a regional center by the USCIS pursuant to the EB-5 Program;

WHEREAS, the General Partner is a recently formed California limited liability company formed to act as the general partner of the Purchaser;

WHEREAS, the Purchaser is aCalifornia limited partnership that was recently formed to make the investment described in this Agreement;

WHEREAS, the potential investors in the Purchaser will be making an investment into the Purchaser as Limited Partners under the terms of the Limited Partnership Agreement and the Purchaser PPM (defined below);

WHEREAS, the Company is a development stage biofuels company that was recently formed to engage in the business described in the PPM (defined below);

WHEREAS, the Company desires to sell and issue to the Purchaser, and the Purchaser desires to purchase from the Company, up to seventy-two (72) Convertible Subordinated Promissory Notes described under this Agreement in the amount of $500,000 each, convertible into 166,667 shares of the Common Stock of Aemetis, Inc, for each Convertible Subordinated Promissory Note, and if all 72 Convertible Subordinated Promissory Notes are sold in exchange for the aggregate principal amountsof $36,000,000, they are convertible into 12,000,024 shares of the Common Stock of Aemetis, Inc.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

TERMS OF AGREEMENT

1. Defined Terms . The terms defined in this Section 1 and parenthetically elsewhere in this Agreement shall have such defined meaning throughout this Agreement.

1.1 “ Aemetis Common Stock ” means the common stock of Aemetis, Inc., a Nevada corporation, par value $0.0001 per share.

1.2 “ Agreement ” means this Convertible Promissory Note Agreement.

1.3 “ Closing” has the meaning set forth in Section 2.3.

1.4 “ Common Stock” means common stock, $0.0001 par value, of the Company.

1.5 “ Company ” means AE Advanced Fuels, Inc., a Delawarecorporation, and subsidiary ofAemetis, Inc.

1.6 “ Company Disclosure Schedule ” means the Company’s disclosures regarding the representations and warranties as referenced in Section 3 of this Agreement made to the Purchasers in connection with this Agreement and the Transaction Documents, attached hereto as Exhibit C .

1.7 “ Convertible Subordinated Promissory Note Agreements ” means the Convertible Subordinated Promissory Notes, attached hereto as Exhibit B .

1.8 “ EB-5 Condition” means approval by USCIS of the Limited Partner’s Form I-526 Immigrant Petition by Alien Entrepreneur (an “ I-526 Petition” ).

1.9 “ EB-5 Immigrant Investor Program ” has the meaning set forth in Section 4.4.

1.10 “ Environmental Laws ” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and governmental restrictions relating to human health or the environment or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment, including without limitation ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

1.11 “ Environmental Permits ” means all permits, licenses, authorizations, certificates and approvals of governmental authorities required by any Environmental Laws to be obtained by the Company or any of its subsidiaries, as the case may be, or relating to any Environmental Law and necessary or proper for the business of the Company or any of its Subsidiaries as currently conducted or as contemplated to be conducted as described in the PPM.

1.12 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

1.13 “ General Partner ” means Advanced BioEnergy GP, LLC, a California limited liability company and an affiliate of the RegionalCenter.

1.14 “ Hazardous Substances ” means any toxic, radioactive, corrosive or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics, including, without limitation, any substance regulated under any Environmental Laws.

1.15 “ Immigration Act ” means the United States Immigration and Nationality Act, 8 U.S.C.§1153 (b)(5)(A)(i)-(iii),(C), as amended.

1.16 “ Intellectual Property ” means (a) all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, (d) trade secrets and confidential business information, (e) all other proprietary rights, and (f) all copies and tangible embodiments thereof (in whatever form or medium).

1.17 “ Lien ” means, with respect to any property or asset (whether tangible or intangible), any mortgage, lien, pledge, charge, security interest, encumbrance, or other adverse claim of any kind in respect of such property or asset.

1.18 Limited Partners ” means the Persons who are or become limited partners of the Purchaser pursuant to the Limited Partnership Agreement and who have not ceased to be limited partners for any reason.

1.19 “ Limited Partnership Agreement ” means the limited partnership agreement between the General Partner and the Limited Partners dated as of March 4, 2011, revised November 2011.

1.20 “ Material Adverse Effect ” means any material adverse change in, or material adverse effect on, the business, assets, prospects, results of operations, value, financial or other condition of the Company, or any event or circumstance that could reasonably be expected to have any such effect or that could reasonably be expected to prevent, hinder or delay the consummation of any of the transactions contemplated by the Transaction Documents or any of the other documents, instruments or agreements contemplated hereby and thereby.

1.21 “ Minimum Subscription Condition ” has the meaning set forth in Section 5.7.

1.22 “ Notes ” means the Convertible Subordinated Promissory Notes.

1.23 “ Person ” means an individual, corporation, partnership, limited liability company, association, trust, or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

1.24 “ PPM ” means “the Company’s private placement memorandum, together with the documents and exhibits referenced therein, dated March 4, 2011, revised November 2011, with Supplement dated July 23, 2012to the Purchaser, and its General Partner and Limited Partners, for investment into the Company, attached hereto as Exhibit A , and as may be supplemented or amended from time to time.

1.25 “ Project ” means the Company’s plan to retrofit existing corn ethanol plants in the designated geographic area for the RegionalCenter and to operate and retrofit them to enable these plants to produce ethanol from non-food based biomass and to develop, design, and operate a stand-alone cellulosic enzyme production facility. The Company will inform the Purchaser where the Project is located promptly upon that decision being made.

1.26 “ Purchaser ” has the meaning set forth in the preamble hereto.

1.27 “ Purchaser Disclosure Schedule ” means the Purchaser’s and General Partner’s disclosures regarding the representations and warranties as referenced in Section 4 of this Agreement made to the Purchaser in connection with this Agreement and the Transaction Documents, attached hereto as Exhibit D .

1.28 “ Purchaser PPM ” means the private placement memorandum, dated March 4, 2011, revised November 2011 with Supplement dated July 23, 2012 written on behalf of the Purchaser to the Limited Partners for investment into the Purchaser, attached hereto as Exhibit E, and as may be supplemented or amended from time to time.

1.29 “ Principal Amount ” means the principal amount of US$500,000 per Note.

1.30 “ Regional Center ” means California Energy Investment Center, LLC, a California limited liability company which has been designated a regional center by the USCIS pursuant to the EB-5 Immigrant Investor Program.

1.31 “ Regional Center Materials ” has the meaning set forth in Section 3.21.

1.32 “ SEC ” means the Securities and Exchange Commission.

1.33 “ Securities Act ” means the Securities Act of 1933, as amended.

1.34 “ Transaction Documents” means this Purchase Agreement, the PPM and the Notes.

1.35 “ USCIS ” means the United States Citizenship and Immigration Service.

2. Purchase and Sale of Notes.

2.1 Authorization . Aemetis and the Company represent and warrant that they are authorized to enter into this Agreement and the Company has authorized the sale and issuance to the Purchaser of the Notes. The Notes shall have the term and conditions, preferences, obligations and restrictions set forth in the Convertible Subordinated Promissory Note Agreement.

2.2 Sale and Issuance . Subject to the terms and conditions set forth in this Agreement, at each Closing the Purchaser agrees to purchase and the Company agrees to sell and issue to the Purchaser at thatClosing the Notes with a Principal Amount of US$500,000.

2.3 Closings; Delivery of Certificates .

(a) Initial Closing . The initial issuances of the Notes (the “ InitialClosing ”) shall take place at the offices of the Company, 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014. The Initial Closing shall occur within ten (10) days of satisfaction or waiver, by the appropriate party, of the conditions for the Closing set forth in Section 5 unless otherwise mutually agreed by the parties. At the Initial Closing, the Purchaser shall purchase and the Company shall sell to the Purchaser not less than one Note for a minimum Principal Amount of not less than $500,000. In the event there is more than one closing, the term “ Closing ” shall apply to each such closing unless otherwise specified.

(b) Sale of Additional Notes . After the Initial Closing and prior to July 1, 2013, upon five (5) days prior written notice to the Company of its election to purchase, the Purchaser may purchase, on the same terms and conditions as those contained in this Agreement, up to seventy-two (72) total Notes in the aggregate (the “ Additional Notes ”). Provided, however, that prior to each Closing after the Initial Closing, the Company and Aemetis shall be entitled to update the Company Disclosure Schedule attached hereto as Exhibit C . Any such additional disclosures shall not relieve any liability as to prior purchases under this Agreement. Provided, further, that the minimum amount of each Note purchased in each Closing after the Initial Closing shall be an aggregate principal of Five Hundred Thousand Dollars ($500,000) for each Note. Prior to June 30, 2013, the Company shall not offer or sell the Notes to any other potential purchasers without the Purchaser’s advance written consent, which shall not be unreasonably withheld. Nothing herein shall prohibit the Company or any affiliate of the Company from raising other forms of debt or equity capital.

(c) Delivery . At each Closing, the Company shall deliver to the Purchaser a certificate representing the Notes being purchased by the Purchaser at the Closing against payment of the aggregate Principal Amount for the principal therefore by check payable to the Company or by wire transfer to a bank account designated by the Company,

3. Representations and Warranties of Aemetis and the Company .Aemetis and the Company, except as set forth in the Company Disclosure Schedule, attached hereto as Exhibit C , hereby represent and warrant to, and covenant with, the Purchaser as set forth below. Each of the representations and warranties shall be true as of the date of this Agreement and each Closing, except as disclosed in any supplement to the Company Disclosure Schedule provided prior to any Closing by the Company and Aemetis. Provided, however, any supplement to the Company Disclosure Schedule shall not relieve any liability as to Closings occurring prior to the date of the disclosure.

3.1 Organization, Good Standing and Qualification . Each of Aemetis and the Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Each of Aemetis and the Company is duly qualified to transact business and is in good standing in each jurisdiction in which qualification is required, except where the failure to so qualify, individually or in the aggregate, would not have a Material Adverse Effect.

3.2 Capitalization and Voting Rights . The authorized capital of the Company consists, immediately prior to the Initial Closing, of 150,000,000 shares of Common Stock, $0.0001 par value, 90,000,180 shares of which are issued and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

3.3 SEC Filings; Financial Statements . AE has filed or furnished, as applicable, with the SEC each report, registration statement and definitive proxy statement required to be filed by AE with the SEC between December 31, 2007 and the date of this Agreement (collectively, the “ AE SEC Documents ”). Each of the AE SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations of the SEC promulgated thereunder applicable to the AE SEC Documents; and none of the AE SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements contained in the AE SEC Documents: (i) complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP, on a consistently applied basis, throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q or Form 10-QSB, as applicable, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly presented the consolidated financial position of AE and its subsidiaries as of the respective dates thereof and the consolidated results of operations of AE and its subsidiaries for the period covered thereby. Other than as specified in the AE SEC Documents or subsequent SEC filings, there has been no change in AE’s accounting policies or estimates, except as described in the notes to the consolidated financial statements or as required by GAAP. AE and the Company represent and warrant that they have made available true and correct copies of all of the AE SEC Documents to Purchaser. Further, nothing has occurred from the date of the filing of the AE SEC Documents which would have a Material Adverse Effect, except as specifically disclosed to Purchaser in the Company Disclosure Schedule. Further, since the date of the most recent balance sheet included in an AE SEC Document to the date hereof, there has been no Material Adverse Effect.

Except as disclosed in AE’s SEC filings or on the Company Disclosure Schedule, AE does not have any options, warrants, rights (including purchase, conversion or preemptive rights), calls, commitments, subscription rights, exchange rights, profit participation, or other agreements for the purchase or acquisition from AE, or similar rights to acquire from AE or similar obligations of AE to issue, any shares of its capital stock. Except as disclosed in AE’s SEC Documents or on the Company Disclosure Schedule, AE is not a party or subject to any agreement or understanding, and, to the best of AE’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security of AE or by a director of AE.

3.4 Subsidiaries . Except as disclosed in the Company Disclosure Schedule, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement

3.5 Authorization . The Board of Directors of Aemetis and the Company have approved the Transaction Documents. Each of Aemetis and the Company has all requisite power and authority to execute, deliver and perform the Transaction Documents. All corporate action on the part of Aemetis and the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of the Transaction Documents and the performance of all obligations of Aemetis and the Company hereunder and thereunder, and the authorization, issuance, sale and delivery of the Notes pursuant to this Agreement has been taken or will be taken prior to the Closing. The Transaction Documents have been duly executed and delivered by Aemetis and the Company, and assuming that they have been duly executed and delivered by any party thereto other than Aemetis and the Company, constitute valid and legally binding obligations of Aemetis and the Company, enforceable against them in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3.6 Valid Issuance of Notes . The Notes have been duly authorized and, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration set forth herein.

3.7 Governmental and Third Party Consents; Compliance with Laws and Court Orders . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any third party on the part of Aemetis or the Company is required in connection with the execution and the consummation of the transactions contemplated by the Transaction Documents, except qualification or filings under applicable blue sky laws and federal securities laws applicable to the offering of the Notes. Except as disclosed in AE SEC Documents or the Company Disclosure Schedule, Aemetis and the Company is not in violation or default of any provisions of any laws, statutes, ordinances, regulations, administrative interpretations, judgments, injunctions, orders, policies or decrees of any court or governmental or administrative authority that are applicable to Aemetis or the Company or either of their assets, except for violations that have not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and there does not exist any state of fact that, with notice or lapse of time or both, would constitute an event of default on the part of Aemetis or the Company, except such defaults that individually or in the aggregate would not cause a Material Adverse Effect.

3.8 Offering . Subject in part to the truth and accuracy of the Purchaser’s and the General Partner’s representations set forth in Section 4 of this Agreement, the offer, sale and issuance of the Notes will be exempt from the registration requirements of the Securities Act, and are exempt from registration and qualification under the registration, permit or qualification requirements of all applicable securities laws of any state of the United States.

3.9 Properties . The Company has good title to, or in the case of leased property has valid leasehold interests in, all personal property and assets (whether tangible or intangible) necessary to the operation of its business. The Company has valid and insurable fee simple title to, or in the case of leased real property have valid leasehold interests in, all real property necessary to the operation of its business. None of such property or assets (whether real or personal) is subject to any Liens.

3.10 Litigation . Except as disclosed in AE’s SEC filings and the Company Disclosure Schedule (applicable to this entire section 3.10), there is no legal or governmental action, suit, proceeding or investigation pending or, to the best of Aemetis and the Company’s knowledge, currently threatened against Aemetis or the Company before or by any court, regulatory body or administrative agency or any other governmental agency or body that questions the validity of the Transaction Documents or the right of Aemetis or the Company to enter into such agreements, or to consummate the transactions contemplated hereby or thereby, or that might result, either individually or in the aggregate, in a Material Adverse Effect. Aemetis and the Company eachare not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by Aemetis or the Company currently pending or that such party intends to initiate.

3.11 Compliance with Other Instruments . The Company is not in violation or default of any provision of the Certificate of Incorporation or its Bylaws, or, in any material respect, of any judgment, order, writ, decree, contract, agreement, lease, franchise, license, permit or other instrument to which it is a party or by which it is bound or by which any of its properties may be bound or affected, or, of any provision of any federal or state statute, rule or regulation applicable to it, including, without limitation, all applicable local, state and federal environmental laws and regulations, except where the failure to comply would not have a Material Adverse Effect on the Company. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a material default under any such judgment, order, writ, decree, contract, agreement, lease, franchise, license, permit or other instrument, or an event that results in the creation of any Lien upon any material assets of the Company or Aemetis or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company or Aemetis or their respective business, operations, assets or properties.

3.12 Permits . The Company has or will use commercially reasonable efforts to obtain, within a reasonable time, all franchises, permits, certificates, licenses and other authorizations from such federal, state or local government or governmental agency, department or body that are necessary for the conduct of its business as now being conducted by it and as to be conducted as described in the PPM, other than those, the lack of which, would not have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, certificates, licenses and other authorizations. The Company has not received notice of any proceedings relating to the revocation or modification of any such permit that, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to have a Material Adverse Effect.

3.13 Environmental and Safety Laws . The Company is not in violation of any federal, state, or local Environmental Law applicable to it or its properties, or any material limitations, restrictions, conditions, standards, obligations or timetables contained in any Environmental Law, except where such violation could not be reasonably expected to have a Material Adverse Effect. No notice or action alleging such violation is pending or, to the best knowledge of Aemetis and the Company, threatened. To the best knowledge of Aemetis and the Company, no past or present condition or practice of the businesses conducted by the Company or to be conducted as described in the PPM would prevent continued compliance with any Environmental Permits or give rise to any common law or statutory liability or otherwise form the basis of any claim, action or proceeding with respect to the Company involving any Hazardous Substances. The Company (i) is in compliance in all material respects with any and all Environmental Laws, (ii) has received or will use commercially reasonable efforts to obtain, within a reasonable period of time, all Environmental Permitsrequired of it to conduct its business as now being conducted and as proposed to be conducted as described in the PPM and (iii) is in compliance in all material respects with all terms and conditions of anysuch Environmental Permit, (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

3.14 No Liabilities . The Company has no liabilities except as set forth in the in the Company financial statements provided to the Purchaser or as disclosed on Schedule 3.14

3.15 Intellectual Property . Except as set forth in the PPM, the Company owns, licenses or otherwise possesses, or intends to use commercially reasonable efforts to do so, all Intellectual Property necessary for the conduct of its business as described in the PPM. No claims have been asserted against the Company and AE by any person with respect to the use of any such Intellectual Property or challenging or questioning the validity or effectiveness of any such Intellectual Property. Any and all licenses of Intellectual Property from the Parent shall be on a royalty free basis. The Company shall obtain, within a reasonable time after the execution of this Agreement, a non-exclusive, non-transferable license to use certain Intellectual Property owned by the Parent (the “Biofuels License”), as described in Schedule 3.15 , and said license shall have a minimum term of five years and be annually renewed so long as the Company’s Notes remains outstanding.

3.16 Investment Company . The Company is not an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

3.17 Offering Materials . The Company has not distributed and will not distribute prior to any Closing any offering material, including any “free writing prospectus” (as defined in Rule 405 promulgated under the Securities Act), in connection with the offering and sale of the Notes other than the Transaction Documents, or any amendment or supplement thereto.

3.18 Insurance . The Company maintains insurance underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the Company reasonably believes is adequate for its business as currently conducted, including, but not limited to, insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, with such deductibles as are customary for companies in the same or similar business, all of which insurance is in full force and effect. The Company shall use commercially reasonable efforts to timely obtain additional insurance as reasonably required for its business as such business is described in the PPM.

3.19 Employee Relations . The Company is not a party to any collective bargaining agreement or employs any member of a union. Aemetis and the Company each believe that its relations with its employees are good.

3.20 Disclosure . The PPM, together with the information included herewith, provided to the Purchaser has been prepared in good faith by the Company and Aemetis and does not contain any untrue statement of a material fact nor does it omit to state a material fact necessary to make the statements therein not misleading, provided , however , that with regards to certain projections, financial statements, and forecasts set forth in the PPM, the Company, Aemetis and their respective management do not represent or warrant or covenant that any occurrences, developments or facts, including without limitation projections set forth in the PPM which will occur or eventuate after the date of this Agreement, will in fact occur or eventuate after such date of this Agreement. Aemetis and the Company have made available to the Purchaser all of the information reasonably available to Aemetis and the Company that the Purchaser has requested or that Aemetis and the Company, in their reasonable judgment, believe should be provided to the Purchaser in order for them to verify the information supplied in regard to the business of the Company as contemplated to be conducted as described in the PPM and to evaluate the merits and risks of the Notes contemplated by this Agreement for deciding whether to acquire and/or convert the Notes, including the projections set forth in the PPM. No representation or warranty of the Company or Aemetis contained in this Agreement, except as qualified by the Company Disclosure Schedule or otherwise herein, and no certificate furnished or to be furnished to the Purchaser at the Closing, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The PPM was prepared in good faith; however, the parties hereto acknowledge that the actual results may vary.

3.21 Representations and Warranties . Aemetis and the Company acknowledge and agree that the Purchaser has not made any representations or warranties except as specifically set forth or referenced in this Agreement, the Purchaser PPM and the Regional Center’s Workbook previously provided to Aemetis and the Company (the “Regional Center Materials”). Aemetis and the Company acknowledge and agree that no officer, director, attorney or other Person affiliated with the Purchaser or the General Partner has given Aemetis or the Company any information or made any representations, oral or written, other than as provided in this Agreement, the Purchaser PPM and the Regional Center Materials. Aemetis and the Company have, in connection with this transaction, each relied solely on its own due diligence investigation and not on any representations or warranties which are not set forth in this Agreement, the Purchaser PPM and the Regional Center Materials.

3.22 Full Disclosure . None of the representations or warranties made by Aemetis or the Company, or made in any certificate or PPM furnished or to be furnished by any of them or on their behalf, taken as a whole contains or will contain any untrue statement of a material fact, or omits to state any material fact necessary to make the statements made true.

4. Representations and Warranties of the Purchaser and the General Partner .The Purchaser and the General Partner on behalf of themselves, except as set forth in the Purchaser Disclosure Schedule which may be updated by the Purchaser prior to each Closing, attached hereto as Exhibit D , hereby represents and warrants as set forth below. Any such update of the Disclosure Schedule shall not relieve the Purchaser or General Partner of liabilities associated with prior Closings.

4.1 Organization, Good Standing and Qualification . The Regional Center is a California limited liability company duly organized, validly existing and in good standing under the laws of the State of Californiaand has all requisite power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Regional Center is duly qualified to transact business and is in good stand i ng in each jurisdiction in which qualification is required, except where the failure to so qualify, individually or in the aggregate, would not have a Material Adverse Effect. The Purchaser is a California limited partnership duly organized, validly existing and in good standing under the laws of the State of Californiaand has all requisite power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which qualification is required, except where the failure to so qualify, individually or in the aggregate, would not have a Material Adverse Effect.The General Partner is a California limited liability company duly organized, validly existing and in good standing under the laws of the State of Californiaand has all requisite power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The General Partner is duly qualified to transact business and is in good standing in each jurisdiction in which qualification is required, except where the failure to so qualify, individually or in the aggregate, would not have a Material Adverse Effect.

4.2 Authorization . The Purchaser represents and warrants to, and covenants with, the Company that: (i) it has the power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the making and performance of this Agreement by the General Partner and the Purchaser for and on behalf of themselves and the General Partner and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents, including the Limited Partnership Agreement, of the General Partner or the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the General Partner or Purchaseris a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the General Partner or the Purchaser, (iii) except as provided in this Agreement, no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required on the part of the General Partner or Purchaser, for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the execution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the General Partner and the Purchaser, enforceable in accordance with its terms,except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.3 Regional Center Designation . The Regional Center was designated by the United States Citizenship & Immigration Services (“USCIS”) as a “regional center” on August 12, 2009 (the “Regional Center Designation”). A copy of the USCIS designation letter has been provided to Aemetis and the Company. All of the Regional Center’s geographic areas are currently designated targeted employment areas (“TEAs”) as defined by the Immigration Act. Except as disclosed in the Purchaser Disclosure Schedule, the Regional Center is in compliance with all requirements necessary to retain its status as a designated regional center under the Regional Center Designation letter and will use commercially reasonable efforts to remain in compliance with all such requirements for as long as the Partnership holds any Notes. However, it is understood and agreed that neither the Purchaser nor the General Partner is making any representation that the activities and operations of the Company will meet the job creation requirements of the EB-5 Immigrant Investor Program.

4.4 No Conflict . The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby are made by the Purchaser in cooperation with the Regional Center pursuant to the EB-5 immigrant investment pilot program (the “EB-5 Immigrant Investor Program”) set forth in the Immigration Act, which provides for the potential grant of lawful permanent resident status in the United States to those who make qualifying investments under the Immigration Act. For clarity, no representation or warranty is made that any specific actual or potential Limited Partner will be granted any specific residency status. The Regional Center is not in violation or default of any provision of its organizational documents, or, in any material respect, of any judgment, order, writ, decree, contract, agreement, lease, franchise, license, permit or other instrument to which it is a party or by which it is bound, or of any provision of any federal or state statute, rule or regulation applicable to it, including, without limitation, the Immigration Act and the EB-5 Immigrant Investor Program. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a material default under any such judgment, order, writ, decree, contract, agreement, lease, franchise, license, permit or other instrument, or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Regional Center its business, operations, assets or properties, including the Regional Center Designation.

4.5 Purchase for the Account of the Purchaser, the General Partner and the Limited Partners . The Notes are being acquired for investment for the account of the Purchaser and the account of the General Partner and the Limited Partners. The Notes are not being acquired by the Purchaser as a nominee or agent and not with a view to the resale or distribution of any part thereof.

4.6 Disclosure of Information .Prior to the time of purchase of any Notes, the Purchaser, the General Partner, the Regional Center,and each Limited Partner (as of that date) received a copy of the Purchaser PPM, the Company’s PPM, including any supplement thereto or amendment thereof (made and delivered to the Purchaser prior to the applicable Closing), the Transaction Documents and the Convertible Subordinated Promissory Note Agreement. The Purchaser, the Regional Center and the General Partner have reviewed or been provided with an opportunity to review the PPM, the Purchaser PPM, including any supplement thereto or amendment thereof (made and delivered to Purchaser prior to the applicable Closing), the Transaction Documents and the Convertible Subordinated Promissory Note Agreements, and have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify the Purchaser’s and the General Partner’s and the Regional Center’s understanding of the terms thereof and of the Company’s business and status thereof. The Purchaser acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given the Purchaser or the General Partner or the Regional Center any information or made any representations, oral or written, other than as provided in the PPM, including any supplement thereto or amendment thereof (made and delivered to Purchase prior to the applicable Closing), the Transaction Documents and the Convertible Subordinated Promissory Note Agreement, on which the Purchaser or the General Partner have has relied upon in deciding to invest in the Notes, including without limitation, the economic returns or immigration status which may accrue as a result of the purchase of the Notes. The Purchaser and the General Partner have, in connection with the Purchaser’s decision to purchase the Notes, relied solely upon the PPM, including any supplement thereto or amendment thereof, the Transaction Documents and the documents included therein or incorporated by reference and the representations and warranties of Aemetis and the Company contained herein. The Purchaser and the General Partner acknowledge and agree that this Agreement and the PPM contains all the representations and warranties made by the Company to the Purchaser and the General Partner in connection with the offering, sale and purchase of the Series A Preferred Stock.

4.7 Investment Experience . The Purchaser and the General Partner understand that the purchase of the Notes involves substantial risk. Each of the Purchaser and the General Partner acknowledges that the Purchaser can bear the economic risk of its investment and the Purchaser and the General Partner have such knowledge and experience in financial or business matters that they are capable of evaluating the merits and risks of the Purchaser’s investment in the Notes for themselves. The Purchaser and the General Partner represent that the Purchaser has been organized specifically for the purpose of acquiring the Notes. The Purchaser and the General Partner have undertaken an independent analysis of the merits and the risks of an investment in the Notes, based on the Purchaser’s and General Partner’s own financial circumstances.

4.8 No General Solicitation . The Purchaser and the General Partner acknowledge that they have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Notes.

4.9 Purchasers . In connection with the investment in both the Purchaser and the Company, each of the Limited Partners will certify prior to the applicable Closing that said Limited Partner is either (a) an “accredited investor” within the meaning of SEC Rule 501 of Regulation D of the Securities Act, as presently in effect, and agrees to resell the securities only in accordance with the provisions of registration under the Securities Act, or pursuant to an available exemption from registration, and agrees not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act, or (b) not a “U.S. Person” and otherwise in full compliance with Regulation S promulgated under the Securities Act and agrees to resell the securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, and agrees not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act. Each Limited Partner will execute prior to the applicable Closing the Limited Partner Certificate, attached hereto as Exhibit F .

4.10 Restricted Securities. The Purchaser and the General Partner understand that the Notes are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it and the General Partner are, familiar with SEC Rule 144, as presently in effect, and understand the resale limitations imposed thereby. In particular, the Purchaser and the General Partner are aware that Aemetis, Inc. was previously a shell company, and therefore the exemption offered pursuant to rule 144 is only available if Aemetis, Inc. has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the sale. Neither the Purchaser nor the General Partner will, on behalf of themselves or the Limited Partners, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Notes, nor will the Purchaser or the General Partner on behalf of themselves or the Limited Partners engage in any short sale that results in a disposition of any of the Note or underlining shares of Common Stock by the Purchaser, except in compliance with the Securities Act and the rules and regulations promulgated thereunder and any applicable state securities law. Neither the Purchaser nor the General Partner will, directly or indirectly, on behalf of themselves or the Limited Partners, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the securities of Aemetis, Inc., nor will the Purchaser or the General Partner, directly or indirectly, on behalf of themselves or the Limited Partners, engage in any short sale that results in a disposition of any of the securities of Aemetis, Inc. by the Purchaser, the Limited Partner, or the General Partner, except in compliance with the Securities Act and the rules and regulations promulgated thereunder and any applicable state securities law.

4.11 Consultation With Own Attorney . The Purchaser and the General Partner have been advised to consult with their own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences to the Purchaser and the General Partner of purchasing the Notes, and have done so, to the extent the Purchaser and the General Partner consider necessary.

4.12 Tax Consequences . The Purchaser and the General Partner acknowledge that the tax consequences to the Purchaser, the General Partner and the Limited Partners of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to the Purchaser or the General Partner or the Limited Partners, of an investment in the Company. The Purchaser and the General Partner will look solely to and rely upon its own advisers with respect to the tax consequences of this investment.

4.13 Information Provided by the Purchaser and the General Partner. All information which the Purchaser and the General Partner have provided to the Company concerning the Purchaser and the General Partner and their financial position and knowledge of financial and business matters, and any information found in the Limited Partner Certificate, is truthful, accurate, correct, and complete as of the date set forth herein, the form of which is attached hereto as Exhibit F .

4.14 Legends . The Purchaser and the General Partner understand that until such time as the Notes have been converted and the Common Stock issuable thereunder may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Notes and the Common Stock issuable thereunder will bear a restrictive legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, UNLESS THE RESALE OF SUCH SECURITIES IS REGISTERED UNDER THE ACT OR UNLESS UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER WILL NOT RESULT IN ANY VIOLATION OF THE LAW.”

Further, Aemetis and the Company agree to provide a legal opinion, provided by its own counsel and at its own expense, to the Purchaser, General Partner, and Limited Partners, to sell the securities of Aemetis, Inc. into which the Notes sold in connection with this Agreement are convertible, provided that such securities are sellable under Rule 144 of the Securities Act. The Company need not register the transfer of any Notes hereunder, and may also instruct its transfer agent not to register the transfer of any Notes or Common Stock issuable thereunder, unless the Purchasers complies with the restrictions set forth in this Section 4.14 and all applicable securities laws.

4.15 Reliance on Exemptions . The Purchaser and the General Partner understand that the Notes are being offered and sold to the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the rules and regulations promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s, the General Partner’s and the Limited Partner’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Notes.

4.16 No Government Review . The Regional Center, the Purchaser and the General Partner understand that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Notes.

5. Conditions of Purchaser’s Obligations at Each Closing . The obligations of the Purchaserand the General Partner are subject to the fulfillment, on or before a Closing, of each of the following conditions, the waiver of which shall not be effective against the Purchaser unless consented thereto in writing:

5.1 Authorization. The Company shall have authorized the sale, issuance and delivery to the Purchaser of the Notes.

5.2 Certificates . The representations and warranties of Aemetis and the Company contained in Section 3 shall be true and correct as of the date hereof and as of the Initial Closing, and for additional Closings, as supplemented by Aemetis and the Company, pursuant to Section 3, and the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Board or Chief Executive Officer and the Chief Financial Officer of Aemetis and the Company, dated the date of such Closing, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of Aemetis and the Company set forth in Section 3 are true and correct in all respects as of the date of this Agreement and as of the date of such Closing, and Aemetis and the Company have complied with all the agreements and satisfied all the conditions herein on their part to be performed or satisfied on or prior to such Closing.

5.3 Secretary’s Certificate. Aemetis and the Company shall have delivered to the Purchaser a certificate executed by the Secretary of Aemetis and the Company, dated as of such Closing, in form and substance reasonably satisfactory to the Purchaser, certifying the resolutions adopted by the Board of Directors of Aemetis and the Company approving the transactions contemplated by this Agreement and the issuance of the Notes, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of Aemetis and the Company. Aemetis and the Company shall have also delivered a good standing certificate to Purchaser on behalf of Aemetis and the Company.

5.4 Qualifications . All authorizations, approvals, consents or permits, if any, of any Person that are required in connection with the lawful issuance and sale of the Notes, pursuant to this Agreement shall be duly obtained and effective as of the applicable Closing.

5.5 No Material Adverse Change . Nothing shall have occurred or be threatened that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.6 Minimum Subscription Condition . The Purchaser has notified Aemetis and the Company that it wishes to proceed with a purchase and Closing pursuant to the terms of this Agreement and the number of Notes to be purchased. If the Purchaser so notifies Aemetis and the Company, then at the Initial Closing the Purchaser shall have sufficient funds to purchase and will purchase and the Company shall sell to the Purchaser Notes for an aggregate principal amount of not less than Five Hundred Thousand Dollars ($500,000) (the “Minimum Subscription Condition”) nor more than $36 million on the terms reflected herein. Thereafter, until June 30, 2013, if the Purchaser elects to purchase additional Notes, the Purchaser must have sufficient funds to purchase and will purchase and the Company shall sell to the Purchaser Notes each for a principal amountof not less than Five Hundred Thousand Dollars ($500,000) per Closing, nor more than an aggregate principal amountfor the applicable Closing and all prior Closing of no more than Thirty-Six Million Dollars ($36,000,000) on the terms set forth in this Agreement.

5.7 EB-5 Condition . The EB-5 Condition shall have been met with respect to each Limited Partner whose funds are to be invested in the Partnership and used to purchase the Notes.

5.8 Disclosure Schedules . The Purchaser shall have approved, in its sole discretion, for any Closing other than the Initial Closing, the Company’s and Aemetis representations and warranties set forth in Section 3 above as amended or supplemented hereunder.

5.9 Implementation of PPM . The Purchaser shall be satisfied with the then current operating status of the Company.

5.10 Grant of License . The Company shall have obtained the Biofuels License from the Parent specified in Section 3.15.

6. Conditions of the Company’s Obligations at Closing . The obligations of the Company to the Purchaser are subject to the fulfillment on or prior to the Closing of each of the following conditions by the Purchaser:

6.1 Representations and Warranties . The representations and warranties of the Purchaser and the General Partner contained in Section 4 shall be true and correct as of the date hereof and as of the Initial Closing and for additional Closings, as supplemented by the Purchaser and the General Partner, pursuant to Section 4, and the Purchaser and the General Partner shall have delivered to Aemetis and the Company certificates executed by the appropriate officers, dated the date of such Closing, in form and substance reasonably satisfactory to Aemetis and the Company, to the effect that the representations and warranties of the Purchaser and the General Partner set forth in Section 4 are true and correct in all respects as of the date of this Agreement and as of the date of such Closing, and the Regional Center, the Purchaser and the General Partner have complied with all the agreements and satisfied all the conditions herein on their part to be performed or satisfied on or prior to such Closing.

6.2 Payment of Principal Amount . The Company shall receive same-day funds in the full amount of the principal for the Notes.

6.3 EB-5 Condition . The EB-5 Condition shall have been met with respect to each Limited Partner whose funds are to be invested in the Partnership and used to purchase the Notes.

6.4 Limited Partnership Certificate . The Purchaser shall have delivered to the Company and Aemetis the Limited Partnership Certificate, attached hereto as Exhibit F , from each Limited Partner, certifying their status as either an “accredited investor” or “Regulations S investor,” and receipt of the Company PPM.

6.5 Disclosure Schedules . The Company’s approval of any updated Purchaser Disclosure Schedule. The Purchaser shall also, in the Purchaser’s discretion, have the right to obtain the applicable Limited Partner’s approval of the updated Company Disclosure Schedule.

7. Post-Closing Covenants .

7.1 Use of Proceeds . The Company shall use the proceeds from the sale of the Notes as described under “Use of Proceeds” in the PPM.

7.2 Conduct of Business . Aemetis and the Company covenant and agree that the Company and Aemetis will use their commercially reasonable efforts to cause the Company to conduct its business substantially as described with the PPM, so that the first project year for USCIS compliance under the EB-5 Immigrant Investor Program shall be 2011.

7.3 Rule 144 Requirements . With a view to making available to the Purchaser the benefits of SEC Rule 144 promulgated by the SEC and any other rule or regulation of the SEC that may at any time permit the Purchaser or any selling General or Limited Partner of Purchaser (each a “Selling Shareholder”) to sell securities of AE to the public without registration, as long as a Selling Shareholder is the owner of any shares of AE’s common stock issued in connection with the conversion of the Notes under this Agreement (the “Covered Shares”), AE shall use its commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of AE under the Securities Act, the Exchange Act and any and all rules and regulations promulgated by the SEC thereunder (the “Reports”). If AE at any time is not required to file the Reports, or if at any time the duty to do so is suspended pursuant to the provisions of any of those Acts, rules or regulations, AE agrees to use commercially reasonable efforts to make publicly available the information about AE specified in Rule 15c2-11 under the Exchange Act. AE also agrees that, promptly upon written request by a Selling Shareholder it will take any action that is necessary on its part for the Selling Shareholder to sell publicly without registration any of the Covered Shares pursuant to the provisions of Rule 144, as long as any such sale otherwise complies with the requirements of Rule 144 applicable to the Selling Shareholder. AE’s obligations under this Section 7.3 shall terminate at the earlier of: (i) two (2) years following the date the Note has been converted pursuant to the Convertible Subordinated Promissory Note Agreement; (ii) such earlier time at which all Covered Shares can be sold in any three-month period without registration in compliance with Rule 144 of the Securities Act, or (iii) 12 years after the date of this Agreement.

7.4 Information Rights . Aemetis and the Company shall deliver to the Regional Center and the Purchaser such information and documentation as the Regional Center reasonably requires in order for (i) each prospective investor in the Purchaser filing an I-526 Petition to satisfy the evidence submission requirements or requests of the USCIS, (ii) the Regional Center to satisfy the records, data and information maintenance and reporting requirements under the Immigration Act and the rules and regulations promulgated thereunder for the EB-5 Immigrant Investor Program, (iii) each Limited Partner filing an I-829 petition to satisfy the evidence submission requirements of the USCIS for removal of the conditions which were based on an I-526 Petition approval, (iv) and to confirm, monitor and document the job creation requirements of the EB-5 Immigrant Investor Program, and (v) as the Purchaser reasonably requires to evaluate the potential exercise of the Conversion Option set forth in Section 7.7.Further,Aemetis and the Company shall deliver to the Regional Center and the Purchaser such other information and documentation as may be necessary or appropriate, in the Regional Center or Purchaser’s discretion, to monitor Aemetis and the Company’s obligations under this Agreement, to confirm compliance with and implementation of the PPM and (iv) as the Purchaser requests to audit or examine the computation of the Series A Distribution Amount (as defined in the Certificate). Provided, however, that Aemetis and the Company shall not be obligated under this Section 7.4 to provide information (i) that Aemetis or the Company reasonably determine in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to Aemetisand the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between Aemetis, the Company and its counsel.

7.5 Inspection . Aemetis and the Company shall permit the Purchaser, at Purchaser’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Purchaser; provided, however, that Aemetis and the Company shall not be obligated pursuant to this Section 7.5 to provide access to any information that it reasonably considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to Aemetis and the Company) or the disclosure of which would adversely affect the attorney-client privilege between Aemetis, the Company and its counsel.

7.6 Termination of Information and Observer Rights . The covenants set forth in Sections 7.4 and 7.5 shall terminate and be of no further force or effect immediately upon the conversion of the Notes in accordance with Section 7.7, except for obligations related to information and documentation for the EB-5 Immigrant Investor Program and the USCIS.

7.7 Conversion Rights. Each share of the Note shall be convertible, at the option of the holder thereof(a “Holder”), three (3) years after the date of issuance of such Note into that number of fully-paid andnonassessable shares of Aemetis Common Stock (“ Conversion Option ”), as more fully described in the Convertible Subordinated Promissory Note Agreement.

7.8 Confidentiality.

(a) Each of the Purchaser and the General Partner understands that the information contained in the PPM is strictly confidential and proprietary to the Company and is being submitted to the Purchaser solely for such Purchaser’s confidential use. The Purchaser and the General Partner agree to use the information contained in the PPM for the sole purpose of evaluating a possible investment in the Notes, and the Purchaser and General Partner acknowledge that they are prohibited from reproducing or distributing the PPM, this Purchase Agreement, or any other offering materials, or other information provided by Aemetis or the Company in connection with the Purchaser’s consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to prospective Limited Partners and their financial, investment or legal advisors in connection with Purchaser’s proposed investment in the Notes. Further, the Purchaser and General Partner understand that the existence and nature of all conversations and presentations, if any, regarding Aemetis and the Company and this offering must be kept strictly confidential. The Purchaser and General Partner understand that the federal securities laws impose restrictions on trading based on information regarding this offering. The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser or General Partner, or that the Purchaser or General Partner is legally required to disclose; provided, however, that if the Purchaser or General Partner is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, they shall provide Aemetis or the Company with prompt notice of any such request or order in time sufficient to enable Aemetis or the Company to seek an appropriate protective order.

(b) Aemetis and the Company understand that the information contained in the Regional Center Materials is strictly confidential and proprietary to the Regional Center and is being submitted to Aemetis and the Company solely for their confidential use. Aemetis and the Company acknowledge that they are prohibited from reproducing or distributing the Regional Center Materials in whole or in part, or divulging or discussing any of their contents, except to their legal advisors in connection with the Offering. The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of Aemetis or the Company, or that Aemetis or the Company is legally required to disclose; provided, however, that if Aemetis or the Company is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Regional Center with prompt notice of any such request or order in time sufficient to enable it to seek an appropriate protective order.

8. Miscellaneous .

8.1 Survival of Warranties . The warranties, representations and covenants of Aemetis, the Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and each Closing.

8.2 Successors and Assigns . Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under, or by reason of, this Agreement, except as expressly provided in this Agreement.

8.3 Governing Law . This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. Venue for any dispute shall be in Fresno County, California.

8.4 Counterparts and Facsimile Signatures . This Agreement may be executed manually or by facsimile signature and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

8.5 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.6 Notices . Except as otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, (b) when received by facsimile at the address and number for such party set forth on the signature page hereto, (c) three (3) business days after deposit in the U.S. mail with first class or certified mail receipt requested, postage prepaid, and addressed to the other party as set on the signature page hereto, or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth on the signature page below, with next business day delivery guaranteed. A party may change or supplement its addresses for the purposes of receiving notice pursuant to this Section 8.6 by giving the other parties written notice of the new address in the manner set forth above.

8.7 Finder’s Fee . Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection with this transaction, other than any potential finders’ fees or commissions which may be payable in connection with an investment in Purchaser by a Limited Partner which, if approved or agreed to by the Purchaser in writing, shall be the sole responsibility of the Purchaser. The Purchaser agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which such Purchaser or any of its officers, partners, employees or representatives is responsible, and the Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. Each of the parties agrees that it will only pay finders’ fees and/or commissions in connection with this transaction in accordance with applicable law.

8.8 Expenses . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement or the Convertible Subordinated Promissory Note Agreement, the substantially prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

8.9 Amendments and Waivers . This Agreement may not be modified or amended except pursuant to an instrument in writing signed by Aemetis, the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section 8.9 shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding, each future holder of all such securities, the Company and Aemetis.

8.10 Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

8.11 Further Assurances . The Company and the Purchaser shall take all further actions and execute and deliver all further documents that are reasonably be required to effect the transactions contemplated by this Agreement.

8.12 Entire Agreement . This Agreement and the documents referred to herein constitute the entire agreement and understanding among the parties hereto and supersede all prior negotiations and agreements, whether oral or written.

[Signatures on next page.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

THE “COMPANY” AE ADVANCED FUELS, INC.		THE “PURCHASER” ADVANCED BIOENERGY, LP, A CALIFORNIA LIMITED PARTNERSHIP
By:	/s/ Eric A. McAfee	By:	Advanced BioEnergy GP, LLC, a California limited liability company, General Partner
	Eric A McAfee
	Chief Executive Officer

THE “PARENT”			By:	/s/ Joseph Penbera
				Dr. Joseph Penbera, Chairman
AEMETIS, INC.
			By:	/s/ Andrew Young
By:	/s/ Eric A. McAfee			Andrew Young, President
	Eric A McAfee
	Chief Executive Officer
			THE “GENERAL PARTNER”

			Advanced BioEnergy GP, LLC, a California limited liability company

			By:	/s/ Joseph Penbera
				Dr. Joseph Penbera, Chairman

			By:	/s/ Andrew Young
				Andrew Young, President

EXHIBIT A

COMPANY PRIVATE PLACEMENT MEMORANDUM

EXHIBIT B

CONVERTIBLE SUBORDINATED PROMISSORY NOTE AGREEMENT

EXHIBIT C

COMPANY DISCLOSURE SCHEDULE

EXHIBIT D

PURCHASER DISCLOSURE SCHEDULE

EXHIBIT E

PURCHASER PPM

EXHIBIT F

LIMITED PARTNERSHIP CERTIFICATE

EXHIBIT 10.4

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.

AE ADVANCED FUELS, INC.

FORM OF CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$500,000.00

Date: October [ ], 2012 Cupertino, CA

For Value Received, AE Advanced Fuels, Inc, a Delaware corporation (“ Borrower ”), hereby promises to pay to Advanced BioEnergy, LP, a California limited Partnership (“ Lender ”), in lawful money of the United States of America and in immediately available funds, the principal sum of Five Hundred Thousand Dollars ($500,000.00) (the “ Loan ”) together with accrued and unpaid interest thereon, payable on the dates and in the manner set forth below.

This Convertible Subordinated Promissory Note (the “ Note ”) is non-negotiable and is executed and delivered in connection with that certain Note Purchase Agreement by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented, the “ Note Purchase Agreement ”).

1. Principal Repayment . The outstanding principal amount of the Loan shall be payable in full Four (4) years from the date first written above (“ Maturity Date ”), subject to the conversion of the Note into securities as further described in Section 5 below. The Borrower may not prepay this Note in whole or in part at any time prior to the Maturity date without the written consent of Lender.

2. Interest Rate . Borrower further promises to pay interest on the sum of the unpaid principal balance of the Loan outstanding, from the date of this Note until all such principal amounts shall have been repaid in full or converted as described under Section 5 below. Interest shall be payable at the rate of three percent (3%) per annum, and shall be calculated on the basis of a 365-day year for the actual number of days elapsed. Interest shall be due and payable in quarterly installments at the end of each calendar quarter, with any remaining amounts payable on the Maturity Date,.

3. Place of Payment . All amounts of interest and principal payable hereunder shall be payable to Lender at the address it specifies to Borrower in writing.

4. Application of Payments . Any payments on this Note shall be applied first to accrued interest, and thereafter to the outstanding principal balance hereof.

5. Conversion .

(a) Optional Conversion . All or any portion of the principal and interest amounts due and owing under this Note may be converted, at the option of Lender, into fully paid and non-assessable shares of Common Stock of Aemetis, Inc., a Nevada corporation and parent company of the Borrower (“ AE Parent ”), at any time after the third (3rd) outstanding year of this Note until the Maturity Date upon five (5) days prior written notice. Immediately upon such conversion, Lender shall surrender this Note at the offices of Borrower against delivery of that number of shares of Common Stock of AE Parent as determined in 5(b) below.

(b) Number of Shares Converted and Conversion Rate . Upon any conversion of all or any portion of the Note contemplated in section 5(a) above, the principal and interest amount designated by Lender shall be converted into that number of shares of Common Stock of AE Parent determined by dividing (i) the principal and interest amount so elected to be converted by Lender, by the (ii) then applicable Conversion Rate (defined below). If the conversion is pursuant to section 5(b) is prior to the Maturity Date, interest on the remaining principal will continue to accrue. If a partial conversion by Lender occurs, Lender shall surrender this Note at the offices of Borrower in exchange for a new Note providing for the payment on the Maturity Date of all remaining principal and accrued interest due and owing subsequent to the optional conversion. As used herein, the term “ Conversion Rate ” shall mean US$3.00 per share of Common Stock of AE Parent. At such time as such conversion has been effected, the rights of the holder of this Note will cease with respect to the principal (and interest if applicable) converted.

(c) Adjustments to Conversion Rate for Certain Events . The Conversion Rate shall be subject to adjustment from time to time as follows:

(1) If the number of outstanding Common Stock of AE Parent is increased by a dividend of Common Stock, or split-up or by a subdivision of Common Stock, then, the Conversion Rate shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of this Note shall be increased in proportion to such increase of outstanding Common Stock.

(2) If the number of shares of Common Stock outstanding is decreased by a combination of the outstanding Common Stock, then, following the record date of such combination, the Conversion Rate shall be appropriately increased so that the number of Common Stock issuable on conversion of this Note shall be decreased in proportion to such decrease in outstanding Common Stock.

(d) Fractional Shares . No fractional Shares of Common Stock shall be issued upon the conversion of this Note. In lieu of issuing any fractional shares, Borrower shall pay to the Lender (in Borrower’s discretion) in cash or Common Stock (rounded up to the nearest whole share) any remainder resulting after the number of whole shares is determined as a result of the conversion.

(e) Articles of Incorporation . Upon conversion of all or any portion of this Note into Common Stock of AE Parent, the Lender shall become a stockholder of AE Parent and shall be bound by all of the terms and conditions set forth in the Borrower’s Articles of Incorporation, as such may be amended from time to time in accordance with its terms or the agreement of its stockholders. Until such conversion in whole or in part, the Lender shall have none of the rights or privileges of a stockholder of AE Parent.

(f) Legend . Certificates evidencing shares of Common Stock of AE Parent issuable upon conversion of this Note shall bear the following legend together with any other legends required by applicable law:

6. Use of Proceeds . The proceeds from this Note shall be used by Borrower as described under the “Use of Proceeds” in the Private Placement Memorandum, together with the Note Agreement, dated March 4, 2011.

7. Limitation of Liability . Anything in this Note to the contrary notwithstanding, this is an unsecured promissory note and solely an obligation of the Borrower and it is specifically provided, and the Lender by its acceptance hereof agrees, that no “affiliate,” “parent,” or “subsidiary” of Borrower (including but not limited to AE Parent), as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended, shall have any personal or corporate liability for the payment of this Note or be liable for a money judgment or otherwise in the event of an Event of Default or any other damages or liabilities or obligations of any kind. Further, in no event shall any stockholder, officer or director of the Borrower, or any affiliate, parent, or subsidiary of Borrower (as defined above), be liable for any amounts due or payable pursuant to this Note.

8. Subordination . The Borrower agrees, and the Lender by its acceptance hereof likewise agrees, that the payment of Subordinated Indebtedness (as hereinafter defined) shall be made only in accordance with this Section 8. As used herein, " Senior Indebtedness " shall mean all indebtedness of the Borrower for money borrowed from any bank or other non-affiliated financial institution or investment group (including any indebtedness to any assignees thereof) whether now existing or hereafter arising, without limit as to amount, including, without limitation, all principal and interest (including such interest as may accrue after the initiation of bankruptcy proceedings), and all premiums, fees and expenses owing by the Borrowers to any such parties in respect of Senior Indebtedness. As used herein, " Subordinated Indebtedness " shall mean all principal and interest on this Note and all other obligations whether now existing or hereafter arising by and between the Borrower and Lender.

(a) Liquidation, etc . In the event of any distribution of the assets of the Borrower upon any dissolution, winding up, liquidation or reorganization of the Borrower (whether in bankruptcy, insolvency or receivership proceedings), or upon any assignment for the benefit of creditors, or upon any other marshaling of the assets and liabilities of the Borrower for the benefit of any creditor or creditors, or otherwise (a " Liquidation "):

(1) all Senior Indebtedness shall first be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made in respect of the Subordinated Indebtedness;

(2) any payment or distribution of any character, whether in cash, securities or other property, which (except for the terms of this Section 8(a)) would be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the holders of Senior Indebtedness to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution in respect of such Senior Indebtedness; and

(3) if, notwithstanding the foregoing terms of this Section 8(a), any payment or distribution of any character, whether in cash, securities or other property, shall be received in a Liquidation by the holders of the Subordinated Indebtedness before all Senior Indebtedness shall have been paid in full as aforesaid, such payment or distribution shall be held in trust for the benefit of, and shall be paid or delivered to, the holders of Senior Indebtedness (as provided in Sections 8(c) and 8(d)) to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution in respect of such Senior Indebtedness, provided, however, that such amounts paid to the holders of Senior Indebtedness shall not be deemed to discharge the Subordinated Indebtedness.

Upon any payment or distribution of the character referred to in this Section 8(a), the holders of Subordinated Indebtedness shall be entitled to rely upon a certificate of any liquidating trustee, receiver, agent or other person making such payment or distribution for the purpose of determining the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed in respect thereof, and all other facts pertinent thereto and to this Section 8.

(b) Standback Provisions . The Company shall not make any payment or prepayment in respect of Subordinated Indebtedness, if, at the time and after immediately giving effect to the payment or prepayment of such amount, there shall exist a default or an event of default with respect to the Senior Indebtedness under which the same is outstanding, permitting (or which will, with the passage of time or notice or both, permit) the holder or holders thereof (or any representative on behalf of such holder or holders) to accelerate the maturity or demand immediate payment thereof (a " Senior Default "), and the holder of Subordinated Indebtedness shall not accept, ask, demand or sue for any payment in respect of Subordinated Indebtedness, if the holder is aware that, at the time or after immediately giving effect to the payment of such amount, there shall exist a Senior Default, unless and until all Senior Indebtedness is paid in full or such Senior Default shall have been cured or waived by the holders of the Senior Indebtedness. As long as the Senior Indebtedness is outstanding, the holders of Subordinated Indebtedness shall not, without the prior written consent of holders of Senior Indebtedness sufficient to bind all holders of Senior Indebtedness, commence, or join with any other creditor in commencing any proceeding referred to in paragraphs (iii) or (v) of Section 9(a).

(c) Payments in Respect of Senior Indebtedness . For the purposes of Section 8(a): (i) Senior Indebtedness shall not be deemed to have been paid in full unless and until the holders thereof shall have received cash or, if so approved by holders of the Senior Indebtedness sufficient to bind all holders of Senior Indebtedness, marketable securities taken at their then market value, or both, equal to the full amount of such Senior Indebtedness at the time outstanding, and (ii) any payment or distribution required to be paid or delivered to the holders of Senior Indebtedness shall be deemed to have been received by such holders if paid or delivered to an authorized representative or representatives of such holders.

(d) Further Assurances . The holders of the Subordinated Indebtedness: (i) irrevocably authorize and empower (without imposing any obligation on) each holder of Senior Indebtedness or such holder's representatives to accelerate, demand, sue for, collect and receive such holder's ratable share of all payments and distributions in respect of the Subordinated Indebtedness which are required to be paid or delivered to the holders of Senior Indebtedness as provided in Section 8(a), and to file and prove all such claims and take all such other action (including the right to vote such holder's ratable share of the Subordinated Indebtedness) in the name of the holders of the Subordinated Indebtedness or otherwise, as such holder of Senior Indebtedness or such holder's representatives may determine to be reasonably necessary or appropriate for the enforcement of Section 8(a), and (ii) shall execute and deliver to each holder of Senior Indebtedness or such holder's representatives such other instruments confirming such authorization and such powers of attorney, proofs of claim, assignments of claim and/or rights, financing statements and other instruments, and shall take all such other action as may be reasonably requested by such holder or such holder's representatives in order to enable such holder to enforce such holder's ratable share of all Subordinated Indebtedness and all such payments and distributions in respect thereof, and to otherwise enforce the subordination provisions of this Section 8 and to perfect its rights herein.

(e) Rights of Subrogation . Upon payment in full to the holders of all Senior Indebtedness, the holders of the Subordinated Indebtedness shall be subrogated to the rights of such holders of Senior Indebtedness to receive payments and distributions in respect of Senior Indebtedness until all such holders of the Subordinated Indebtedness shall have been paid in full. No payment or distribution to the holders of Senior Indebtedness by virtue of the provisions of this Section 8, which would otherwise have been made to the holders of the Subordinated Indebtedness, shall, as between the Borrower and its creditors other than the holders of Senior Indebtedness, be deemed to be a payment by the Borrower in respect of Senior Indebtedness, it being understood that the terms of this Section 8 are for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand and the holders of Subordinated Indebtedness on the other hand.

(f) Modifications of Senior Indebtedness and Security . The holders of the Senior Indebtedness may, at any time and from time to time, without impairing or releasing the subordination provisions of this Section 8, do any one or more of the following: (a) change or extend the time of payment of the Senior Indebtedness; (b) release any person or entity liable in any manner for the payment or collection of the Senior Indebtedness; (c) exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Borrower or any other person or entity; (d) apply any monies or other property paid by any person or entity or otherwise released in any manner, to the Senior Indebtedness; or (e) accept or release any security for the Senior Indebtedness.

(g) Agreements with holders of Senior Indebtedness . The holder of this Note shall promptly execute such additional agreements as any holder or holders of Senior Indebtedness may reasonably request to confirm the provisions of this Note and otherwise providing for the reasonable subordination of the indebtedness evidenced by this Note not materially inconsistent with this Note.

(h) Modification of Note . No modification or waiver of the terms of this Note shall be effective without the prior written consent of such holders of the Senior Indebtedness necessary to bind all of the holders of Senior Indebtedness.

(i) Incorrect Payments . If any payment on account of this Subordinated Indebtedness not permitted by the terms of this Note is received by the holder hereof prior to the payment in full of the Senior Indebtedness, such payment shall be held in trust by such holder for the benefit of the holders of the Senior Indebtedness, and shall be paid over to the holders of the Senior Indebtedness, or their authorized representative for application to the payment of the Senior Indebtedness until paid in full.

9. Events of Default; Acceleration . If one or more of the following occurs (each an " Event of Default "):

(a) The Borrower shall be involved in financial difficulties as evidenced: (i) by its commencement of a voluntary case under Title 11 of the United States Code as from time to time in effect; (ii) by its filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to controvert timely the material allegations of any such petition; (iii) by the entry of an order for relief in any involuntary case commenced under said Title 11; (iv) by the entry of an order by a court of competent jurisdiction (A) by finding it to be bankrupt or insolvent, (B) ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its creditors, or (C) assuming custody of, or appointing a receiver or other custodian for all or a substantial part of its property and such order shall not be vacated or stayed on appeal or otherwise stayed within 120 days; (v) by the filing of a petition against the Borrower under said Title 11 which shall not be vacated within 120 days; or (vi) by its making an assignment for the benefit of, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property;

(b) The Borrower shall sell substantially all of its assets to an unaffiliated third party in one or more of a series of related transactions;

(c) the Borrower shall fail to make a payment of any installment of the outstanding principal or interest amount of this Note (whether by acceleration or otherwise) which failure or breach shall not be cured within 60 days after written notice thereof from the holder of this Note to the Borrower; then, and in any such event, and at any time thereafter, if any Event of Default shall be continuing, subject to Section 8, at the option of the holder of this Note upon written notice to the Borrower, the outstanding principal of any and all accrued but unpaid interest in respect of this Note shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower.

10. Due Authorization . The Borrower has the full power and authority to execute and deliver this Note and to consummate the transactions contemplated on its part hereby and thereby. The execution, delivery (or filing or adoption, as the case may be), and performance by the Borrower of this Note have been, duly authorized by its members. This Note is a valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and by equitable principles in any action (legal or equitable) and by public policy.]

11. Modification. This Note is being issued as one of a series of notes issued by the Borrower to Lender on or about the date hereof and any of the terms of this Note (including, without limitation, the Maturity Date, the rate of interest, and the conversion features) may be waived or modified only in writing, signed by the Borrower and holders of a majority in principal amount of all notes issued by the Borrower in such series .

12. Governing Law . This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. Any action brought to enforce or interpret this Note shall be brought in the courts located in Santa Clara County, California.

15. Transfers, Successors and Assigns . The provisions of this Note shall inure to the benefit of and be binding on any successor to Borrower and shall extend to any holder hereof; provided, however, that the Lender may not, without the prior written consent of Borrower (such consent not to be unreasonably withheld and such consent not to be required if an Event of Default exists), assign, transfer or negotiate this Note to any Person. Any such transfer or assignment must be in full compliance with applicable securities laws.

IN WITNESS WHEREOF , the Borrower, the Parent Company, and the Lender has duly executed this Note as of the date first written above.

BORROWER:		LENDER:

AE ADVANCED FUELS, INC.		ADVANCED BIOENERGY, L.P.

By:		By:
	Eric McAfee, CEO		Dr. Joseph Penbera, Chairman


PARENT COMPANY:

AEMETIS, INC.

By:
	Eric McAfee, CEO