SECOND AMENDMENT TO THE AMENDED AND RESTATED HEISKELL PURCHASING AGREEMENT

A.

The Parties entered into a certain ▇▇▇▇▇▇▇ and Restated Heiskell Purchasing Agreement on or about May 16, 2013, which was amended by the First Amendment to the Amended and Restated Purchasing Agreement (the “Agreement” covering, among other things, the marketing of animal feed, including Ethanol, WDGS, CDS/Syrup and Corn Oil (as defined in the Agreement).

B.

The Parties wish to amend the Agreement, in part, to add ▇▇▇▇▇▇▇▇’▇ obligation to purchase and market ethanol produced at the Plant.

1.

Definitions and Interpretations. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

2.

Amendment to the Third Recital. As of the end of the business day on the Effective Date, the third recital of the Agreement is hereby amended by deleting the provision in its entirety and replacing it with the following:

3.

Amendment of Section 1. As of the end of the business day on the Effective Date, Section 1 is hereby amended by deleting Section 1 in its entirety and replacing it with the following:

1.

First Purchasing Rights. AEMETIS ▇▇▇▇▇ gives HEISKELL exclusive rights to purchase WDGS, CDS/Syrup, Corn Oil, and Ethanol produced from the Plant.

4.

Addition of Section 2 B. As of the end of the business day on the Effective Date, Section 2 B is hereby added to the Agreement:

B.

Ethanol.   HEISKELL will sell all Ethanol produced by AEMETIS ▇▇▇▇▇ to Murex or other ethanol purchasers designated by AEMETIS ▇▇▇▇▇ (as to each, an “Ethanol Purchaser”) on one (1) day credit terms provided the Ethanol Purchaser meets ▇▇▇▇▇▇▇▇’▇ credit and delivery requirements; it being agreed that Murex shall be deemed to meet such requirements only to the extent that AEMETIS ▇▇▇▇▇ has delivered to HEISKELL a guaranty in the form attached hereto as Exhibit A (the “Guaranty”). HEISKELL will purchase all Ethanol produced by ▇▇▇▇▇▇▇ ▇▇▇▇▇ on a daily basis. HEISKELL will pay to AEMETIS ▇▇▇▇▇ the same price as HEISKELL receives from the Ethanol Purchaser. All such sales to Murex as a Ethanol Purchaser will be on a “Next Day from Shipment” payment basis (i.e. payment will be due to Heiskell for all Ethanol sold to Murex as the Ethanol Purchaser on the next business day after shipment).

C.

Reordering of existing Section 2B through 2G. As of the end of the business day on the Effective Date, existing Section 2B through 2G are reordered Section 2C-2H.

D.

Amendment of Section 2C. As of the end of the business day on the Effective Date, Section 2C. is hereby amended by deleting Section 2C. in its entirety and replacing it with the following:

▇.

▇▇▇▇▇▇▇▇▇▇ and Distribution. AEMETIS ▇▇▇▇▇ will be responsible for scheduling shipments of all of AEMETIS ▇▇▇▇▇’▇ WDGS, CDS/Syrup and Corn Oil, and Ethanol, marketed by HEISKELL. At the discretion of HEISKELL and the consent of AEMETIS ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ may allow customers or other marketers to utilize their own trucks to pick up WDGS, CDS/Syrup, Corn Oil, and Ethanol FOB the Plant. AEMETIS ▇▇▇▇▇ shall be responsible for loading and weighing/metering all Ethanol, WDGS, CDS/Syrup and Corn Oil.

E.

Amendment to Section 2D. As of the end of the business day on the Effective Date, Section 2D is hereby amended by deleting Section 2D in its entirety and replacing it with the following:

F.

Amendment to Section 2E. As of the end of the business day on the Effective Date, Section 2E is hereby amended by deleting Section 2E in its entirety and replacing it with the following:

G.

Amendment to Section 2F. As of the end of the business day on the Effective Date, Section 2F. is hereby amended by deleting Section 2F. in its entirety and replacing it with the following:

H.

Amendment to Section 2G. As of the end of the business day on the Effective Date, Section 2G is hereby amended by deleting Section 2G in its entirety and replacing it with the following:

I.

Amendment to Section 4. As of the end of the business day on the Effective Date, Section 4 is hereby amended by deleting Section 4 in its entirety and replacing it with the following:

J.

Amendment to Section 5. As of the end of the business day on the Effective Date, Section 5 is hereby amended by deleting Section 5 in its entirety and replacing it with the following:

K.

Addition of Section 6(A). As of the end of the business day on the Effective Date, Section 6A is hereby added to the Agreement as follows:

a.

To procure and maintain for the benefit of Heiskell property and casualty insurance on an “occurrence” basis covering at least the cash value of ▇▇▇▇▇▇▇▇’▇ inventory and work in process property.

L.

Amendment to Section 9 B. As of the end of the business day on the Effective Date, Section 9 B is hereby amended by deleting Section 9B in its entirety and replacing it with the following:

M.

Amendment to Section 9C. As of the end of the business day on the Effective Date, Section 9C is hereby amended by deleting Section 9 C in its entirety and replacing it with the following:

C.

Termination at the end of the Initial Term. Either party has the right to terminate this Agreement for convenience at the end of the Initial Term and any Renewal Term by giving written notice by registered mail to the other party of such termination as follows:

N.

Amendment of Section 9F. As of the end of the business day on the Effective Date, Section 9F is hereby added to the Agreement as follows:

O.

Addition of Exhibit A. As of the end of the business day on the Effective Date, Exhibit A is hereby reinserted into the Agreement.

P.

General Representations and Warranties of Parties. Each party hereby represents and warrants the following as of the date hereof:

a.

Organization and Existence. It has been duly organized, is validly existing and is in good standing under the laws of its state of formation.

b.

Power of Authority. It has the power and authority to execute, deliver and perform its obligations under this Amendment and has taken all action necessary to authorize it to execute and deliver this Amendment and perform its obligations hereunder.

c.

Binding Effect. This Amendment, when executed and delivered, will constitute the valid and binding obligations of such party, enforceable against such party in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general equitable principles regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

Q.

Miscellaneous Provisions

a.

Affirmation of Agreement. On and after the Effective Date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended hereby. Except as specifically amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.

b.

Headings. The headings of the sections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

c.

Governing Law. This Amendment is and shall be governed by, and shall be construed and interpreted in accordance with LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF. 

d.

Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. To evidence its execution of an original counterpart of this Amendment, a party may deliver via facsimile or pdf transmission a copy of its original executed counterpart signature page to the other party, and such transmission shall constitute delivery of an original, executed copy of this Amendment to the receiving party for purposes of determining execution and effectiveness of this Amendment. Notwithstanding the foregoing, any party delivering such counterpart signature by facsimile or pdf transmission agrees to provide an original executed signature page to the receiving party by express delivery promptly upon request thereof.