Stock Appreciation Rights Agreement, by and between Aemetis, Inc. and Third Eye Capital Corporation, dated August 23, 2018

Goodland Advanced Fuels, Inc. (the “Borrower”), the Agent and the noteholders party thereto entered into a Note Purchase Agreement dated June 30, 2017 as amended by Amendment No. 1 to Note Purchase Agreement dated on or about June 28, 2018 (the “First Amendment”, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “NPA”);

On the date of the NPA, each of the Corporation and Aemetis Advanced Products Keyes, Inc. entered into a Limited Guaranty guaranteeing certain obligations of the Borrower pursuant to the NPA;

Pursuant to the First Amendment, the Corporation desires to provide incentive cash compensation to the Noteholders in the form of Stock Appreciation Rights (as defined below) as herein provided with a view to promoting an alignment of the future interests of the Corporation and the Noteholders in connection with the NPA; and

It is a condition precedent to the effectiveness of the First Amendment that the Corporation shall have executed and delivered this Agreement to the Agent for the benefit of the Noteholders, and this Agreement is a Note Purchase Document.

The Corporation shall have the right (the “Call Option”) to redeem or purchase for cancelation each SAR at any time during the first 11 months following the Grant Date. Upon such election, the Corporation shall make payment to, or to the order of, the Agent by bank draft, certified cheque or wire transfer as directed by the Agent, an amount equal to $2.00 for each SAR subject to such Call Option; provided that the Corporation may elect to satisfy the Call Option by issuing such number of Shares equal to: (A) the total cash consideration that would have been payable pursuant to the Call Option, being $2,100,000, divided by (B) the Fair Market Value per Share calculated as at the date of the Call Option election. Such Shares shall be issued to, or at the direction of, the Agent for the ratable benefit of the Noteholders. Any such election shall be irrevocable and must be made in writing to the Agent by delivery of an election in the form scheduled hereto.

Upon election of the Call Option and payment thereof, the parties shall take such further actions as necessary, and shall executed and deliver such documents, instruments and agreements and do all such other acts and things as may be reasonably required, in the opinion of the Agent and Corporation, to codify and document the cancellation and termination of the SARs subject to such Call Option.

The Agent shall have the right (the “Put Option”) to require the Corporation to redeem or purchase for cancelation each SAR during the 11th month following the Grant Date. Upon such election, the Corporation shall make payment to, or to the order of, the Agent by bank draft, certified cheque or wire transfer as directed by the Agent, an amount equal to $1.00 for each SAR subject to such Put Option. Any such election shall be irrevocable and must be made in writing to the Corporation by delivery of an election in the form scheduled hereto.

Upon election of the Put Option and payment thereof by the Corporation, the parties shall take such further actions as necessary, and shall executed and deliver such documents, instruments and agreements and do all such other acts and things as may be reasonably required, in the opinion of the Agent and Corporation, to codify and document the cancellation and termination of the SARs subject to such Put Option.

Subject to the earlier exercise of the Call Option or the Put Option, each SAR shall be immediately exercised, with no further action or notice on behalf of the Parties, on the Exercise Date.

On the Exercise Date, each SAR represents an obligation of the Corporation to pay to the Agent, for the ratable benefit of the Noteholders, an amount equal to the Fair Market Value in cash.

The Corporation shall pay the Fair Market Value to, or to the order of, the Agent for the ratable benefit of the Noteholders, by bank draft, certified cheque or wire transfer of immediately available funds on the Exercise Date.

All payments by the Corporation under this Agreement shall be made free and clear of and without deduction or withholding for any taxes.

The SARs are non-transferable. No certificates representing the SAR’s will be issued by the Corporation.

Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between the Corporation and the Agent or the Noteholders or any other person.

This Agreement is made with it in reliance upon its representation to the Corporation, which by its execution of this Agreement it hereby confirms, that the securities represented by this Agreement (the “Securities”) to be received by it will be acquired for investment by it and not with a view to the resale or distribution of any part thereof, and that it has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, it further represents that it has no contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.

It understands that the Securities are not and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) on the grounds that the sale provided for in this Agreement and the issuance of Securities hereunder are exempt from registration under the Securities Act pursuant to Regulation S thereof or another exemption thereunder, and that the Corporation’s reliance on such exemption is predicated on its representations set forth herein.

It believes that it has received all the information it considers necessary or appropriate for deciding whether to enter into this Agreement. It further represents that it has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of this Agreement and the business, properties, prospects, and financial condition of the Corporation and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access.

It represents that it is experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that it is able to fend for itself, that it can bear the economic risk of this investment, and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment.

It represents that is not a U.S. person (as defined in in Rule 902(k) of Regulation S) and is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;

It represents that it is knowledgeable of the relevant securities laws applicable in the jurisdiction outside the United States in which it is resident that would apply to the acquisition of the Securities and is not relying on the Company to ensure compliance with any such laws;

It represents that the Securities were not offered to it in the United States, that at the time its purchase decision was made, it was outside the United States, and that this Agreement was delivered to, completed, executed and delivered by, it (or its authorized signatory) outside the United States;

It understands that the Securities may not be sold, transferred, or otherwise disposed of;

If necessary, it shall file with the Corporation an Internal Revenue Service Form W-8BEN-E and, on an ongoing basis, will provide such other information or documents as shall be requested by the Corporation to enable it to comply with the requirements of the Internal Revenue Service.

Execution in Counterparts

[CALL / PUT] Option – Stock Appreciation Rights Agreement