Promissory Note, dated as of April 28, 2017, by and between Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc., Aemetis Facility Keyes, Inc. and Third Eye Capital Corporation

Use of Proceeds. The proceeds of this Note may only be used by the Debtors to pay the Placement Fee in the amount of $500,000, and a reserve against liquidated damages in the amount of $500,000 directly or on behalf of Goodland Advanced Fuels, Inc., as each may be referenced in the Term Sheet dated April 13, 2017 (“Goodland Term Sheet”) or as such payments may be described and defined in the Note Purchase Documentation with respect to the Financing (as such terms are defined in the Goodland Term Sheet), and for working capital purposes approved by the Lender in its sole discretion. At closing of the Financing (as defined in the Goodland Term Sheet), the reserve against liquidated damages referenced above will be credited towards the Closing Fee (as defined in the Goodland Term Sheet).

Interest. From the date hereof until the repayment of this Note in full, interest on $500,000 of the principal amount outstanding shall be calculated at the rate of 14% per annum, and paid monthly in arrears; provided, however, that in the event of default under the NPA or non-payment of this Note by the Maturity Date: (i) interest on the entire $1,500,000 principal amount shall be retroactively calculated at the rate of 14% per annum from the date hereof until the Maturity Date or, as applicable, the date of an event of default under the NPA; and (ii) the interest rate on the entire principal amount outstanding shall be increased to 20% per annum from and after the Maturity Date or, if applicable, the date of an event of default under the NPA until the repayment of this Note in full.

Maturity Date. The outstanding principal balance of the indebtedness evidenced hereby, plus any accrued but unpaid interest and any other sums due hereunder, shall be due and payable in full at the earlier to occur of (a) closing of the Financing (as defined in the Goodland Term Sheet), (b) receipt of proceeds from any financing, refinancing or other similar transaction, (c) extension of credit by the Lender, or Agent on behalf of certain lenders or the Noteholders, to the Debtors or their affiliates, and (c) June 15, 2017 (the “Maturity Date”).

Upfront Fee. The Debtors shall pay to the Lender a fee in the amount of $20,000 payable to the Lender which shall be deemed earned and non-refundable on the date hereof and shall be payable from the proceeds of the Note.

Acknowledgement of Security. The Debtors hereby acknowledge, confirm and agree that this Note is secured by valid and enforceable liens and security interests upon and in the property and assets of the Obligors pursuant to, and as described in, the NPA and the other Note Purchase Documents.

Additional Obligations of the Debtors. As further consideration for the Lender providing the funds contemplated under this Note, the Debtors hereby agree to, upon the request of the Lender, take such action, and execute and deliver such further documents as may be reasonably necessary or appropriate to give effect to the provisions and intent of this Note.

Waivers. Each Debtor hereby waives demand, presentment for payment, notice of dishonor, protest, and notice of protest and diligence in collection or bringing suit.

Attorneys’ Fees. Each Debtor agrees to pay reasonable attorneys’ fees and costs incurred by Agent and Lender in collecting on this Note, whether by suit or otherwise.

Paramountcy. In the event of any conflicts between the provisions of this Note and any provisions of the NPA, solely in connection with this Note, the provisions of this Note shall prevail and be paramount.

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.

Miscellaneous. This Note and the obligations hereunder may not be assigned by Debtors without the prior written consent of the Lender. This Note and the rights hereunder may be assigned by Lender without the consent of Debtors. Time is of the essence under this Note. As used herein, the terms “Debtors” and “Lender” shall be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law. Each Debtor hereby submits to jurisdiction in the State of Delaware and this Note shall be governed by and be construed in accordance with the laws of the State of Delaware. This Note may not be modified except by written agreement signed by Debtors and the Lender.