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Amendment To The Agreement And Plan of Reorganization

This is an actual contract by AE Biofuels,.
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Sectors: Chemicals
Governing Law: Nevada, View Nevada State Laws
Effective Date: January 01, 2010
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AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION



This Amendment to the Agreement and Plan of Reorganization (hereinafter this " Amendment ") is entered into on this __ day of May, 2010, by and among AE Biofuels, Inc., a Nevada corporation ( ? Parent "), American Ethanol, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (" American Ethanol ") and AE Biofuels Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (hereinafter " Technologies ") on one hand; and Renewable Technology Corporation, a Delaware corporation (hereinafter "RTC"); Clifford Bradley and Bob Kearns (hereinafter, Clifford Bradley and Bob Kearns shall be known collectively as the " Minority Stockholders "), on the other hand. Terms not defined herein are defined in the Merger Agreement (defined below).



RECITALS



WHEREAS American Ethanol, RTC and the Minority Stockholders entered into that Agreement and Plan of Reorganization on February 28, 2007 (the " Merger Agreement ");



WHEREAS, the Minority Shareholders collectively own 100% of the outstanding capital stock of RTC;



WHEREAS , RTC is a holding company whose sole asset are 49% of the outstanding shares of Energy Enzymes, Inc. (" EEI "), a Delaware corporation;



WHEREAS, the Board of Directors of American Ethanol and RTC have determined that the Merger Milestones (as defined in the Merger Agreement) has been reached, and therefore American Ethanol has the right consummate the merger with RTC, and to issue shares of American Ethanol restricted common stock to the stockholders of RTC upon the terms and conditions set forth in the Merger Agreement;



WHEREAS, on June 23, 2006, the Parent and American Ethanol entered into an Agreement and Plan of Merger, which agreement was amended and restated on July 19, 2007 (the " Reverse Merger Agreement" ). Pursuant to the Reverse Merger Agreement, the Parent agreed to reincorporate into the State of Nevada (the " Reincorporation ") and American Ethanol agreed to merge with and into a wholly-owned subsidiary of the Parent, with American Ethanol as the surviving corporation (the " Reverse Merger "). On December 7, 2007, the Parent and American Ethanol completed the Reverse Merger and issued to the former shareholders of American Ethanol shares of the Parent's common and preferred stock in exchange for all of the outstanding shares of American Ethanol common and preferred stock;



WHEREAS , as a result of the Reverse Merger, the Parent is the successor-in-interest to American Ethanol, and therefore all Parties desire that RTC and the Minority Stockholders acquire shares of common stock of the Parent, and not American Ethanol, in connection with the transaction described in the Merger Agreement;



WHEREAS , American Ethanol transferred all of its shares of EEI to Technologies;







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WHEREAS , RTC has an authorized capitalization consisting of 1,000 shares of $0.001 par value common stock, of which 1,000 shares shall be issued and outstanding and owned by American Ethanol as of the Closing of the Merger Agreement;



WHEREAS , the bo
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