exhibit 10. 1 master agreement this agreement ( “ agreement ” ) is dated as of june 30, 2011 by and among advanced bioenergy, llc, a delaware limited liability company ( “ abe ” ), clean energy capital, llc, a delaware limited liability company ( “ cec ” ), ethanol investment partners, llc, a delaware limited liability company ( “ eip ” ), ethanol capital partners, lp – series r, a delaware limited partnership, ethanol capital partners, lp – series t, a delaware limited partnership, ethanol capital partners, lp – series v, a delaware limited partnership, and tennessee ethanol partners, lp, a delaware limited partnership ( each limited partnership is referred to as a “ cec partnership ” and collectively the “ cec partnerships ” ; and the cec partnerships and eip are collectively referred to as the “ cec obligors ” ). recitals : whereas, pursuant to a settlement agreement dated as of june 30, 2011, ( as defined in section 11 of this agreement ), abe and cec have settled all open issues related to ( i ) pending arbitration against abe brought by revis l. stephenson iii, a former officer of abe, ( “ stephenson arbitration ” ) ; ( ii ) litigation brought by stephenson against cec and scott brittenham ( “ brittenham ” ), a director of abe and an officer of cec ( the “ stephenson lawsuit ” ) ; and ( iii ) the payment of legal fees by abe in satisfaction of the claims for indemnification in the stephenson lawsuit by brittenham ; whereas, under the terms of the settlement agreement, ( i ) abe agreed to pay $ 3. 4 million to stephenson, and ( ii ) cec in its capacity as general partner of the cec partnerships and as sole manager of eip agreed that the cec obligors will jointly and severally reimburse abe for $ 450, 000 of the $ 3. 4 million ; and whereas, abe has agreed to pay legal fees and costs of brittenham and cec in the stephenson lawsuit, and the cec obligors have agree to reimburse abe for a portion of these legal fees and costs. now, therefore, in consideration of the foregoing, abe, cec and the cec obligors hereby agree as follows : 1. payment by abe to stephenson. abe agrees that it will pay stephenson $ 3. 4 million pursuant to the settlement agreement.