SUBSCRIPTION AGREEMENT Full Circle Promotions, Inc. 26446 Woodsrest Lane San Juan Capistrano, California 92675 The undersigned has received and read the prospectus dated , 2003 ("Prospectus"), and hereby subscribes for _____________ shares of $.001...Subscription Agreement • March 21st, 2003 • Full Circle Promotions Inc • Services-business services, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • Texas
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) by and among Panda Ethanol, Inc., a Nevada corporation (the “Company”), and Grove Panda Investments, LLC (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2007 • Panda Ethanol, Inc. • Industrial organic chemicals • Texas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 9, 2007, among Panda Ethanol, Inc., a Delaware corporation (the “Company”), and Panda Energy International, Inc. (“Panda Energy”).
SUBSCRIPTION AGREEMENT Full Circle Promotions, Inc. 26446 Woodsrest Lane San Juan Capistrano, California 92675 The undersigned has received and read the prospectus dated __________, 2003 ("Prospectus"), and hereby subscribes for _____________ shares...Subscription Agreement • January 24th, 2003 • Full Circle Promotions Inc • Services-business services, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2006 • Panda Ethanol, Inc. • Industrial organic chemicals • Texas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 1, 2006, among Panda Ethanol, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
WEBSITE AND DATABASE DEVELOPMENT AGREEMENTWebsite and Database Development Agreement • March 21st, 2003 • Full Circle Promotions Inc • Services-business services, nec • California
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2006 • Panda Ethanol, Inc. • Services-computer programming services
This First Amendment to Registration Rights Agreement (this “Amendment”) is entered into as of November 13, 2006, among Panda Ethanol, Inc., a Delaware corporation (the “Company”), Panda Energy International, Inc., a Texas corporation (“PEII”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 19th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • Texas
This Amended and Restated Loan Agreement (this “Agreement”), dated July 29, 2008, is entered into by and between Panda Ethanol, Inc. (“Borrower”), a corporation duly organized, existing and in good standing under the laws of the State of Nevada, and Panda Energy International, Inc. (“Lender”).
ContractCommon Stock Purchase Warrant • October 10th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • Texas
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED HOLDER).
PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENTPledge, Assignment, and Security Agreement • November 15th, 2007 • Panda Ethanol, Inc. • Industrial organic chemicals • New York
THIS PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (this “Security Agreement”) is executed as of November 9, 2007, by Panda Ethanol Holdings, LLC, a Delaware limited liability company (“Debtor”), whose address is 4100 Spring Valley, Suite 1002, Dallas, Texas 75244, and Panda Energy International, Inc., a Texas corporation (hereafter referred to as “Secured Party,”) whose address is 4100 Spring Valley, Suite 1001, Dallas, Texas 75244.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • Texas
AGREEMENT AND PLAN OF MERGER (“Merger Agreement”) made this 18th day of May, 2006 by and among Cirracor, Inc., a Nevada corporation (“Cirracor”), and Panda Ethanol, Inc., a Delaware corporation (the “Company”), and Grove Panda Investments, LLC (“Cirracor Stockholder”)
BNSF RAILWAY COMPANY INDUSTRY TRACK AGREEMENTRailway Company • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services
THIS AGREEMENT (“Agreement”) made as of this 6th day of June, 2006, (“Effective Date”) by and between BNSF RAILWAY COMPANY, a Delaware corporation (“Railroad”), and PANDA HEREFORD ETHANOL, L.P., a Delaware limited partnership (“Industry”).
FINANCING AGREEMENT dated as of July 28, 2006 by and among PANDA HEREFORD ETHANOL, L.P. as Borrower, THE LENDERS NAMED ON THE SIGNATURE PAGES TO THIS AGREEMENT, as Lenders, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Disbursement Agent, Collateral...Financing Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • New York
This FINANCING AGREEMENT, dated as of July 28, 2006 (as amended, modified or supplemented, this “Agreement”), is by and among PANDA HEREFORD ETHANOL, L.P., a Delaware limited partnership (“Borrower”), the lenders named from time to time on the signature pages to this Agreement, SOCIÉTÉ GÉNÉRALE, a bank organized and existing under the laws of France and acting through its New York Branch, as administrative agent for the Lenders (as defined below) (together with its successors and assigns in such capacity, the “Administrative Agent”), Disbursement Agent and LC Fronting Bank, SOCIÉTÉ GÉNÉRALE, a bank organized and existing under the laws of France and acting through its New York Branch, as Collateral Agent, and SG AMERICAS SECURITIES, LLC, a Delaware limited liability company, as Lead Arranger.
SPONSOR SUPPORT AGREEMENT dated as of April 2, 2008 by and among PANDA ETHANOL, INC., as Sponsor, PANDA HEREFORD ETHANOL, L.P., as Borrower, and SOCIÉTÉ GÉNÉRALE, as the Administrative AgentSponsor Support Agreement • April 8th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • New York
This SPONSOR SUPPORT AGREEMENT, dated as of April 2, 2008 (as may be amended, modified or supplemented, from time to time, this “Sponsor Support Agreement”), is by and among PANDA ETHANOL, INC., a Nevada corporation (the “Sponsor”), PANDA HEREFORD ETHANOL, L.P., a Delaware limited partnership (“Borrower”), and SOCIÉTÉ GÉNÉRALE, a bank organized and existing under the laws of France and acting through its New York Branch, in its capacity as administrative agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) for the Lenders under the Financing Agreement, dated as of July 28, 2006 (as amended, modified or supplemented from time to time, the “Financing Agreement”), by and among Borrower, the Agents thereunder, the Lenders from time to time party thereto, the LC Fronting Bank thereunder and the Lead Arranger thereunder.
SERVICES AGREEMENTServices Agreement • November 15th, 2007 • Panda Ethanol, Inc. • Industrial organic chemicals • Texas
THIS AGREEMENT (the “Agreement”) for the performance of services is effective as of September 1, 2007, between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol, Inc. (“PEI” or the “Company”), a Nevada corporation. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”
ETHANOL MARKETING AGREEMENT BETWEEN AVENTINE RENEWABLE ENERGY, INC. A Delaware corporation AND PANDA HEREFORD ETHANOL, L.P. A Delaware limited partnership Dated as of October 13, 2005Ethanol Marketing Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • New York
THIS AGREEMENT (the “Agreement”) is entered into as of this 13th day of October, 2005 (the “Effective Date”) by and between Panda Hereford Ethanol, LP, a Delaware limited partnership (“Panda”) and Aventine Renewable Energy, Inc., a Delaware corporation (“ARE”). Both Panda and ARE are herein individually referred to as “Party” and collectively as “Parties”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • Texas
THIS AGREEMENT (the “Agreement”) for the performance of transition services is effective as of June 7, 2006, between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol, Inc. (the “Company”), a Delaware corporation. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”
TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL PRODUCTION FACILITY BETWEEN PANDA HEREFORD ETHANOL, LP A Delaware Limited Partnership AND LURGI PSI, INC. A Tennessee Corporation Dated as of October 15, 2005Engineering, Procurement and Construction Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • Texas
THIS TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL PRODUCTION FACILITY (this “Agreement”), dated as of October 15, 2005 is by and between Panda Hereford Ethanol, LP, a Delaware Limited Partnership (hereinafter called “Owner”), and Lurgi PSI, Inc., a Tennessee Corporation (hereinafter called “Contractor”).
AMENDMENT TO SERVICES AGREEMENTServices Agreement • November 25th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • Texas
THIS AMENDMENT TO SERVICES AGREEMENT (the “Amendment”) is made and entered into as of November 24, 2008, by and between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol, Inc. (“PEI” or the “Company”), a Nevada corporation. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • Texas
This Securities Purchase Agreement (this “Agreement”) is made as of October 6, 2008, by and among Panda Ethanol, Inc., Nevada corporation (the “Company”), and PLC II, LLC, a Delaware limited liability company (the “Investor”).
TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL PRODUCTION FACILITY BETWEEN PANDA YUMA ETHANOL, LP A Delaware Limited Partnership AND LURGI, INC. A Tennessee Corporation Dated as of March 1, 2007 CONFIDENTIAL TREATMENT HAS BEEN...Engineering, Procurement and Construction Agreement for Ethanol • April 2nd, 2007 • Panda Ethanol, Inc. • Industrial organic chemicals • Colorado
THIS TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL PRODUCTION FACILITY (this “Agreement”), dated as of March 1, 2007, is by and between Panda Yuma Ethanol, LP, a Delaware limited partnership (hereinafter called “Owner”), and Lurgi, Inc., formerly known as Lurgi PSI, Inc., a Tennessee corporation (hereinafter called “Contractor”).
FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services
This First Amendment to Transition Services Agreement (this “Amendment”) is made effective as of October 7, 2006, between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol Management, LLC (the “Company”), a Delaware limited liability company. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”
SECOND AMENDMENT TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENTFinancing Agreement and Depositary and Disbursement Agreement • April 8th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • New York
This SECOND AMENDMENT TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Amendment”), dated as of April 2, 2008, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Disbursement Agent and a Lender, and the LENDERS (collectively, the “Parties”). Capitalized terms not defined in this Amendment shall have the meanings given in the Financing Agreement, dated as of July 28, 2006 (as amended, the “Financing Agreement”), by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.
WAIVER TO DEPOSITARY AND DISBURSEMENT AGREEMENTDepositary and Disbursement Agreement • September 11th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals
This WAIVER TO DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Waiver”), dated as of September 5, 2008, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent (in such capacity, the “Administrative Agent”), Disbursement Agent and a Lender, and the LENDERS (collectively, the “Parties”). Capitalized terms not defined in this Waiver shall have the meanings given in the Financing Agreement, dated as of July 28, 2006 (as amended, the “Financing Agreement”), by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.
AMENDMENT AND ADDITIONAL FUNDING AGREEMENT TO SUBORDINATED DEBT FINANCING AGREEMENTSubordinated Debt Financing Agreement • October 10th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • New York
This AMENDMENT AND ADDITIONAL FUNDING AGREEMENT TO SUBORDINATED DEBT FINANCING AGREEMENT (this “Amendment”), dated as of October 6, 2008, is made by and between PANDA HEREFORD ETHANOL, L.P., as the Borrower, and BALKAN VENTURES LLC, as the Subordinated Lender (collectively, the “Parties”). Capitalized terms not defined in this Amendment shall have the meanings given in that certain Subordinated Debt Financing Agreement, dated as of July 28, 2006 (as amended, modified or supplemented, the “SDFA”), by and between Borrower and the Subordinated Lender.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • Texas
This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of October 7, 2008, by and among Panda Ethanol, Inc., a Nevada corporation (the “Company”), Panda Energy International, Inc., a Texas corporation (“Panda Energy”), and the several Holders signatory hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2006, among Panda Ethanol, Inc., a Delaware corporation (the “Company”), Panda Energy International, Inc., a Texas corporation (“PEII”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SUBORDINATED DEBT FINANCING AGREEMENT dated as of July 28, 2006 by and between PANDA HEREFORD ETHANOL, L.P. as the Borrower, and *****, as the Subordinated LenderSubordinated Debt Financing Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • New York
This SUBORDINATED DEBT FINANCING AGREEMENT, dated as of July 28, 2006 (as amended, modified or supplemented, this “Agreement”), is by and between PANDA HEREFORD ETHANOL, L.P., a Delaware limited partnership (the “Borrower”), and *****, a limited liability company organized and existing under the laws of the State of Delaware (the “Subordinated Lender”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 13th, 2006 • Cirracor Inc • Services-computer programming services
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) made this 7th day of June, 2006 by and among Cirracor, Inc., a Nevada corporation (“Cirracor”), Panda Ethanol, Inc., a Delaware corporation (the “Company”), and Grove Panda Investments, LLC, a Delaware limited liability company (“Cirracor Stockholder”)
Société GénéraleFinancing Agreement • June 4th, 2007 • Panda Ethanol, Inc. • Industrial organic chemicals
We refer to the Financing Agreement, dated July 28, 2006 (the “Financing Agreement”), by and among Panda Hereford Ethanol, L.P. (“Borrower”), the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger and to the Depositary and Disbursement Agreement, dated July 28, 2006 (the “Disbursement Agreement”), by and among Borrower, Société Générale, as Administrative Agent (the “Administrative Agent”) and Société Générale, as Disbursement Agent (the “Disbursement Agent”). Capitalized terms used and not otherwise defined in this letter have the meanings given them in the Financing Agreement.
FIRST AMENDMENT TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENTFinancing Agreement • June 19th, 2007 • Panda Ethanol, Inc. • Industrial organic chemicals • New York
This FIRST AMENDMENT TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Amendment”), dated June 15, 2007, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Disbursement Agent and a Lender, and the LENDERS (collectively, the “Parties”). Capitalized terms not defined in this Amendment shall have the meanings given in the Financing Agreement (the “Financing Agreement”), dated as of July 28, 2006, by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.
AMENDMENT TO WAIVER TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENTFinancing Agreement and Depositary and Disbursement Agreement • December 29th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals • New York
This AMENDMENT TO WAIVER TO DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Amendment”), dated as of December 19, 2008, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent (in such capacity, the “Administrative Agent”), Disbursement Agent and a Lender, and the LENDERS party hereto (collectively, the “Parties”). Capitalized terms not defined in this Amendment shall have the meanings given in the Financing Agreement, dated as of July 28, 2006 (as amended, the “Financing Agreement”), by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) made this 7th day of June, 2006 by and among Cirracor, Inc., a Nevada corporation (“Cirracor”), Panda Ethanol, Inc., a Delaware corporation (the “Company”), and Grove Panda Investments, LLC, a Delaware limited liability company (“Cirracor Stockholder”)
SECOND AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 30th, 2007 • Panda Ethanol, Inc. • Industrial organic chemicals
This Second Amendment to Transition Services Agreement (this “Amendment”) is made effective as of March 30, 2007, between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol Management, LLC (the “Company”), a Delaware limited liability company. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”
WAIVER TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENTWaiver to Financing Agreement and Depositary and Disbursement Agreement • October 10th, 2008 • Panda Ethanol, Inc. • Industrial organic chemicals
This WAIVER TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Waiver”), dated as of October 6, 2008, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent (in such capacity, the “Administrative Agent”), Disbursement Agent and a Lender, and the party hereto (collectively, the “Parties”). Capitalized terms not defined in this Waiver shall have the meanings given in the Financing Agreement, dated as of July 28, 2006 (as amended, the “Financing Agreement”), by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.
