REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2006 • Pacific Ethanol, Inc. • Industrial organic chemicals • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 17, 2006 is made by and between PACIFIC ETHANOL, INC., a Delaware corporation (the “Company”), and EAGLE ENERGY, LLC, a South Dakota limited liability company (the “Seller”).
PACIFIC ETHANOL, INC. WARRANT TO PURCHASE COMMON STOCKPacific Ethanol, Inc. • October 23rd, 2006 • Industrial organic chemicals • California
This Certifies That, for value received, Eagle Energy, LLC, or registered assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Pacific Ethanol, Inc., a Delaware corporation (the “Company”), with its principal office at 5711 N. West Avenue, Fresno, CA 93711, up to 693,963 shares of Common Stock of the Company (the “Common Stock”).
October 17, 2006Pacific Ethanol, Inc. • October 23rd, 2006 • Industrial organic chemicals • California
Reference is hereby made to the Amended and Restated Ethanol Purchase and Sale Agreement (the“Agreement"), dated as of August 9, 2006, between Front Range Energy, LLC, a Colorado limited liability company (the "Company"), and Kinergy Marketing, LLC, an Oregon limited liability company.
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 23rd, 2006 • Pacific Ethanol, Inc. • Industrial organic chemicals • Colorado
This Non-Competition Agreement (this “Agreement”) is entered into as of the 17th day of October, 2006, by and among (i) Pacific Ethanol, Inc., a Delaware corporation (“Buyer”), (ii) Front Range Energy, LLC, a Colorado limited liability company (the “Company”), and (iii) _____________(the “Individual”). Capitalized terms not defined herein shall have the respective meanings ascribed to such terms in the Membership Interest Purchase Agreement, dated as of the date hereof, by and between Eagle Energy, LLC, a South Dakota limited liability company (“Seller”), and Buyer (the “Purchase Agreement”).
AMENDMENT NO. 1, DATED AS OF OCTOBER 17, 2006, OF THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FRONT RANGE ENERGY, LLC TO ADD A SUBSTITUTE MEMBER AND FOR CERTAIN OTHER PURPOSESOperating Agreement • October 23rd, 2006 • Pacific Ethanol, Inc. • Industrial organic chemicals
By this amendment, dated as of the 17th day of October, 2006, the undersigned parties amend that certain agreement (the “Agreement”), entitled “Second Amended and Restated Operating Agreement of Front Range Energy, LLC,” dated as of October 20, 2005, as follows:
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FRONT RANGE ENERGY, LLCOperating Agreement • October 23rd, 2006 • Pacific Ethanol, Inc. • Industrial organic chemicals • Colorado
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) which amends and restates the First Amended and Restated Operating Agreement of Front Range Energy, LLC, a Colorado limited liability company (the “Company”), is hereby amended and restated in its entirety effective as of the 20th day of October, 2005 (the “Effective Date”), by the undersigned being all the members of the Company.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 23rd, 2006 • Pacific Ethanol, Inc. • Industrial organic chemicals
This Membership Interest Purchase Agreement (together with the exhibits and schedules hereto, this “Agreement”) is dated as of October 17, 2006 by and among Eagle Energy, LLC, a South Dakota limited liability company (“Seller”), Pacific Ethanol California, Inc., a California corporation (“Buyer”), and Pacific Ethanol, Inc., a Delaware corporation (“Parent”). Unless otherwise defined in this Agreement, capitalized terms used in this Agreement are defined in Exhibit A.
