0001019687-11-003900 Sample Contracts

AGREEMENT FOR PURCHASE AND SALE OF UNITS IN NEW PE HOLDCO LLC
Agreement for Purchase and Sale • December 22nd, 2011 • Pacific Ethanol, Inc. • Industrial organic chemicals • Delaware

THIS AGREEMENT FOR PURCHASE AND SALE OF UNITS IN NEW PE HOLDCO LLC, (“Agreement”) dated as of December 9, 2011, is made by and among Wexford Catalyst Investors LLC, a Delaware limited liability company ( “Seller”) and Pacific Ethanol, Inc., a Delaware corporation (“Buyer”). Unless otherwise defined in this Agreement, capitalized terms used in this Agreement are defined in Exhibit A.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 22nd, 2011 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York
AGREEMENT FOR PURCHASE AND SALE OF UNITS IN NEW PE HOLDCO LLC
Agreement for Purchase • December 22nd, 2011 • Pacific Ethanol, Inc. • Industrial organic chemicals • Delaware

THIS AGREEMENT FOR PURCHASE AND SALE OF UNITS IN NEW PE HOLDCO LLC, (“Agreement”) dated as of December 8, 2011, is made by and among Candlewood Special Situations Fund, L.P., a Delaware limited partnership (“Seller”) and Pacific Ethanol, Inc., a Delaware corporation (“Buyer”). Unless otherwise defined in this Agreement, capitalized terms used in this Agreement are defined in Exhibit A.

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