0001019687-12-004591 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2012 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ________ ___, 20__, is by and among Pacific Ethanol, Inc., a Delaware corporation with offices located at 400 Capitol Mall, Suite 2060, Sacramento, CA 95814 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

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FORM OF AGREEMENT FOR PURCHASE AND SALE OF UNITS IN NEW PE HOLDCO LLC
Purchase and Sale Agreement • December 19th, 2012 • 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 19, 2012, is made by and among [INVESTOR], a [____________](“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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 19th, 2012 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 19, 2012 by and among Pacific Ethanol, Inc., a Delaware corporation with headquarters located at 400 Capitol Mall, Suite 2060, Sacramento, CA 95814 (the “Company”), and the investors listed on the schedule of investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).

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