0001019687-13-002514 Sample Contracts

Pacific Ethanol, Inc. Sacramento, CA 95814 December 26, 2012
Letter Agreement • June 28th, 2013 • Pacific Ethanol, Inc. • Industrial organic chemicals • Delaware

This letter agreement (the “Letter Agreement”) is provided with respect to certain rights of the undersigned holders (collectively, the “Holders”) of shares of Series B Cumulative Convertible Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”), of Pacific Ethanol, Inc. (the “Company”) under the Company’s Certificate of Designations, Powers, Preferences, and Rights of the Series B Cumulative Convertible Preferred Stock (the “Series B Certificate of Designations”).

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FOURTH AMENDMENT TO PROMISSORY NOTE
Promissory Note • June 28th, 2013 • Pacific Ethanol, Inc. • Industrial organic chemicals

THIS FOURTH AMENDMENT TO PROMISSORY NOTE, is entered into as of February 7, 2013, by PACIFIC ETHANOL, INC., a Delaware corporation (“Borrower”) and NEIL M. KOEHLER or his assigns (“Lender”).

AGREEMENT FOR PURCHASE AND SALE OF LOANS AND UNITS
Purchase and Sale Agreement • June 28th, 2013 • Pacific Ethanol, Inc. • Industrial organic chemicals • Delaware

THIS AGREEMENT FOR PURCHASE AND SALE OF LOANS AND UNITS (“Agreement”) dated as of March 27, 2013, is made by and among Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (“Rabobank”) and Series G of Special Assets Equity Holdings Series, LLC (“Series G”) (Rabobank and Series G, collectively, “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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