0001019687-14-004862 Sample Contracts

STOCKHOLDERS AGREEMENT
Stockholders Agreement • December 31st, 2014 • Pacific Ethanol, Inc. • Industrial organic chemicals • Delaware

THIS STOCKHOLDERS AGREEMENT (the “Stockholders Agreement”), dated as of December 30, 2014, is by and among those entities holding shares of Aventine Renewable Energy Holdings, Inc. as set forth in the signature pages hereto (each a “Stockholder”; and collectively, “Stockholders”) and Pacific Ethanol, Inc., a Delaware corporation (“Parent”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • December 31st, 2014 • Pacific Ethanol, Inc. • Industrial organic chemicals • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of December 30, 2014 (the “Execution Date”), among PACIFIC ETHANOL, INC., a Delaware corporation (“Parent”), AVR MERGER SUB, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and AVENTINE RENEWABLE ENERGY HOLDINGS, INC., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is a “Party” and together, the “Parties.”

STOCKHOLDERS AGREEMENT
Stockholders Agreement • December 31st, 2014 • Pacific Ethanol, Inc. • Industrial organic chemicals • Delaware

THIS STOCKHOLDERS AGREEMENT (the “Stockholders Agreement”), dated as of December 30, 2014, is by and among the entity holding shares of Aventine Renewable Energy Holdings, Inc. as set forth in the signature pages hereto (the “Stockholder”) and Pacific Ethanol, Inc., a Delaware corporation (“Parent”).

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