AGREEMENT AND PLAN OF MERGER by and among PACIFIC ETHANOL CENTRAL, LLC, ICP MERGER SUB, LLC, ILLINOIS CORN PROCESSING, LLC, ILLINOIS CORN PROCESSING HOLDINGS INC. and MGPI PROCESSING, INC. Dated as of June 26, 2017Agreement and Plan of Merger • June 27th, 2017 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 26, 2017, by and among Pacific Ethanol Central, LLC, a Delaware limited liability company (“Buyer”), ICP Merger Sub, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Buyer (“Merger Sub”), Illinois Corn Processing, LLC, a Delaware limited liability company (the “Company”), Illinois Corn Processing Holdings Inc., a Delaware corporation (“Holdings”), and MGPI Processing, Inc., a Kansas corporation (“MGP” and, collectively with Holdings, the “Sellers”). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in Article II.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 27th, 2017 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York
THIS NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June 26, 2017 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”).
