6,000,000 Shares of Common Stock and Warrants to Purchase 3,000,000 Shares of Common Stock PACIFIC ETHANOL, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 23rd, 2008 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York
PACIFIC ETHANOL, INC. Warrant To Purchase Common StockPacific Ethanol, Inc. • May 23rd, 2008 • Industrial organic chemicals • New York
Pacific Ethanol, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [___________], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date six (6) months after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [_________] ([_______]) fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Secti
PACIFIC ETHANOL, INC. WARRANTPacific Ethanol, Inc. • May 23rd, 2008 • Industrial organic chemicals • California
Pacific Ethanol, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, _______________ or his registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of __________ shares of common stock, $.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $7.00 per share (as adjusted from time to time as provided in Section 8, the “Exercise Price”), subject to the terms and conditions contained herein. This Warrant (this “Warrant”) is issued in connection with the purchase by _______________ of shares of the Company’s Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”) pursuant to the terms and conditions of that certain Securities Purchase Agreement dated May ___, 2008 between the Company and _______________ (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shal
Pacific Ethanol, Inc. Sacramento, CA 95814 May 22, 2008Letter Agreement • May 23rd, 2008 • Pacific Ethanol, Inc. • Industrial organic chemicals
This side letter agreement (the “Letter Agreement”) is provided with reference to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated May 20, 2008, by and between Pacific Ethanol, Inc., a Delaware corporation (the “Company”), Neil M. Koehler, Bill Jones, Paul P. Koehler and Thomas D. Koehler (each, a “Purchaser” and collectively, the “Purchasers”), with reference to the Company’s Certificate of Designations, Powers, Preferences, and Rights of the Series B Cumulative Convertible Preferred Stock (the “Series B Certificate of Designations”) with respect to its Series B Cumulative Convertible Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”). Capitalized terms not defined herein shall have the respective meanings given to such terms in the Securities Purchase Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 23rd, 2008 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York
Delivery versus payment (“DVP”) through the Depository Trust Company (“DTC”) (i.e., at closing, the Company shall issue Shares registered in the Investor’s name and address as set forth below and released by American Stock Transfer & Trust Company (the “Transfer Agent”) directly to the account(s) at Lazard Capital Markets LLC (“LCM”) identified by the Investor; upon receipt of such Shares, LCM shall promptly electronically deliver such shares to the Investor, and simultaneously therewith payment shall be made by LCM by wire transfer to the Company) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2008 • Pacific Ethanol, Inc. • Industrial organic chemicals • California
THIS SECURITIES PURCHASE AGREEMENT is made on May 20, 2008 (the “Agreement”), by and between Pacific Ethanol, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”).
