0001019687-13-001022 Sample Contracts

PACIFIC ETHANOL, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF MARCH 28, 2013
Indenture • March 28th, 2013 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York

INDENTURE, dated as of March 28, 2013, between PACIFIC ETHANOL, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”) and U.S BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).

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Subordinated Convertible Notes and Warrants to Purchase Shares of Common Stock PACIFIC ETHANOL, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 28th, 2013 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York
AMENDMENT AGREEMENT
Securities Purchase Agreement • March 28th, 2013 • Pacific Ethanol, Inc. • Industrial organic chemicals

This Amendment Agreement (the “Agreement”), dated as of March 28, 2013, is by and between Pacific Ethanol, Inc., a Delaware corporation with offices located at 400 Capitol Mall, Suite 2060, Sacramento, CA 95814 (the “Company”), and the holder identified on the signature page hereto (“Holder”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 28th, 2013 • Pacific Ethanol, Inc. • Industrial organic chemicals • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 28, 2013, is entered into by and among Pacific Ethanol, Inc., a Delaware corporation with offices located at 400 Capitol Mall, Suite 2060, Sacramento, CA 95814 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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