ContractSubscription Agreement • August 10th, 2010 • Zea Capital Fund LLC • Delaware
Placement Agent Agreement ZEA CAPITAL FUND LLC (a Delaware limited liability company)Placement Agent Agreement • August 10th, 2010 • Zea Capital Fund LLC • Iowa
Zea Capital Fund LLC, a limited liability company organized under the Delaware Limited Liability Company Act (the “Fund”), proposes to offer publicly for subscription and to sell to subscribers acceptable to the Fund, upon the terms and subject to the conditions set forth in this Agreement and the Registration Statement (as defined in Section 1(a) hereof) and the Prospectus and Statement of Additional Information included therein, as either or both may from time to time be amended or supplemented, a minimum of 2,400,000 (the “Offering Minimum”) of the Common Units of the Fund (the “Units”) and a maximum of 6,400,000 of the Units at a price of $12.50 per Unit during the offering period of the Fund, as more fully described in the Prospectus and Statement of Additional Information.
ContractInvestment Advisory Agreement • June 14th, 2010 • Zea Capital Fund LLC • Delaware
Zea Capital Fund LLC Subscription AgreementSubscription Agreement • June 14th, 2010 • Zea Capital Fund LLC • Delaware
ContractSubscription Agreement • July 30th, 2010 • Zea Capital Fund LLC • Delaware
AMENDED AND RESTATED WARRANT TO PURCHASE CLASS A UNITSWarrant Agreement • December 21st, 2009 • Zea Capital Fund LLC • Delaware
THIS CERTIFIES THAT, for value received, Iowa Corn Opportunities, LLC, an Iowa limited liability company (the “Holder”), is entitled to subscribe for and purchase One Hundred Nineteen Thousand Five Hundred Sixty-Five (119,565) (the “Maximum Number”) Class A Units of Zea Capital Fund LLC, a Delaware limited liability company (the “Company”), subject to the limitations and adjustments set forth in Section 3 and Section 5 hereof.
TRADEMARK AND RESEARCH LICENSE AGREEMENTTrademark and Research License Agreement • December 21st, 2009 • Zea Capital Fund LLC • Iowa
THIS AGREEMENT is entered into the 2nd day of September, 2009 by and between the IOWA CORN GROWERS ASSOCIATION, a non-profit organization organized under the laws of the State of Iowa, having a place of business at 5505 NW 88th Street, Suite 100, Johnston, IA 50131, (“ICGA”), and ZEA CAPITAL FUND LLC, a Delaware limited liability company, having a place of business at 118 3rd Avenue SE, Suite 630, Cedar Rapids, Iowa 52401 (the "Company" or the “Fund”).
IMPOUND OF FUNDS AGREEMENTImpound of Funds Agreement • June 14th, 2010 • Zea Capital Fund LLC • Iowa
Zea Capital Fund LLC Third Amended and Restated Limited Liability Company Agreement June 8, 2010Limited Liability Company Agreement • June 14th, 2010 • Zea Capital Fund LLC • Delaware
WHEREAS, the Company has been formed to carry on business as set forth more particularly hereinafter and is authorized to issue an unlimited number of its limited liability company interests all in accordance with the provisions hereof;
ContractSales Agent Agreement • July 30th, 2010 • Zea Capital Fund LLC • Iowa
Zea Capital Fund LLC Subscription Agreement - Iowa PurchasersSubscription Agreement • June 14th, 2010 • Zea Capital Fund LLC • Delaware
ZEA CAPITAL FUND LLC SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2009 • Zea Capital Fund LLC
This Subscription Agreement (the “Agreement”) is made this 24th day of July, 2009 by and between Zea Capital Fund LLC, a Delaware limited liability company (the “Company”), and Iowa Corn Opportunities, LLC (“Subscriber”).
Form of Selling Agent Agreement] PO Box 908 Cedar Rapids, IA 52406-0908 ZEA CAPITAL FUND LLC SALES AGENT AGREEMENT Date: __________________________Selling Agent Agreement • June 14th, 2010 • Zea Capital Fund LLC • Iowa
The undersigned, Nations Financial Group, Inc., an Iowa corporation (the “Placement Agent”), has entered into an agreement (the “Placement Agreement”) with Zea Capital Fund LLC, a Delaware Limited Liability Company (the “Fund”) for the offering (the “Offering”) and sale of a minimum of 3,200,000 (the “Offering Minimum”) of the Common Units of the Fund (the “Units”) and a maximum of 6,400,000 of the Units at a price of $12.50 per Unit during the Offering Period of the Fund, pursuant to which the Placement Agent has agreed to use its best efforts to form and manage, as Placement Agent, a group of securities dealers (the “Selling Agents” or individually a “Selling Agent”) for the purpose of soliciting offers for the purchase of the Units. The terms of the Offering are set forth in a registration statement on Form N-2 (File No. 333-163888), and as a part thereof a prospectus and statement of additional information relating to the Units, prepared in conformity with the applicable requiremen
ZEA Capital Fund LLCSafekeeping Agreement • June 14th, 2010 • Zea Capital Fund LLC
This letter will confirm our agreement with respect to our designation of Cedar Rapids Bank and Trust Company (the “Bank”) as the safekeeping agent for the securities and similar investments of ZEA Capital Fund, LLC (the “Company”).
July 30, 2010Placement Agent Agreement • July 30th, 2010 • Zea Capital Fund LLC
We have acted as counsel for Zea Capital Fund, LLC, a Delaware limited liability company (the “Fund”) in connection with the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), of a registration statement on Form N-2 (File No. 333-163888) (the “Registration Statement”) relating to the issuance and sale by the Fund of a maximum of 6,400,000 of the Common Units of the Fund (the “Units”) pursuant to a Placement Agent Agreement, dated as of [_________, 2010] (the “Placement Agent Agreement”), between the Fund and you, as Placement Agent. The transactions described in the Transaction Documents (hereinafter defined) are herein collectively referred to as the “Transaction.” Except as otherwise indicated herein, capitalized terms used herein are defined as set forth in the Placement Agent Agreement.
IMPOUND OF FUNDS AGREEMENTImpound of Funds Agreement • July 30th, 2010 • Zea Capital Fund LLC • Iowa
THIS AGREEMENT (the “Agreement”) is entered into as of this 8th day of June, 2010, is by and between ZEA Capital Fund LLC, a Delaware limited liability company (the “Company”), and Cedar Rapids Bank & Trust Company (the “Impound Agent”). The Impound Agent is located at 500 1st Avenue NE Ste 100, Cedar Rapids, IA 52401.
Zea Capital Fund LLC First Amended and Restated Limited Liability Company Agreement December 18, 2009Limited Liability Company Agreement • December 21st, 2009 • Zea Capital Fund LLC • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ZEA CAPITAL FUND LLC, is made as of December 18, 2009 (the “Effective Date”).
SECOND AMENDED AND RESTATED WARRANT TO PURCHASE COMMON UNITSWarrant Agreement • June 14th, 2010 • Zea Capital Fund LLC • Delaware
THIS CERTIFIES THAT, for value received, Iowa Corn Opportunities, LLC, an Iowa limited liability company (the “Holder”), is entitled to subscribe for and purchase One Hundred Nineteen Thousand Five Hundred Sixty-Five (119,565) (the “Maximum Number”) Common Units of Zea Capital Fund LLC, a Delaware limited liability company (the “Company”), subject to the limitations and adjustments set forth in Section 3 and Section 5 hereof.
