LOCK-UP AGREEMENT
EXHIBIT 10.12
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into this 6th day of November,
2006 by and between HOMELAND ENERGY SOLUTIONS, LLC (the “Company”), an Iowa limited liability
company, XXXXXXX XXXXXXX (“Xxxxxxx”), XXXXX XXXXXXX (“Xxxxxxx”), XXXXXXX XXXXXXXXX (“X.
Xxxxxxxxx”), XXX XXXXX (“Xxxxx”), XXXXX XXXXX (“Xxxxx”), XXXX XXXXXXX (“Xxxxxxx”), XXXXXX X. CORE
(“Core”) and XXXXX XXXXXXXXX (“X. Xxxxxxxxx”). Eastman, Boeding, B. Retterath, Boyle, Dietz,
Kuhlers, Core and X. Xxxxxxxxx are hereby collectively referred to herein as “Security Holders.”
The Agreement shall be filed with the Company.
WHEREAS, each of the Security Holders has received membership interests (“Units”) of the
Company pursuant to a Subscription Agreement with the Company; and
WHEREAS, the number of Units issued to each Security Holder under its respective Subscription
Agreement is set forth opposite its name on Schedule A attached to this Agreement (the Units listed
on Schedule A are hereinafter referred to as “Restricted Units”); and
WHEREAS, the Company has applied to, among others, the Office of the Kansas Securities
Commissioner and the Missouri Securities Division (collectively the “Divisions”), for registration
of 95,000 Units for sale to the residents of Kansas, Missouri and elsewhere, and as a condition of
registration the Security Holders and the Company agree to be bound by this Agreement and the
applicable rules and regulations of the Divisions.
NOW, THEREFORE, for and in consideration of the mutual promises and agreements hereinafter set
forth, the parties hereto agree as follows:
1. Prohibition on Transfers. Except as set forth in Section 3, the Security Holders
shall not, from the date of this Agreement and at any time prior to the date that is three (3)
years from the date the Company closes its initial registered offering of Units (the “Restricted
Period”), sell, assign, transfer, or grant any option for the sale of, or otherwise transfer or
dispose of, whether or not for consideration, any of the Restricted Units. Except for the
Restricted Units, this restriction on transfer shall not apply to any other Units of the Company
held by the Security Holders. Following the expiration of the Restricted Period, the prohibition
on transfers shall terminate and the Security Holders shall be allowed to transfer the Units.
2. Termination of Prohibition. The prohibition and restrictions on transfer of
Restricted Units shall terminate upon the earlier of:
(i) at the end of the Restricted Period; or
(ii) on the Divisions’ agreement to the release of the Units in response to a request
by the Company that the Units be released.
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3. Permitted Transfers. The Restricted Units may be transferred by will, or pursuant
to the laws of decent and distribution, or by operation of law, or by order of any court of
competent jurisdiction, but in all cases the Restricted Units shall remain subject to the
restrictions of this Agreement and subject to the terms of this Agreement until released pursuant
to Section 2 above.
4. Voting. The Security Holders shall have all voting rights to which the Restricted
Units are entitled.
5. Unit Splits. Any Units issued to the Security Holders resulting from any
distributions or splits of the Restricted Units shall be subject to the prohibitions and
restrictions under this Agreement.
6. Legend. A legend shall be placed on the back side of each certificate of the
Restricted Units which states that the sale or transfer of the Units evidenced by the certificate
is subject to the restrictions set forth in this Agreement.
7. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their heirs, successors and assigns.
8. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the state of Iowa.
9. Entire Agreement. This Agreement constitutes the entire Agreement among the
parties with respect to the subject matter hereof. This Agreement may be executed by any one or
more of the parties hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same instrument.
10. Termination. This Agreement shall terminate in its entirety when the prohibitions
and restrictions on transfers have expired or been released as provided in Section 2.
IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above
written.
COMPANY:
Homeland Energy Solutions, LLC
By:
|
/s/ Xxxxxxx Xxxxxxx | |
Its:
|
President | |
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SECURITY HOLDERS:
/s/ Xxxxxxx Xxxxxxx
|
/s/ Xxxx Xxxxxxx | |
Xxxxxxx Xxxxxxx
|
Xxxx Xxxxxxx | |
/s/ Xxxxx Xxxxxxx
|
/s/ Xxxxxx X. Core | |
Xxxxx Xxxxxxx
|
Xxxxxx X. Core | |
/s/ Xxxxxxx Xxxxxxxxx
|
/s/ Xxxxx Xxxxxxxxx | |
Xxxxxxx Xxxxxxxxx
|
Xxxxx Xxxxxxxxx | |
/s/ Xxx Xxxxx |
||
Xxx Xxxxx |
||
/s/ Xxxxx Xxxxx |
||
Xxxxx Xxxxx |
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SCHEDULE A
Restricted Units
Xxxxxxx Xxxxxxx |
75 Units | |||
Xxxxx Xxxxxxx |
75 Units | |||
Xxxxxxx Xxxxxxxxx |
75 Units | |||
Xxx Xxxxx |
75 Units | |||
Xxxxx Xxxxx |
75 Units | |||
Xxxx Xxxxxxx |
75 Units | |||
Xxxxxx X. Core |
50 Units | |||
Xxxxx Xxxxxxxxx |
400 Units | |||
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