Attention: Roberto M. Lewis Dear Sirs, RE: PUT AND CALL AGREEMENT (VBV) & PUT AND CALL AGREEMENT (GPRE) DATED 1 APRIL 2008
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Bioverda
US Holdings LLC
Xxx Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Wilon
Holdings S.A.
53rdrd E Street
Urbanizacion Marbella
MGM Tower, 16th Floor
Panama, Republic of Panama
1 October 2008
Attention: Xxxxxxx X. Xxxxx
Dear Sirs,
RE: PUT AND CALL AGREEMENT (VBV) & PUT AND CALL AGREEMENT (GPRE) DATED 1 APRIL 2008
In terms of clause 2.2 and 2.3 of the two above agreements, Bioverda US Holdings herewith gives notice that it is exercising its right to Put the GPRE shares to be issued to it following the closing of the GPRE and VBV merger transactions on the 14th of October 2008.
Please find attached the relevant Put Options Notice for each agreement in the format of Exhibit A of each agreement.
The Put Options Closing Date for each shall be Friday 31st of October 2008.
Yours sincerely
/s/ XXX XXXXX
Xxx
Xxxxx
Bioverda US Holdings
Copy
to:
TRUECO Truehand-Gesellschaft
Xxxxxxxxxxxxxxx 00, Xxxxxxxx 0000
XX-0000 Xxxxxx, Xxxxxxxxxxx
Attention: Xxxxxx Xxxxxx and Xxxxxx Xxxxx
F-1
Exhibit A
PUT OPTION NOTICE (VBV)
To: Wilon Holdings S.A.
Dated: 1 October 2008
The undersigned, pursuant to the provisions set forth in the Put and Call Agreement (VBV) dated as of April 1, 2008 among Bioverda US Holdings LLC, Bioverda International Holdings Limited and Wilon Holdings S.A., hereby requires Wilon Holdings S.A. to purchase 74 (seventy four) Common Units representing membership interests in VBV LLC and make payment in full there for at the Put Option Purchase Price in the amount of US$6,722,100 (US Dollars six million seven hundred and twenty two thousand one hundred). For purposes of this Notice, the Put Option Closing Date shall be 31 October, 2008.
If on the date of the Put Option Closing date the GPRE merger has closed and GPRE units have been issued to Bioverda US Holdings LLC, the equivalent 555,747 (five hundred and fifty five thousand and seven hundred and seven) shares in GPRE as issued to Bioverda US Holdings shall be transferred to Wilon.
BIOVERDA US HOLDINGS LLC
By:
/s/ XXX XXXXX
Name:
Xxx Xxxxx
Title: Chairman
F-2
Bioverda
US Holdings LLC
Xxx Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Wilon
Holdings S.A.
53rd E Street
Urbanizacion Marbella
MGM Tower, 16th Floor
Panama, Republic of Panama
15 October 2008
Fax number: 00000 000 0000
Dear Sirs,
RE: PUT AND CALL AGREEMENT (VBV) & PUT AND CALL AGREEMENT (GPRE) DATED 1 APRIL 2008
Further to our notice dated 1 October 2008 in terms of clause 2.2 and 2.3 of the two above agreements, regarding Bioverda US Holdings giving notice that it is exercising its right to Put the GPRE shares to be issued to it following the closing of the GPRE and VBV merger transaction on the 14th of October 2008, we attach the amended notice with the updated share number as agreed between the parties.
Please find attached the relevant Put Option Notice for each agreement in the format of Exhibit A of each agreement.
The Put Options Closing Date for each shall remain Friday 31st of October 2008.
Yours sincerely
Xxx
Xxxxx
Bioverda US Holdings
Copy
to:
Fax number: x00 00 000 00 00
TREUCO AG
Xxxxxxxxxxxxxxx 00, Xxxxxxxx 0000
XX-0000 Xxxxxx, Xxxxxxxxxxx
Attention: Xxxxxx Xxxxxx and Xxxxxx Xxxxx
F-3
PUT OPTION NOTICE (VBV)
(As Amended 15 October 2008)
To:
Wilon Holdings S.A.
Dated: 1 October 2008, amended 15 October 2008 per agreement between the parties.
The undersigned, pursuant to the provisions set forth in the Put and Call Agreement (VBV) dated as of April 1, 2008 among Bioverda US Holdings LLC, Bioverda International Holdings Limited and Wilon Holdings S.A., hereby requires Wilon Holdings S.A. to purchase 74 (seventy four) Common Units representing membership interests in VBV LLC and make payment in full there for at the Put Option Purchase Price in the amount of US$6,722,100 (US Dollars six million seven hundred and twenty two thousand one hundred). For purposes of this Notice, the Put Option Closing Date shall be 31 October, 2008.
If on the date of the Put Option Closing date the GPRE merger has closed and GPRE units have been issued to Bioverda US Holdings LLC, the equivalent 554,879 (five hundred and fifty four thousand eight hundred and seventy nine) shares in GPRE as issued to Bioverda US Holdings shall be transferred to Wilon.
BIOVERDA US HOLDINGS LLC
By: /s/ XXX XXXXX
Name:
Xxx Xxxxx
Title: Chairman
F-4
