ETHANOL GRAIN PROCESSORS, LLC AMENDMENT TO SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
Exhibit 10.6.1
AMENDMENT TO
SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
THIS AMENDMENT TO SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT (this “Amendment”) is entered into and made effective as of March 16, 2006, by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company with principal executive offices located at 0000 XxXxxxxx Xxxx, Xxxxx, Xxxxxxxxx 00000, and mailing office address of X.X. Xxx 00, Xxxxx, Xxxxxxxxx 00000 (the “Company”), and Xxxxx Energy, Inc., a Minnesota corporation with principal executive office located at 000 X. Xxxxxxx 000, X.X. Xxx 000, Xxxxxxx Xxxxx, Xxxxxxxxx 00000 (the “Subscriber”).
R E C I T A L S
A. Pursuant to a certain Subscription and Investment Representation Agreement dated December 2, 2005 (the “Agreement”) received and accepted by the Company in connection with a private escrow offering, the Subscriber is entitled to receive 1,250,000 of the Company’s units at a price of $2.00 per unit at financial closing (as defined in the Agreement).
B. The Agreement provided for an additional 125,000 of units as an early subscription incentive and 50,000 units as a volume subscription incentive to be issued at financial closing, based upon the Company’s then-current plan to conduct a primary equity offering upon similar terms including early subscription and volume subscription incentives.
C. The Company has since modified its financing plans, as part of which it has decided to conduct its primary equity offering at the same price of $2.00 per unit but without any early subscription or volume subscription incentives.
D. In order to conform the Agreement to the anticipated terms of the primary equity offering, and to enable the Company to proceed with the primary equity offering, the parties hereto mutually desire to amend the Agreement to remove the early subscription and volume subscription incentives.
W I T N E S S E T H
In consideration of the premises and mutual promises contained herein, and other good and valuable consideration, the parties hereby agree as follows:
1. The provisions regarding early subscription and volume subscription incentives set forth in Section 1(f) of the Agreement are stricken in their entirety.
2. The Company agrees that, if the terms of its planned primary equity offering ultimately include any early subscription incentives or volume subscription incentives, then the Subscriber shall be entitled to similar incentives based upon the time and amount of the subscription made under the Agreement.
3. Except to the extent amended hereby, all other terms and conditions of the Agreement are confirmed and remain in full force and effect.
IN WITNESS WHEREOF, this Amendment to Subscription and Investment Representation Agreement is executed as of the date first written above.
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XXXXX ENERGY, INC. |
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By |
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/s/ Xxx Xxxxx |
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Name: |
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Xxx Xxxxx |
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Title: |
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Sec./Treas. |
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ETHANOL GRAIN PROCESSORS, LLC |
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By |
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/s/ Xxxxx X. Xxxxxxxxx |
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Name: |
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Xxxxx X. Xxxxxxxxx |
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Title: |
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Chief Executive Officer |
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