AGASSIZ ENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000) 20,000 Unit Increments Thereafter ($20,000)Subscription Agreement • April 5th, 2006 • Agassiz Energy, LLC
The undersigned subscriber, desiring to become a member of Agassiz Energy, LLC (“Agassiz Energy”), a Minnesota limited liability company, with its principal place of business at 510 County Road 71, Valley Technology Park, Crookston, Minnesota 56716, hereby subscribes for the purchase of the membership interests of Agassiz Energy, and agrees to pay the related purchase price, identified below.
AGREEMENT FOR PROFESSIONAL SERVICES (Agassiz Energy, LLC.).Professional Services • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
In consideration of the mutual covenants and agreements hereinafter contained, and intending to be bound legally thereby, it is agreed as follows:
Agricultural Utilization Research Institute Agricultural Innovation Center (AIC) Minnesota’s Center For Producer-Owned Energy Green Field Energy Program COLLABORATION AGREEMENTCollaboration Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
COLLABORATION AGREEMENT made by Agricultural Utilization Research Institute (AURI)/Minnesota’s Center For Producer-Owned Energy hereinafter referred to as Agricultural Innovation Center (AIC) and New Harvest Ethanol (NHE), Federal Tax Identification Number 41-1991009, and State Tax Identification Number 5247824 AURI/AIC Project Number AIC004.
OPTION TO PURCHASE REAL PROPERTYOption to Purchase Real Property • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
CONSIDERATION of Five Thousand Dollars ($5,000), paid to David M. Czech and De ores R. Czech, husband and wife, hereinafter referred to as “Sellers,” receipt of which is acknowledged, Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to as “Purchaser,” and Purchaser’s successors and assigns, the exclusive option to purchase the real property Sellers situated in the County of Polk, State of Minnesota, particularly described as:
United States Department of Agriculture Rural Business-Cooperative Service Value-Added Agricultural Product Market Development Grant Agreement (VADG)Value-Added Agricultural Product Market Development Grant Agreement • April 5th, 2006 • Agassiz Energy, LLC
This Grant Agreement (Agreement) dated March 14, 2005 between Agassiz Energy, LLC (Grantee), and the United States of America, acting through the Rural Business-Cooperative Service of the Department of Agriculture (Grantor), for $170,000 in grant funds under the VADG program, delineates the agreement of the parties.
OPTION TO PURCHASE REAL PROPERTYOption to Purchase Real Property • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
IF CONSIDERATION of Five Thousand Dollars ($5,000), paid to Randy Kroeplin and Jennifer Kroeplin, husband and wife, hereinafter referred to as “Sellers,” receipt of which is acknowledged, Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to as “Purchaser,” and Purchaser’s successors and assigns, the exclusive option to purchase the real property Sellers situated in the County of Polk, State of Minnesota, particularly described as:
OPTION TO PURCHASE REAL PROPERTYOption to Purchase Real Property • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
IN CONSIDERATION of Twenty Thousand Dollars ($20,000), paid to Warren Mitchell Thompson and Henrietta P. Thompson, husband and wife, hereinafter referred to as “Sellers,” receipt of which is acknowledged, Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to as “Purchaser,” and Purchaser’s successors and assigns, the exclusive option to purchase the real property Sellers situated in the County of Polk, State of Minnesota, particularly described as:
AMENDED AND RESTATED OPERATING AGREEMENT OF AGASSIZ ENERGY, LLC A MINNESOTA LIMITED LIABILITY COMPANY ORGANIZED UNDER MINNESOTA STATUTES CHAPTER 322B.Operating Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
Pursuant to Section 7.7 of the Operating Agreement of Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”) dated November 4, 2004, the undersigned, being all of the governors of the Company, hereby adopt this Amended and Restated Operating Agreement.
RE: Memorandum of Understanding for 50 MMGY Ethanol Plant in Erskine, Minnesota Preconstruction Services/Design Development and EPC Contract intent between the Bio-Renewable Group and Agassiz Energy, LLC.Memorandum of Understanding • April 5th, 2006 • Agassiz Energy, LLC
Agassiz Energy, L.L.C. (hereinafter referred to as Agassiz) is currently in the process of developing an ethanol production facility having a design capacity of 50 million gallons of ethanol per year including DDGS and C02 as co-products utilizing corn and Barley as the feed stock to be constructed in Erskine, Minnesota (the “Project”). Agassiz is agreeable in principle to having Wanzek Construction, Inc. (hereinafter referred to as “Bio-Renewable Group”) perform engineering, procurement, construction (“EPC”) and related services for the Project.
ASSIGNMENTAssignment • April 5th, 2006 • Agassiz Energy, LLC
THIS ASSIGNMENT, made this 13th day of April, 2005, between New Harvest Cooperative, also known as New Harvest Ethanol, a Minnesota 308A cooperative corporation, (the “Assignor”), and Agassiz Energy, LLC, a Minnesota limited liability company, (the “Assignee”).
GENERAL SERVICE AGREEMENTGeneral Service Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
This General Service Agreement (“Agreement”) made this 28th day of March 2006, by and between the Utility Engineering Corporation (“Consultant”), and Agassiz Energy LLC (“Company”), (sometimes referred to individually as “Party” or collectively as “Parties).
AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF AGASSIZ ENERGY, LLC Dated: Effective March 31, 2006Member Control Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (this “Agreement”) is entered into effective as of the 31st day of March, 2006, by and among Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A”, and any other Persons that may from time to time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.6. This Agreement amends and restates the Member Control Agreement between the parties hereto dated November 4, 2004.
