OPERATING AGREEMENT OF E ENERGY ADAMS, LLC Dated April 25, 2005Operating Agreement • October 7th, 2005 • E Energy Adams LLC • Nebraska
THIS OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 25th day of April, 2005, by and among E Energy Adams, LLC, a Nebraska limited liability company (the “Company”), each of the Persons (as hereinafter defined) who are identified as Members on the attached Exhibit “A” and who have executed a counterpart of this Agreement and a Subscription Agreement, and any other Persons as may from time-to-time be subsequently admitted as a Member of the Company in accordance with the terms of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 1.9.
E ENERGY ADAMS, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $10,000 per Unit Minimum Investment of 2 Units ($20,000) 1 Unit Increments Thereafter ($10,000)Subscription Agreement • October 7th, 2005 • E Energy Adams LLC
The undersigned subscriber (“Subscriber”), desiring to become a member of E Energy Adams, LLC (“E Energy Adams”), a Nebraska limited liability company, with its principal place of business at 510 Main Street, P.O. Box 49, Adams, Nebraska 68301 hereby subscribes for the purchase of membership units of E Energy Adams, and agrees to pay the related purchase price, identified below.
PROJECT DEVELOPMENT FEE AGREEMENTProject Development Fee Agreement • October 7th, 2005 • E Energy Adams LLC • Nebraska
THIS PROJECT DEVELOPMENT FEE AGREEMENT (“Agreement”) is entered into as of this 17th day of June , 2005 (“Effective Date”), by and between Jack L. Alderman, an individual (“Alderman”), and E Energy Adams, LLC (“Company”), a Nebraska limited liability Company.
OPTION AGREEMENTOption Agreement • October 7th, 2005 • E Energy Adams LLC
This Option Agreement is made and entered into on this 29th day of July 2005, by and between “Jean G. TenHulzen Revocable Trust” (the “Seller”), and E Energy Adams a Nebraska Limited Liability Company (the “Buyer”). For valuable consideration received, the receipt and sufficiency of which is hereby acknowledged, the Seller grants to the Buyer an option to purchase under the following terms and conditions.
AMENDMENT NUMBER ONE To LETTER OF INTENT (“LOI”) DATED APRIL 19, 2005 by and between FAGEN, INC. (“FAGEN”) and E ENERGY ADAMS, LLC (“OWNER”)Letter of Intent • October 7th, 2005 • E Energy Adams LLC
This Amendment Number One is entered into this 12th day of July, 2005, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and E Energy Adams, LLC, a Nebraska Limited Liability Company (“Owner”).
CONSULTING AGREEMENTConsulting Agreement • October 7th, 2005 • E Energy Adams LLC • Iowa
THIS CONSULTING AGREEMENT (the “Agreement”) is made the 13th day of May , 2005 (the “Effective Date”), by and between Bill Riechers, a resident of the state of South Dakota (“Riechers”) as “CONSULTANT” and E ENERGY ADAMS, LLC, of Adams, Nebraska, a Nebraska limited liability company (“Client”).
ASSIGNMENT OF OPTION AGREEMENTAssignment of Option Agreement • October 7th, 2005 • E Energy Adams LLC
THIS AGREEMENT is made and entered into on this 19th day of July, 2005, by and between Gage County Economic Development, Inc., a Nebraska corporation (hereinafter referred to as “Assignor”), and E Energy Adams, LLC, a Nebraska limited liability company (hereinafter referred to as “Assignee”).
ENERGY MANAGEMENT AGREEMENT (Site Development and Operations)Energy Management Agreement • October 7th, 2005 • E Energy Adams LLC • Minnesota
The purpose of this Agreement is to set forth the understanding and agreement between U.S. Energy Services, Inc. (“U.S. Energy”) and E-Energy Adams, LLC (“Client”) related to the provision of energy management services.
ESCROW AGREEMENTEscrow Agreement • October 7th, 2005 • E Energy Adams LLC • Nebraska
THIS ESCROW AGREEMENT (this “Agreement”) is made this ___day of October, 2005, by and between E Energy Adams, LLC a Nebraska limited liability company (“E Energy Adams”) and Union Bank & Trust Company as escrow agent (the “Escrow Agent”).
AMENDMENT NUMBER TWO To LETTER OF INTENT (“LOI”) DATED APRIL 19, 2005 By and between FAGEN, INC. And E ENERGY ADAMS, LLCLetter of Intent • October 7th, 2005 • E Energy Adams LLC
This Amendment Number Two is entered into this 5th day of October, 2005, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and E Energy Adams, LLC, a Nebraska Limited Liability Company (“Owner).
PROJECT DEVELOPMENT FEE AGREEMENTProject Development Fee Agreement • October 7th, 2005 • E Energy Adams LLC • Nebraska
THIS PROJECT DEVELOPMENT FEE AGREEMENT (“Agreement”) is entered into as of this 13th day of May , 2005 (“Effective Date”), by and between Everett W. Larson, an individual (“Larson”), and E Energy Adams, LLC (“Company”), a Nebraska limited liability Company.
LETTER OF INTENTLetter of Intent • October 7th, 2005 • E Energy Adams LLC
WHEREAS, Owner is an entity organized to facilitate the development and building of a locally-owned 50 MGY gas-fired fuel ethanol plant in Adams, Nebraska (the “Facility” or “Project”);
