MEMBER CONTROL AGREEMENT OF GOLD ENERGY, LLC Dated: Effective NOVEMBER 9, 2005Member Control Agreement • November 30th, 2005 • Gold Energy LLC • North Dakota
THIS MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effective as of the 9th day of November, 2005, by and among Gold Energy, LLC, a North Dakota 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 1.10.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 30th, 2005 • Gold Energy LLC • Minnesota
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into effective as of the day of August, 2005 (the “Effective Date”), by and among: GOLD ENERGY, LLC a Minnesota limited liability company (hereafter referred to as “Company”); and MICHELLE SWENSON, a resident of the State of Minnesota (hereafter referred to as “Contractor”).
ContractGold Energy LLC • November 30th, 2005
This document serves as the service agreement between US Water Services / Utility Chemical Inc and Gold Energy LLC. Signing the service agreement shows the customers intent to utilize US Water Services as the water treatment supplier. Signing the LOI will allow US Water Service to commit to the necessary resources and equipment
REAL ESTATE OPTION AGREEMENTReal Estate Option Agreement • November 30th, 2005 • Gold Energy LLC
THIS REAL ESTATE OPTION AGREEMENT (“Agreement”) is made this 21 day of September , 2005, by and between Burdick N. Richardson Trust (hereinafter referred to as “Optionor”) and Gold Energy, LLC, a Minnesota limited liability company (hereinafter referred to as “Optionee”).
SERVICES CONTRACTServices Contract • November 30th, 2005 • Gold Energy LLC • North Dakota
THE SERVICES CONTRACT (hereinafter the Agreement”), is made this 17th day of October, 2005, by and between Moore Engineering, Inc., a North Dakota corporation, (hereinafter “Engineer”), and Gold Energy, LLC, a Minnesota limited liability company, (hereinafter “Owner”).
GOLD ENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1,000.00 per Unit Minimum Investment of 25 Units ($25,000) 1 Unit Increments Thereafter ($1,000)Subscription Agreement • November 30th, 2005 • Gold Energy LLC
The undersigned subscriber, desiring to become a member of Gold Energy, LLC (“Gold Energy”), a North Dakota limited liability company, with its principal place of business at 1183 6th Street South, Wahpeton, North Dakota 58075, hereby subscribes for the purchase of the membership interests of Gold Energy, and agrees to pay the related purchase price, identified below.
REAL ESTATE OPTION AGREEMENTReal Estate Option Agreement • November 30th, 2005 • Gold Energy LLC
THIS REAL ESTATE OPTION AGREEMENT (“Agreement”) is made this 28 day of September , 2005, by and between James, Dan and William Dotzenrod Farm Partnership, a North Dakota general partnership (hereinafter referred to as “Optionor”) and Gold Energy, LLC, a Minnesota company (hereinafter referred to as “Optionee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 30th, 2005 • Gold Energy LLC
THIS AGREEMENT AND PLAN OF MERGER (the “Plan and Agreement”) is hereby adopted and entered into this 9th day of November, 2005, by and between Gold Energy, LLC, a Minnesota limited liability company (“Gold Energy Minnesota”), and Gold Energy, LLC, a North Dakota limited liability company (“Gold Energy North Dakota”), said entities also collectively referred to in this Plan and Agreement as the “Constituent Entities.”
Barr Engineering Company Logo] July 19, 2005 Mr. Dan Skolness Gold Energy LLC 1183 6th street south Wahpeton, ND 58075 Re: Agreement for Gold Energy LLC Dear Mr. Skolness:Gold Energy LLC • November 30th, 2005
This Agreement will be effective fore the duration of the services unless earlier terminated by either you or us. We will commence work upon receipt of a copy of this letter signed by you and have formalized a scope of work and estimate of cost and schedule. For the services provided, you will pay us according to the attached Standard Terms. We will bill you on a four week cycle. The cost of the services will be agreed upon prior to performing any work.
SERVICES CONTRACTServices Contract • November 30th, 2005 • Gold Energy LLC • North Dakota
THE SERVICES CONTRACT (hereinafter the “Agreement””), is made this 13 day of July, 2005, by and between R & R Contracting, Inc., a North Dakota corporation, (hereinafter “Engineer”), and Gold Energy, LLC, a Minnesota limited liability company, (hereinafter “Owner”).
REAL ESTATE OPTION AGREEMENTReal Estate Option Agreement • November 30th, 2005 • Gold Energy LLC
THIS REAL ESTATE OPTION AGREEMENT (“Agreement”) is made this 29th day of August, 2005, by and between Hankinson Community Development Corporation, Incorporated, a corporation (hereinafter referred to as “Optionor”) and Gold Energy, LLC, a Minnesota limited liability company (hereinafter referred to as “Optionee”).
AMENDED AN RESTAED ESCROW AGREEMENTRestaed Escrow Agreement • November 30th, 2005 • Gold Energy LLC • Minnesota
This Amended and Restated Escrow Agreement (the “Agreement”) dated as of , 2005 is by and between, Gold Energy, LLC, a North Dakota limited liability company (the “Company”) and the Bremer Trust, National Association (the “Escrow Agent”), (the “Escrow Agent” and the “Company” may also be hereinafter referred to as the “Parties”).
COMMERICAL LEASECommerical Lease • November 30th, 2005 • Gold Energy LLC
This Lease is make this 1st day of August 2005 by and between Tri-State Aviation, Inc at 1251 Pegasus Road, Wahpeton, ND 58075 (hereinafter “Landlord”) and Gold Energy, LLC at 1183 6th St S, Wahpeton, ND 58075 (hereinafter “Tenant”). In consideration for the mutual promises and covenants contained herein, and for other good and valuable consideration, the parties hereby agree as follows:
SERVICE AGREEMENT BETWEEN ICM, INC. AND Red River [Hand crossed out and written: Gold Energy LLC]Service Agreement • November 30th, 2005 • Gold Energy LLC • Kansas
THIS AGREEMENT is entered into between ICM, INC. hereinafter called “Consultant”, and Red River [Hand crossed out and written: Gold Energy] hereinafter called “Client”. In consideration of the convents herein contained and upon subject to the mutual terms and conditions set forth herein, the parties hereto agree as follows:
CONSULTING AGREEMENTConsulting Agreement • November 30th, 2005 • Gold Energy LLC • Minnesota
This Consulting Agreement (the “Agreement”) is made this 6 day of July , 2005 (the “Effective Date”), by and between BioEnergy Capital Consultants, LLC, a South Dakota limited liability company, with an address of 44095 212th Street, Lake Preston, South Dakota 57249 (“BioEnergy”), and Gold Energy, LLC, a Minnesota limited liability company, with an address of 1183 6th Street South, Wahpeton, North Dakota 58075 (“Client”).
ENERGY MANAGEMENT AGREEMENT (Site Development and Operations)Energy Management Agreement • November 30th, 2005 • Gold Energy 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 Red River Energy (“Client”) related to the provision of energy management services.
