AMENDED AND RESTATED OPERATING AGREEMENT OF FIRST UNITED ETHANOL, LLC Dated December 14, 2005Operating Agreement • December 23rd, 2005 • First United Ethanol LLC • Georgia
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 14 day of December, 2005, by and among First United Ethanol, LLC, a Georgia 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.
FIRST UNITED ETHANOL, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1,000 per Unit Minimum Investment of 20 Units ($20,000) 5 Unit Increments Thereafter ($5,000)Subscription Agreement • December 23rd, 2005 • First United Ethanol LLC
The undersigned subscriber, desiring to become a member of First United Ethanol, LLC (“FUEL”), a Georgia limited liability company, with its principal place of business 2 West Broad Street, Camilla, Georgia 31730 hereby subscribes for the purchase of the membership interests of FUEL, and agrees to pay the related purchase price, identified below.
LETTER OF INTENTLetter of Intent • December 23rd, 2005 • First United Ethanol LLC
WHEREAS, Owner is an entity organized to facilitate the development and building of a locally-owned 100 MGY gas-fired fuel ethanol plant near Camilla, Georgia (the “Facility” or “Project”); and
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • December 23rd, 2005 • First United Ethanol LLC
THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into this 14 day of March, 2005, between MITCHELL COUNTY RESEARCH GROUP, LLC (“Company”), a Georgia limited liability company having principal offices at 76 E. Broad Street ; and THOMPSON, HOFFMAN & COMPANY (“Consultant”), a Georgia corporation with principal offices at 2070 Buford Highway, Suite 1E, Buford, Georgia, 30518.
CONSULTING AGREEMENTConsulting Agreement • December 23rd, 2005 • First United Ethanol LLC • Georgia
This Consulting Agreement (the “Agreement") is made this 19 day of August , 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 Mitchell County Research Group, LLC, a Georgia limited liability company, with an address of P.O. Box 107, Camilla, Mitchell County, Georgia 31730 (“Client”).
ESCROW AGREEMENTEscrow Agreement • December 23rd, 2005 • First United Ethanol LLC • Georgia
THIS ESCROW AGREEMENT (this “Agreement”) is made this ___day of , 2005, by and between First United Ethanol, LLC a Georgia limited liability company (“FUEL”) and as escrow agent (the “Escrow Agent”).
