AMENDED AND RESTATED OPERATING AGREEMENT OF ONE EARTH ENERGY, LLC Dated: Effective July 10, 2006Operating Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 10th day of July, 2006, by and among One Earth Energy, LLC, an Illinois 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.
ESCROW AGREEMENTEscrow Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS ESCROW AGREEMENT (this “Agreement”) is made this 10th day of July, 2006, by and between the Company, LLC, an Illinois limited liability company (the “Company”) and First Busey Trust, as escrow agent (the “Escrow Agent”).
ONE EARTH ENERGY, LLC SUBSCRIPTION AGREEMENT Class B Limited Liability Company Membership Units $5,000.00 per Class B Unit Minimum Investment of 5 Class B Units ($25,000) Increments of 1 Class B Unit Thereafter ($5,000)Subscription Agreement • July 12th, 2006 • One Earth Energy LLC
The undersigned subscriber (sometimes referred to as “you” or the “Subscriber”), desiring to become a member of One Earth Energy, LLC, an Illinois limited liability company, with its principal place of business at 1306 West 8th Street, Gibson City, Illinois (the “Company”), hereby subscribes for the purchase of Class B membership units (“Units”) of the Company, and agrees to pay the related purchase price, identified below.
LETTER OF INTENTLetter of Intent • July 12th, 2006 • One Earth Energy LLC
WHEREAS, Owner is an entity organized to facility the development and building of either a 50 MGY or a 100 MGY gas-fired fuel ethanol plant to be located near Gibson City, Illinois (the “Facility” or “Project”); and
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN ONE EARTH ENERGY, LLC AND FAGEN ENGINEERING, LLC December 13, 2005Engineering Services Agreement • July 12th, 2006 • One Earth Energy LLC • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of December 13, 2005, (the “Effective Date”) by and between One Earth Energy, LLC, an Illinois Limited Liability Company (the “Client") and Fagen Engineering, LLC a Minnesota Limited Liability Company (the “Engineer"). Each of the Client and Engineer are referred to herein individually as a “Party" and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective as of the 23rd day of March 2006 by and between One Earth Energy LLC, an Illinois limited liability company (“Company”), and Mitch Dawson, a resident of the State of Iowa (“Consultant”). The actual start date is contemplated to be April 17, 2006.
CONSULTING AGREEMENTConsulting Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
This Consulting Agreement (the “Agreement”) is made this 22 day of May , 2006 (the “Effective Date”), by and between Above Zero Media, LLC, a North Dakota limited liability company, with an address of 3049 24th Avenue SW Fargo, North Dakota 58103, (Above Zero Media), and One Earth Energy, LLC, an Illinois limited liability company, with an address of 1306 West 8th Street, Gibson City, IL 60936 (“Client”).
Prepared by and upon recordation return to Christopher Sackett, 666 Grand Avenue, Suite 2000, Des Moines, Iowa 50309; (515) 242-2400. OPTION AGREEMENTOption Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS OPTION AGREEMENT (the “Agreement”) is executed as of February 28 , 2006, by and between One Earth Energy, LLC, an Illinois limited liability company (“One Earth Energy”), and Edward E. Tucker and Cynthia J. Tucker, residents of the State of Illinois (collectively “Grantor”).
Prepared by and upon recordation return to Christopher Sackett, 666 Grand Avenue, Suite 2000, Des Moines, Iowa 50309; (515) 242-2400. OPTION AGREEMENTOption Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS OPTION AGREEMENT (the “Agreement”) is executed as of April 17 , 2006, by and between One Earth Energy, LLC, an Illinois limited liability company (“One Earth Energy”), and Lisa Foster, a resident of the State of Illinois (collectively “Grantor”).
REGISTRATION AGREEMENTRegistration Agreement • July 12th, 2006 • One Earth Energy LLC
THIS AGREEMENT is made as of July 11, 2006, by and among One Earth Energy, LLC, an Illinois limited liability company (the “Company”), and Farmers Energy One Earth, LLC, an Ohio limited liability company (the “Investor”).
Prepared by and upon recordation return to Christopher Sackett, 666 Grand Avenue, Suite 2000, Des Moines, Iowa 50309; (515) 242-2400. OPTION AGREEMENTOption Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS OPTION AGREEMENT (the “Agreement”) is executed as of April 18 , 2006, by and between One Earth Energy, LLC, an Illinois limited liability company (“One Earth Energy”), and the City of Gibson, Illinois, an Illinois municipal corporation (“Grantor”).
Prepared by and upon recordation return to Christopher Sackett, 666 Grand Avenue, Suite 2000, Des Moines, Iowa 50309; (515) 242-2400. OPTION AGREEMENTOption Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS OPTION AGREEMENT (the “Agreement”) is executed as of March 13 , 2006, by and between One Earth Energy, LLC, LLC, an Illinois limited liability company (“One Earth”), and Don Maxwell (“Grantor”).
