AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF MINNERGY, LLC Dated: Effective May 4, 2007Member Control Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effect as of the 4th day of May, 2007, by and among MinnErgy, 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 1.10.
NATURAL RESOURCE GROUP, INC. AGREEMENT FOR PROFESSIONAL SERVICES (Minergy)Professional Services • May 14th, 2007 • Minnergy LLC • Minnesota
PARTIES: Natural Resource Group, Inc., a corporation Organized under and pursuant to the laws or the Stale of Minnesota (hereinafter “NRG”)
PROJECT DEVELOPMENT AGREEMENT BETWEEN MINNERGY, LLC AND DELTA-T CORPORATIONProject Development Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
This Agreement is entered into this 25th day of August , 2006 by and between DELTA-T Corporation, a Virginia corporation located at 323 Alexander Lee Parkway, Williamsburg, Virginia 23185, USA (hereinafter “DELTA-T”), and MinnErgy, LLC, a Minnesota limited liability company (hereinafter “Client”), which parties may be referred to individually as a “Party” or jointly as the “Parties.”
AGREEMENT TO TERMINATE PROJECT DEVELOPMENT AGREEMENT AND MUTUAL RELEASETermination Agreement • May 14th, 2007 • Minnergy LLC
THIS AGREEMENT TO TERMINATE PROJECT DEVELOPMENT AGREEMENT AND MUTUAL RELEASE, (the “Termination Agreement”) made and entered into this 13 day of February, 2007, by and between Delta-T Corporation, a corporation having its principal offices at 323 Alexander Lee Parkway, Williamsburg, Virginia 23185 (“Delta-T”) and MinnErgy, LLC (“MinnErgy”), a Minnesota limited liability company having it principal offices at 4455 Theurer Blvd., Winona, Minnesota 55987.
REAL ESTATE OPTION AGREEMENTReal Estate Option Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
THIS AGREEMENT is made this ___day of May, 2006, by and between Dakota Minnesota and Eastern Railroad Corporation (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”).
MINNERGY, LLC LETTERHEAD August 7, 2006 Gary D. Allen and Linda M. Allen 3922 125th Ave SE Eyota, MN 55934 Dana Allen 11304 19th Street SE Eyota, MN 55934 William Oehler Ward & Oehler, Ltd. 1765 Greenview Drive SW Rochester, MN 55902Real Estate Option Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
Re: Real Estate Option Agreement dated June 12, 2006 between Gary D. Allen and Linda M. Allen, husband and wife, and Dana Allen, a single person (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
MINNERGY LETTERHEAD July 11, 2006 Isabelle O. Timm 15 Second Street NW Utica, MN 55979 Jerry Kellum 1600 Gilmore Avenue Winona, MN 55987Real Estate Option Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
Re: Real Estate Option Agreement dated May 17, 2006 between Isabelle O. Timm, a single person (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
May 10, 2007 Steven C. VonWald 10531 40th Street SE Eyota, MN 55934 Robert Suk Suite 104 2434 Superior Street NW Rochester, MN 55901Real Estate Option Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
Re: Real Estate Option Agreement dated May 12, 2006 between Steven C. VonWald, a single person (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000) 5,000 Unit Increments Thereafter ($5,000)Subscription Agreement • May 14th, 2007 • Minnergy LLC
The undersigned subscriber (“Subscriber”), desiring to become a member of MinnErgy, LLC (“MinnErgy”), a Minnesota limited liability company, with its principal place of business at 4455 Theurer Boulevard, PO Box 186, Winona, Minnesota 55987 hereby subscribes for the purchase of membership units of MinnErgy, and agrees to pay the related purchase price, identified below.
February 16, 2007 Mr. Ron Scherbring MinnErgy, LLC Eyota, MN Dear Ron:Service Agreement • May 14th, 2007 • Minnergy LLC
This document serves as the service agreement between US Water Services and MinnErgy, LLC for the 50 MMgy ethanol plant to be located in Eyota, MN. Signing the service agreement shows the MinnErgy, LLC’s 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.
ESCROW AGREEMENTEscrow Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
THIS ESCROW AGREEMENT (this “Agreement”) is made this 9th day of May, 2007, by and between MinnErgy, LLC a Minnesota limited liability company (“MinnErgy”) and Winona National Bank as escrow agent (the “Escrow Agent”).
AGREEMENT FOR FIELD SERVICESAgreement for Field Services • May 14th, 2007 • Minnergy LLC • Minnesota
A corporation organized under and pursuant to the laws of the State of Minnesota. Thein Well Company, hereinafter “Contractor”.
