SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF MINNERGY, LLC Dated: Effective , 2007Member Control Agreement • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota
THIS SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effect as of the day of , 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.
MINNERGY, LLC 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 • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals
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.
ENERGY MANAGEMENT AGREEMENT (Site Development and Operations)Energy Management Agreement • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota
The purpose of this Agreement is to set forth the understanding and agreement between U.S. Energy Services, Inc. (“U.S. Energy”) and MinnErgy, LLC (“Client”) related to the provision of energy management services.
May 17, 2007 Dakota Minnesota and Eastern Railroad Corporation Attn: Tim Carlson, Real Estate Manager 140 N Phillips Ave. Sioux Falls, SD 57101Real Estate Option Agreement • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals
Re: Real Estate Option Agreement dated May 23, 2006 between Dakota Minnesota and Eastern Railroad Corporation (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN MINNERGY, LLC AND FAGEN ENGINEERING, LLC May 23, 2007Engineering Services Agreement • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of May 23, 2007, (the “Effective Date”) by and between MinnErgy, LLC, a Minnesota 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.”
June 11, 2007 Gary D. Allen and Linda M. Allen 2933 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 • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals
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”)
May 16, 2007 Isabelle O. Timm 15 Second Street NW Utica, MN 55979 Jerry Kellum 1600 Gilmore Avenue Winona, MN 55987Real Estate Option Agreement • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals
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”)
