SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF MINNERGY, LLC Dated: Effective , 2007Member Control Agreement • September 21st, 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 • September 21st, 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.
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • September 21st, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made this day of , 2007, by and between MinnErgy, LLC a Minnesota limited liability company (“MinnErgy”) and Winona National Bank as escrow agent (the “Escrow Agent”).
AMENDMENT NUMBER ONE to LETTER OF INTENT (“LOI”) DATED MARCH 23, 2007 by and between FAGEN, INC. (“FAGEN”) and MINNERGY, LLC (“OWNER”)Minnergy LLC • September 21st, 2007 • Industrial organic chemicals
This Amendment Number One is entered into this 13th day of September, 2007, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and MinnErgy, LLC, a Minnesota Limited Liability Company (“Owner”).
