AGREEMENT AND PLAN OF MERGER AMONG GREEN PLAINS RENEWABLE ENERGY, INC., GREEN PLAINS MERGER SUB, INC. AND VBV LLC May 7, 2008Agreement and Plan of Merger • October 27th, 2008 • NTR PLC • Industrial organic chemicals • Delaware
Exhibit B-2 Form of Agreement and Plan of Merger by and among Green Plains, TN Merger Sub, LLC, and Ethanol Grain Processors, LLC
SHAREHOLDERS' AGREEMENTShareholders' Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals • Iowa
upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.
PUT AND CALL AGREEMENT (GPRE)Put and Call Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals • New York
WHEREAS, pursuant to that certain Membership Interest Purchase Agreement dated as of April 1, 2008, by and among Bioverda International, Bioverda US and Virgin Entertainment Holdings, Inc. ("Virgin") (the "Purchase Agreement"), the Virgin ownership interest in VBV LLC, a Delaware limited liability company (the "Company") was acquired by Bioverda International and Bioverda US, resulting in Bioverda International holding a 82.6% ownership interest, Bioverda US holding a 7.4% ownership interest and Wilon holding a 10% ownership interest in the Company;
FORM OF LOCK-UP AND VOTING AGREEMENT BETWEEN GPRE AND CERTAIN VBV AFFILIATESAnd Voting Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals • Iowa
This Lock-up and Voting Agreement, dated as of May 7, 2008, (this "Agreement"), is between Green Plains Renewable Energy, Inc., an Iowa corporation ("GPRE"), and the affiliate of VBV LLC, a Delaware limited liability company ("VBV"), whose signature appears on the signature page hereof (the "VBV Affiliate").
Attention: Roberto M. Lewis Dear Sirs, RE: PUT AND CALL AGREEMENT (VBV) & PUT AND CALL AGREEMENT (GPRE) DATED 1 APRIL 2008Put and Call Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals
In terms of clause 2.2 and 2.3 of the two above agreements, Bioverda US Holdings herewith gives notice that it is exercising its right to Put the GPRE shares to be issued to it following the closing of the GPRE and VBV merger transactions on the 14th of October 2008.
STOCK PURCHASE AGREEMENT BETWEEN GREEN PLAINS RENEWABLE ENERGY, INC. AND THE PURCHASERS LISTED ON EXHIBIT AStock Purchase Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals • Iowa
JOINT FILING AGREEMENTJoint Filing Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the following:
Attention: Roberto M. Lewis Dear Sirs, RE: PUT AND CALL AGREEMENT (VBV) & PUT AND CALL AGREEMENT (GPRE) DATED 1 APRIL 2008Put and Call Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals
In terms of clause 2.2 and 2.3 of the two above agreements, Bioverda US Holdings herewith gives notice that it is exercising its right to Put the GPRE shares to be issued to it following the closing of the GPRE and VBV merger transactions on the 14th of October 2008.
FORM OF LOCK-UP AGREEMENT BETWEEN GPRE AND WILON HOLDINGS S.A.Lock-Up Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals • Iowa
deliver to GPRE or the Surviving Company, as the case may be, an executed written instrument agreeing to be bound by the terms of this Agreement as if such transferee(s) were the VBV Affiliate.
PUT AND CALL AGREEMENT (VBV)Put and Call Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals • New York
WHEREAS, pursuant to that certain Membership Interest Purchase Agreement dated as of April 1, 2008, by and among Bioverda International, Bioverda US and Virgin Entertainment Holdings, Inc. ("Virgin") (the "Purchase Agreement"), the Virgin ownership interest in VBV LLC, a Delaware limited liability company (the "Company") was acquired by Bioverda International and Bioverda US, resulting in Bioverda International holding a 82.6% ownership interest, Bioverda US holding a 7.4% ownership interest and Wilon holding a 10% ownership interest in the Company;
FORM OF LOCK-UP AND VOTING AGREEMENT BETWEEN VBV AND CERTAIN GREEN PLAINS SHAREHOLDERSUp and Voting Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals • Delaware
This Lock-up and Voting Agreement, dated as of May 7, 2008, (this "Agreement"), is between VBV LLC, a Delaware limited liability company ("VBV"), and the shareholder of Green Plains Renewable Energy, Inc., an Iowa corporation ("Green Plains"), whose signature appears on the signature page hereof (the "Green Plains Shareholder").
