INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February , 2012 between Twin Cities Power Holdings, LLC, a Minnesota limited liability company (the “Company”), and (“Indemnitee”).
INDENTURE Dated as of , 2012 by and between TWIN CITIES POWER HOLDINGS, LLC, as obligor and , as trusteeIndenture • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS INDENTURE is hereby entered into as of , 2012, by and between Twin Cities Power Holdings, LLC, a Minnesota limited liability company (the “Company”), as obligor, and , a national banking association, as trustee (the “Trustee”).
OUTSOURCING AGREEMENT dated as of , 2012 TWIN CITIES POWER HOLDINGS, LLC and REDWATER LLCOutsourcing Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
This OUTSOURCING AGREEMENT is entered into as of this th day of , 2012 by and between Twin Cities Power Holdings, LLC, a Minnesota limited liability company (the “Company”), and Redwater LLC, a Minnesota limited liability company (the “Contractor”).
Renewable Unsecured Subordinated Note Subscription AgreementTwin Cities Power Holdings, LLC • February 10th, 2012
To purchase a renewable unsecured subordinated note(s), please complete both sides of this form and write a check made payable to Twin Cities power Holdings, LLC. Mail this form, your check and any other documents requested below in the enclosed postage-prepaid business reply envelope. If you use your own envelope, please mail your investment to: Twin Cities Power Holdings, LLC, PO Box 4126, Hopkins, MN 55343. If you have any questions, please call 888-955-3385.
OFFICE LEASEOffice Lease • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS LEASE is made this 13th day of May, 2009, by and between Kenyon Crossings, LLC, (“Landlord”), and Twin Cities Power LLC or assigns (“Tenant”)
MEMBERSHIP UNIT PURCHASE AGREEMENTMembership Unit Purchase Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS MEMBERSHIP UNIT PURCHASE AGREEMENT (“Agreement”) is entered into by and between TWIN CITIES POWER, L.L.C., TWIN CITIES ENERGY, L.L.C. and CYGNUS PARTNERS, L.L.C., all Minnesota Limited Liability Companies (the “PURCHASERS”), and M. J. TUFTE (the “SELLER”) dated the 30th day of December 2011 and for accounting purposes this Agreement shall be determined to be effective January 1st, 2012. The PURCHASERS and SELLER are jointly referred to as PARTIES (“PARTIES”).
BYLAWS OF TWIN CITIES POWER HOLDINGS, LLCAnd Member Control Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC
GUARANTYGuaranty • February 10th, 2012 • Twin Cities Power Holdings, LLC
THIS GUARANTY is given as of December 27, 2011, by Twin Cities Power Holdings, LLC, a Minnesota limited liability company, whose principal business office is located at 16233 Kenyon Avenue, Suite 210, Lakeville, MN 55044 (“Guarantor”), to PJM Settlement, Inc (“PJM Settlement”), a Pennsylvania Non-Profit Corporation, on behalf of itself and as agent for PJM Interconnection, L.L.C. (“PJM”), a Delaware limited liability company, whose principal business office is located at 955 Jefferson Avenue, Valley Forge Corporate Center, Norristown, Pennsylvania, 19403-2497.
GUARANTYGuaranty • February 10th, 2012 • Twin Cities Power Holdings, LLC
THIS GUARANTY is given as of December 27, 2011, by Twin Cities Power Holdings, LLC, a Minnesota limited liability company, whose principal business office is located at 16233 Kenyon Avenue, Suite 210, Lakeville, MN 55044 (“Guarantor”), to PJM Settlement, Inc (“PJM Settlement”), a Pennsylvania Non-Profit Corporation, on behalf of itself and as agent for PJM Interconnection, L.L.C. (“PJM”), a Delaware limited liability company, whose principal business office is located at 955 Jefferson Avenue, Valley Forge Corporate Center, Norristown, Pennsylvania, 19403-2497.
GUARANTYGuaranty • February 10th, 2012 • Twin Cities Power Holdings, LLC
THIS GUARANTY is given as of December 27, 2011, by Twin Cities Power Holdings, LLC, a Minnesota limited liability company, whose principal business office is located at 16233 Kenyon Avenue, Suite 210, Lakeville, MN 55044 (“Guarantor”), to PJM Settlement, Inc (“PJM Settlement”), a Pennsylvania Non-Profit Corporation, on behalf of itself and as agent for PJM Interconnection, L.L.C. (“PJM”), a Delaware limited liability company, whose principal business office is located at 955 Jefferson Avenue, Valley Forge Corporate Center, Norristown, Pennsylvania, 19403-2497.
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into and effective as of the day of 2012, by and between TWIN CITIES POWER, L.L.C., a Minnesota Limited Liability Company, with its principal place of business at 16233 Kenyon Avenue, Suite 210, Lakeville, Minnesota 55044 (the “COMPANY”) and , an individual with his principal residence at (the “EMPLOYEE”). The COMPANY and EMPLOYEE are jointly referred to as PARTIES (“PARTIES”).
GUARANTYGuaranty • February 10th, 2012 • Twin Cities Power Holdings, LLC
THIS GUARANTY is given as of December 27, 2011, by Twin Cities Power Holdings, LLC, a Minnesota limited liability company, whose principal business office is located at 16233 Kenyon Avenue, Suite 210, Lakeville, MN 55044 (“Guarantor”), to PJM Settlement, Inc (“PJM Settlement”), a Pennsylvania Non-Profit Corporation, on behalf of itself and as agent for PJM Interconnection, L.L.C. (“PJM”), a Delaware limited liability company, whose principal business office is located at 955 Jefferson Avenue, Valley Forge Corporate Center, Norristown, Pennsylvania, 19403-2497.
LOAN AGREEMENTLoan Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • New York
THIS LOAN AGREEMENT (“Agreement”) is entered into as of this 16th day of July, 2009 by and between TWIN CITIES POWER, L.L.C., a Minnesota Limited Liability Company, with its principal place of business at 17725 Juniper Path, Lakeville, Minnesota 55044 (the “BORROWER”) and PATRICK C. SUNSERI, an individual with his principal address at 2 Redwood Court, West Windsor, New Jersey 08550 (the “LENDER”). The BORROWER and LENDER are hereinafter jointly referred to as PARTIES (“PARTIES”).
MEMBER CONTROL AGREEMENT OF TWIN CITIES POWER HOLDINGS, LLCMember Control Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS MEMBER CONTROL AGREEMENT (this “Agreement”) dated as of the 14th day of November, 2011, by and among Twin Cities Power Holdings, LLC, a Minnesota limited liability company (the “Company”), and the persons listed on Exhibit A hereto who are collectively, all of the current Members of the Company. Capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit B hereof which definitions are fully incorporated herein by reference.
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of August 18th, 2008, by and between TWIN CITIES POWER, L.L.C., a Minnesota Limited Liability Company, with its principal place of business at 17725 Juniper Path, Lakeville, Minnesota 55044 (the “COMPANY”) and Stephanie Staska, individual residence at 1521 78th Avenue, Roberts, Wisconsin 54023 (the “EMPLOYEE”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS FIRST AMENDMENT (this “Amendment”) is made effective December 20, 2011, by and among Twin Cities Power Holdings, LLC, a Minnesota limited liability company (“Holding Company”), Timothy Krieger, Michael Tufte, and DBJ 2001 Holdings, LLC, who are, collectively with Twin Cities Power, LLC, Cygnus Partners, LLC, and Twin Cities Energy, LLC, the parties to that certain Agreement and Plan of Reorganization dated November 14, 2011 (the “Agreement”). Unless specified otherwise within this Amendment, all capitalized terms used in this Amendment shall have the same meaning as they do in the Agreement.
LOAN AGREEMENTLoan Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS LOAN AGREEMENT (“Agreement”) is entered into as of this 31st day of August 2006, effective as of September 1st, 2006, by and between FAIRWAY DAIRY & INGREDIENTS, L.L.C., a Minnesota Limited Liability Company, with its principal place of business at 17725 Juniper Path, Lakeville, Minnesota 55044 (the “COMPANY”) and JOHN O. HANSON, an individual with his principal address at 1903 Grandview Avenue, Red Wing, Minnesota 55066 (the ‘LENDER”). The COMPANY and LENDER are hereinafter jointly referred to as PARTIES (“PARTIES”).
JOINDER AGREEMENTAssignment of Financial Rights Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
This Joinder Agreement (the “Agreement”) dated effective as of December 23,2011 (the “Effective Date”), is made by and among John Beatty (“John Beatty”), Tim Krieger (“Krieger”), Tom Beatty (“Tom Beatty”), Twin Cities Power, LLC (“TCP”), Cygnus Partners, LLC (“Cygnus”), Twin Cities Energy, LLC (“TCE” and together with TCP and Cygnus, the “TCP Entities”) and Twin Cities Power Holdings, LLC (“Newco”).
LOAN AGREEMENTLoan Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS LOAN AGREEMENT (“Agreement”) is entered into as of this 26th day of June, 2008, effective as of April 1, 2008, by and between TWIN CITIES POWER, L.L.C., a Minnesota Limited Liability Company, with its principal place of business at 17725 Juniper Path, Lakeville, Minnesota 55044 (the “COMPANY”) and JOHN O. HANSON, an individual with his principal address at 1903 Grandview Avenue, Red Wing, Minnesota 55066 (the ‘LENDER”). The COMPANY and LENDER are hereinafter jointly referred to as PARTIES (“PARTIES”).
CONSULTANT AND PROFESSIONAL SERVICES AGREEMENTConsultant and Professional Services Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT, (“Agreement”), dated this 9th day of February 2012, and effective as of the 1st day of January 2012 by and among DALE JOHNSON (the “CONSULTANT”) having an address at 16481 Interlachen Blvd, Lakeville, MN 55044 and TWIN CITIES POWER HOLDINGS, L.L.C., a Minnesota Limited Liability Company (“TWIN CITIES”), having a place of business at 16233 Kenyon Avenue, Lakeville, Minnesota 55044. The CONSULTANT and TWIN CITIES are jointly referred to as PARTIES (“PARTIES”).
ACQUISITION ADVISORY AGREEMENTAcquisition Advisory Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
This will confirm the understanding and agreement (the “Agreement”) between Twin Cities Power, LLC, its affiliates, and its subsidiaries or their assigns acceptable to us (collectively, “TCP”, the “Company” or “you”) and Altus Financial Group LLC (“Altus”, the “Advisor”, “us”, or “we”) as follows:
GUARANTYGuaranty • February 10th, 2012 • Twin Cities Power Holdings, LLC
THIS GUARANTY is given as of December 27, 2011, by Twin Cities Power Holdings, LLC, a Minnesota limited liability company, whose principal business office is located at 16233 Kenyon Avenue, Suite 210, Lakeville, MN 55044 (“Guarantor”), to PJM Settlement, Inc (“PJM Settlement”), a Pennsylvania Non-Profit Corporation, on behalf of itself and as agent for PJM Interconnection, L.L.C. (“PJM”), a Delaware limited liability company, whose principal business office is located at 955 Jefferson Avenue, Valley Forge Corporate Center, Norristown, Pennsylvania, 19403-2497.
BUY/SELL AGREEMENT OF TWIN CITIES POWER HOLDINGS, LLCBuy/Sell Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS BUY/SELL AGREEMENT (this “Agreement”) is made and entered into this 14th day of November, 2011, by and among Twin Cities Power Holdings, LLC, a Minnesota limited liability company (the “Company”), and the Members of the Company as identified in Schedule A hereof (individually, a “Member” and collectively, the “Members”). The Members and the Company may individually be referred to as a “Party” and collectively as the “Parties.”
TWIN CITIES POWER HOLDINGS, L.L.C. EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
This Employment Agreement (this “Agreement”) is made and entered into effective as of this 1st day of January, 2012, by and between Twin Cities Power Holdings, L.L.C., a Minnesota Limited Liability Company (the “Company”), and Timothy S. Krieger (the “Executive”). The Company and Executive are jointly referred to as PARTIES (“PARTIES”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into and effective as of April 13, 2008, by and between TWIN CITIES POWER, L.L.C., a Minnesota Limited Liability Company, with its principal place of business at 17725 Juniper Path, Lakeville, Minnesota 55044 (the “COMPANY”), and KEITH W. SPERBECK, an individual with his principal residence at 24450 Black Walnut Drive, Lakeville, Minnesota 55044 (the “EMPLOYEE”). The COMPANY and EMPLOYEE are jointly referred to as PARTIES (“PARTIES”).
