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 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Iowa
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 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Iowa
THIS SHAREHOLDERS’ AGREEMENT is made as of May 7, 2008, by and among Green Plains Renewable Energy, Inc., an Iowa corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the existing shareholders and affiliates of the Company identified on Schedule B hereto, each of whom is referred to in this Agreement as an “Existing Shareholder.” The Investors and the Existing Shareholders are from time to time throughout this Agreement referred to individually as a “Shareholder” and collectively as the “Shareholders.” The Company, the Investors, and the Existing Shareholders are each referred to herein as a “Party” and collectively as the “Parties.”
FORM OF LOCK-UP AND VOTING AGREEMENT BETWEEN VBV AND CERTAIN GREEN PLAINS SHAREHOLDERSVoting Agreement • October 27th, 2008 • Green Plains Renewable Energy, Inc. • 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”).
