BUSINESS SALE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG PENFORD CAROLINA, LLC ANDBusiness Sale and Membership Interest • November 10th, 2011 • Penford Corp • Grain mill products • Delaware
Contract Type FiledNovember 10th, 2011 Company Industry JurisdictionThis Business Sale and Membership Interest Purchase Agreement (this “Agreement”) is entered into on November 9, 2011, by Penford Carolina, LLC, a Delaware limited liability company (“Buyer”), and R. Bentley Cheatham, Dwight L. Carlson and Steven P. Brower (each a Seller and collectively, “Sellers”), and Keystone Starches, LLC, a South Carolina limited liability company, and 7675 South Rail Road, LLC, a South Carolina limited liability company (each an “Asset Selling Entity” and collectively the “Asset Selling Entities”) are signatories to this Agreement to acknowledge and agree to the representations, conditions and obligations contained herein applicable to the Asset Purchase Agreements. 1 Freas Avenue is a signatory to this Agreement to acknowledge and agree to the representations, conditions and obligations contained herein with respect to the Pennsylvania Lease Agreement and the Option Agreement. Buyer, Sellers, the Asset Selling Entities and 1 Freas Avenue are referred to collecti