PLAN OF MERGER
THIS PLAN OF MERGER (the “Plan”) is dated as of March 24, 2021, and is by and between GRANITE HERON MERGER SUB, LLC (“Merger Sub”) and HERON LAKE BIOENERGY, LLC (“HLBE”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
WHEREAS, Merger Sub is a Minnesota limited liability company that is organized and existing under Chapter 322C of the laws of the State of Minnesota (as amended, the “Act”), and whose parent company and sole member and 100% owner is Granite Falls Energy, LLC, a Minnesota limited liability company that is organized and existing under Chapter 322C of the Act (“GFE”); and
WHEREAS, HLBE is a Minnesota limited liability company that is organized and existing under Chapter 322C of the Act; and
WHEREAS, on the date hereof, the HLBE and GFE have entered into a Merger Agreement (the “Merger Agreement”) specifying certain of the terms of and establishment and issuance of the consideration given for the Transaction (as defined in the Merger Agreement); and
WHEREAS, the parties have prepared this Plan of Merger and the respective members or equity holders, as the case may be, of the parties each has approved and adopted this Plan and the transactions contemplated hereby in the manner required by the Act and their respective organizational documents.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements of the parties contained herein, the parties hereto agree as follows:
Section 1.The Merger. Upon the terms and subject to the condition of this Agreement and the Merger Agreement, and in accordance with the Act, at the Effective Time (as defined below), the Merger Sub shall merge with and into HLBE (the “Merger”), and HLBE, whose name shall remain “Heron Lake BioEnergy, LLC” and whose Articles of Organization and Limited Liability Company Agreement each shall be amended as further provided herein, shall be the surviving limited liability company under the Act, and shall exist by virtue of, and shall be governed by, the Act.
Section 2.Closing. The closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place by electronic exchange of documents, at 9:00 a.m. local time on the third (3rd) business day following the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Section 5 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at Closing, but subject to such satisfaction or waiver), or at such other time and place as the parties mutually agree in writing. Such date is herein referred to as the “Closing Date”.
Section 3.Articles of Merger. Effective immediately at the Closing, the parties shall each (a) execute articles of merger (the “Articles of Merger”) setting forth the information required by and otherwise in compliance with the Act, in form and substance reasonably acceptable to the parties, which Articles of Merger shall provide that the Merger shall become effective upon the