Voting Agreement between Governors of Heron Lake BioEnergy, LLC and Granite Falls Energy, LLC
This agreement is between certain governors of Heron Lake BioEnergy, LLC and Granite Falls Energy, LLC. It requires the governors to vote their membership interests in favor of a proposed merger between the two companies and against any actions that could delay or prevent the merger. The governors also agree to recommend approval of the merger to other members and grant an irrevocable proxy to ensure their votes are cast as agreed. The agreement is a condition for the merger to proceed and remains in effect until the merger is completed or the agreement expires.
VOTING AGREEMENT
This Voting Agreement (this "Agreement"), dated as of March 24, 2021, is entered into by and among the undersigned governors (each, a "Governor") of Heron Lake BioEnergy, LLC, a Minnesota limited liability company (the "Company"), and Granite Falls Energy, LLC, a Minnesota limited liability company ("Parent"). Parent and Governor are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, concurrently with the execution of this Agreement, the Company and Parent have entered into a merger agreement providing for Parent’s acquisition of the Company by merger (the "Merger Agreement"), providing for, among other things, the merger of Parent’s wholly-owned subsidiary (“Merger Sub”) with and into the Company (the "Merger") pursuant to the terms and conditions of the Merger Agreement;
WHEREAS, in order to induce the Company to enter into the Merger Agreement, Governor is willing to make certain representations, warranties, covenants, and agreements as set forth in this Agreement with respect to the units of membership interest of the Company ("Company Interest") owned and Beneficially Owned by Governor and set forth below Governor's signature on the signature page hereto (the "Units"); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Company has required that Governor, and Governor has agreed to, execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth below and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:
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[signature page follows]
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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.
PARENT: GRANITE FALLS ENERGY, LLC | GOVERNORS: |
/s/ Paul Enstad__________ By: Paul Enstad, Chairman Address: | /s/ Mike Kunerth_________ Mike Kunerth Address: Units: /s/ Doug Schmitz_______ Doug Schmitz Address: Units: /s/ Dave Woestehoff___ Dave Woestehoff Address: Units: /s/ Robert Ferguson__ Robert Ferguson Address: Units: |
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