Voting Agreement between Granite Falls Energy, LLC, and certain governors of Heron Lake BioEnergy, LLC, dated March 24, 2021
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:
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.
GRANITE FALLS ENERGY, LLC
/s/ Paul Enstad__________
By: Paul Enstad, Chairman
/s/ Mike Kunerth_________
/s/ Doug Schmitz_______
/s/ Dave Woestehoff___
/s/ Robert Ferguson__