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:
1.Definitions. When used in this Agreement, the following terms in all of their tenses, cases, and correlative forms shall have the meanings assigned to them in this Section 1.
(a)“Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act of 1934, and a person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). For the avoidance of doubt, "Beneficially Own" and "Beneficial Ownership" shall also include record ownership of securities.
(b)"Beneficial Owner" shall mean the person who Beneficially Owns the referenced securities.
2.Representations of Member. Governor represents and warrants to the Company that:
(a)Ownership of Units. Governor: (i) is the owner or Beneficial Owner of all of the Units free and clear of any proxy, voting restriction, adverse claim, or other liens, other than those created by a financial institution, created by this Agreement, or created under applicable federal or state securities laws; and (ii) has the sole voting power over all of the Units. Except pursuant to this Agreement, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which Governor is a party relating to the pledge, disposition, or voting of any of the Units and there are no voting trusts or voting agreements with respect to the Units.