Plan of Merger between Granite Heron Merger Sub, LLC, and Heron Lake BioEnergy, LLC, dated March 24, 2021
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:
filing of the Articles of Merger or at such other time as is agreed by the parties and specified in the Articles of Merger (the time the Merger becomes effective being the “Effective Time”) (b) cause the Articles of Merger to be filed with the Secretary of State of the State of Minnesota, and as otherwise required by the Act, and (c) make such other filings or recordings, if any, required by the Act, and shall take all such further actions as may be required by law to make the Merger effective.
current, former, and future partners, principals, members, and unitholders, and predecessors and successors in interest, assigns, insurers, heirs, administrators, legatees, executors and estates, and any other individual or entity that acts or has acted on behalf of any of the foregoing.
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IN WITNESS WHEREOF, this Plan has been agreed to and executed by the duly authorized representatives of the parties, as of the date first set forth above.
GRANITE HERON SUB, LLCHERON LAKE BIOENERGY, LLC
By: /s/ Paul Enstad By: /s/ Mike Kunerth
Its: Chairman Its: Secretary
Articles of Organization