Voting Agreement between Granite Falls Energy, LLC and Heron Lake BioEnergy, LLC (March 24, 2021)
This agreement is between Granite Falls Energy, LLC and Heron Lake BioEnergy, LLC. It requires Granite Falls Energy, as a member of Heron Lake BioEnergy, to vote its membership interests in favor of a proposed merger between the two companies and against any actions that could delay or prevent the merger. The agreement also grants Heron Lake BioEnergy an irrevocable proxy to vote Granite Falls Energy’s interests as specified. The agreement is a condition for entering the merger and remains in effect until the merger is completed or the agreement is otherwise terminated.
VOTING AGREEMENT
This Voting Agreement (this "Agreement"), dated as of March 24, 2021, is entered into by and between Granite Falls Energy, LLC, a Minnesota limited liability company ("Member"), and Heron Lake BioEnergy, LLC, a Minnesota limited liability company (the "Company"). Member and the Company 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 Member have entered into a merger agreement providing for Member’s acquisition of the Company by merger (the "Merger Agreement"), providing for, among other things, the merger of Member’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, Member 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") Beneficially Owned by Member and set forth below Member's signature on the signature page hereto (the "Original Units" and, together with any additional units of Company Interest pursuant to Section 6 hereof, the "Units"); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Company has required that Member, and Member 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:
#3266543
2
4815-6926-5887\2
3
4815-6926-5887\2
4
4815-6926-5887\2
[signature page follows]
5
4815-6926-5887\2
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.
MEMBER: GRANITE FALLS ENERGY, LLC | COMPANY: HERON LAKE BIOENERGY, LLC |
/s/ Paul Enstad___________ By: Paul Enstad, Chairman | /s/ Mike Kunerth_________ By: Mike Kunerth, Secretary |
6
4815-6926-5887\2