Amendment No. 2 dated October 28, 2019 to the Ethanol Marketing Agreement dated September 17, 2018 by and among Heron Lake BioEnergy, LLC and Eco-Energy, LLC

1.1 Sale of Membership Interest - Seller hereby agrees to sell, transfer, convey and deliver to Buyer at closing, and Buyer hereby agrees to purchase from Seller at closing, all of Seller's limited liability company membership interest(s) in Agrinatural, free and clear of all liens and encumbrances (collectively, the "Interest"), for the Purchase Price set forth in Article 2.

1.2 This is a sale by Seller of a membership interest in Agrinatural, and this Agreement is joined by the parties described herein to the extent said parties make representations, warranties and agree to certain terms and conditions.

1.3 No Assumption of Liabilities - Buyer shall not assume any liabilities, obligations or undertakings of Seller of any kind or nature whatsoever, whether fixed or contingent, known or unknown, determined or determinable, due or not yet due, except as specifically provided herein and except obligations or liabilities incurred solely as a member of Agrinatural because of becoming the owner of the Interest.

2.1 Authority - Subject in each case to the requirement of Seller to receive consent from its limited liability company members ("Member Consent"): (a) Seller has all requisite power and authority to execute, perform and carry out the provisions of this Agreement; and (b) Seller has taken all requisite action authorizing and empowering it to enter into this Agreement and to consummate the transactions contemplated in this Agreement.

2.2 Breaches of Contracts; Required Consents - Subject in each case to the requirement of Seller to receive Member Consent, neither the execution and delivery of this Agreement by Seller, nor compliance by it with the terms and provisions of this Agreement, will: (a) conflict with or result in a breach of (i) any of the terms, conditions or provisions of the Articles of Organization or other governing instruments of Seller, (ii) any judgment, order, decree or ruling to which Seller is a party, or (iii) any injunction of any court or governmental authority to which Seller is subject; or (b) other than Member Consent require the affirmative consent or approval of any third party (or such consent or approval of any required third party will be obtained by the Closing Date).

2.3 Binding Obligation - Subject in each case to the requirement of Seller to receive Member Consent: (a) this Agreement constitutes the legal, valid and binding obligation of Seller in accordance with the terms hereof, and (b) Seller is not subject to any charter, mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character, which would prevent the consummation of the transactions contemplated in this Agreement.

2.4 Representations - The representations, warranties and agreements of Seller contained herein shall be true and correct on and as of the date of Closing, with the same force and effect as though such representations and warranties have been made on and of the Closing Date.

2.1 Modifications - This Agreement may not be changed or terminated orally. No modification, termination or attempted waiver of any of its provisions shall be valid unless in writing signed by the party against whom the same is sought to be enforced.

2.2 Notices -Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given when received, if personally delivered, and when deposited, if placed in the U.S. mail for delivery by registered or certified mail, return receipt requested, postage prepaid, addressed at the addresses set forth below. Addresses may be changed by written notice given pursuant to this Section; provided, however, any such notice for the purpose of changing an address shall not be effective, if mailed, until three (3) working days after depositing in the U.S. mail or when actually received, whichever occurs first.

2.3 Counterparts - This Agreement may be executed in counterparts and by different parties on different counterparts with the same effect as if the signatures thereto were on the same instrument. Facsimile or signatures sent electronically shall be deemed original signatures for all purposes.

2.4 Headings - The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

2.5 Expenses - Except as otherwise provided herein, each party hereto shall each bear and pay for its own costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereby, including, without limitation, all fees and disbursements of brokers, lawyers, accountants and financial consultants incurred through the Closing Date.

2.6 Entire Agreement; Modification and Waiver - This Agreement,  together  with the Exhibits and any related written agreements specifically referred to herein, represents the only agreement among the parties concerning the subject matter hereof and supersedes all prior agreements whether written or oral, relating thereto. Any waiver shall be limited to the provision hereof and the circumstance or event

specifically made subject thereto and shall not be deemed a waiver of any other term hereof or of the same circumstance or event upon any recurrence thereof.

2.7 Binding Effect - This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs and successors in interest.

2.8 Governing Law - This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflicts-of-law principles.

2.9 No Third Partv Benefits - Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties to this Agreement or their respective successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

8.1 Organization -Buyer has all requisite power and authority, to own its properties and assets and conduct its business as presently conducted. Buyer is qualified to do business and in good standing in all states in which qualification is required by the nature of the Business.

8.2 Authority - Buyer has all requisite power and authority to execute, perform and carry out the provisions of this Agreement. Buyer has taken all requisite action authorizing and empowering it to enter into this Agreement and to consummate the transactions contemplated in by this Agreement. Buyer has all requisite power and authority (without consent or approval of any other person) to enter into and carry out their obligations under this Agreement.

8.3 Breaches of Contracts: Required Consents - Neither the execution and delivery of this Agreement by Buyer or Buyer's limited liability company members, nor compliance by it with the terms and provisions of this Agreement will: (a) conflict with or result in a breach of (i) any of the terms, conditions or provisions of the Articles of Organization or other governing instruments of Buyer, (ii) any judgment, order, decree or ruling to which Buyer is a party, (iii) any injunction of any court or governmental authority to which Buyer is subject, or (iv) any agreement, contract or commitment which is material to the Business or to Buyer's financial condition; or (b) require the affirmative consent or approval of any third party (or such consent or approval of any required third party will be obtained by the Closing Date).

8.4 Binding Obligation - This Agreement constitutes the legal, valid and binding obligation of Buyer in accordance with the terms hereof. Buyer is not subject to any charter, mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character, which would prevent the consummation of the transactions contemplated in this Agreement.

8.1 Excluded Assets - Only the Interest is being sold. No other assets or rights of Seller are sold or conveyed hereby.

8.2 Member Consent or Court Order - Seller will use reasonable business efforts to obtain the Member Consent prior to the Closing Date. Seller may, but is not obligated to, elect to seek a Court Order, in its sole and absolute discretion.

8.3 Swan Severance - Mychael Swan agrees that there is no severance payment  due to Mychael Swan from Agrinatural.

8.4 Access to Books and Records - Buyer agrees to give Swan, Mike Driscoll and John Sprangers, and each of their representatives and designees, full and complete access to the books and records of Agrinatural (including, without limitation, officers' records) for purposes of preparation of expert reports and company valuation in connection with any actual or potential claims or litigation in which such matters are reasonably material.

8.5 D&O Policy - Beginning on the Effective Date, Buyer shall ensure that Agrinatural' s D&O policy will continue in full force and effect (or that Buyer or Agrinatural otherwise procures and maintains substantially equivalent coverage), and that the same shall apply to John Sprangers, Mychael Swan, Ken Morris and Mike Driscoll, for as long as such individuals may be exposed to any claims whatsoever related to Agrinatural (the "Claims Period"), and such policy shall provide that the same may not be terminated or materially revised without the written consent of Seller and each such individual. This Section 11.5 will survive until the end of the Claims Period.

8.1 Swan represents and warrants that there are no outstanding agreements affecting Agrinatural, directly or indirectly, except as specifically contained in the records of Agrinatural and the Leisenfeld and Legacy Agreements. Swan specifically represents that there are no further additional agreements between Swan or any other parties regarding or related to Agrinatural, including but not limited to, any rights to connect to Agrinatural lines, use Agrinatural lines or rights to any rebates, discounts or payments related to Agrinatural. That there are no rights by any party to purchase any lines or equipment that is connected to the Agrinatural operating system as it currently exists and no rights or obligations of Swan Engineering or Agrinatural to purchase lines or equipment from any party, except for the construction underway to correct gas line pressure regarding the Liesenfeld and Legacy lines.

8.2 Any and all rights of access to the border station and any and all rights to purchase natural gas from the main distribution line and rights to attach to said main distribution line are held solely by Agrinatural and Swan represents and warrants he has no interest or claims in or to said rights.

8.3 Swan Engineering and Swan, jointly and severally, state, represent and warrant that there are no undisclosed agreements that have been entered into that may affect, in any fashion whatsoever, ownership and operation of the Agrinatural assets. Specifically, that there are no undisclosed agreements regarding ownership or repurchases of any natural gas lines or any assets that are hooked to, attached to or otherwise could be deemed to affect operations of the Agrinatural system.

8.4 The terms of this Article 14 shall survive Closing and any breach shall entitle Buyer to bring a claim for damages solely against Swan and/or Swan Engineering caused by any such breach. Any releases granted pursuant to the terms of this Agreement shall not release any liabilities that may accrue pursuant to any breach of this Article 14.

8.1 Swan Engineering and Swan, jointly and severally, agree that any and all operational information, in whatever form (electronic, paper copies, or otherwise), including but not limited to all construction plans, diagrams and operational manuals relating to Agrinatural in their possession have been or shall be turned over to Buyer or Agrinatural prior to or at closing.

8.2 It is agreed that the full ownership of the membership interests in Agrinatural by Buyer and

corresponding operation of Agrinatural by new Management shall happen as seamlessly as possible and that accordingly all operational information and all operational documents, in whatever form and of whatever type and nature of Agrinatural or of Swan Engineering that are related to or used in the operations of Agrinatural have been or shall be delivered to Buyer or Agrinatural as a part of this transaction without further charge or cost. If there is a specific fee to transfer or cost of copying (such as from any computer system or making copies of hard documents), such reasonable fees and costs shall be paid by Buyer. Buyer shall be informed of such fees and costs prior to their being incurred.

8.3 Swan agrees that there is no severance payment due to Swan from Agrinatural.