Illinois River Energy LLC Sample Contracts

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RECITALS:
Services Agreement • September 19th, 2002 • Illinois River Energy LLC • Industrial organic chemicals • Minnesota
CONFIDENTIAL ADDENDUM 1 SITE SPECIFIC PRE-CONSTRUCTION ENGINEERING SERVICES PHASE 1
Illinois River Energy LLC • October 30th, 2002 • Industrial organic chemicals
RECITALS
Escrow Agreement • September 19th, 2002 • Illinois River Energy LLC • Industrial organic chemicals • Illinois
GREENWAY CONSULTING, LLC CONFIDENTIAL
Consulting Agreement • July 23rd, 2002 • Illinois River Energy LLC • Minnesota
AMENDMENT TO FINANCIAL SERVICES AGREEMENT
Financial Services Agreement • December 26th, 2002 • Illinois River Energy LLC • Industrial organic chemicals • Minnesota
AMENDMENT TO FINDER'S FEE AGREEMENT
S Fee Agreement • October 30th, 2002 • Illinois River Energy LLC • Industrial organic chemicals
OPTION AGREEMENT
Option Agreement • November 14th, 2003 • Illinois River Energy LLC • Industrial organic chemicals • Illinois

This Option Agreement (the “Agreement”) is made and entered into by and between ILLINOIS RIVER ENERGY, LLC a Delaware limited liability company, (hereinafter referred to as “Purchaser” or “IRE”) and JAMES D. CARMICHAEL (hereinafter referred to as “Seller”).

FIRST AMENDMENT TO REAL ESTATE EXCHANGE AGREEMENT
Real Estate Exchange Agreement • August 14th, 2003 • Illinois River Energy LLC • Industrial organic chemicals

THIS FIRST AMENDMENT TO REAL ESTATE EXCHANGE AGREEMENT (this “First Amendment”) is entered into as of the 9th day of July, 2003 by and between DP INDUSTRIAL, LLC (“DP”), and ILLINOIS RIVER ENERGY, L.L.C. (“IRE”).

FINANCIAL SERVICES AGREEMENT
Financial Services Agreement • March 31st, 2003 • Illinois River Energy LLC • Industrial organic chemicals • Minnesota

This Financial Services Agreement (this "Agreement") is entered into this 25th day of March, 2003, by and between Illinois River Energy, LLC, a Delaware limited liability company ("Illinois River"), and Northland Securities, Inc., a Minnesota corporation ("Northland Securities").

ANNEXATION AGREEMENT PARTIES: CITY OF ROCHELLE AND DP INDUSTRIAL, LLC CONSENTING PARTIES:
Annexation Agreement • November 14th, 2003 • Illinois River Energy LLC • Industrial organic chemicals • Illinois

This Annexation Agreement (this “Agreement”) is entered into as of this day of July, 2003, by and between the City of Rochelle, Ogle County, Illinois (the “City”) and DP Industrial, LLC, a Delaware limited liability company (“Owner”), Yesac Farms, L.P., a limited partnership of Rochelle, Illinois (“Yesac”); Marie Annette Barth and Joyce Stocking as Trustees under The Stocking Family Trust No. 4-96 under Trust Agreement dated June 18, 1996 (collectively, “Barth”); and the Noggle Family Limited Partnership (“Noggle”). Yesac, Barth and Noggle may hereinafter be collectively referred to in this Agreement as the “Consenting Parties”.

AGENCY AGREEMENT March 25, 2003
Illinois River Energy LLC • March 31st, 2003 • Industrial organic chemicals • Illinois

Illinois River Energy, LLC, a Delaware limited liability company (the "Company") hereby confirms its agreement with you with respect to the Company's offer and sale of up to an aggregate of 45,000,000 of the Company's Class A units and Class B units (collectively, the "Units"). The Company desires to increase the capital of the Company in the minimum amount of $25,000,000 and a maximum amount of $45,000,000 by the sale of the Units (the "Offering"). The subscribers therefor, each of whom will be named in a subscription agreement substantially similar to the form of subscription agreement attached as an exhibit to the Prospectus hereinafter referred to (the "Subscription Agreement"), and by which all such subscribers will be bound, will, at the election of and sole discretion of the Company, become unitholders ("Unitholders") of the Company. Pursuant to the terms and conditions hereof, the Company desires to appoint you as the exclusive third-party selling agent (the "Agent") of the Off

NOTICE OF AMENDMENT TO ESCROW AGREEMENT
Escrow Agreement • May 14th, 2003 • Illinois River Energy LLC • Industrial organic chemicals

This Notice of Amendment to Escrow Agreement (this "Amendment") is given by Illinois River Energy, LLC (the "Company") effective the 8th day of May, 2003.

NOTICE OF AMENDMENT TO ESCROW AGREEMENT
Escrow Agreement • March 31st, 2003 • Illinois River Energy LLC • Industrial organic chemicals

This Notice of Amendment to Escrow Agreement (this "Amendment") is given by Illinois River Energy, LLC (the "Company") effective the 28th day of March, 2003.

SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENT
Illinois River Energy LLC • March 31st, 2003 • Industrial organic chemicals • Minnesota

The undersigned, , hereby subscribes for the purchase of a promissory note of Illinois River Energy, LLC (the "Company") in the amount of $ (the "Subscription Amount") upon the terms and conditions set forth below. Upon acceptance of this subscription, the undersigned agrees to deliver a check for the Subscription Amount and, in consideration thereof, the Company agrees to deliver to the undersigned a promissory note (the "Note"), substantially in the form attached as Exhibit A in the amount subscribed, in a principal amount equal to the Subscription Amount. Upon acceptance of this subscription and payment, the Company shall also issue to the undersigned a warrant (the "Warrant"), substantially in the form attached as Exhibit B, to purchase one Class A Unit for each $1.00 of principal amount of the Note, at an initial exercise price of $1.00 per unit, exercisable at any time after issuance and prior to the fifth (5th) anniversary of the date of issuance. The Class A Units issuable upon

AMENDMENT TO AGENCY AGREEMENT
Agency Agreement • May 14th, 2003 • Illinois River Energy LLC • Industrial organic chemicals

This Amendment to Agency Agreement (this "Amendment") is entered into as of May 8, 2003, by and between Illinois River Energy, LLC, a Delaware limited liability company (the "Company"), and Northland Securities, Inc., a Minnesota corporation (the "Agent").

ASSIGNMENT OF OPTION AGREEMENTS
Assignment of Option Agreements • August 14th, 2003 • Illinois River Energy LLC • Industrial organic chemicals

AGREEMENT made this 2nd day of July, 2003 by and between ILLINOIS RIVER ENERGY LLC, a Delaware limited liability company, of the County of Ogle, State of Illinois, hereinafter called “ASSIGNOR” or “IRE”; and James D. Carmichael, of the County of Ogle, State of Illinois, hereinafter called “ASSIGNEE” or “Carmichael”.

AGENCY AGREEMENT January 10, 2003
Agency Agreement • January 22nd, 2003 • Illinois River Energy LLC • Industrial organic chemicals • Minnesota

Illinois River Energy, LLC, a Delaware limited liability company (the “Company”) hereby confirms its agreement with you with respect to the Company’s offer and sale of up to an aggregate of 45,000,000 of the Company’s Class A units and Class B units (collectively, the “Units”). The Company desires to increase the capital of the Company in the minimum amount of $25,000,000 and a maximum amount of $45,000,000 by the sale of the Units (the “Offering”). The subscribers therefor, each of whom will be named in a subscription agreement substantially similar to the form of subscription agreement attached as an exhibit to the Prospectus hereinafter referred to (the “Subscription Agreement”), and by which all such subscribers will be bound, will, at the election of and sole discretion of the Company, become unitholders (“Unitholders”) of the Company. Pursuant to the terms and conditions hereof, the Company desires to appoint you as the exclusive third-party selling agent (the “Agent”) of the Off

REAL ESTATE EXCHANGE AGREEMENT ILLINOIS RIVER ENERGY, L.L.C., AND DP INDUSTRIAL, LLC
Estate Exchange Agreement • May 2nd, 2003 • Illinois River Energy LLC • Industrial organic chemicals • Illinois

This REAL ESTATE EXCHANGE AGREEMENT ("Agreement") is made and entered into as of the 25th day of April, 2003, and is by and between ILLINOIS RIVER ENERGY, L.L.C., a Delaware limited liability company ("IRE"), and DP INDUSTRIAL, LLC, a Delaware limited liability company ("DP"). IRE and DP are collectively referred to herein as the "Parties". April 29, 2003 shall be deemed to be the "Effective Date".

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2003 • Illinois River Energy LLC • Industrial organic chemicals

This Amendment to Consulting Agreement (this "Amendment") is made and entered into as of the 28th day of February, 2003 by and between Illinois River Energy, LLC and Vincent McCabe & Associates, Inc.

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MUTUAL TERMINATION OF AGREEMENTS
Termination Agreement • March 31st, 2003 • Illinois River Energy LLC • Industrial organic chemicals

This Mutual Termination of Agreements ("Termination Agreement") is entered into and made effective as of March 25, 2003 between Illinois River Energy, LLC, a Delaware limited liability company ("Illinois River") and U.S. Bancorp Piper Jaffray Inc. ("U.S. Bancorp Piper Jaffray").

RIDER TO DP INDUSTRIAL ANNEXATION AGREEMENT
Dp Industrial Annexation Agreement • November 14th, 2003 • Illinois River Energy LLC • Industrial organic chemicals • Illinois

THIS RIDER (this “Rider”) is attached to and made a part of that certain Annexation Agreement dated of even date herewith (the “Annexation Agreement”) by and between (i) The City Of Rochelle, an Illinois municipal corporation (the “City”), (ii) DP Industrial, LLC, a Delaware limited liability company (“Owner” or “DP Industrial”), (iii) Yesac Farms, L.P., a limited partnership of Rochelle, Illinois (“Yesac”); (iv) Marie Annette Barth and Joyce Stocking as Trustees under The Stocking Family Trust No. 4-96 under Trust Agreement dated June 18, 1996 (collectively, “Barth”); and (v) the Noggle Family Limited Partnership (“Noggle”)

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