REDEMPTION AGREEMENTRedemption Agreement • June 9th, 2023 • Seaberg Karen • Wholesale-beer, wine & distilled alcoholic beverages • Kansas
This REDEMPTION Agreement (this “Agreement”) is made and entered into as of June 7, 2023, by and among Cray MGP Holdings, LP, a Kansas limited partnership (the “Partnership”), Cray Family Management, LLC, a Kansas limited liability company and the Partnership’s general partner (the “General Partner”), and the Susan Robbins Descendant’s Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (the “Redeemed Limited Partner”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Limited Partnership Agreement dated as of October 1, 2012, as amended from time to time prior to the date hereof, attached hereto as Exhibit A (the “Partnership Agreement”).
VOTING AGREEMENTVoting Agreement • December 12th, 2013 • Seaberg Karen • Grain mill products • Kansas
This Voting Agreement (the “Agreement”) is entered into on December 3, 2013 by MGP Ingredients, Inc. (the “Company”), Cloud “Bud” Cray, Jr., Karen Seaberg, Thomas M. Cray (Karen Seaberg, Cloud “Bud” Cray, Jr. and Thomas M. Cray, collectively, the “Preferred Stockholders”), and Michael Braude, Linda Miller, Gary Gradinger, Daryl Schaller, John Speirs, and John Byom, each as independent members of the Board of Directors of the Company (the “Independent Directors” and collectively with the Cloud Cray, Jr. and Karen Seaberg, the “Board”). All of the above are collectively referred to as the “Parties” to this Agreement.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • December 12th, 2013 • Seaberg Karen • Grain mill products • Kansas
This Settlement Agreement and Mutual Release (the “Agreement”) is entered into on December 3, 2013 by MGP Ingredients, Inc. (“MGP” or the “Company”), Cloud “Bud” Cray, Jr., Karen Seaberg, and Thomas M. Cray (Karen. Seaberg, Cloud “Bud” Cray, Jr. and Thomas M. Cray, collectively, the “Cray Group”), Michael Braude, Linda Miller, Gary Gradinger, Daryl Schaller, John Speirs, and John Byom, each as independent members of the Board of Directors (the “Board”) of MGP, and Tim Newkirk. All of the above are collectively referred to as the Parties to this Agreement.
JOINDER TO JOINT FILING AGREEMENTJoint Filing Agreement • October 7th, 2013 • Seaberg Karen • Grain mill products
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to be added to the Joint Filing Agreement, dated May 23, 2013 among Cray Family Management LLC, Cray MGP Holdings LP, Karen Seaberg, Laidacker M. Seaberg and Cloud L. Cray, Jr. (the “Joint Filing Agreement”), for the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of MGP Ingredients, Inc. and that this Joinder to Joint Filing Agreement be included as an Exhibit to such joint filing.
MEMBERSHIP iNTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 9th, 2023 • Seaberg Karen • Wholesale-beer, wine & distilled alcoholic beverages • Kansas
This Membership Interest Purchase Agreement (the “Agreement”) is made and entered into as of June 7, 2023, by and among the Cathy L. Scroggs Trust dated April 18, 2017, as amended (“Scroggs”), the Susan H. Robbins share created under the Robbins Joint Revocable Trust dated March 7, 2017, as amended (“Robbins” and, together with Scroggs, the “Sellers”) and the Karen Cray Seaberg Revocable Trust dated May 15, 1992, as amended (the “Buyer”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 7th, 2023 • Seaberg Karen • Wholesale-beer, wine & distilled alcoholic beverages
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of MGP Ingredients, Inc. and that this Agreement be included as an Exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • January 27th, 2023 • Seaberg Karen • Wholesale-beer, wine & distilled alcoholic beverages
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of MGP Ingredients, Inc. and that this Agreement be included as an Exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • April 6th, 2021 • Seaberg Karen • Wholesale-beer, wine & distilled alcoholic beverages
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of MGP Ingredients, Inc. and that this Agreement be included as an Exhibit to such joint filing.
SECOND AMENDMENT TO VOTING TRUST AGREEMENT (MGP INGREDIENTS, INC. VOTING TRUST)Voting Trust Agreement • July 5th, 2013 • Seaberg Karen • Grain mill products
The Second Amendment (“Second Amendment”) to the MGP Ingredients, Inc. Voting Trust Agreement (“Voting Trust”) is entered into as of the 27th day of June, 2013 by the Trustees whose signatures are set forth below, effective as of the Effective Time, as defined below.
OPTION AGREEMENT OPTION to Purchase the Grantor’s present right to receive a Trust Certificate, and the right to receive any Preferred Stock delivered upon the termination of the MGP Ingredients, Inc. Voting Trust of MGP Ingredients, a Kansas corporationOption Agreement • October 7th, 2013 • Seaberg Karen • Grain mill products • Kansas
FOR $100 in cash or by check and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, The Foundation of the Atchison Family of YMCA (successor-in-interest to the Young Men’s Christian Association of Atchison, Kansas; “Grantor”) hereby grants to Karen L. Seaberg or her permitted assigns (such holder or holders of this Option (as defined below) are hereinafter referred to as “Optionholder”) an irrevocable and exclusive option to purchase, on the Exercise Date (as defined below), (i) the Grantor’s present right to receive, and beneficial ownership of, the Trust Certificate to be issued to Grantor by the MGP Ingredients, Inc. Voting Trust (“Voting Trust”), under the Voting Trust Agreement entered into on November 16, 2005, as amended by a First Amendment dated August 10, 2010 and a Second Amendment entered into on June 27, 2013 (the “Voting Trust Agreement”) (“Trust Certificate”), and (ii) all of Grantor’s right to receive, and beneficial own
JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2021 • Seaberg Karen • Wholesale-beer, wine & distilled alcoholic beverages
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of MGP Ingredients, Inc. and that this Agreement be included as an Exhibit to such joint filing.
