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.
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
