Member Control Agreement Sample Contracts

OF
Member Control Agreement • June 6th, 2006 • Red Trail Energy, LLC • North Dakota
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SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF
Member Control Agreement • March 31st, 2011 • Minnesota

In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF MINNERGY, LLC Dated: Effective November 2, 2007
Member Control Agreement • November 7th, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota

THIS SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effect as of the 2nd day of November, 2007, by and among MinnErgy, LLC, a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.

HERON LAKE BIOENERGY, LLC A Minnesota Limited Liability Company MEMBER CONTROL AGREEMENT (As Amended August 30, 2011) (Contains Restrictions On Transfer Of Interests)
Member Control Agreement • August 12th, 2013 • Granite Falls Energy, LLC • Industrial organic chemicals • Minnesota

THIS MEMBER CONTROL AGREEMENT is hereby adopted and entered into effective as of the Effective Date (as defined below), by the Members (as defined below), pursuant to the provisions of the Act (as defined below), on the terms and conditions set forth herein.

REM COMMUNITY PAYROLL SERVICES, LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • November 1st, 2006 • Rem Consulting of Ohio, Inc. • Services-social services • Minnesota

This MEMBER CONTROL AGREEMENT (the “Agreement”) is made and entered into as of February 11, 2005 by and among NATIONAL MENTOR SERVICES, LLC, a Delaware limited liability company (“Services”), GREGORY TORRES, EDWARD MURPHY, ELIZABETH HOPPER and JOHN GILLESPIE (individually, a “Governor,” and collectively, the “Board of Governors”), and REM COMMUNITY PAYROLL SERVICES, LLC, a Minnesota limited liability company (the “Company”).

AMENDED AND RESTATED MEMBER CONTROL AGREEMENT FOR
Member Control Agreement • October 26th, 2009

This is an Amended and Restated Member Control Agreement for Red Trail Energy, LLC, dated effective as of May 28, 2009 by and among Red Trail Energy, LLC, a North Dakota limited liability company, and the Persons named on the attached Schedule A.

AMENDMENT TO MEMBER CONTROL AGREEMENT OF PACIFIC COAST GAMING -- SANTA ROSA, LLC
Member Control Agreement • May 14th, 2003 • Lakes Entertainment Inc • Services-miscellaneous amusement & recreation
SECOND AMENDMENT TO AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF TWIN CITIES POWER HOLDINGS, L.L.C.
Member Control Agreement • September 11th, 2013 • Twin Cities Power Holdings, LLC • Commodity contracts brokers & dealers

This Second Amendment to Amended and Restated Member Control Agreement (“Second Amendment”) dated August 28th, 2013 is to be effective as of the 28th day of June, 2013 by and among Timothy S. Krieger (“Krieger”) and Summer Enterprises, L.L.C., a Minnesota Limited Liability Company (“Summer”) who are all of the members of Twin Cities Power Holdings, L.L.C., a Minnesota Limited Liability Company (the “Company”). Krieger, Summer and the Company are jointly referred to as Parties (“Parties”).

PROGOLD LIMITED LIABILITY COMPANY AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (CONTAINS RESTRICTIONS ON TRANSFER OF MEMBERSHIP INTERESTS) September 1, 2009
Member Control Agreement • April 30th, 2010 • Golden Growers Cooperative • Minnesota

THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT is made effective as of the 1st day of September, 2009, by and between Golden Growers Cooperative, a Minnesota cooperative association, and American Crystal Sugar Company, a Minnesota cooperative association.

DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC AMENDED AND RESTATED MEMBER CONTROL AGREEMENT
Member Control Agreement • June 5th, 2012 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota

THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT, (the “Agreement”) is made effective as of June 1, 2012 (the “Effective Date”), by and between Dakota Plains Transloading, LLC, a Minnesota limited liability company (“DPT”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”) and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company (the “Company”).

MEMBER CONTROL AGREEMENT OF HERBERGER'S DEPARTMENT STORES, LLC
Member Control Agreement • May 26th, 2006 • Bon-Ton Stores of Lancaster, Inc. • Retail-department stores • Minnesota
DPTS MARKETING LLC SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT
Member Control Agreement • January 8th, 2014 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota

THIS SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT, (the “Agreement”) is made effective as of December 31, 2013 (the “Effective Date”), by and between Dakota Plains Marketing, LLC, a Minnesota limited liability company (“DPM”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”), and DPTS Marketing LLC, a Minnesota limited liability company (the “Company”).

MEMBER SIGNATURE PAGE
Member Control Agreement • April 17th, 2008

The undersigned does hereby warrant, represent, covenant and agree that: (i) the undersigned, as a condition to becoming a Member in Red Trail Energy, LLC, a North Dakota Limited Liability Company, has received a copy of the Member Control Agreement made as of the 24th of September, 2003, and as filed with the Securities and Exchange Commission on April 17, 2007, and, if applicable, all amendments and modification thereto; (ii) the undersigned shall be subject to and comply with all terms and conditions of such Member Control Agreement in all respects, as if the undersigned had executed said Member Control Agreement on the original date thereof; and (iii) the undersigned is and shall be bound by all of the provisions of said Member Control Agreement from and after the dated of execution of this Consent.

AMENDMENT NO. 2 TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC AMENDED AND RESTATED MEMBER CONTROL AGREEMENT
Member Control Agreement • August 8th, 2013 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota

THIS AMENDMENT NO.2 (this “Amendment”) is made effective as of June 17, 2013 by and between Dakota Plains Transloading, LLC, a Minnesota limited liability company (“DPT”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”), and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company (the “Company”).

MEMBER CONTROL AGREEMENT
Member Control Agreement • August 26th, 2011 • North Dakota
MEMBER CONTROL AGREEMENT CELLU TISSUE-CITYFOREST LLC
Member Control Agreement • June 4th, 2013 • Clearwater Fiber, LLC • Paper mills • Minnesota

WHEREAS, Section 322B.11 of Chapter 322B, the Minnesota Limited Liability Company Act (the “Act”), provides that a Minnesota limited liability company shall have one or more members; and

MEMBER CONTROL AGREEMENT OF SW MISSOURI, LLC
Member Control Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota

This Member Control Agreement (“Agreement”) of SW Missouri, LLC, a Minnesota limited liability company (the “Company”), is entered into effective as of the 14th day of June, 2004, by and between the Company and Southwest Casino and Hotel Corp., a Minnesota corporation, as the sole member of the Company (the “Member”).

MEMBER CONTROL AGREEMENT OF TWIN CITIES POWER HOLDINGS, LLC
Member Control Agreement • February 10th, 2012 • Twin Cities Power Holdings, LLC • Minnesota

THIS MEMBER CONTROL AGREEMENT (this “Agreement”) dated as of the 14th day of November, 2011, by and among Twin Cities Power Holdings, LLC, a Minnesota limited liability company (the “Company”), and the persons listed on Exhibit A hereto who are collectively, all of the current Members of the Company. Capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit B hereof which definitions are fully incorporated herein by reference.

AMENDMENT NO. 1 TO DPTS MARKETING LLC AMENDED AND RESTATED MEMBER CONTROL AGREEMENT
Member Control Agreement • March 14th, 2013 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota

THIS AMENDMENT NO. 1 (this “Amendment”) is made effective as of August 30, 2012 by and between Dakota Plains Marketing, LLC, a Minnesota limited liability company (“DPM”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”), and DPTS Marketing LLC, a Minnesota limited liability company (the “Company”).

BREWING VENTURES LLC
Member Control Agreement • June 6th, 2000 • Brewing Ventures LLC • Retail-eating places
AMENDMENT NO. 2 TO DPTS MARKETING LLC AMENDED AND RESTATED MEMBER CONTROL AGREEMENT
Member Control Agreement • August 8th, 2013 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota

THIS AMENDMENT NO. 2 (this “Amendment”) is made effective as of June 17, 2013 by and between Dakota Plains Marketing, LLC, a Minnesota limited liability company (“DPM”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”), and DPTS Marketing LLC, a Minnesota limited liability company (the “Company”).

DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT
Member Control Agreement • January 8th, 2014 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota

THIS SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT, (the “Agreement”) is made effective as of December 31, 2013 (the “Effective Date”), by and between Dakota Plains Transloading, LLC, a Minnesota limited liability company (“DPT”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”) and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company (the “Company”).

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AMENDMENT NO. 1 TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC AMENDED AND RESTATED MEMBER CONTROL AGREEMENT
Member Control Agreement • March 14th, 2013 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota

THIS AMENDMENT NO. 1 (this “Amendment”) is made effective as of August 30, 2012 by and between Dakota Plains Transloading, LLC, a Minnesota limited liability company (“DPT”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”), and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company (the “Company”).

AMENDMENT TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

AMENDMENT TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC MEMBER CONTROL AGREEMENT (this “Amendment”) dated as of April 29, 2011 by and among Dakota Plains Transport, Inc., a Nevada corporation (“DPT”), Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Company (“PTS”), and Dakota Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Company (the “Company”).

AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF TWIN CITIES POWER HOLDINGS, LLC
Member Control Agreement • November 14th, 2012 • Twin Cities Power Holdings, LLC • Commodity contracts brokers & dealers • Minnesota

THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (this “Agreement”) dated as of the 18th day of July, 2012 and effective July 1, 2012, is by and among Twin Cities Power Holdings, LLC, a Minnesota limited liability company (the “Company”), and the persons listed on Exhibit A hereto who are all of the current Members of the Company. Capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit B hereof, which definitions are fully incorporated herein by reference.

MEMBER CONTROL AGREEMENT CELLU TISSUE-CITYFOREST LLC
Member Control Agreement • August 6th, 2009 • Cellu Tissue - CityForest LLC • Paper mills • Minnesota

WHEREAS, Section 322B.11 of Chapter 322B, the Minnesota Limited Liability Company Act (the “Act”), provides that a Minnesota limited liability company shall have one or more members; and

SECOND AMENDMENT TO THE MEMBER CONTROL AGREEMENT OF HERON LAKE BIOENERGY, LLC (AS PREVIOUSLY AMENDED AUGUST 30, 2011 AND MARCH 19, 2014)
Member Control Agreement • March 29th, 2017 • Heron Lake BioEnergy, LLC • Industrial organic chemicals

This SECOND AMENDMENT TO THE MEMBER CONTROL AGREEMENT OF HERON LAKE BIOENERGY, LLC (the Member Control Agreement of Heron Lake BioEnergy, LLC, as amended through August 30, 2011, and as further amended by that certain First Amendment to the Member Control Agreement, collectively referred to as the “Member Control Agreement”), is adopted and approved effective as of the 22nd day of March, 2017, by the affirmative vote of a Majority in Interest of the Members of Heron Lake BioEnergy, LLC (the “Company”) pursuant to Section 322B.37 of the Minnesota Statutes and pursuant to Section 9.1 of the Member Control Agreement of the Company at a meeting of the Members held on March 22, 2017.

DPTS MARKETING LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

THIS MEMBER CONTROL AGREEMENT, (the “Agreement”) is made effective as of April 29, 2011 (the “Effective Date”), by and between Dakota Plains Marketing, LLC, a Minnesota limited liability company, Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Company (“PTS”), and DPTS Marketing LLC, a Minnesota Limited Liability Company (the “Company”).

MARKETPLACE HOME MORTGAGE - WEBDIGS, LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • February 13th, 2009 • Webdigs Inc • Real estate agents & managers (for others) • Minnesota

WHEREAS, the undersigned constitute all of the current members of Marketplace Home Mortgage - Webdigs, LLC, a Minnesota limited liability company; and

FIRST AMENDMENT TO THE MEMBER CONTROL AGREEMENT OF HERON LAKE BIOENERGY, LLC (AS PREVIOUSLY AMENDED AUGUST 30, 2011)
Member Control Agreement • March 24th, 2014 • Heron Lake BioEnergy, LLC • Industrial organic chemicals

This FIRST AMENDMENT TO THE MEMBER CONTROL AGREEMENT OF HERON LAKE BIOENERGY, LLC (the Member Control Agreement of Heron Lake BioEnergy, LLC, as amended August 30, 2011, the "Member Control Agreement"), is adopted and approved effective as of the 19th day of March, 2014, by the affirmative vote of a Majority in Interest of the Members of Heron Lake BioEnergy, LLC (the Company) pursuant to Section 322B.37 of the Minnesota Statutes and pursuant to Section 9.1 of the Member Control Agreement of the Company at a meeting of the Members held on March 19, 2014.

MEMBER CONTROL AGREEMENT FOR (LLC Name)
Member Control Agreement • August 7th, 2020

This is a Member Control Agreement for_________ dated effective as of _____, 20__ by and among __________, a Minnesota limited liability company, and the Member named on the attached Schedule A.

MEMBER CONTROL AGREEMENT RED TRAIL ENERGY, LLC
Member Control Agreement • April 17th, 2007 • Red Trail Energy, LLC • Oil & gas field services, nec • North Dakota

WHEREAS, the undersigned constitute all of the current members of Red Trail Energy, LLC, a North Dakota limited liability company; and

DPTS MARKETING LLC AMENDED AND RESTATED MEMBER CONTROL AGREEMENT
Member Control Agreement • June 5th, 2012 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Minnesota

THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT, (the “Agreement”) is made effective as of June 1, 2012 (the “Effective Date”), by and between Dakota Plains Marketing, LLC, a Minnesota limited liability company (“DPM”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”), and DPTS Marketing LLC, a Minnesota limited liability company (the “Company”).

SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF AGASSIZ ENERGY, LLC Dated: Effective September 6, 2006
Member Control Agreement • September 21st, 2006 • Agassiz Energy, LLC • Industrial organic chemicals • Minnesota

THIS SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (this “Agreement”) is entered into effective as of the 6th day of September, 2006, by and among Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A”, and any other Persons that may from time to time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.6. This Agreement amends and restates the Member Control Agreement between the parties hereto dated November 4, 2004, and the Amended and Restated Member Control Agreement of Agassiz Energy, LLC effective March 31, 2006.

AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF AGASSIZ ENERGY, LLC Dated: Effective March 31, 2006
Member Control Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota

THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (this “Agreement”) is entered into effective as of the 31st day of March, 2006, by and among Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A”, and any other Persons that may from time to time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.6. This Agreement amends and restates the Member Control Agreement between the parties hereto dated November 4, 2004.

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