ICM, INC. AGREEMENT – EQUITY MATTERS

 

Exhibit 10.3

THIS AGREEMENT, is entered into as of the 17th day of June, 2010 (“Effective Date”), by and among ICM, Inc. a corporation organized and existing under the laws of Kansas  “ICM”), and Southwest Iowa Renewable Energy, LLC, a limited liability company organized and existing under the laws of Iowa (“SIRE” and together with ICM, the “Parties” and each individually a “Party”).

 

 

2.           Proceeds from Offerings.  During such time as ICM, or any affiliate of ICM owns Series C Units of SIRE, or holds any right to acquire Series C Units pursuant to the terms of the ICM Term Note, SIRE shall not sell or otherwise issue any membership interests or other equity interests in SIRE or issue any debt securities of SIRE without (a) giving ICM (or its affiliate, as applicable) at least thirty (30) days prior written notice thereof (“Offer Notice”), and (b) obtaining the consent and approval of SIRE’s Directors and Members (in each case to the extent required the SIRE Operating Agreement, as such may be amended, supplemented or restated hereafter) to, and SIRE committing in writing in favor of ICM (or its affiliate, as applicable) to, apply twenty-four percent (24%) of the proceeds received by SIRE from each such sale or issuance of such membership interests or other equity interests or debt securities to repurchase Series C Units from ICM (or any applicable affiliate) at a price no less than $3,000 per Series C Unit.  SIRE acknowledges that its obligation to repurchase Series C Units pursuant to this section applies to all Series C Units held by ICM, or an affiliate of ICM, as of the date of the Offer Notice and any Series C Units which may be acquired by ICM or its affiliates after the date of the Offer Notice upon exercise of the rights granted under the ICM Term Note; provided, however, SIRE’s obligation shall only apply to the Series C Units received through conversion of all or any portion of the outstanding principal balance of the ICM Term Note.