EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 3 
 TO

 VOTING AGREEMENT 

This AMENDMENT NO. 3 TO VOTING AGREEMENT (this “Amendment”) is made and entered into as of this 11 day of February, 2016, by
and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), Clean Energy Capital, LLC, a Delaware limited liability company (“CEC”), Hawkeye Energy Holdings, LLC, a Delaware limited
liability company (“Hawkeye”), Ethanol Capital Partners, L.P., Series J, a Delaware limited partnership (“Series J”), Ethanol Capital Partners, L.P., Series L, a Delaware limited partnership (“Series
L”), Ethanol Capital Partners, L.P., Series N, a Delaware limited partnership (“Series N”), Ethanol Capital Partners, L.P., Series O, a Delaware limited partnership (“Series O”), Ethanol Capital Partners,
L.P., Series P, a Delaware limited partnership (“Series P”), Ethanol Capital Partners, L.P., Series Q, a Delaware limited partnership (“Series Q”), Ethanol Capital Partners, Series R, L.P., a Delaware limited
partnership (“Series R”), Ethanol Capital Partners, Series T, L.P., a Delaware limited partnership (“Series T”), South Dakota Wheat Growers Association, a South Dakota cooperative (“SDWG”), and each
of the undersigned directors (the “Directors”) of the Company. The Company, CEC, Hawkeye, Series J, Series L, Series N, Series O, Series P, Series Q, Series R, Series T, SDWG and Directors are collectively referred to herein as the
“Parties.” 
 RECITALS 

A. The Company, Hawkeye, Ethanol Investment Partners, LLC, a Delaware limited liability company (“EIP”), Series R, Series T,
Tennessee Ethanol Partners, LP, a Delaware limited partnership (“TEP”), SDWG, and the Directors are parties to that certain Voting Agreement dated as of August 28, 2009, as amended by that certain Amendment No. 1 to Voting
Agreement dated April 7, 2010 (the “Original Voting Agreement”). Capitalized terms not used herein but not otherwise defined have the meaning given to them in the Original Voting Agreement. 

B. The Parties, Ethanol Capital Partners, L.P., Series E, a Delaware limited partnership (“Series E”), Ethanol Capital
Partners, L.P., Series H, a Delaware limited partnership (“Series H”), Ethanol Capital Partners, L.P., Series I, a Delaware limited partnership (“Series I”) and Ethanol Capital Partners, L.P., Series S, a Delaware
limited partnership (“Series S”), agreed to amend the Voting Agreement further pursuant to that certain Amendment No. 2 to Voting Agreement dated January 12, 2015. 

C. On May 26, 2015, the term of Series E expired, and effective July 1, 2015, in connection with the liquidation thereof, Series E
distributed 591,268 units of membership interests in the Company it beneficially owned (the “Units”) pro rata to its limited partners (the “Series E Unit Distribution”). 

D. On July 31, 2015, the term of Series H expired, and effective October 1, 2015, in connection with the liquidation thereof, Series
H distributed 226,247 Units pro rata to its limited partners (the “Series H Unit Distribution”). 







 E. On July 31, 2015, the term of Series I expired, and effective October 1, 2015, in
connection with the liquidation thereof, Series I distributed 249,234 Units pro rata to its limited partners (the “Series I Unit Distribution”). 

F. On September 5, 2015, the term of Series S expired, and effective January 1, 2016, in connection with the liquidation thereof,
Series S distributed 94,391 Units pro rata to its limited partners (the “Series S Unit Distribution”). 
 G. The
Parties desire to remove Series E, Series H, Series I and Series S as parties to the Voting Agreement. 
 H. Series J, Series L, Series N,
Series O, Series P, Series Q, Series R and Series T (each, a “Series Party” and collectively, the “Series Parties”) each have limited terms of duration, and the Parties heretofore desire to consent to any future
distributions of Units to limited partners upon dissolution of any such Series Party (the “Dissolution Distributions”), waive transfer restrictions with respect to such Dissolution Distributions and acknowledge in advance the Series
Parties’ automatic removal as parties to this agreement upon the expiration of a Series Party’s term (as to any Series Party, such date of dissolution a “Series Party Dissolution Date”). 

I. The Parties desire to amend the Original Voting Agreement as set forth herein. 

AGREEMENT 
 NOW,
THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the Parties agree as follows: 
  

	 	1.	Removal of Parties. 

 a. By execution of this Amendment, the Parties hereto hereby
acknowledge and agree that, effective as of July 1, 2015, Series E shall be deemed to no longer be a party to the Original Voting Agreement. 

b. By execution of this Amendment, the Parties hereto hereby acknowledge and agree that, effective as of October 1, 2015, Series H shall
be deemed to no longer be a party to the Original Voting Agreement. 
 c. By execution of this Amendment, the Parties hereto hereby
acknowledge and agree that, effective as of October 1, 2015, Series I shall be deemed to no longer be a party to the Original Voting Agreement. 

d. By execution of this Amendment, the Parties hereto hereby acknowledge and agree that, effective as of January 1, 2016, Series S shall
be deemed to no longer be a party to the Original Voting Agreement. 
 e. By execution of this Amendment, the Parties hereby acknowledge and
agree that, effective as of a Series Party Dissolution Date, the Series Party whose term has automatically terminated, triggering the dissolution of such Series Party, shall automatically be deemed to no longer be a party of the Original Voting
Agreement. 

  
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	 	2.	Amendments. 

 The Original Voting Agreement is hereby amended as follows: 

a. The Preamble is hereby amended and restated in its entirety to read as follows: 

This Amended Voting Agreement (this “Agreement”) is made and entered into as of this 11 day of February, 2016, by and
among (i) Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), (ii) Clean Energy Capital, LLC (f/k/a Ethanol Capital Management, LLC), a Delaware limited liability company
(“CEC”), (iii) Hawkeye Energy Holdings, LLC, a Delaware limited liability company (“Hawkeye”), (iv) Ethanol Capital Partners, L.P., Series J, a Delaware limited partnership (“Series J”),
(v) Ethanol Capital Partners, L.P., Series L, a Delaware limited partnership (“Series L”), (vi) Ethanol Capital Partners, L.P., Series N, a Delaware limited partnership (“Series N”), (vii) Ethanol
Capital Partners, L.P., Series O, a Delaware limited partnership (“Series O”), (viii) Ethanol Capital Partners, L.P., Series P, a Delaware limited partnership (“Series P”), (ix) Ethanol Capital Partners,
L.P., Series Q, a Delaware limited partnership (“Series Q”), (x) Ethanol Capital Partners, Series R, L.P., a Delaware limited partnership (“Series R”), (xi) Ethanol Capital Partners, Series T, L.P., a
Delaware limited partnership (“Series T” and together with CEC, Series J, Series L, Series N, Series O, Series P, Series Q and Series R, the “Partners”), and each of Hawkeye and Partners, an
“Investor”), South Dakota Wheat Growers Association, a South Dakota cooperative (“SDWG”), and each of the undersigned directors (the “Directors”) of the Company. The Company, Hawkeye, Partners, SDWG
and Directors are collectively referred to herein as the “Parties.” Hawkeye, Partners, SDWG and Directors are collectively referred to herein as the “Members.” 

 

	 	3.	Consent and Waiver 

 a. Section 1.8 of the Original Voting Agreement provides, in
pertinent part, that the Members agree that (i) any Person to whom any Member transfers any Units shall be bound by the provisions of the Original Voting Agreement if the transferee were originally a party hereto, subject to certain limited
exceptions, and that (ii) any attempted transfer in violation of Section 1.8 shall be null and void. 
 b. In light of the
foregoing, and consistent with past practices, the Parties wish to waive the transfer restrictions set forth in Section 1.8 of the Original Voting Agreement and consent to the recent Series E, Series H, Series I and Series S Unit Distributions
and any future Dissolution Distribution; 

  
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 c. The Parties waive the transfer restrictions set forth in Section 1.8 of the Original
Voting Agreement for: 
 i. the limited partners of Series E who received Units held by Series E in connection with the
Series E Unit Distribution, 
 ii. the limited partners of Series H who received Units held by Series H in connection with
the Series H Unit Distribution, 
 iii. the limited partners of Series I who received Units held by Series I in connection
with the Series I Unit Distribution, 
 iv. the limited partners of Series S who received Units held by Series S in
connection with the Series S Unit Distribution, and 
 v. the limited partners of any Series Party who will receive Units
held by that Series Party in connection with any future Dissolution Distribution. 
 d. The Parties hereby irrevocably and unconditionally:

 i. consent to the Series E Unit Distribution; 

ii. consent to the Series H Unit Distribution; 

iii. consent to the Series I Unit Distribution; 

iv. consent to the Series S Unit Distribution; 

v. consent to all future Dissolution Distributions; 

e. The Parties waive the transfer restrictions set forth in Section 1.8 of the Original Voting Agreement for 

i. those limited partners of Series E who received Units in connection with the Series E Unit Distribution with respect to the
Units received, 
 ii. those limited partners of Series H who received Units in connection with the Series H Unit
Distribution with respect to the Units received, 
 iii. those limited partners of Series I who received Units in connection
with the Series I Unit Distribution with respect to the Units received, 
 iv. those limited partners of Series S who
received Units in connection with the Series S Unit Distribution with respect to the Units received, and 
 v. those limited
partners of any Series Party who receive Units in connection with a Dissolution Distribution with respect to the Units received. 

  
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 f. The Parties acknowledge that the limited partners of Series E, Series H, Series I and Series S
or the limited partners of any Series Party that makes a Dissolution Distribution will not be a party to, or subject to in any way, the Original Voting Agreement or this Amendment with respect to the Units received, and that the Units received by
these limited partners will no longer be shares held by “Affiliates” and aggregated pursuant to Section 1.7 of the Original Voting Agreement. 
  

	 	4.	Governing Law. 

 This Amendment shall be governed by and construed in accordance with the
Limited Liability Company Act of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its
principles of conflicts of laws. 
  

	 	5.	Counterparts. 

 This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may also be executed and delivered by facsimile or electronic signature via a .pdf document and in multiple counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  

	 	6.	Miscellaneous. 

 Except as specifically amended herein, the Original Voting Agreement
shall remain in full force and effect. Any reference to this “Amendment” shall include the Recitals set forth in the beginning of this Amendment. 

[Remainder of page intentionally left blank; signature page follows] 

  
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 In witness whereof, the Parties hereto have executed this Amendment No. 2 to the Voting
Agreement on the date first above written. 
  

			
	ADVANCED BIOENERGY, LLC
		
	By:	 	  

	Name:	 	Richard R. Peterson
	Title:	 	Chief Executive Officer
	
	CLEAN ENERGY CAPITAL, LLC
		
	By:	 	  

	Name:	 	Scott Brittenham
	Title:	 	Manager
	
	ETHANOL CAPITAL PARTNERS, SERIES J, LP
	By:	 	Clean Energy Capital, LLC
	Title:	 	General Partner
		
	By:	 	  

	Name:	 	Scott Brittenham
	Title:	 	Manager
	
	ETHANOL CAPITAL PARTNERS, SERIES L, LP
	By:	 	Clean Energy Capital, LLC
	Title:	 	General Partner
		
	By:	 	  

	Name:	 	Scott Brittenham
	Title:	 	Manager
	
	ETHANOL CAPITAL PARTNERS, SERIES N, LP
	By:	 	Clean Energy Capital, LLC
	Title:	 	General Partner
		
	By:	 	  

	Name:	 	Scott Brittenham
	Title:	 	Manager



  
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	 ETHANOL CAPITAL PARTNERS, SERIES O, LP

	 By:
	 	 Clean Energy Capital, LLC

	 Title:
	 	 General Partner

		
	 By:
	 	  

	 Name:
	 	 Scott Brittenham

	 Title:
	 	 Manager

	
	 ETHANOL CAPITAL PARTNERS, SERIES P, LP

	 By:
	 	 Clean Energy Capital, LLC

	 Title:
	 	 General Partner

		
	 By:
	 	  

	 Name:
	 	 Scott Brittenham

	 Title:
	 	 Manager

	
	 ETHANOL CAPITAL PARTNERS, SERIES Q, LP

	 By:
	 	 Clean Energy Capital, LLC

	 Title:
	 	 General Partner

		
	 By:
	 	  

	 Name:
	 	 Scott Brittenham

	 Title:
	 	 Manager

	
	 ETHANOL CAPITAL PARTNERS, SERIES R, LP

	 By:
	 	 Clean Energy Capital, LLC

	 Title:
	 	 General Partner

		
	 By:
	 	  

	 Name:
	 	 Scott Brittenham

	 Title:
	 	 Manager

	
	 ETHANOL CAPITAL PARTNERS, SERIES T, LP

	 By:
	 	 Clean Energy Capital, LLC

	 Title:
	 	 General Partner

		
	 By:
	 	  

	 Name:
	 	 Scott Brittenham

	 Title:
	 	 Manager




  
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	HAWKEYE ENERGY HOLDINGS, LLC
		
	By:	 	  

	Name:	 	Joshua M. Nelson
	Title:	 	Director
	
	SOUTH DAKOTA WHEAT GROWERS ASSOCIATION
		
	By:	 	  

	Name:	 	Dale Locken
	Title:	 	CEO/Treasurer


 DIRECTORS: 
  

									
	  
	  		  	  

	Name:  	 	Scott A. Brittenham	  		  	Name:  	 	Troy L. Otte
	Title:	 	Director	  		  	Title:	 	Director
			
	  
	  		  	  

	Name:	 	J D Schlieman	  		  	Name:	 	Richard R. Peterson
	Title:	 	Director	  		  	Title:	 	Director
			
	  
	  		  	  

	Name:	 	Joshua M. Nelson	  		  	Name:	 	Charles Miller
	Title:	 	Director	  		  	Title:	 	Director


  
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