exv10w12



 





EXHIBIT 10.12




LOCK-UP AGREEMENT




     THIS
LOCK-UP AGREEMENT (the “Agreement”) is made and entered
into this ___day of November,
2006 by and between ONE EARTH ENERGY, LLC (the “Company”), an Illinois limited liability company,
ALLIANCE GRAIN CO. (“Alliance”), FISHER FARMERS GRAIN & COAL COMPANY (“Fisher Farmers”), GRAND
PRAIRIE CO-OP, INC. (“Grand Prairie”), LUDLOW COOPERATIVE ELEVATOR COMPANY (“Ludlow”) and TOPFLIGHT
GRAIN COOPERATIVE, INC. (“Topflight”). Alliance, Fisher Farmers, Grand Prairie, Ludlow and
Topflight are hereby collectively referred to herein as “Security Holders.” The Agreement shall be
filed with the Company.



     WHEREAS, each of the Security Holders has received membership interests (“Units”) of the
Company pursuant to their Initial Member (Manager/Director) Subscription Agreements with the
Company; and



     WHEREAS, the number of Units issued to each Security Holder under its respective Initial
Member (Manager/Director) Subscription Agreement is set forth opposite its name on Schedule A
attached to this Agreement (the Units listed on Schedule A are hereinafter referred to as
“Restricted Units”) ; and



     WHEREAS, the Company has applied to, among others, the Indiana Securities Division and the
Missouri Securities Division (collectively the “Divisions”), for registration of 12,020 Units for
sale to the residents of Indiana, Missouri and elsewhere, and as a condition of registration the
Security Holders and the Company agree to be bound by this Agreement and the applicable rules and
regulations of the Divisions.



     NOW, THEREFORE, for and in consideration of the mutual promises and agreements hereinafter set
forth, the parties hereto agree as follows:



     1. Prohibition on Transfers. Except as set forth in Section 3, the Security Holders
shall not, from the date of this Agreement and at any time prior to the date that is three (3)
years from the date the Company closes its initial registered offering of Units (the “Restricted
Period”), sell, assign, transfer, or grant any option for the sale of, or otherwise transfer or
dispose of, whether or not for consideration, any of the Restricted Units. Except for the
Restricted Units, this restriction on transfer shall not apply to any other Units of the Company
held by the Security Holders. Following the expiration of the Restricted Period, the prohibition
on transfers shall terminate and the Security Holders shall be allowed to transfer the Units.



     2. Termination of Prohibition. The prohibition and restrictions on transfer of
Restricted Units shall terminate upon the earlier of:




     (i) at the end of the Restricted Period; or




     (ii) on the Divisions’ agreement to the release of the Units in response to a request
by the Company that the Units be released.



 









 





     3. Permitted Transfers. The Restricted Units may be transferred by will, or pursuant
to the laws of decent and distribution, or by operation of law, or by order of any court of
competent jurisdiction, but in all cases the Restricted Units shall remain subject to the
restrictions of this Agreement and subject to the terms of this Agreement until released pursuant
to Section 2 above.



     4. Voting. The Security Holders shall have all voting rights to which the Restricted
Units are entitled.



     5. Unit Splits. Any Units issued to the Security Holders resulting from any
distributions or splits of the Restricted Units shall be subject to the prohibitions and
restrictions under this Agreement.



     6. Legend. A legend shall be placed on the back side of each certificate of the
Restricted Units which states that the sale or transfer of the Units evidenced by the certificate
is subject to the restrictions set forth in this Agreement.



     7. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their heirs, successors and assigns.



     8. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the state of Illinois.



     9. Entire Agreement. This Agreement constitutes the entire Agreement among the
parties with respect to the subject matter hereof. This Agreement may be executed by any one or
more of the parties hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same instrument.



     10. Termination. This Agreement shall terminate in its entirety when the prohibitions
and restrictions on transfers have expired or been released as provided in Section 2.



     IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above
written.



COMPANY:




One Earth Energy, LLC




	 	 	 
	By:
	 	/s/ Steven Kelly 
	 

	 	 
	Its:
	 	President 
	 

	 	 





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SECURITY HOLDERS:




Alliance Grain Co.




	 	 	 
	By:
	 	/s/ Steven Kelly 
	 

	 	 
	 

	 	     Steven Kelly, General Manager
	 
	 	 
	Fisher Farmers Grain & Coal Company
	 
	 	 
	By:
	 	/s/ Louis Schwing, Jr. 
	 

	 	 
	 

	 	     Louis Schwing, Jr.
	 
	 	 
	Grand Prairie Co-op, Inc.
	 
	 	 
	By:
	 	/s/ Roger Miller 
	 

	 	 
	 

	 	     Roger Miller, General Manager
	 
	 	 
	Ludlow Cooperative Elevator Company
	 
	 	 
	By:
	 	/s/ Bruce Bastert 
	 

	 	 
	 

	 	     Bruce Bastert, General Manager
	 
	 	 
	Topflight Grain Cooperative, Inc.
	 
	 	 
	By:
	 	/s/ Scott Docherty 
	 

	 	 
	 

	 	     Scott Docherty, General Manager






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SCHEDULE A




Restricted Units




	 	 	 
	Alliance Grain Co.

	 	171 Units
	 
	 	 
	Fisher Farmers Grain & Coal Company

	 	171 Units
	 
	 	 
	Grand Prairie Co-op, Inc.

	 	171 Units
	 
	 	 
	Ludlow Cooperative Elevator Company

	 	171 Units
	 
	 	 
	Topflight Grain Cooperative, Inc.

	 	171 Units







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