Exhibit 10.1
MEMBERSHIP UNIT PURCHASE
AGREEMENT
This MEMBERSHIP UNIT PURCHASE
AGREEMENT (the “Purchase Agreement”), effective as of
May 1, 2005, among and between Dakota Growers Pasta Company, Inc.,
a North Dakota corporation (“Dakota”), B-New, LLC, an
Ohio limited liability company (“BNEW”), TechCom Group,
LLC, a Florida limited liability company (“TechCom”),
and Buhler, Inc., a Minnesota corporation (“Buhler”)
(Dakota, BNEW, TechCom and Buhler may be referred to herein as a
“Member” and collectively as the
“Members”).
RECITALS
WHEREAS, the Members entered into an
Operating Agreement as of October 31, 2003, and entered into a
first amendment of the Operating Agreement effective
February 9, 2004, a second amendment of the Operating
Agreement effective October 25, 2004 and a third amendment of
the Operating Agreement effective November 1, 2004
(collectively, the “Agreement”);
WHEREAS, the Members are all of the
members of DNA Dreamfields Company, LLC, an Ohio limited liability
company (“DNA”);
WHEREAS, BNEW is desirous to sell,
and Dakota is desirous to purchase, 12.88 of its Membership Units
for Two Million, Six Hundred Sixty-Six Thousand, Six Hundred and
Sixty-Seven Dollars ($2,666,667);
WHEREAS, TechCom is desirous to
sell, and Dakota is desirous to purchase, 6.44 of its Membership
Units for One Million, Three Hundred Thirty-Three Thousand, Three
Hundred and Thirty-Three Dollars ($1,333,333);
WHEREAS, the Members agree to waive
DNA’s right of first refusal as provided in Section 4(A)
of the Agreement; and
WHEREAS, the Members, through
execution of this Purchase Agreement, provide the consent of
members as proscribed in Section 4(B) of the Agreement.
Additionally, the Members have simultaneously amended and restated
the Agreement by executing an Amended and Restated
Agreement.
NOW, THEREFORE, the parties hereto
agree as follows:
1.
Agreement to Purchase Membership
Units from BNEW .
In consideration of the transfer of 12.88 Membership Units to
Dakota, Dakota has, simultaneously with its execution of this
Purchase Agreement, paid Two
