exhibit 10. 2 execution version llc interest purchase agreement this llc interest purchase agreement ( “ agreement ” ) is made as of november 20, 2009, by illinois corn processing holdings llc, a delaware limited liability company ( “ buyer ” ), and mgp ingredients, inc., a kansas corporation ( “ seller ” ). recitals seller desires to sell, and buyer desires to purchase, 50 % ( the “ purchased interest ” ) of the issued and outstanding limited liability company interest of illinois corn processing, llc, a delaware limited liability company ( the “ company ” ), for the consideration and on the terms set forth in this agreement. agreement the parties, intending to be legally bound, agree as follows : 1. definitions for purposes of this agreement, the following terms have the meanings specified or referred to in this section 1 : “ additional capital investment ” — all additional equity capital contributions and total capital expenditures made by each of buyer and seller pursuant to the llc agreement. “ applicable contract ” — any contract ( a ) under which the company has or may acquire any rights, ( b ) under which the company has or may become subject to any obligation or liability, or ( c ) by which the company or any of the assets owned or used by it is or may become bound. “ breach ” — a “ breach ” of a representation, warranty, covenant, obligation, or other provision of this agreement or any instrument delivered pursuant to this agreement will be deemed to have occurred if there is or has been ( a ) any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, or ( b ) any claim ( by any person ) or other occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation, or other provision, and the term “ breach ” means any such inaccuracy, breach, failure, claim, occurrence, or circumstance. “ business ” — the business operations, activities, plant assets and practices associated with the production of fuel ethanol, food grade and industrial grade alcohol and associated by - products at the plant. “ buyer ” — as defined in the first paragraph of this agreement. “ buyer indemnified persons ” — as defined in section 10. 2. exhibit 10. 2 execution version llc interest purchase agreement this llc interest purchase agreement ( “ agreement ” ) is made as of november 20, 2009, by illinois corn processing