Common use of Independent Activities; Transactions With Affiliates Clause in Contracts

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their its Affiliates, acting on their its own behalf, from engaging in whatever activities they chooseit chooses, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, ; or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. (a) The Directors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. . (b) Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director to permit the Company or any other Director or Member or its their Affiliates to participate in any such activities. Except as expressly provided in this Section 1.9(b), and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To . (c) No contract or transaction between the extent permitted Company and one or more of its Members, or between the Company and any other Person in which one or more of the Members is a director, manager or officer, or in which such Member has a financial interest, shall be void or voidable (i) solely because of such relationship, (ii) solely because a Director appointed or elected by applicable law and subject such Member is present at, or participates in, the meeting of the Directors at which such contract or transaction is authorized, or (iii) solely because a Director appointed or elected by such Member votes are counted for such authorization; provided, however, the material facts as to the provisions of this Agreement, relationship are disclosed to the Directors are hereby authorized to cause and a majority of the Company to purchase Property fromdisinterested Directors authorize such contract or transaction, sell Property to or otherwise deal with any Member (including any Member who is also regardless of whether the disinterested Directors constitute a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third partyquorum.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director to permit the Company or any other Director or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its such Director’s discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their its Affiliates, acting on their its own behalf, from engaging in whatever activities they chooseit chooses, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, ; or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person person or enterprise in any capacity that the Director may deem appropriate in its such director’s discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their its Affiliates, acting on their its own behalf, from engaging in whatever activities they chooseit chooses, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, ; or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director Governor or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director Governor to permit the Company or Director any other Governor or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors Governors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a DirectorGovernor), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third party. If the Governors, as fiduciaries of the Company, determine that it is in the Company’s best interests to enter into a material transaction with any Member or person known by the Governors to be an Affiliate of any Member, such transaction shall be embodied in a written contract and the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority of the Independent Governors, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliate.

Independent Activities; Transactions With Affiliates. The Directors Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director Governor or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director Governor to permit the Company or Director any other Governor or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors Governors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a DirectorGovernor), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third party.

Independent Activities; Transactions With Affiliates. (a) The Directors Managing Member (and any Director) shall be required to devote such time to the affairs of the Company as may be necessary properly to manage and operate the Company, and but otherwise shall be free to serve any other Person or enterprise in any capacity that the Director it may deem appropriate in its discretion. Neither . (b) Subject to clause (c) of this Section 1.9, insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, its Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and ; provided that any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or any other Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) Notwithstanding clause (b) of this Section 1.9, the Managing Member shall not, and shall procure that no GMI Entity shall, carry on or be engaged or interested economically or otherwise in any manner whatsoever (whether alone or jointly with another and whether directly or indirectly) in any business which competes with the Cereals Business or the Pet Business. (d) To the extent permitted by applicable law and law, but subject to the provisions of this AgreementAgreement and the Transaction Documents, in furtherance of the purposes of the Company set forth in Section 1.3, the Directors are Managing Member is hereby authorized to cause the Company to purchase purchase, lease, and license Property (whether real, personal, or mixed) from, sell sell, lease, and license Property to to, or otherwise deal with in ways contemplated by the Transaction Documents, any Member (including any Member who is also a Director)Member, acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale sale, lease, license, or other transaction shall be made on terms and conditions which that are no less favorable to the Company than if the purchase, sale, purchase lease, license, or other transaction had been made with an independent third party. (e) Notwithstanding any provision in this Agreement, including Section 1.9(d) and Section 5, the Managing Member or any officer of the Company, on behalf of the Company, is hereby authorized to cause the Company to execute and deliver, and perform its obligations under, the Transaction Documents to which the Company is a party, all without any further action, consent, or approval of any Person.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither Subject to any confidentiality agreements with or for the benefit of the Company, neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director to permit the Company or any other Director or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its his or her discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their its Affiliates, acting on their its own behalf, from engaging in whatever activities they chooseit chooses, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, ; or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. (a) The Directors Manager shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and the Manager and the Special Purpose Manager shall be free to serve any other Person or enterprise in any capacity whether or not any such activity may be competitive or in conflict with the interests of the Company. (b) Each Member acknowledges that each Manager, each Member and the Director Affiliates of each of them are free to engage or invest in an unlimited number of activities or businesses, any one or more of which may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member be related to the activities or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with businesses of the Company or otherwisecompetitive or in conflict with the interests of the Company, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities or businesses to the Company or any Member, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member or (ii) Manager or their Affiliates from engaging in such activities, or require any Member or Director Manager to permit the Company or Director any Manager or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are Manager is hereby authorized to cause the Company to purchase Property Properties from, sell Property Properties to or otherwise deal with any Member (including any Member who is also a Director), the Manager acting on its own behalf, any Member or any Affiliate of the Manager or any Member; provided (i) any affiliate transaction that any such purchase, sale or other transaction relates to purposes set forth in Section 1.3(a)(i) shall be made on terms and conditions which are no less favorable to the Company than if those that would have been entered into with unrelated third parties; and (ii) any affiliate transactions other than those set forth in clause (i) above, shall not be entered into without the sale, purchase or other transaction had been made with an independent third partyconsent of the Special Purpose Manager.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither Provided that no Director of the Company shall serve on the Board of Directors of, or serve in any role other than as a passive investor in, any company or venture engaged in the biodiesel industry, without giving prior written notice to, and obtaining the consent in writing of, the Board of Directors of the Company, neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director to permit the Company or any other Director or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director Governor or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director Governor to permit the Company or Director any other Governor or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors Governors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a DirectorGovernor), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third partyparty in the same geographic location who provides comparable goods or services which could reasonably be made available to the Company. For such transactions the Governors shall, as fiduciaries, determine such arrangements are in the best interest of the Company. All such transactions shall be embodied in a written contract, the material terms of which shall be fully disclosed to the Members. Such a contract may only be modified by vote of a majority of the then outstanding Membership Interest. Such a contract shall contain a clause allowing termination without penalty on sixty (60) days notice. Governors shall not engage in reciprocal business arrangements which circumvent any restrictions contained in the Agreement against dealing with Affiliates. In addition, Officers and Governors can only purchase the Company’s securities being sold to the public at a price equal to that paid by unaffiliated purchasers.

Independent Activities; Transactions With Affiliates. The Directors Managers shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither However, following substantial completion of the first Facility, no Manager or officer shall serve as director, manager or officer of, or be employed by, any other ethanol or biofuels plant where the Manager’s or officer’s relationship, in the sole and absolute determination of the Board, presents a potential conflict of interest. Subject to any confidentiality agreements with or for the benefit of the Company and the foregoing limitations, neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director Manager or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director Manager to permit the Company or Director any other Manager or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors Managers are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a DirectorManager), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director Governor or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director Governor to permit the Company or Director any other Governor or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors Governors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a DirectorGovernor), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third partyparty in the same geographic location who provides comparable goods or services which could reasonably be made available to the Company. For such transactions the Governors shall, as fiduciaries, determine such arrangements are in the best interest of the Company. All such transactions shall be embodied in a written contract, the material terms of which shall be fully disclosed to the Members. Governors shall not engage in reciprocal business arrangements which circumvent any restrictions contained in the Agreement against dealing with Affiliates. In addition, Officers and Governors can only purchase the Company’s securities being sold to the public at a price equal to that paid by unaffiliated purchasers.

Independent Activities; Transactions With Affiliates. The Directors Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director Governor or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director Governor to permit the Company or Director any other Governor or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors Governors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a DirectorGovernor), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third partyparty in the same geographic location who provides comparable goods or services which could reasonably be made available to the Company. For such transactions the Governors shall, as fiduciaries, determine such arrangements are in the best interest of the Company. All such transactions shall be embodied in a written contract, the material terms of which shall be fully disclosed to the Members. Governors shall not engage in reciprocal business arrangements which circumvent any restrictions contained in the Agreement against dealing with Affiliates. In addition, Officers and Governors can only purchase the Company’s securities being sold to the public at a price equal to that paid by unaffiliated purchasers.

Independent Activities; Transactions With Affiliates. The Directors (a) Each Member and Manager and any of their respective Affiliates shall be required to devote only such time to the affairs of the Company as such Member or Manager determines in its sole discretion may be necessary to manage and operate the Companynecessary, and each Affiliate of a Member or Manager, to the extent not otherwise directed by the Member or Manager, shall be free to serve any other Person or enterprise in any capacity that the Director it may deem appropriate in its discretion. Neither . (b) Insofar as permitted by applicable law, any Member, Manager and their respective Affiliates may, notwithstanding this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their AffiliatesAgreement, acting on their own behalf, from engaging engage in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, Manager or (ii) Affiliate of any of them from engaging in such activities, or require any Member or Director Manager to permit the Company or Director any Member, Manager or Member or its Affiliates Affiliate of any of them to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. This provision shall not be construed to be in derogation of any obligation which any Person may have to the Company arising out of such Person’s employment by, or position as an officer of the Company, or any contract or agreement such Person may have with the Company. (c) To the extent permitted by applicable law and subject to the provisions of except as otherwise provided in this Agreement, the Directors are Company is hereby authorized to cause the Company to purchase Property property from, sell Property to property to, or otherwise deal with any Member (including any Member who is also a Director)or Manager, acting on its own behalf, or any Affiliate of any Member; Member or Manager, provided that any such purchase, sale sale, or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase purchase, or other transaction had been made entered into with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions condition which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors (a) Each member of the Executive Committee shall be required use his best efforts to devote such time to the affairs of the Company as may he determines, in his sole discretion, to be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director it may deem appropriate in its discretion. Neither . (b) Insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, its Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or any other Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law law, and subject to the provisions of this Agreement, in furtherance of the Directors are purposes of the Company set forth in Section 2.3, the Executive Committee is hereby authorized to cause the Company to purchase purchase, lease, and license Property (whether real, personal or mixed) from, sell and sell, lease, and license Property to or otherwise deal with to, any Member (including any Member who is also a Director)Member, acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale sale, lease, or license or other transaction shall be made on terms and conditions which that are no less favorable to the Company than if the sale, purchase purchase, or other transaction had been made with an independent unaffiliated third party.

Independent Activities; Transactions With Affiliates. The Directors Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director Governor or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director Governor to permit the Company or Director any other Governor or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors Governors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a DirectorGovernor), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third party.. Notwithstanding the foregoing, the following shall apply to transactions between the Company and a Sponsor:

Independent Activities; Transactions With Affiliates. (a) The Directors Manager shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and the Manager and the Special Purpose Manager shall be free to serve any other Person or enterprise in any capacity whether or not any such activity may be competitive or in conflict with the interests of the Company. (b) Each Member acknowledges that each Manager, each Member and the Director Affiliates of each of them are free to engage or invest in an unlimited number of activities or businesses, any one or more of which may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member be related to the activities or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with businesses of the Company or otherwisecompetitive or in conflict with the interests of the Company, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities or businesses to the Company or any Member, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member or (ii) Manager or their Affiliates from engaging in such activities, or require any Member or Director Manager to permit the Company or Director any Manager or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, Agreement the Directors are Manager is hereby authorized to cause the Company to purchase Property properties from, sell Property Properties to or otherwise deal with any Member (including any Member who is also a Director), the Manager acting on its own behalf, any Member or any Affiliate of the Manager or any Member; provided (i) any affiliate transaction that any such purchase, sale or other transaction relates to purposes set forth in Section 1.3(a)(i) shall be made on terms and conditions which are no less favorable to the Company than if those that would have been entered into with unrelated third parties; and (ii) any affiliate transactions other than those set forth in clause (i) above, shall not be entered into without the sale, purchase or other transaction had been made with an independent third partyconsent of the Special Purpose Manager.

Independent Activities; Transactions With Affiliates. The Directors (a) Each Director shall be required to devote such time to the affairs of the Joint Sales Company as may be necessary to manage and operate the Joint Sales Company, and shall be free to serve any other Person or enterprise in any capacity that the such Director may deem appropriate in his, her or its discretion. Neither . (b) Insofar as permitted by applicable law and except as otherwise provided in the Commercial Alliance Agreements, neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Joint Sales Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Joint Sales Company or any Member, or (ii) require any Member or Director to permit the Joint Sales Company or any other Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law and subject to the provisions of this Agreementthe Commercial Alliance Agreements, the Board of Directors are is hereby authorized to cause the * CONFIDENTIAL TREATMENT REQUESTED Joint Sales Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a or Director), acting on its own behalf, or any Affiliate of any MemberMember or Director; provided that PROVIDED that, except as set forth in Section 6.10 hereof, any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Joint Sales Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their its Affiliates, acting on their its own behalf, from engaging in whatever activities they chooseit chooses, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, ; or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.. Table of Contents

Independent Activities; Transactions With Affiliates. The Directors (a) Each Director shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the such Director may deem appropriate in its his or her discretion. Neither . (b) Insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member Shareholder or its Affiliates or any Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Memberthe Shareholders, or (ii) require any Member Shareholder or any Director to permit the Company or any other Director or Member Shareholder or any of its Affiliates respective Affiliates, as the case may be, to participate in any such activities, and as a material part of the consideration for becoming a Shareholder in accordance with the execution provisions of this Agreement by each Member, each Member Shareholder hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, the Board of Directors are is hereby authorized to cause the Company to purchase Property property from, sell Property property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, the Shareholders or any Affiliate of any Membera Shareholder; provided that that, unless ratified by a unanimous Vote of the Voting Shareholders, any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may they deem appropriate in its their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall shall: (i) prevent any Member or Director or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member, ; or (ii) require any Member or Director to permit the Company or any other Director or Member or its their Affiliates to participate in any such activities, and as . As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with with, any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made entered into with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors (a) Each Member and their Affiliates, including any individuals appointed by a Member to the Board, shall be required to devote only such time to the affairs of the Company as such Person determines in its reasonable discretion may be necessary to manage and operate the Company, and each such Person shall be free to serve any other Person or enterprise in any capacity that the Director it may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall . (b) Except (i) prevent as provided in Section 7.3 (Confidentiality) and Section 7.4 (Nonsolicitation, (ii) as prohibited by applicable law or (ii) as prohibited by any other written contract restricting such Person’s activities vis a vis the Company, any Member or Director or their Affiliatesand any Affiliate of a Member, acting including any individual appointed by a Member to the Board, may, notwithstanding this Agreement, engage on their its own behalf, from engaging behalf in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member and neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member or any Affiliate of a Member, including any individual appointed by a Member to the Board, from engaging in such activities, or (ii) require any Member or Director to permit the Company or Director or any Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law and subject to the provisions of except as otherwise provided in this Agreement, the Directors officers of the Company, when acting on behalf of the Company, are hereby authorized to cause the Company to purchase Property from, sell Property to to, or otherwise deal with any Member (including any Member who is also a Director)Member, acting on its own behalf, or any Affiliate of any Member; , provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase purchase, or other transaction had been made entered into with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors (a) Each Manager shall be required to devote only such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director such Manager may deem appropriate in his, her or its discretion. Neither . (b) Insofar as permitted by applicable law and subject to the provisions of Section 6.4 hereof, neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director Manager or their Affiliates, acting on their own behalf, Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director Manager to permit the Company or Director any other Manager or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are Management Board is hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director)or Manager, acting on its own behalf, or any Affiliate of any MemberMember or Manager; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors Each Director shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, Company and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its such Director’s discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (ia) prevent any Member or Director or their its Affiliates, acting on their its own behalf, from engaging in whatever activities they choosehe, she or it chooses (including, specifically, being a member, officer, director or employee of Siouxland Ethanol), whether the same are competitive with the Company or its Affiliates or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, ; or (iib) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Board of Directors are is hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, ) or any Affiliate of any Member; , acting on its, his or her own behalf, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its such Director's discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their its Affiliates, acting on their its own behalf, from engaging in whatever activities they chooseit chooses, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, ; or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. ‌ (a) The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director Directors may deem appropriate in its their discretion. . (b) Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

Independent Activities; Transactions With Affiliates. (a) The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director Directors may deem appropriate in its discretion. . (b) Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. . (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided PROVIDED that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.