Unit Transfer Policy Effective April 20, 2015 1. Introduction. This Unit Transfer Policy (“Policy”) of Southwest Iowa Renewable Energy, LLC (“SIRE” “we” or “us”) is effective as of April 20, 2015. This Policy constitutes Exhibit C of our Fourth...
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Unit Transfer Policy Effective April 20, 2015 1. Introduction. This Unit Transfer Policy (“Policy”) of Southwest Iowa Renewable Energy, LLC (“SIRE” “we” or “us”) is effective as of April 20, 2015. This Policy constitutes Exhibit C of our Fourth Amended and Restated Operating Agreement dated March 21, 2014, as it may be amended from time to time (the “Operating Agreement”). All terms not defined in this Policy have the meaning given to them in the Operating Agreement. 2. Definitions. Unless otherwise defined in this Policy, the following terms have the meanings ascribed to them in this Section 2: “Manual” The Southwest Iowa Renewable Energy Qualified Matching Service Manual applicable to the QMS provided at Appendix 1 “Private Unit Transfer” A transfer of a Unit outside of the QMS “QMS” SIRE’s qualified matching service “QMS Unit Transfer” A transfers of a Unit through the QMS “Securities” SIRE’s Membership Units “Unit Transfers” Private Unit Transfers and QMS Unit Transfers 3. Procedures & General Rules. ● QMS Unit Transfers: Unit Holders wishing to Transfer Units through the QMS should refer to the Manual which is available on our website (xxx.xxxxxxxxxxx.xxx). The procedures for and the timing of QMS Unit Transfers are governed by the Manual, in addition to the provisions below. ● Private Unit Transfers: Unit Holders wishing to Transfer Units in a Private Unit Transfer must send us a completed Private Unit Transfer Request and Agreement in the form attached as Appendix 2 which has been executed by both the Transferor(s) and the Transferee(s). The Private Unit Transfer Request and Agreement, which is available on our website, must be sent to us at the following address: Southwest Iowa Renewable Energy, LLC 00000 000xx Xx. Xxxxxxx Xxxxxx, XX 00000 XXX-000000-6 1
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● We reserve the right to request a non-refundable check in the amount determined by us made out to “Southwest Iowa Renewable Energy, LLC” to cover the costs we incur for a Unit Transfer request, which may include administrative expenses and professional fees.1 ● We may request additional information respecting Unit Transfer, including an opinion of the transferor’s counsel, as discussed below. ● All requests for Unit Transfers will be aggregated and submitted for Board consideration at the end of each fiscal quarter. ● For Private Unit Transfers, we will notify the transferor whether the Board has approved the request following the Board meeting in which the request is considered. For QMS Unit Transfers, if the Board approves the request, we will inform the QMS of such approval and the parties will be notified as provided in the Manual. In the event a request for a Unit Transfer is denied, the materials submitted by the Unit Holder will be returned, excepting the check (if required). ● If a request for a Unit Transfer is granted by the Board, the Transfer will become effective as to the transfer of ownership and as to allocation matters as provided in this Policy. 4. General Limitations. The Board has discretion to approve any request by a Series A Unit holder for a Unit Transfer. In addition to the information required elsewhere in this Policy, the Board may require the Transferor Member to provide an opinion of counsel reasonably acceptable to the Board that: (i) the proposed Transfer, alone or when combined with other transactions, would not result in: (A) a termination of SIRE within the meaning of Code Section 708 (or, if so, that no material adverse tax consequences would result to us or the Members by reason of such termination), (B) SIRE’s losing its status as a partnership for income tax purposes, or (C) the taxation of SIRE as a publicly-traded partnership for income tax purposes; and (ii) the Unit(s) may be Transferred without registration under any applicable securities laws. 5. Further Conditions for Permitted Unit Transfers. ● Requirement: A Unit Transfer will not be treated as a Permitted Transfer unless and until the conditions in this Section and Sections 5.6(c) of the Operating Agreement are satisfied. ● Conveyance Documents. Except in the case of a Transfer of a Unit involuntarily by operation of law, the Transferor and Transferee must execute and deliver to us documents and instruments of conveyance as may be necessary or appropriate in the opinion of our counsel to affect the Transfer. In the case of a Transfer of Units involuntarily by operation of law, the Transfer must be confirmed by presentation to us of legal evidence of the Transfer, in form and substance satisfactory to our counsel. In all cases, we must be reimbursed by the Transferor and/or Transferee for all costs and expenses we reasonably incur in connection with the Transfer. ● Tax Information. The Transferor and Transferee of a Unit must furnish us with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit us to file all required federal and state tax returns and other required information statements or returns. In addition, the Transferee of a Unit must consent to the use of the method and convention of allocating Profits and Losses and each item of Profit and Loss for the year of the Transfer that is specified in this Policy. Without limiting the generality of the foregoing, we will not be required to make any Distribution otherwise provided for in the Operating Agreement with respect to any Transferred Units until we have received this information. 1 The Board reserves the right to require the transferor Member to reimburse the Company for any additional reasonable costs incurred in connection with responding to and effecting a requested transfer. OMA-302023-6 2
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Appendix 1 to Unit Transfer Policy Southwest Iowa Renewable Energy, LLC Qualified Matching Service Manual Effective April 20, 2015 I. Purpose and Overview. Under the Trading Service Agreement dated November 20, 2009 between Southwest Iowa Renewable Energy, LLC (“SIRE”) and FNC Ag Stock, LLC (“FNC”), SIRE and FNC hereby agree to the following rules and procedures for the trading of SIRE’s Membership Units (“Securities”) through the Qualified Matching Service established by SIRE and operated by FNC (the “QMS”) under the terms of this Qualified Matching Service Manual (“Manual”). All terms not otherwise defined below have the meaning given to them in the SIRE’s Fourth Amended and Restated Operating Agreement dated March 21, 2014 (the “Operating Agreement”). SIRE must limit trading of its Securities to preserve its pass-through tax status. Members will be allowed to sell their Membership Units through the QMS (a “QMS Unit Transfer”). Transfers that are not made through the QMS (a “Private Unit Transfer”) may be made under the requirements of this Unit Transfer Policy (the “Transfer Policy”). Please see Appendix 2 to the Transfer Policy for Private Unit Transfers of Units. Members should review the provisions of the Transfer Policy on SIRE’s website (xxx.xxxxxxxxxxx.xxx) for further guidance. All unauthorized trades or Transfers of Securities will be void. II. Summary of Important Terms of the QMS. Transfer Membership Units Limitations No Member may Transfer any Unit if, in the determination of SIRE’s Board of Directors (the “Board”), such Transfer would cause SIRE to be treated as a publicly- traded partnership (“PTP”) under the Internal Revenue Code of 1986, as amended (the “Code”). No more than 10% of SIRE’s outstanding Securities may be traded through the QMS in any calendar year. If the 10% limit is reached, no further trading will be authorized until after the end of the year. See §4 of the Transfer Policy. The Board may elect in its sole discretion not to recognize any Transfer unless and until (i) SIRE has received a satisfactory opinion of counsel that the Transfer may be lawfully made without registration under applicable state and federal securities laws and that the Transfer will not cause SIRE to be treated as a PTP and (ii) all documents of conveyance are executed and delivered to SIRE, including the Transferor’s Membership Unit Certificate. See §3 of the Transfer Policy. New All new Members purchasing Membership Units through the QMS must sign a Members counterpart signature page to the Operating Agreement. The signature page is available on SIRE’s website. Trading The Board will consider transfers once per calendar quarter. All transfers that are Periods approved will be effected on the first day of the following quarter, except when an offer to sell is posted in the last 45 days of a quarter and is matched with an offer to buy, in which case the transfers are approved the next following quarter. The quarters begin on January 1, April 1, July 1 and October 1 of each calendar year. See §5 of the Transfer Policy and §§V and VII(H) below. Pledged If you have pledged your Securities to secure a loan, you must get a signed consent Units from your lender to sell your Securities. The escrow agent will make the check for the sale proceeds payable to both you and the lender upon written request by the lender. See §VII(D)(6) below. Operation SIRE has engaged FNC to operate the QMS for SIRE’s Securities. You may not sell of the QMS or Transfer SIRE’s Membership Units other than through this QMS or through a Private Unit Transfer under the Private Unit Transfer Request and Agreement OMA-302023-6 5
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contained as Appendix 2 to the Transfer Policy. Sellers must pay FNC a commission of 3% of the purchase price for each QMS Unit Transfer, with a minimum commission of $250.00 per transaction. Offers to buy or sell Securities through the QMS are non- binding until a written contract for sale has been executed. All offers to buy and sell Units remain subject to authorization by the Board as provided in the Operating Agreement. ● Offers to buy or sell Securities through the QMS are non-binding until a written Contract for Sale with FNC (“Sale Contract”) has been executed by both parties. FNC’s form of Sale Contract can be found on SIRE’s website. All matched offers to buy and sell remain subject to authorization by SIRE and any transfer agent SIRE appoints (the “Transfer Agent”). See §3 of the Transfer Policy and §VII(D) below. ● Persons interested in buying Securities or selling their Securities through the QMS should contact FNC at 0-(000) 000-0000 to complete a listing agreement (for sellers) with FNC (“Listing Agreement”) or place a bid (for buyers). FNC’s form of Listing Agreement is available on SIRE’s website. You must indicate the price and number of Membership Units you desire to buy or sell in whole Unit (for Membership Units) increments. Offers to buy or sell Securities will be made available by FNC upon request and available listings, recent sales and offers to purchase will be posted on FNC’s website at xxx.xxxxxxxxxx.xxx. See §VI below. ● FNC will match bids with the listed offers for sale on a daily basis (with the exception of weekends and holidays), except that bids may not be matched with offers to sell until the Securities have been listed for at least 15 days. In matching offers, preference is generally given first to the lowest priced offers to sell or the highest bid price, then in the order received. The purchase price will be the buyer’s bid price. See §V(K) below. ● When an offer to sell is matched with a bid, FNC will contact the buyer and seller by telephone to confirm the sale and then send buyer the Sale Contract. The buyer must return the signed Sale Contract to FNC within 10 business days with a 100% deposit of the purchase price plus the counterpart signature page to the Operating Agreement (if transferring Membership Units) and other documentation, if applicable. The purchase price deposit will be held by the independent escrow agent engaged by XXXX, Alerus Financial (“Escrow Agent”) until the sale is completed. See §VII(D) below. ● After FNC receives the buyer’s Sale Contract and deposit, FNC will send the Sale Contract to the seller who must sign and return it to FNC within 10 business days with his/her Membership Unit Certificate(s) (or a Lost Certificate Affidavit), for the transfer of Membership Units. SIRE’s form of Lost Certificate Affidavit is available on its website. In the Listing Agreement, the seller agrees to pay FNC’s commission if the seller fails to sign and return these documents as required. See §VII(D) below. ● Approximately 30 days prior to the end of each quarter, FNC will submit to the Transfer Agent the Sales Contracts and related documentation to confirm compliance with all Operating Agreement restrictions (for the transfer of Membership Units), including Board approval. See §VII(F) below. ● If the sale of Membership Units is authorized by the Board, the Transfer Agent will reissue the Membership Units to the buyer and inform FNC to direct the Escrow Agent to disburse the net sale proceeds to the seller, after payment of FNC’s commission. If the sale is not authorized, the purchase price will be returned to the buyer and no commission will be charged. See §VII(D) below. ● Offers to sell and offers to buy may not be listed on the QMS any longer than 120 days. After an offer to sell or buy has been listed for 120 days, it will be removed. A buyer may repost his or her offer to buy immediately; however, a seller will not be OMA-302023-6 6
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G. “Two-sided quotes” in which a person indicates a bid to buy at one price and an offer to sell at another price are prohibited. X. XXXX will act as Transfer Agent and can be contacted at: Southwest Iowa Renewable Energy, LLC Attention: Transfers 00000 000xx Xxxxxx Xxxxxxx Xxxxxx, Xxxx 00000 I. Any person that is a broker-dealer or an associated person of a broker-dealer or who has a state securities license is responsible for identifying that fact. J. By accessing the QMS, the buyer and seller of the Securities agree to fully indemnify, defend and hold harmless SIRE and its directors, employees, agents and members from any and all claims arising out of participation with its appearing on the QMS. K. The Securities appearing on the QMS are illiquid and inherently risky. Therefore, a prospective investor must understand that he/she/it must be able to withstand the total loss of their investment. Prospective investors should carefully review SIRE’s reports filed with the Securities and Exchange Commission (“SEC”), including the risk factors SIRE has identified as important respecting its Securities and business which are described in SIRE’s last Report on Form 10-K, as may be updated in a Report on Form 10-Q by SIRE. Prospective investors can locate these reports either on SIRE’s website or the SEC’s website (xxx.xxx.xxx). L. The Securities listed on the QMS are not endorsed by any regulatory authority. The fact that the sale of the Securities may have been registered with a state regulatory agency and/or the SEC does not constitute an endorsement by any regulatory body. Any representation to the contrary is a criminal offense. M. The appearance of Securities on the QMS does not constitute an offer to sell nor solicitation of an offer to buy Securities by SIRE. All transactions in Securities through the QMS are solely made between the sellers and buyers. V. Trading Periods. Sellers may post offers to sell Securities (also referred to as the “ask price”) and purchasers may post offers to purchase Securities (also referred to as the “bid price”) on the QMS during any business day of the year. Offers to sell will be matched with offers to purchase on a rolling, daily basis after the offer to sell has been posted for at least 15 days. Trades will be completed four times a year on the first day of each quarter beginning on January 1, April 1, July 1 and October 1. Trades for Units will be coordinated upon final notification of acceptance from SIRE’s Transfer Agent. VI. General Rules and Procedures. A. Questions About the QMS. Questions regarding registration, buying and selling on the QMS should be directed to FNC as follows, or please refer to FNC’s website (xxx.xxxxxxxxxx.xxx) for contact information: Telephone: (000) 000-0000 or (000) 000-0000 Fax: (000) 000-0000 B. Questions About SIRE and Investor Information. Questions regarding SIRE should be directed to: Telephone: (000) 000-0000 or (000) 000-0000 OMA-302023-6 8
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Appendix 2 to Unit Transfer Policy PRIVATE UNIT TRANSFER REQUEST AND AGREEMENT THIS PRIVATE UNIT TRANSFER REQUEST AND AGREEMENT (“Agreement”) is made and entered into as of the date provided on the signature page by and among Southwest Iowa Renewable Energy, LLC, an Iowa limited liability company (the “Company”), the party(ies) identified below as the “Transferor(s)” (“Transferor”), and the party(ies) identified below as the “Transferee(s)” (“Transferee,” together with Transferor, the “Transfer Parties”), with respect to the membership unit(s) of the Company Transferor wishes to Transfer to Transferee (the “Assigned Membership Units”). Unless otherwise provided herein, all capitalized terms shall have the meanings ascribed to them in the Fourth Amended and Restated Operating Agreement of the Company dated March 21, 2014 (the “Operating Agreement”). For purposes of this Agreement, Membership Units are referred to as “Securities.” 1. Identification of the Transfer Parties and the Assigned Membership Units: Transferor(s) (units from): Name (as on the certificate): Social Security Number: _____-___-_____ -or- Tax Identification _____-___-_____ Number: Home Telephone (____) -_____ -_______ Number: Work Telephone (____) -_____ -_______ Number: Cell Phone (____) -_____ -_______ Number: Street Address: City: State: Zip Code: Email Address: Name (if held in additional names): Social Security Number: _____-___-_____ -or- Tax Identification _____-___-_____ Number: OMA-302023-6 13
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Home Telephone (____) -_____ -_______ Number: Work Telephone (____) -_____ -_______ Number: Cell Phone (____) -_____ -_______ Number: Street Address: City: State: Zip Code: Email Address: Transferee(s) (receiving units): Name: (as it should appear on the (One transfer per document) Certificate): Social Security _____-___-_____ Number: -or- Tax Identification _____-___-_____ Number: Home Telephone (____) -_____ -_______ Number: Work Telephone (____) -_____ -_______ Number: Cell Phone (____) -_____ -_______ Number: Street Address: City: State: Zip Code: Email Address: Name: Social Security _____-___-_____ Number: OMA-302023-6 14
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-or- Tax Identification _____-___-_____ Number: Home Telephone (____)-_____-_______ Number: Work Telephone (____)-_____-_______ Number: Cell Phone (____)-_____-_______ Number: Street Address: City: State: Zip Code: Email Address: Assigned Membership Unit(s): Number of Original Date(s) of the Unit Membership Units to Number of Membership Membership Unit Certificate(s) to be be Transferred (whole Units to be Retained by Certificate Number(s): Transferred: Units only): Transferor(s) (if any): ________ _______________ ________ ________ Prior Transfers by Transferor: Has the Transferor ever Transferred Company Membership Units in the past? Yes No If “Yes,” please indicate when the Transferor last Transferred any Units, the number of Units Transferred, and to who. _____________________________________________________________________________________ 2. Type of Transfer: Transferor requests the Board of Directors of Company to approve the following type of Transfer (check one): A Transfer in which the basis of the Assigned Membership Units in the hands of the Transferee is determined, in whole or in part, by reference to its basis in the hands of the Transferor or is determined under Code Section 732, such as a gift. A Transfer at death, including transfers from an estate or testamentary trust. A Transfer between members of a family, with family defined to include brothers and sisters, whether by the OMA-302023-6 15
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whole or half blood, spouse, ancestors (parents and grandparents only), and lineal descendants. Relationship of Transferee to Transferor: ______________________________________________________ * Note that uncles, aunts and relatives through marriage are not included in this definition of “family,” and accordingly, a Transfer to joint tenants, where one of the joint tenants is not otherwise so related, does not fit within this type of Transfer. Proposed Private Unit Transfers to joint tenants may only be made to the one spouse having the family relationship to the Transferor provided above. A Transfer involving distributions from a retirement plan qualified under Code Section 401(a) or an individual retirement account. One or more Transfers by a Member and any related persons (within the meaning of Code Sections 267(b) or 707(b)(1)) during any 30 calendar day period of Units aggregating more than 2% of the total outstanding Securities. A Transfer by one or more Members of Units representing in aggregate 50% or more of the total Securities in one transaction or a series of related transactions. None of the above apply. Type of Ownership for new owners (Check appropriate box) Individual Partnerships Employee Benefit Plan Other Tax Exempt Entities Joint Tenants Limited Liability Individual Retirement C – Corporation Company Account S – Corporation Tenants in Common Trust Xxxxxx Plan Other Taxable Entity Individuals, Joint Tenants and Tenants in Common are occasionally referred to collectively as “individual investors.” All Joint Tenants or Tenants in Common must complete and sign separate Investor Suitability Questionnaire and Transfer of Unit agreements. Partnerships, Limited Liability Companies, Corporations, Trusts and Other Taxable Entities are occasionally referred to collectively in these Subscription Documents as "Business Entities." Business Entities may be required to complete and sign a Business Entity Questionnaire. Employee Benefit Plans, Individual Retirement Accounts, Xxxxx Plans and Other Tax Exempt Entities are occasionally referred to collectively in these Subscription Documents as "Tax Exempt Entities." 3. Security Interests: Transferor certifies to the Company that (choose one): Transferor has not granted to a lender a security interest in the Assigned Membership Units. Transferor has granted to a lender a security interest in the Assigned Membership Units and the lender’s consent and transfer instructions accompany this Private Unit Transfer Request and Agreement. Transferee certifies to the Company that (choose one): Transferee has not granted to a lender a security interest in the Assigned Membership Units. Transferee has granted to a lender a security interest in the Assigned Membership Units. 4. Documents Enclosed: Transferor and Transferee have enclosed all of the following documents, as applicable: OMA-302023-6 16
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Certificate(s) representing the Assigned Membership Units. *Note: Transferor must execute the reverse side of the Membership Unit Certificate. *Note: If the Membership Unit Certificate is lost or destroyed, the Transferor must include an affidavit declaring same. Please contact the Company for a form of affidavit. Executed counterpart signature page to the Operating Agreement for each Transferee which is not already a Member of the Company (attached as the “Membership Signature Page”). Xxxxxx’s consent and transfer instructions (if Transferor has granted a security interest in the Assigned Membership Units to a lender). Copies of all documents which the Company requests or which will assist the Board of Directors in determining that the Transfer qualifies as the type of Transfer indicated in Section 2 above. A certified copy of a death certificate, letters of appointment or designation of attorney form (if the Transfer is requested due to a Member’s death). Title page, signature page and trustee indemnification page of trust instrument (if the Transfer is to a trust). Resolution of board or governing body approving the Transfer, and copies of bylaws, operating or partnership agreement, as applicable (if Transfer is from or to a corporation, limited liability company or partnership). 5. Assignment of Assigned Membership Units: (a) For good and valuable consideration paid by Transferee to Transferor, the receipt and sufficiency of which are hereby acknowledged by the Transfer Parties, Transferor hereby sells, transfers and assigns to Transferee, effective upon the effectiveness of this Agreement, all of Transferor’s right, title and interest in and to the Assigned Membership Units. The Assigned Membership Units so transferred shall include, without limitation, the following: (i) that portion of Transferor’s capital account reflected on the books of the Company that is attributable to the Assigned Membership Units, (ii) Transferor’s right, title and interest in and to the assets of the Company and the Profits, Losses and Distributions, if any, of the Company attributable to the Assigned Membership Units; and (iii) the right to vote as a Member of the Company as provided in the Operating Agreement with attributable to the Assigned Membership Units. (b) Upon the effectiveness of this Agreement, Transferee shall be entitled to exercise all of the rights, powers and privileges, and shall be obligated to perform all of the duties and obligations, of Transferor which may presently or hereafter exist with respect to the Assigned Membership Units. This Agreement shall be binding on and inure to the benefit of the successors, legal representatives, and assigns of Transferee and Transferor forever. (c) TRANSFEROR AND TRANSFEREE ACKNOWLEDGE THAT THE PROPOSED TRANSFER IS INCOMPLETE AND INVALID UNLESS AND UNTIL THE COMPANY’S BOARD OF DIRECTORS APPROVES THIS PRIVATE UNIT TRANSFER REQUEST AND AGREEMENT. 6. Representations, Warranties and Covenants of Transferee: Transferee hereby acknowledges, represents and warrants to, and agrees with, the Transferor and the Company as follows: (a) Transferee has reached the age of majority in the state in which Transferee resides. (b) Transferee is not relying on any information provided by the Company to the Transferee with respect to Transferee’s acquisition of the Assigned Membership Units. OMA-302023-6 17
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(c) Transferee intends to acquire the Assigned Membership Units for his/her/its own account without a view to subsequent distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise Transfer or dispose of any of the Assigned Membership Units or any portion thereof to any other person. (d) Transferee understands that the Assigned Membership Units are subject to substantial restrictions on Transfer under applicable tax and securities laws along with restrictions in the Operating Agreement and agrees that if the Assigned Membership Units or any part thereof are sold or distributed in the future, the Transferee shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of and Securities Act and applicable tax laws. (e) Transferee agrees to indemnify and hold the Company harmless for any damage, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from the improper Transfer of Units from the Transferor to the Transferee. (f) Transferee understands that the Company will place a restrictive legend on any certificate representing any Unit containing substantially the following language as the same may be amended by the Company’s Board of Directors in its sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. (g) Transferee understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the Units. (h) Under penalties of perjury, Transferee certifies that: (i) the number shown on this Private Unit Transfer Request and Agreement is the Transferee’s correct taxpayer identification number (or the Transferee is waiting for a number to be issued), and (ii) the Transferee is not subject to backup withholding because: (A) he/she/it is exempt from backup withholding, or (B) he/she/it has not been notified by the Internal Revenue Service that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the Internal Revenue Service has notified him/her/it that he/she/it is no longer subject to backup withholding. (i) Transferee has received a copy of the Operating Agreement and acknowledges that the Assigned Membership Units are subject to various restrictions on transfer set forth in the Operating Agreement and agrees that all such restrictions shall apply to the Assigned Membership Units. OMA-302023-6 18
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(j) Within five days after receipt of a request from the Company, Transferee hereby agrees to provide such information and to execute and deliver such documents as may reasonably be necessary to comply with any and all provisions of the Operating Agreement and laws, regulations and ordinances to which the Company is subject. (k) The foregoing representations, warranties and agreements, together with all other representations and warranties made or given by Transferee to the Transferor and the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date of the closing of the assignment of the Assigned Membership Units as if made on and as of such date and shall survive such date. (l) Transferee hereby accepts the foregoing assignment, and by signing this document expressly agrees to be bound by all of the terms, covenants, conditions and obligations imposed on or applicable to the Assigned Membership Units, agrees to be bound by the terms and conditions set forth in the Operating Agreement, and assumes and agrees to pay and perform any and all duties, obligations and liabilities which may hereafter arise with respect to the Assigned Membership Units. (m) TRANSFEREE ACKNOWLEDGES AND UNDERSTANDS THAT THE ASSIGNMENT OF THE ASSIGNED MEMBERSHIP UNITS CONTEMPLATED IN THIS PRIVATE UNIT TRANSFER REQUEST AND AGREEMENT WILL BE OF NO FORCE OR EFFECT UNTIL SUCH TIME AS THE COMPANY HAS DETERMINED, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT: (i) SUCH TRANSFER WOULD NOT (A) RESULT IN THE TERMINATION OF THE COMPANY UNDER SECTION 708 OF THE INTERNAL REVENUE CODE, (B) CAUSE THE COMPANY TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION FOR TAX PURPOSES, OR (C) CAUSE THE COMPANY TO BE A “PUBLICLY TRADED PARTNERSHIP” UNDER THE INTERNAL REVENUE CODE; (ii) THE TRANSFEREE HAS PAID THE COMPANY ANY AND ALL COSTS AND EXPENSES INCURRED BY THE COMPANY IN CONNECTION WITH SUCH PRIVATE UNIT TRANSFER; AND (iii) THE TRANSFEREE HAS COMPLIED WITH ALL OTHER REQUIREMENTS NECESSARY TO CREATE AN EFFECTIVE TRANSFER OF THE ASSIGNED MEMBERSHIP UNITS. 7. Representations, Warranties and Covenants of Transferor: Transferor hereby acknowledges, represents and warrants to, and agrees with, the Transferee and the Company as follows: (a) Transferor represents that the proposed Private Unit Transfer of the Assigned Membership Units is exempt from the applicable registration requirements of any Securities Act. (b) Transferor hereby covenants that it will, at any time, and from time to time, upon written request therefor, execute and deliver to Transferee any new or confirmatory instruments, and do and perform any and all other acts, which Transferee may reasonably request in order to fully assign, transfer and vest the Assigned Membership Units in Transferee. (c) Transferor agrees to indemnify and hold the Company harmless for any damage, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from the improper Transfer of Units from the Transferor to the Transferee. (d) Transferor understands that, to enforce the legend contained in Section 6(f) above, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the Units. OMA-302023-6 19
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(e) Under penalties of perjury, Transferor certifies that: (i) the number shown on this Private Unit Transfer Request and Agreement is the Transferor’s correct taxpayer identification number (or the Transferor is waiting for a number to be issued), and (ii) the Transferor is not subject to backup withholding because: (A) he/she/it is exempt from backup withholding, or (B) he/she/it has not been notified by the Internal Revenue Service that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the Internal Revenue Service has notified him/her/it that he/she/it is no longer subject to backup withholding. 8. Miscellaneous: (a) Upon the satisfaction of all of the conditions set forth in this Private Unit Transfer Request and Agreement and the Operating Agreement, and upon the Company’s acceptance of the Transfer, the Company will issue a new certificate to Transferee representing the Assigned Membership Units, and will make a proper notation of such Transfer in the Company’s records. (b) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original instrument, but all of which together constitute one and the same instrument. (c) This Agreement shall be governed by the laws of the state of Iowa, without regard to its conflicts of laws provisions. [Remainder of page intentionally left blank] OMA-302023-6 20
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INDIVIDUAL TRANSFEROR SIGNATURE PAGE Dated this ____ day of ______________, 20___. TRANSFEROR: Signature: Printed Name: INDIVIDUAL TRANSFEROR ACKNOWLEDGMENT: STATE OF _________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ____ day of ________, by _________________________. ________________________________________ Notary Public My Commission Expires: OMA-302023-6 21
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INDIVIDUAL TRANSFEREE SIGNATURE PAGE TRANSFEREE: Signature: Printed Name: INDIVIDUAL TRANSFEREE ACKNOWLEDGMENT: STATE OF _________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ____ day of _____________, by _________________________. ________________________________________ Notary Public My Commission Expires: OMA-302023-4 23
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Consent to the Private Unit Transfer and Assignment of Membership Units: THE COMPANY: Southwest Iowa Renewable Energy, LLC, an Iowa limited liability company Signature: Printed Name: Title: Date: ___________________________________________ OMA-302023-4 25
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MEMBER SIGNATURE PAGE ADDENDUM TO THE FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF SOUTHWEST IOWA RENEWABLE ENERGY, LLC The undersigned does hereby warrant, represent, covenant and agree that: (i) the undersigned, as a condition to becoming a Member in Southwest Iowa Renewable Energy, LLC, has received a copy of the Fourth Amended and Restated Operating Agreement dated March 21, 2014 and, if applicable, all amendments and modifications thereto; (ii) the undersigned shall be subject to and comply with all terms and conditions of such Fourth Amended and Restated Operating Agreement in all respects, as if the undersigned had executed said Fourth Amended and Restated Operating Agreement on the original date thereof; and (iii) the undersigned is and shall be bound by all of the provisions of said Fourth Amended and Restated Operating Agreement from and after the date of execution of this Addendum. Individuals: Entities: Name of Individual Member (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Member (Please Print) Signature of Officer Agreed to and Accepted on Behalf of the Company and its Members: SOUTHWEST IOWA RENEWABLE ENERGY, LLC By: Its: OMA-378159-5