EXHIBIT 4.1
NUMBER [EAGLE GRAPHIC] UNITS
NORTHWEST ETHANOL, LLC
This Certifies that _____________________________________ is the owner of
__________________________________________________________Units of the above
Limited Liability Company transferable only on the books of the Limited
Liability Company by the holder hereof in person or by duly authorized Attorney
upon surrender of this Certificate properly endorsed. Transfer of these Units
is subject to restrictions in the Operating Agreement/Company
Agreement/Regulations for this Limited Liability Company.
The Company will furnish without charge to each Unit holder who so
requests, the powers, designations, preferences and relative participation
rights of Unit holders and the qualifications, limitations or restrictions of
such rights.
In Witness Whereof, the said Limited Liability Company has caused this
Certificate to be signed by its duly authorized Member(s)/Manager(s) and to be
sealed with the Seal of the Limited Liability Company.
Dated _______________________
_______________________________ _______________________
Secretary President
THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS DOCUMENT IS RESTRICTED.
SUCH UNITS MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED, NOR WILL ANY
ASSIGNEE, VENDEE, TRANSFEREE, PLEDGEE OR ENDORSEE THEREOF BE RECOGNIZED AS
HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH
SALE, TRANSFER, HYPOTHECATION, ASSIGNMENT OR PLEDGE IS PERMITTED BY, AND IS
COMPLETED IN STRICT ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE
OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. 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
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations. Additional abbreviations may also
be used though not in the list.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - ........... Custodian ............. (Minor)
under Uniform Gifts to Minors Act ................... (State)
For value received, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
______________________________________________________________________________
__________________________________________________________ Units _____________
represented by the within Certificate, and hereby irrevocably constitutes and
appoints ___________________________________________________________________
Attorney to transfer the said Units on the books of the within-named Limited
Liability Company with full power of substitution in the premises.
Dated, ________________________
In presence of __________________________________
_______________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.