Siouxland Ethanol, L.L.C.
Unit Trading Bulletin Board
This Bulletin Board allows you to post your interest in buying or selling the Units of Membership Interests (“Units”) in Siouxland Ethanol, L.L.C. (the “Company”) and to potentially identify persons who may have an interest in selling Units that you want to buy, or in buying Units you may be willing to sell. You are not obligated to use the Bulletin Board to buy or sell Units. You may agree to buy or sell Units without using the Bulletin Board.
BUYING AND SELLING UNITS
Whether or not you use the Bulletin Board to arrange a purchase or sale of Units, you must take the following steps to complete a purchase or sale of Units:
- After the buyer and seller agree on the terms of the Unit sale, including the number of Units involved and the price, the buyer and seller must then complete and sign a Transfer Instruction Letter.
- If the buyer is not already a Member of the Company, the buyer must complete and sign an Additional Member Signature Page.
- A buyer who is not already a Member of the Company is also urged to review the Company’s Third Amended and Restated Operating Agreement (the “Operating Agreement”) and most recent annual financial information that has been provided to Members. A copy of the Operating Agreement is available under the investor tab.
- The seller must complete and sign the reverse side of the Unit Certificate(s) evidencing the Units being sold to the buyer. If a seller is not selling all of the Units evidenced by a particular Unit Certificate, the Company will issue a new Unit Certificate to the seller for the Units the seller has retained and another Unit Certificate to the buyer for the Units the buyer has purchased. The Company will also make appropriate changes to its Unit holder registry.
- The completed documentation for the sale should be sent to the Company at the following address:
Siouxland Ethanol, L.L.C.
1501 Knox Boulevard
Jackson, NE 68743
ATTN: Mark Rolfes
Phone: (402) 632-2676
Toll Free: (866) 687-8020
- All purchases and sales of Units must comply with the terms and conditions of the Operating Agreement, including those limitations on the number of holders of any particular class of Units. In addition, the Board may delay any purchase or sale of Units in the event it would result in more than 10% of the outstanding Units being traded during any taxable year of the Company.
- The Company retains sole discretion to determine whether a requested transfer of Units satisfies all requirements of the Operating Agreement, and a transfer will be denied if it does not conform to the requirements of the Operating Agreement in all respects. In most cases, a transfer of Units requires the approval of the Company’s Board of Directors. Any purported transfer of Units not in compliance with the terms of the Operating Agreement will not be recognized for any purpose.
- If approved, a transfer will occur as of the first day of the month after the Board of Directors has approved the transfer. New Unit Certificates will be issued after the transfer becomes effective. A purchase or sale of Units arranged through the use of the Bulletin Board is subject to further timing restrictions described below under “Terms and Conditions of Use of the Bulletin Board.”
- If a transfer is not approved, the Company will return the Unit certificates and transfer documents to the seller with a notice that the transfer has not been approved.
TERMS AND CONDITIONS OF USE OF THE BULLETIN BOARD
- If you wish to post your interest in buying or selling Units of the Company on the Bulletin Board, please contact the Company at (866) 687-8020 or by email to [email protected].
- If you are interested in responding to a posting on the Bulletin Board, please contact the poster directly using the contact information provided. The Company will not arrange or facilitate communications between posters on the Bulletin Board and persons interested in buying or selling Units.
- The information set forth on the Bulletin Board does not consist of firm offers to buy or sell Units, but rather is merely a list of the names and contact information of persons interested in selling or buying Units, the number and class of Units offered or desired to be purchased and, in some cases, the price at which a person would propose a transaction to occur. No one makes a market in the Units and there is no assurance that you will be able to buy or sell Units or that a sale or purchase will occur at any particular price. All transactions in Units will be negotiated between the parties and will be executed only on terms to which they agree.
- All applicable state and federal securities laws (including the anti-fraud and anti-manipulation provisions) apply to any offer or sale of Units between parties using the Bulletin Board.
- All postings on the Bulletin Board must have a date reflecting when they were posted (a “Posting Date”).
- A binding agreement to sell Units cannot be entered into until the 15th day after the Posting Date for information regarding the sale of such units, and the closing of such sale may not occur prior to the 45th day after such Posting Date.
- A potential seller’s information will be removed 120 days after its Posting Date and cannot be reposted on the Bulletin Board for at least 60 days after its removal (unless removed by reason of a sale of a portion of such Units).
- Any person who posts information on the Bulletin Board that is a broker-dealer, an associated person of a broker-dealer, or who has a state securities license is responsible for identifying that fact.
- “Two-sided quotes” in which a person indicates a bid to buy Units at one price and an offer to sell Units at another price are prohibited.
- By posting information on the Bulletin Board, you agree to fully indemnify, defend and hold harmless the Company and its officers, directors, employees, agents and members from any and all claims of any kind arising in any manner out of your use of the Bulletin Board or any transaction that results from such use.
- The use of the Bulletin Board is subject to rules adopted by the Company, which rules are subject to change or revocation by the Company at any time without notice.
- The appearance of securities on the Bulletin Board does not constitute an offer by the Company to sell securities, nor a solicitation by the Company of an offer to buy securities.
- THE COMPANY IS NOT A REGISTERED NATIONAL SECURITIES EXCHANGE, SECURITIES INFORMATION PROCESSOR, BROKER, DEALER OR INVESTMENT ADVISOR. THE COMPANY PROVIDES THIS BULLETIN BOARD MERELY AS A CONVENIENT METHOD FOR POTENTIAL SELLERS AND BUYERS OF ITS UNITS TO CONTACT ONE ANOTHER. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION POSTED ON THE BULLETIN BOARD, INCLUDING ANY STATEMENTS AS TO THE PRICE AT WHICH UNITS MAY BE BOUGHT OR SOLD BETWEEN PARTIES USING THE BULLETIN BOARD.
- THE COMPANY RESERVES THE RIGHT TO REMOVE ANY POSTINGS FROM THE BULLETIN BOARD AT ANY TIME IN ITS SOLE DISCRETION. HOWEVER, THE FAILURE TO REMOVE A POSTING SHALL NOT BE DEEMED TO BE A REPRESENTATION BY THE COMPANY THAT THE POSTING COMPLIES WITH THE APPLICABLE REQUIREMENTS.
I have read the foregoing and understand it fully. I agree to be bound by the terms and conditions set forth above.