**EXHIBIT10.5**

**ADVANCED BIOENERGY, LLCINVESTOR RIGHTS AGREEMENT**

**(SDWG)**

----

TABLE OF CONTENTS
|        | ** ** | ** **            | ** ** | ** **                                     | ** ** | **Page** | ** ** |
|--------|------------|-----------------------|------------|------------------------------------------------|------------|----------|------------|
|   |       |                  |       |                                           |       |
| 1.     |       | Definitions           |       | 1                                              |       |
|   |       |                  |       |                                           |       |     |       |
| 2.     |       | Registration Rights   |       |                                           |       |
|   |       |                  |       |                                           |       |
|   |       | 2.1                   |       | Demand  Registration                           |       | 4        |       |
|   |       | 2.2                   |       | Company Registration                           |       | 5        |       |
|   |       | 2.3                   |       | Underwriting  Requirements                     |       | 6        |       |
|   |       | 2.4                   |       | Obligations of the  Company                    |       | 7        |       |
|   |       | 2.5                   |       | Furnish  Information                           |       | 9        |       |
|   |       | 2.6                   |       | Expenses of  Registration                      |       | 9        |       |
|   |       | 2.7                   |       | Indemnification                                |       | 9        |       |
|   |       | 2.8                   |       | Reports Under Exchange  Act                    |       | 12       |       |
|   |       | 2.9                   |       | Limitations on  Subsequent Registration Rights |       | 12       |       |
|   |       | 2.10                  |       | “Market  Stand-off” Agreement        |       | 13       |       |
|   |       | 2.11                  |       | Restrictions on  Transfer                      |       | 13       |       |
|   |       | 2.12                  |       | Termination of  Registration Rights            |       | 16       |       |
|   |       |                  |       |                                           |       |     |       |
| 3.     |       | Board Rights          |       | 16                                             |       |
|   |       |                  |       |                                           |       |
|   |       | 3.1                   |       | Board Rights                                   |       | 16       |       |
|   |       | 3.2                   |       | Observer Rights                                |       | 16       |       |
|   |       | 3.3                   |       | Termination  of Board Rights                   |       | 16       |       |
|   |       | 3.4                   |       | Termination of Observer  Rights                |       | 16       |       |
|   |       | 3.5                   |       | Confidentiality                                |       | 17       |       |
|   |       |                  |       |                                           |       |     |       |
| 4.     |       | Additional  Covenants |       | 17                                             |       |
|   |       |                  |       |                                           |       |
|   |       | 4.1                   |       | Extraordinary  Transactions                    |       | 17       |       |
|   |       | 4.2                   |       | Meetings  of the Board                         |       | 17       |       |
|   |       | 4.3                   |       | Successor  Liability                           |       | 17       |       |
|   |       | 4.4                   |       | Board  Expenses                                |       | 18       |       |
|   |       |                  |       |                                           |       |     |       |
| 5.     |       | Miscellaneous         |       | 18                                             |       |
|   |       |                  |       |                                           |       |
|   |       | 5.1                   |       | Successors  and Assigns                        |       | 18       |       |
|   |       | 5.2                   |       | Governing Law                                  |       | 18       |       |
|   |       | 5.3                   |       | Counterparts; Facsimile                        |       | 19       |       |
|   |       | 5.4                   |       | Titles and Subtitles                           |       | 19       |       |
|   |       | 5.5                   |       | Notices                                        |       | 19       |       |
|   |       | 5.6                   |       | Amendments and Waivers                         |       | 19       |       |
|   |       | 5.7                   |       | Severability                                   |       | 20       |       |
|   |       | 5.8                   |       | Aggregation of  Securities                     |       | 20       |       |
|   |       | 5.9                   |       | Entire Agreement                               |       | 20       |       |
|   |       | 5.10                  |       | Delays or Omissions                            |       | 20       |       |

 

Schedule A - Schedule of Holders

i

----

**ADVANCEDBIOENERGY, LLCINVESTOR RIGHTS AGREEMENT**

ThisInvestor Rights Agreement (this **“Agreement”**) is made as of the    day of November, 2006, by and betweenAdvanced BioEnergy, LLC, a Delaware limited liability company (the **“Company”**),and South Dakota Wheat Growers Association, a South Dakota cooperative (**“SDWG”**).

**Background**

**A.**            The Company, HGF Acquisition, LLC, awholly owned subsidiary of the Company **(“Acquisition Sub”**),Heartland Grain Fuels, L.P., a Delaware limited partnership (**“HGF”**), Heartland Producers, LLC, a South Dakota limitedliability company (**“HP”**), SDWG andDakota Fuels, Inc., a Delaware corporation (**“DF”**),have entered into a Partnership Interest and Stock Purchase Agreement datedNovember 7, 2006 (the **“Purchase Agreement”**),which provides for the acquisition by Acquisition Sub of the limitedpartnership interests of HGF and the common shares of DF owned by SDWG and HP,in a two-step transaction described therein.

**B.           **In order to induceSDWG to exchange its limited partnership interests in HGF and common shares ofDF for Units (as defined below) and cash pursuant to the Purchase Agreement,SDWG and the Company hereby agree that this Agreement shall govern the rightsof SDWG to cause the Company to register Units, to receive certain informationfrom the Company, and shall govern certain other matters as set forth in thisAgreement.

**C.           **The parties herebyagree as follows.

**Agreement**

# 1.             Definitions. ** **For purposes of this Agreement:

1.1           **“Additional Financing”**means the sale by the Company of additional Units as contemplated by theregistration statement on Form SB-2 filed by the Company with the SEC onSeptember 13, 2006, as amended from time to time thereafter.

1.1           **“Affiliate”** means, with respect toany specified Person, any other Person who or which, directly or indirectly,controls, is controlled by, or is under common control with such specifiedPerson, including without limitation any general****partner,officer, director or manager of such Person.

1.3           **“Damages”** means any loss, damage,or liability to which a party hereto may become subject under the SecuritiesAct, the Exchange Act, or other federal or state law, insofar as such loss,damage, or liability (or any action in respect thereof) arises out of or isbased upon (a) any untrue statement or alleged untrue statement of amaterial fact contained in any registration statement of the Company, includingany preliminary prospectus or final prospectus contained therein or anyamendments or supplements thereto; (b) an omission or 

1

----

alleged omission to statetherein a material fact required to be stated therein, or necessary to make thestatements therein not misleading; or (c) any violation or allegedviolation by the indemnifying****party (or anyof its agents or Affiliates)****of theSecurities Act, the Exchange Act, any state securities law, or any rule orregulation promulgated under the Securities Act, the Exchange Act, or any statesecurities law.

1.4          **“Derivative Securities”** means any securitiesor rights convertible into, or exercisable or exchangeable for****(in each case, directly or indirectly), Units, includingoptions and warrants.

1.5          **“Exchange Act”** means the SecuritiesExchange Act of 1934, as amended, and the rules and regulations promulgatedthereunder.

1.6**          “****Excluded Registration”**means (a) a registration of Unitsin connection with the Additional Financingso long as such registration is declared effective by the SEC no later thanFebruary 28, 2007; (b) aregistration relatingto the sale of securities to employees of the Company ora subsidiary pursuant to a stockoption, stock purchase, or similar plan; or (c) a registrationrelating to an SEC Rule 145transaction.

1.7**          “Form S-1”** means such formunder the Securities Act as in effect on the date hereof or any successorregistration form under the Securities Act subsequently adopted by the SEC.

1.8**          “FormS-2”** means such form under the Securities Act as in effect onthe date hereof or any successor registration form under the Securities Actsubsequently adopted by the SEC.

1.9           **“Form S-3”**means such form under the Securities Act as in effect on the date hereof or anyregistration form under the Securities Act subsequently adopted by the SEC thatpermits incorporation of substantial information by reference to otherdocuments filed by the Company with the SEC.

1.10         **“GAAP”** meansgenerally accepted accounting principles in the United States.

1.11         **“Holder”** meansany holder of Registrable Securities who is a party to this Agreement,including permitted transferees that agree in writing to be bound by and subjectto the terms and conditions of this Agreement.

## 1.12**         “Immediate Family Member”**means a child, stepchild,grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,daughter-in-law, brother-in-law, or sister-in-law,including adoptive relationships, of a natural person referred to herein.

2

----

## 1.13         **“Initiating Holders”** means, collectively,Holders who properly initiate a registration request under this Agreement.

## 1.14**         “****IPO****”**means the Company’s first underwritten publicoffering of its Units or other equity securities under the Securities Act.

## 1.15         **“****Operating Agreement”** means that certain Third Amended and RestatedOperating Agreement of the Company dated as of February 1, 2006.

## 1.16**         “****Person”** means anyindividual, corporation, partnership, trust, limited liability company,association or other entity.

## 1.17         **“Registrable Securities”** means (a) theUnits issued to SDWG, and any Units acquired by SDWG after the date hereof; and(b) any Units issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that isissued as) a dividend or other distribution with respect to, or in exchange foror in replacement of, the Units referenced in clause (a) above; excluding inall cases, however, any Registrable Securities sold by a Person in atransaction in which the applicable rights under this Agreement are notassigned pursuant to Section 5.1, and excluding for purposes of Section 2****any Units for which registration rightshave terminated pursuant to Section 2.12 of this Agreement.

## 1.18         **“****Restricted Securities****”** means the securities of the Company required to bear the legend set forthin Section 2.11(b) hereof.

## 1.19         **“****SEC****”** means theSecurities and Exchange Commission.

## 1.20         **“****SEC Rule 144****”** means Rule 144 promulgated by the SEC under the Securities Act.

## 1.21         **“****SEC Rule 144(k)****”** means Rule 144(k) promulgated by the SEC under the Securities Act.

## 1.22         **“****SEC Rule 145****”** means Rule 145 promulgated by the SEC under the Securities Act.

## 1.23         **“****Securities Act****”** means the Securities Act of 1933, as amended, and the rules andregulations promulgated thereunder.

## 1.24         **“****Selling Expenses****”** means all underwriting discounts, selling commissions, and stock transfertaxes applicable to the sale of Registrable Securities, and fees anddisbursements of counsel for any Holder, except for the fees and disbursementsof the Selling Holder Counsel borne and paid by the Company****as provided in Section 2.6.

3

----

## 1.25         **“****Units****”** means units of membership interests inthe Company, or shares or other equity interests of the Company issued inexchange for or otherwise in connection with any transaction as described in Section 4.1.

# 2.             Registration Rights. ** **The Company covenantsand agrees as follows:

## 2.1           Demand Registration.

### (a)           Form S-1 Demand.** **Ifat any time after the earlier of (i) one year after the date of thisAgreement or (ii) ninety (90) days after the effective date of the registrationstatement for the IPO or such longer period after the IPO if the Holders cannotsell their securities as a result of executing a “market stand-off” agreementcontemplated by Section 2.10 hereof, the Company receives a requestfrom Holders of at least twenty-five percent (25%) of the RegistrableSecurities that the Company file a Form S-1 registration statement with respectto at least twenty percent (20%) of the Registrable Securities (or a lesserpercentage if the anticipated aggregate offering price, net of SellingExpenses, would exceed $15 million), then the Company shall (x) within ten(10) days after the date such request is given, give notice thereof (the **“****Demand Notice****”**) to all Holders other thanthe Initiating Holders; and (y) as soon as practicable, and in any eventwithin forty-five (45) days after the date such request is given by theInitiating Holders, file a****FormS-1 registration statement under the Securities Act covering all RegistrableSecurities that the Initiating****Holders requested****to be registered andanyadditional Registrable Securities requested to be included in such registrationby any other Holders, as specified by notice given by each such Holder to theCompany within twenty (20) days of the date the Demand Notice is given, and ineach case,****subject to the limitations of Section 2.1(c) and Section2.3.

### (b)           Form S-3 Demand.  If at any time when it is eligible to use aForm S-3 registration statement, the Company receives a request fromHolders of at least twenty-five percent (25%) of the Registrable Securitiesthat the Company file a Form S-3 registration statement with respect to at leasttwenty percent (20%) of the Registrable Securities (or a lesser percentage ifthe anticipated aggregate offering price, net of Selling Expenses, would exceed$15 million), then the Company shall (i) within ten (10) days after thedate such request is given, give a Demand Notice to all Holders other than theInitiating Holders; and (ii) as soon as practicable, and in any event withinforty-five (45) days after the date such request is given by the InitiatingHolders, file a Form S-3 registration statement under the Securities Actcovering all Registrable Securities requested to be included in suchregistration by any other Holders, as specified by notice given by each suchHolder to the Company within twenty (20) days of the date the Demand Notice isgiven, and in each case, subject to the limitations of Section 2.1(c)and Section 2.3.

### (c)           Notwithstanding the foregoing obligations, if theCompany furnishes to Holders requesting a registration pursuant to Section2.1(a) or Section 2.1(b) a certificate signed by the Company’s chiefexecutive officer stating that in the good faith judgment of the Board it wouldbe materially detrimental to the Company and its members for 

4

----

### such registration statement to either become effective or remaineffective for as long as such registration statement otherwise would berequired to remain effective, because such action would (i) materiallyinterfere with a significant acquisition, corporate reorganization, or othersimilar transaction involving the Company; or (ii) require prematuredisclosure of material information that the Company has a bona fide businesspurpose for preserving as confidential; and it is therefore necessary to deferthe filing of such registration statement, then the Company shall have theright to defer taking action with respect to such filing, and any time periodswith respect to filing or effectiveness thereof shall be tolledcorrespondingly, for a period of not more than thirty (30) days after therequest of the Initiating Holders is given; provided, however, that theCompany may not invoke this right more than once in any twelve (12) monthperiod; and provided further that the Company shall not register anysecurities for its own account or that of any other member during such thirty(30) day period other than an Excluded Registration.

### (d)           TheCompany shall not be obligated to effect, or to take any action to effect, anyregistration pursuant to Section 2.1(a)(i) during the period that is thirty(30) days before the Company’s good faith estimate of the date of filing of,and ending on a date that is ninety (90) days after the effective date of, aCompany-initiated registration, provided, that the Company is activelyemploying in good faith commercially reasonable efforts to cause suchregistration statement to become effective; (ii) after the Company has effected tworegistrations pursuant to Section 2.1(a); or (iii) if the Initiating Holderspropose to dispose of shares of Registrable Securities that may be immediatelyregistered on Form S-3 pursuant to a request made pursuant to Section 2.1(b).  The Company shall not be obligated to effect,or to take****any action to effect,any registration pursuant to Section 2.1(b) (x) during the period thatis thirty (30) days before the Company’s good faith estimate of the date offiling of, and ending on a date that is ninety (90) days after the effectivedate of, a Company-initiated registration, provided, that the Company isactively employing in good faith commercially reasonable efforts to cause suchregistration statement to become effective; or (y) if the Company has effectedtwo registrations pursuant to Section 2.1(b) within the twelve (12)month period immediately preceding the date of such request.  Aregistration shall not be counted as “effected” for purposes of this Section2.1(d) until such time as the applicable registration statement has beendeclared effective by the SEC, unless the Initiating Holders withdraw theirrequest for such registration, elect not to pay the registration expensestherefor, and forfeit their right to one demand registration statement****pursuant to Section2.6, inwhich case such withdrawn registration statement shall be counted as “effected”for purposes of this Section 2.1(d).

## 2.2           Company Registration.  If the Company proposes toregister (including, for this purpose, a registration effected by the Companyfor equity holders other than the Holders) any of its securities under theSecurities Act in connection with the public offering of such securities solelyfor cash (other than in an Excluded Registration), the Company shall, at suchtime, promptly give each Holder notice of such registration.  Upon the request of each Holder given withintwenty (20) days after such notice is given by the Company, the Company shall,subject to the provisions of Section 2.3, cause to be registered all ofthe Registrable Securities that each such Holder has requested to be includedin such registration.  The Company 

5

----

## shall have the right to terminate or withdrawany registration initiated by it under this Section 2.2 before theeffective date of such registration, whether or not any Holder has elected toinclude Registrable Securities in such registration.  The expenses (other than Selling Expenses) ofsuch withdrawn registration shall be borne by the Company in accordance with Section 2.6.

## 2.3           Underwriting Requirements.

### (a)           If, pursuant to Section 2.1, theInitiating Holders****intend to distribute the Registrable Securitiescovered by their request by means of an underwriting, they shall so advise theCompany as a part of their request made pursuant to Section 2.1, and theCompany shall include such information in the Demand Notice.  The underwriter**(s)** will be selected by the Company and shall be reasonablyacceptable to a majority in interest of the Initiating Holders.  In such event, the right of any Holder toinclude such Holder’s Registrable Securities in such registration shall beconditioned upon such Holder’s participation in such underwriting and theinclusion of such Holder’s Registrable Securities in the underwriting to theextent provided herein.  All Holdersproposing to distribute their securities through such underwriting shall(together with the Company as provided in Section 2.4(e)) enterinto an underwriting agreement in customary form with the underwriter(s)selected for such underwriting. Notwithstanding any other provision of this Section 2.3, ifthe underwriter(s) advise(s) the Initiating Holders in writing that marketingfactors require a limitation on the number of shares to be underwritten, thenthe Initiating Holders shall so advise all Holders of Registrable Securitiesthat otherwise would be underwritten pursuant hereto, and the number ofRegistrable Securities that may be included in the underwriting shall beallocated among such Holders of Registrable Securities, including theInitiating Holders, in proportion (as nearly as practicable) to the number ofRegistrable Securities owned by each Holder or in such other proportion asshall mutually****be agreed to by allsuch selling Holders; provided, however, that the number of RegistrableSecurities held by the Holders to be included in such underwriting shall not bereduced unless all other securities are first entirely excluded from theunderwriting.

### (b)           In connection with any offeringinvolving an underwriting of the Company’s securities pursuant to Section 2.2,the Company shall not be required to include any of the Holders’ RegistrableSecurities in such underwriting unless the Holders accept the terms of theunderwriting agreement as agreed upon between the Company and its underwriters(which underwriting agreement shall contain customary terms and conditions),and then only in such quantity as the underwriters in their reasonablediscretion determine will not jeopardize the success of the offering by theCompany.  If the total number ofsecurities, including Registrable Securities, requested by security holders ofthe Company to be included in such offering exceeds the number of securities tobe sold (other than by the Company) that the underwriters in their reasonablediscretion determine is compatible with the success of the offering, then theCompany shall be required to include in the offering only that number of suchsecurities, including Registrable Securities, which the underwriters in theirreasonable discretion determine will not jeopardize the success of theoffering.  If the underwriters determinethat less than all of the Registrable Securities requested to be registered canbe included in such offering, then the 

6

----

### Registrable Securities that are included in such offering shall be allocatedamong the selling Holders in proportion (as nearly as practicable to) thenumber of Registrable Securities owned by each selling Holder or in such otherproportions as shall mutually be agreed to by all such selling Holders.  Notwithstanding the foregoing, in no eventshall (i)** **the number ofRegistrable Securities included in the offering be reduced unless all othersecurities (other than securities to be sold by the Company) are first entirelyexcluded from the offering, or (ii) the number of Registrable Securitiesincluded in the offering be reduced below thirty percent (30%) of the totalnumber of securities included in such offering, unless such offering is theIPO, in which case the selling Holders may be excluded further if theunderwriters make the determination described above and no other member’ssecurities are included in such offering. For purposes of the provision in this Section 2.3(b)concerning apportionment, for any selling Holder that is a partnership, limitedliability company, or corporation, the partners, members, retired partners,retired members, stockholders, and Affiliates of such Holder, or the estatesand Immediate Family Members of any such partners, retired partners, members,and retired members and any trusts for the benefit of any of the foregoingPersons, shall be deemed to be a single “selling Holder,” and any pro ratareduction with respect to such “selling Holder” shall be based upon theaggregate number of Registrable Securities owned by all Persons included insuch “selling Holder” as defined in this sentence.

### (c)           For purposes of Section 2.1,a registration shall not be counted as “effected” if, as a result of anexercise of the underwriter’s cutback provisions in Section 2.3, fewer than fifty percent (50%) of the total number ofRegistrable Securities that Holders have requested to be included in suchregistration statement are actually included.

## 2.4           Obligations of the Company. ** **Wheneverrequired under this Section 2 to effect the registration of any RegistrableSecurities, the Company shall, as expeditiously as reasonably possible:

### (a)           prepare and file with the SEC aregistration statement with respect to such Registrable Securities and use itscommercially reasonable efforts to cause such registration statement to becomeeffective and, upon the request of the Holders of a majority of the RegistrableSecurities registered thereunder, keep such registration statement effectivefor a period of up to one hundred eighty (180) days or, if earlier, until thedistribution contemplated in the registration statement has been completed; provided,however, that (i) such one hundred eighty (180) day period shall beextended for a period of time equal to the period the Holder refrains, at therequest of the Company or an underwriter of Units (or other securities) of theCompany, from selling any securities included in such registration, and(ii) in the case of any registration of Registrable Securities on Form S-3that are intended to be offered on a continuous or delayed basis, subject tocompliance with applicable SEC rules, such one hundred eighty (180) day periodshall be extended for up to two hundred forty (240) days, if necessary, to keepthe registration statement effective until all such Registrable Securities aresold;

### (b)           prepare and file with the SEC suchamendments and supplements to such registration statement, and the prospectusused in connection with such registration 

7

----

### statement, as may be necessary tocomply with the Securities Act in order to enable the disposition of allsecurities covered by such registration statement;

### (c)           furnish to the selling Holders suchnumbers of copies of a prospectus, including a preliminary prospectus, asrequired by the Securities Act, and such other documents as the Holders mayreasonably request in order to facilitate their disposition of theirRegistrable Securities;

### (d)           use its commercially reasonableefforts to register and qualify the securities covered by such registrationstatement under such other securities or blue-sky laws of such jurisdictions asshall be reasonably requested by the selling Holders; provided that theCompany shall not be required to qualify to do business or to file a generalconsent to service of process in any such states or jurisdictions, unless theCompany is already subject to service in such jurisdiction and except as may berequired by the Securities Act;

### (e)           in the event of any underwrittenpublic offering, enter into and perform its obligations under an underwritingagreement, in usual and customary form, with the underwriter(s) of suchoffering;

### (f)            use its commercially reasonableefforts to cause all such Registrable Securities covered by such registrationstatement to be listed on a national securities exchange or trading system andeach securities exchange and trading system (if any) on which similarsecurities issued by the Company are then listed;

### (g)           provide a transfer agent andregistrar for all Registrable Securities registered pursuant to this Agreementand provide a CUSIP number for all such Registrable Securities, in each casenot later than the effective date of such registration;

### (h)           promptly make available forinspection by the selling Holders, any underwriter**(s)** participating in any disposition pursuant to suchregistration statement, and any attorney or accountant or other agent retainedby any such underwriter or selected by the selling Holders, all financial andother records, pertinent corporate documents, and properties of the Company,and cause the Company’s officers, directors, employees, and independentaccountants to supply all information reasonably requested by any such seller,underwriter, attorney, accountant, or agent, in each case, as necessary oradvisable to verify the accuracy of the information in such registrationstatement and to conduct appropriate due diligence in connection therewith;

### (i)            notify each selling Holder, promptlyafter the Company receives notice thereof, of the time when such registrationstatement has been declared effective or a supplement to any prospectus forminga part of such registration statement has been filed; and

8

----

### (j)            after such registration statementbecomes effective, notify each selling Holder of any request by the SEC thatthe Company amend or supplement such registration statement or prospectus.

## 2.5           Furnish Information.  It shall be a condition precedent to theobligations of the Company to take any action pursuant to Section 2with respect to the Registrable Securities of any selling Holder that suchHolder shall furnish to the Company such information regarding itself, theRegistrable Securities held by it, and the intended method of disposition ofsuch securities as is reasonably required to effect the registration of suchHolder’s Registrable Securities.

## 2.6           Expenses of Registration.  All expenses (other than Selling Expenses)incurred in connection with registrations,filings, or qualifications pursuant to Section 2, including allregistration, filing, and qualification fees; printers’ and accounting fees;fees and disbursements of counsel for the Company; and the reasonable fees anddisbursements of one counsel for the selling Holders **(“Selling Holder Counsel”)**, shall be borne and paid by theCompany; provided, however, that the Company shall not be required topay for any expenses of any registration proceeding begun pursuant to Section 2.1(a)or Section 2.1(b) if the registration request is subsequentlywithdrawn at the request of the Holders of a majority of the RegistrableSecurities to be registered (in which case all selling Holders shall bear suchexpenses pro rata based upon the number of Registrable Securities that were tobe included in the withdrawn registration), unless the Holders of a majority ofthe Registrable Securities agree to forfeit their right to one registrationpursuant to Section 2.1(a) or Section 2.1(b), as thecase may be; provided further that if, at the time of such withdrawal,the Holders have learned of a material adverse change in the condition,business, or prospects of the Company from that known to the Holders at thetime of their request and have withdrawn the request with reasonable promptnessafter learning of such information, then the Holders shall not be required topay any of such expenses and shall not forfeit their right to one registrationpursuant to Section 2.1(a) or Section 2.1(b).  All Selling Expenses relating to RegistrableSecurities registered pursuant to Section 2 shall be borne and paidby the Holders pro rata on the basis of the number of Registrable Securitiesregistered on their behalf.

## 2.7           Indemnification. If any Registrable Securities are included in a registration statementunder this Section 2:

### (a)           To the extent permitted by law, theCompany will indemnify and hold harmless each selling Holder, and the partners,members, officers, directors, and stockholders of each such Holder; legalcounsel and accountants for each such Holder; any underwriter (as defined inthe Securities Act) for each such Holder; and each Person, if any, who controlssuch Holder or underwriter within the meaning of the Securities Act or theExchange Act, against any Damages, and the Company will pay to each suchHolder, underwriter, controlling Person, or other aforementioned Person anylegal or other expenses reasonably incurred thereby in connection withinvestigating or defending any claim or proceeding from which Damages mayresult, as such expenses are incurred; provided, however, that theindemnity 

9

----

### agreement contained in this Section 2.7(a)shall not apply to amounts paid in settlement of any such claim or proceedingif such settlement is effected without the consent of the Company, whichconsent shall not be unreasonably withheld, nor shall the Company be liable forany Damages to the extent that they arise out of or are based upon actions oromissions made in reliance upon and in conformity with written informationfurnished by or on behalf of any such Holder, underwriter, controlling Person,or other aforementioned Person expressly for use in connection with suchregistration.

### (b)           To the extent permitted by law, eachselling Holder, severally and not jointly, will indemnify and hold harmless theCompany, and each of its directors, each of its officers who has signed theregistration statement, each Person (if any), who controls the Company withinthe meaning of the Securities Act, legal counsel and accountants for theCompany, any underwriter (as defined in the Securities Act), any other Holderselling securities in such registration statement, and any controlling Personof any such underwriter or other Holder, against any Damages, in each case onlyto the extent that such Damages arise out of or are based upon actions oromissions made in reliance upon and in conformity with written informationfurnished by or on behalf of such selling Holder expressly for use inconnection with such registration; and each such selling Holder will pay,severally and not jointly, to the Company and each other aforementioned Personany legal or other expenses reasonably incurred thereby in connection withinvestigating or defending any****claimor proceeding from which Damages may result, as such expenses are incurred; provided,however, that the indemnity agreement contained in this Section 2.7(b)shall not apply to amounts paid in settlement of any such claim or proceedingif such settlement is effected without the consent of the Holder, which consentshall not be unreasonably withheld; and provided further that in noevent shall any indemnity under this Section 2.7(b) exceed theproceeds from the offering received by such Holder, except in the case ofcommon law fraud or willful misconduct by such Holder.

### (c)           Promptly after receipt by anindemnified party under this Section 2.7 of notice of thecommencement of any action (including any governmental action) for which aparty may be entitled to indemnification hereunder, such indemnified partywill, if a claim in respect thereof is to be made against any indemnifyingparty under this Section 2.7, give the indemnifying party notice ofthe commencement thereof.  Theindemnifying party shall have the right to participate in such action and, tothe extent the indemnifying party so desires, participate jointly with anyother indemnifying party to which notice has been given, and to assume thedefense thereof with counsel mutually satisfactory to the parties; provided,however, that an indemnified party (together with all other indemnifiedparties that may be represented without conflict by one counsel) shall have theright to retain one separate counsel, with the fees and expenses to be paid bythe indemnifying party, if representation of such indemnified party by thecounsel retained by the indemnifying party would be inappropriate due to actualor potential conflicting interests between such indemnified party and any otherparty represented by such counsel in such action.  The failure to give notice to theindemnifying party within a reasonable time of the commencement of any suchaction shall not relieve such indemnifying party of any 

10

----

### liability to the indemnified partyunder this Section 2.7, unless such failure actually and materiallyprejudices the indemnifying party’s ability to defend such action.

### (d)           Notwithstandinganything else herein to the contrary, the foregoing indemnity agreements of theCompany and the selling Holders are subject to the condition that, insofar asthey relate to any Damages arising from any untrue statement or alleged untruestatement of a material fact contained in, or omission or alleged omission of amaterial fact from, a preliminary prospectus (or necessary to make thestatements therein not misleading) that has been corrected in the form ofprospectus included in the registration statement at the time it becomeseffective, or any amendment or supplement thereto filed with the SEC pursuantto Rule 424(b) under the Securities Act (the **“****FinalProspectus****”**), such indemnity agreement shall not inure to thebenefit of any Person if a copy of the Final Prospectus was furnished to theindemnified party and such indemnified party failed to deliver, at or beforethe confirmation of the sale of the shares registered in such offering, a copyof the Final Prospectus to the Person asserting the loss, liability, claim, ordamage in any case in which such delivery was required by the Securities Act.

### (e)           Toprovide for just and equitable contribution to joint liability under theSecurities Act in any case in which either (i) any party otherwiseentitled to indemnification hereunder makes a claim for indemnificationpursuant to this Section 2.7 but it is judicially determined (bythe entry of a final judgment or decree by a court of competent jurisdictionand the expiration of time to appeal or the denial of the last right of appeal)that such indemnification may not be enforced in such case, notwithstanding thefact that this Section 2.7 provides for indemnification in suchcase, or (ii) contribution under the Securities Act may be required on thepart of any party hereto for which indemnification is provided under this Section 2.7,then, and in each such case, such parties will contribute to the aggregatelosses, claims, damages, liabilities, or expenses to which they may be subject(after contribution from others) in such proportion as is appropriate toreflect the relative fault of each of the indemnifying party and theindemnified party in connection with the statements, omissions, or otheractions that resulted in such loss, claim, damage, liability, or expense, aswell as to reflect any other relevant equitable considerations.  The relative fault of the indemnifying partyand of the indemnified party shall be determined by reference to, among otherthings, whether the untrue or allegedly untrue statement of a material fact, orthe omission or alleged omission of a material fact, relates to informationsupplied by the indemnifying party or by the indemnified party and the parties’relative intent, knowledge, access to information, and opportunity to corrector prevent such statement or omission; provided, however, that, in anysuch case, (x) no Holder will be required to contribute any amount inexcess of the public offering price of all such Registrable Securities offeredand sold by such Holder pursuant to such registration statement, and(y) no Person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) will be entitled to contributionfrom any Person who was not guilty of such fraudulent misrepresentation; and providedfurther that in no event shall a Holder’s liability pursuant to this Section 2.7(e),when combined with the amounts paid or payable by such Holder pursuant to Section 2.7(b),exceed the proceeds from the offering received by such Holder****(net of 

11

----

### any Selling Expenses) paid by such Holder),except in the case of willful misconduct or common law fraud by such Holder.

### (f)            Notwithstandingthe foregoing, to the extent that the provisions on indemnification andcontribution contained in the underwriting agreement entered into in connectionwith the underwritten public offering are in conflict with the foregoingprovisions, the provisions in the underwriting agreement shall control;provided, however, that the provisions on indemnification and contributioncontained in the underwriting agreement shall not contain provisions whichexpose the Holders to greater liability than the terms contained herein.

### (g)           Unlessotherwise superseded by an underwriting agreement entered into in connectionwith the underwritten public offering, the obligations of the Company andHolders under this Section 2.7 shall survive the completion of anyoffering of Registrable Securities in a registration under Section 2,and otherwise shall survive the termination of this Agreement.

## 2.8           ReportsUnder Exchange Act.  With a view tomaking available to the Holders the benefits of SEC Rule 144 and any otherrule or regulation of the SEC that may at any time permit a Holder to sellsecurities of the Company to the public withoutregistration or pursuant to a registration on Form S-3, the Companyshall:

### (a)           makeand keep available adequate current****publicinformation, as those terms are understood and defined in SEC Rule 144, atall times;

### (b)           usecommercially reasonable efforts to file with the SEC in a timely manner allreports and other documents required of the Company under the Securities Actand the Exchange Act ; and

### (c)           furnishto any Holder, so long as the Holder owns any Registrable Securities, uponrequest (i) to the extent accurate,****awritten statement by the Company that it has complied with the reportingrequirements of SEC Rule 144, the Securities Act, and the Exchange Act, orthat it qualifies as a registrant whose securities may be resold pursuant toForm S-3 (at any time after the Company so qualifies); (ii) a copyof the most recent annual or quarterly report of the Company and such otherreports and documents so filed by the Company; and (iii) such otherinformation as may be reasonably requested in availing any Holder of any ruleor regulation of the SEC that permits the selling of any such securitieswithout registration or pursuant to Form S-3 (at any time after theCompany so qualifies to use such form).

## 2.9           Limitationson Subsequent Registration Rights. From and after the date of thisAgreement, the Company shall not, without the prior written consent of theHolders of a majority of the Registrable Securities, enter into any agreementwith any holder or prospective holder of any securities of the Company thatwould allow such holder or prospective holder (a) to include suchsecurities in any Company registration unless, under the terms of suchagreement, such holder or prospective holder may include such securities in anysuch registration 

12

----

## only to the extent that the inclusion of suchsecurities will not reduce the number of the Registrable Securities of theHolders that are included or (b) to demand registration of any securitiesheld by such holder or prospective holder.

## 2.10         “Market Stand-off” Agreement.  Each Holder hereby agrees that it will not,without the prior written consent of the managing underwriter, during theperiod commencing on the date of the final prospectus relating to the IPO or otherregistration by the Company for its own behalf of Units or any other equitysecurities under the Securities Act on a registration statement on Form S-1,Form S-2, or Form S-3, and ending on the date specified by the Company and themanaging underwriter (such period not to exceed (a) one hundred eighty(180) days in the case of the IPO, which period may be extended upon therequest of the managing underwriter for an additional period of up to fifteen(15) days if the Company issues or proposes to issue an earnings or otherpublic release within fifteen (15) days of the expiration of the 180-day lockupperiod, or (b) ninety (90) days in the case of any registration other thanthe IPO, which period may be extended upon the request of the managingunderwriter for an additional period of up to fifteen (15) days if the Companyissues or proposes to issue an earnings or other public release within fifteen(15) days of the expiration of the 90-day lockup period),****(i) lend; offer; pledge; sell;contract to sell; sell any option or contract to purchase; purchase any optionor contract to sell; grant any option, right, or warrant to purchase; orotherwise transfer or dispose of, directly or indirectly, any Units or anysecurities convertible into or exercisable or exchangeable (directly orindirectly) for Units held immediately before the effective date of theregistration statement for such offering or (ii) enter into any swap orother arrangement that transfers to another, in whole or in part, any of theeconomic consequences of ownership of such securities, whether any suchtransaction described in clause (i) or (ii) above is to be settled by deliveryof Units or other securities, in cash, or otherwise.  The foregoing provisions of this Section 2.10shall apply only to the IPO, shall not apply to the sale of any shares toan underwriter pursuant to an underwriting agreement, and shall be applicableto the Holders only if all officers, directors, and members individually owningmore than five percent (5%) of the Company’s outstanding Units (or other votingequity securities) are subject to the same restrictions.  Each Holder further agrees to execute such agreementsas may be reasonably requested by the underwriters in connection with suchregistration that are consistent with this Section 2.10 or that arenecessary to give further effect thereto.

## 2.11         Restrictions on Transfer.

### (a)           TheRegistrable Securities shall not be sold, pledged, or otherwise transferred,and the Company shall not recognize any such sale, pledge, or transfer, exceptupon the conditions specified in this Agreement and Section 9 of theOperating Agreement, which conditions are intended to ensure compliance withthe provisions of the Securities Act.  Atransferring Holder will cause any proposed purchaser, pledgee, or transfereeof the Registrable Securities held by such Holder to agree to take and holdsuch securities subject to the provisions and upon the conditions specified inthis Agreement and the Operating Agreement.

 

13

----

### (b)           Inaddition to any legend requirements set forth in the Operating Agreement, eachcertificate or instrument representing the Registrable Securities shall (unlessotherwise permitted by the provisions of Section 2.11(c)) bestamped or otherwise imprinted with a legend substantially in the followingform:

THE SECURITIESREPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCEOF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUSDELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIESREPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THATCERTAIN INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OFITS SECURITIES, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

TheHolders consent to the Company making a notation in its records and givinginstructions to any transfer agent of the Restricted Securities in order toimplement the restrictions on transfer set forth in this Section 2.11

### (c)           Theholder of each certificate representing Restricted Securities, by acceptancethereof, agrees to comply in all respects with the provisions of this Section 2.  Before any proposed sale, pledge, or transferof any Restricted Securities, unless there is in effect a registrationstatement under the Securities Act covering the proposed transaction, theHolder thereof shall give notice to the Company of such Holder’s intention toeffect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of theproposed sale, pledge, or transfer in sufficient detail and, if reasonablyrequested by the Company, shall be accompanied at such Holder’s expense byeither (i) a written opinion of legal counsel who shall, and whose legalopinion shall, be reasonably satisfactory to the Company, addressed to theCompany, to the effect that the proposed transaction may be effected withoutregistration under the Securities Act; (ii) a “no action” letter from theSEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities withoutregistration will not result in a recommendation by the staff of the SEC thataction be taken with respect thereto; or (iii) any other evidencereasonably satisfactory to counsel to the Company to the effect that theproposed sale, pledge, or transfer of the Restricted Securities may be effectedwithout registration under the Securities Act, whereupon the Holder of suchRestricted Securities shall be entitled to sell, pledge, or transfer suchRestricted Securities in accordance with the terms of the notice given by theHolder to the Company.  The Company willnot require such a legal opinion or “no action” letter (x) in anytransaction in compliance with SEC Rule 144 or (y) in any transaction inwhich such Holder distributes Restricted Securities to an Affiliate of suchHolder for no consideration; provided that in the case of a transfer to anAffiliate each transferee agrees in writing to be subject to the terms of this Section 2.11.Each certificate or instrument evidencing the Restricted 

14

----

Securities transferred as aboveprovided shall bear, except if such transfer is made pursuant to SEC Rule 144,the appropriate restrictive legend set forth in Section 2.11(b),except that such certificate shall not bear such restrictive legend if, in theopinion of counsel for such Holder and the Company, such legend is not requiredin order to establish compliance with any provisions of the Securities Act.

### (d)           Inthe event that SDWG intends to sell the Units it received pursuant to thePurchase Agreement prior to being able to dispose of them in accordance withSEC Rule 144 in a transaction not covered by a registration statementunder the Securities Act, it shall give the Company written notice of suchsale, including the terms of such sale (the “**SaleNotice**”).  The Company mayelect to purchase all of the Units intended to be sold by SDWG on the sameterms and conditions as set forth in the Sale Notice by delivering writtennotice to SDWG (the “**Purchase Notice**”)within ten (10) business days of receiving the Sale Notice.  The Company shall consummate the purchase ofthe Units subject to the Sale Notice within thirty (30) days of its election topurchase.  Notwithstanding the terms andconditions of Section 9 of the Operating Agreement, to the extent theCompany fails to deliver SDWG a Purchase Notice within ten (10) business daysof receiving the Sale Notice or fails to consummate the purchase of the Unitswithin thirty (30) days of its election to purchase such Units, SDWG shall bepermitted to sell the Units covered by the Sale Notice without restrictionunder this Section 2.11(d) and the Operating Agreement; provided,that the following conditions have been satisfied:

### (1)                                SDWGshall furnish the Company with its taxpayer identification number and SDWG’sinitial tax basis in the Units transferred; and

### (2)                                SDWGshall provide to the Company an opinion of counsel reasonably satisfactory tothe Company from a regional or national law firm to the effect that:

### (A)                            thesale is either registered under the Securities Act or is exempt from suchregistration requirements;

### (B)                              thesale will not cause the Company to be deemed to be an “investment company”under the Investment Company Act of 1940, as amended; and

### (C)                              thesale will not (i) result in the termination of the Company within the meaningof Section 708 of the Internal Revenue Code of 1986, as amended (the “**Code**”), (ii) cause the application ofSections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply tothe Company, and (iii) cause the Company to be treated as a “publicly tradedpartnership” within the meaning of Section 7704(b) of the Code.

15

----

## 2.12         Terminationof Registration Rights. ** **Theright of any Holder to request registration or inclusion of RegistrableSecurities in any registration pursuant to Section 2.1 or Section 2.2shall terminate upon the earliest to occur of (a) the closing of atransaction resulting in a “Dissolution Event” as such term is defined in theOperating Agreement and (b) the date on which such Holder is entitled tosell all of the Units owned by it in compliance with SEC Rule 144(k).

# 3.             Board Rights.

## 3.1           BoardRights.  On the date hereof the boardof directors of the Company (the “**Board**”)will appoint Dale Locken to the Board. So long as SDWG owns at least 50% of the Units issued to it under thePurchase Agreement, the Company will require each of its Board members andexecutive officers to (a) recommend to the members (or other securityholders) of the Company at any meeting of the members (or other securityholders) at which directors are elected the election of one nominee of SDWG(the “**SDWG Board Member**”) to theBoard (for such class of directors as the Board shall reasonably determine),(b) vote the Units (or other voting equity securities of the Company) theyown or control at any time to elect the SDWG Board Member to the Board, and (c)not take any action, including actions otherwise required under Section 5.3(a)of the Operating Agreement, that would result in (and take any action necessaryto prevent) the removal of the SDWG Board Member from the Board.

## 3.2           ObserverRights.  The Company will invite a representative of the members of HP (the “**HP Observer**”) and, to the extent the SDWGBoard Member does not occupy a seat on the Board, a representative of SDWG, toattend all meetings of the Board in a nonvoting observer capacity and, in thisrespect, will give each such representative copies of all notices, minutes,consents, and other materials that it provides to its directors; provided,however, that each such representative shall agree to hold in confidenceand trust and to act in a fiduciary manner with respect to all information soprovided, including maintaining such information in confidence; and providedfurther, that the Company reserves the right to withhold any informationand to exclude each such representative from any meeting or portion thereof ifaccess to such information or attendance at such meeting could adversely affectthe attorney-client privilege between the Company and its counsel.  The initial HP Observer shall be Craig Schaunaman.  If Mr.Schaunaman is unable or unwilling to serve as the HP Observer, SDWG shall, inits sole discretion and for the benefit of the members of HP, designate anotherindividual to serve as the HP Observer.

## 3.3           Termination of BoardRights.  Unlessterminated earlier by reason of failure to maintain the ownership percentageset forth in Section 3.1, the covenants set forth in Section 3.1shall terminate and be of no further force or effect on the earlier to occur of(a) the third anniversary of the date of this Agreement or(b) immediately before the consummation of the IPO.

## 3.4           Termination of ObserverRights.  The covenantsset forth in Section 3.2 shall terminate and be of no further force oreffect on the earlier to occur of (a) the third 

16

----

anniversary of the date of thisAgreement, (b) immediately before the consummation of the IPO, or (c) the terminationof any obligations to effect the Second Closing (as defined in thePurchase Agreement) pursuant to Section 10.4 of the Purchase Agreement.

## 3.5           Confidentiality.  Each Holderagrees that such Holder will keepconfidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company)any confidential information obtained from the Company pursuant to the terms ofthis Agreement (including notice of the Company’s intention to file aregistration statement), unless such confidential information (a) is knownor becomes known to the public in general (other than as a result of a breachof this Section 3.5 by such Holder), (b) is or has beenindependently developed or conceived by the Holder without use of the Company’sconfidential information, or (c) is or has been made known or disclosed tothe Holder by a third party without knowledge by the Holder of a breach of anyobligation of confidentiality such third party may have to the Company; provided,however, that an Holder may disclose confidential information (i) toits attorneys, accountants, consultants, and other professionals to the extentnecessary to obtain their services in connection with monitoring its investmentin the Company; (ii) to any prospective purchaser of any RegistrableSecurities from such Holder, if such prospective purchaser agrees to be boundby the provisions of this Section 3.5; (iii) to any existingAffiliate, partner, member, stockholder, or wholly owned subsidiary of suchHolder in the ordinary course of business, provided that such Holder****informs such Person thatsuch information is confidential and directs such Person to maintain theconfidentiality of such information; or(iv) as may otherwise be required by law, provided that the Holderpromptly notifies the Company of such disclosure and takes reasonable steps tominimize the extent of any such required disclosure.

# 4.             Additional Covenants.

## 4.1           ExtraordinaryTransactions.  In the event of any reorganization, merger,consolidation, recapitalization, liquidation, reclassification, unit dividend,unit split, combination of Units, rights offering, or extraordinary dividend ordivestiture (including a spin-off), or any other change in the capitalstructure or Units of the Company, the Board may, with the prior writtenconsent of Holders of a majority of the Registrable Securities, make suchadjustment as it determines in its reasonable discretion to be appropriate asto the number and kind of securities subject to and reserved under thisAgreement and, in order to prevent dilution or enlargement of rights of theHolders, the number and kind of securities issuable upon any exchange orconversion of the Units.

## 4.2           Meetings of the Board.  Unlessotherwise determined by the vote of a majority of the directors then in office,the Board shall meet at least quarterly in accordance with an agreed-uponschedule.

4.3           SuccessorLiability. If the Company or any of its successors or assignees consolidates withor merges into any other Person and is not the continuing or survivingcorporation or entity of such consolidation or merger, then to the extentnecessary, proper provision shall be made so that the successors and assigneesof the Company assume the 

17

----

obligations of the Companyhereunder, including but not limited to obligations with respect toregistration of Registrable Securities, nomination of board members andindemnification of members of the Board, as in effect immediately before suchtransaction, whether such obligations are contained in the Operating Agreementor elsewhere, as the case may be.

4.4          Board Expenses.  The Company shall reimburse the SDWG BoardMember and board observers for all reasonable out-of-pocket travel expensesincurred (consistent with the Company’s travel policy) in connection withattending meetings of the Board.

# 5.             Miscellaneous.

## 5.1           Successors and Assigns.  The rightsunder this Agreement may be assigned (but only with all related obligations) bya Holder to a transferee of Registrable Securities that (a) is an Affiliate,partner, member, limited partner, retired partner, retired member, orstockholder of a Holder; (b) is a Holder’s Immediate Family Member ortrust for the benefit of an individual Holder or one or more of such Holder’sImmediate Family Members; or (c) after such transfer, holds at least50,000 Registrable Securities (subject to appropriate adjustment for splits,dividends, combinations, and other recapitalizations); or (d)  is atransferee of SDWG pursuant to a transaction contemplated by Section 2.11(d)hereof provided that (i) the Company is, within a reasonable time aftersuch transfer, furnished with written notice of the name and address of suchtransferee and the Registrable Securities with respect to which such rights arebeing transferred; and (ii) such transferee agrees in a written instrumentdelivered to the Company to be bound by and subject to the terms and conditionsof this Agreement, including the provisions of Section 2.10.  For the purposes of determining the number ofRegistrable Securities held by a transferee pursuant to clause (c) above, theholdings of a transferee (1) that is an Affiliate, limited partner,retired partner, member, retired member, or stockholder of a Holder;(2) who is a Holder’s Immediate Family Member; or (3) that is a trustfor the benefit of an individual Holder or such Holder’s Immediate FamilyMember shall be aggregated together and with those of the transferring Holder.  The terms and conditions of this Agreementinure to the benefit of and are binding upon the respective successors andpermitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to conferupon any party other than the parties hereto or their respective successors andpermitted assignees any rights, remedies, obligations or liabilities under orby reason of this Agreement, except as expressly provided herein.

## 5.2           GoverningLaw.  This Agreement shall begoverned and construed in accordance with the laws of the State of Minnesotawithout regard to any applicable conflicts of law.  In any action between the parties arising outof or relating to this Agreement or any of the transactions contemplated bythis Agreement:  (a) each of theparties irrevocably waives the right to trial by jury; and (b) each of theparties irrevocably consents to service of process by first class certifiedmail, return receipt requested, postage prepaid, to the address at which suchparty is to receive notice in accordance with Section 5.5.

18

----

## 5.3           Counterparts;Facsimile. ** **ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.  This Agreement may also beexecuted and delivered by facsimile signature and in two or more counterparts,each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument.

## 5.4           Titlesand Subtitles.  The titles and subtitles used in thisAgreement are for convenience only and are not to be considered in construingor interpreting this Agreement.

## 5.5           Notices.  All notices and other communicationshereunder shall be in writing and shall be deemed given if deliveredpersonally, telecopied (which is confirmed), one business day after beingdeposited with a nationally recognized overnight courier, or two business daysafter being mailed by registered or certified mail (return receipt requested)to the parties at the following addresses (or at such other address for a partyas shall be specified by like notice):

| (a) if to the Company:                                                                                                       |   | with a copy to (that will not constitute notice:                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                         |   |                                                                                                                                                            |
| Advanced  BioEnergy  10251 Wayzata Boulevard  Suite 240  Minneapolis, MN 55305  Attention: CEO  Facsimile No: (763) 226-2725 |   | Faegre & Benson LLP  2200 Wells Fargo Center  90 South Seventh Street  Minneapolis, MN 55402-3901  Attention: Peter J. Ekberg  Facsimile No: (612) 766-1600 |
|                                                                                                                         |   |                                                                                                                                                            |
| (b) If to a  Holder:                                                                                                         |   | with a copy to (that will not constitute notice):                                                                                                               |
|                                                                                                                         |   |                                                                                                                                                            |
| at the address set forth on Schedule  A                                                        |   | Blackwell Sanders Peper Martin LLP  4801 Main Street  Suite 1000  Kansas City, MO 64112  Attention: Jason A. Reschly  Facsimile No: (816) 983-8080              |

 

## 5.6           Amendmentsand Waivers.  Any term of thisAgreement may be amended and the observance of any term of this Agreement maybe waived (either generally or in a particular instance, and eitherretroactively or prospectively) only with the written consent of the Companyand the Holders of a majority of the Registrable Securities; provided,that the Company may in its sole discretion waive compliance with Section2.11(c) (and the Company’s failure to object promptly in writing afternotification of a proposed assignment allegedly in 

19

----

violation of Section 2.11(c)shall be deemed to be a waiver); and provided further, that anyprovision hereof may be waived by any waiving party on such party’s own behalf,without the consent of any other party; provided further, however, thisAgreement may not be amended or terminated and the observance of any termhereof may not be waived with respect to any Holder without the written consentof such Holder, unless such amendment, termination, or waiver applies to allHolders in the same fashion (it being agreed that a waiver of the provisions ofSection 4 with respect to a particular transaction shall be deemedto apply to all Holders in the same fashion. The Company shall give prompt notice of any amendment or terminationhereof or waiver hereunder to any party hereto that did not consent in writingto such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 5.6shall be binding on all parties hereto, regardless of whether any such partyhas consented thereto.  No waivers of orexceptions to any term, condition, or provision of this Agreement, in any oneor more instances, shall be deemed to be or construed as a further orcontinuing waiver of any such term, condition, or provision.

5.7          Severability.  If any provision of this Agreement is held tobe illegal, invalid or unenforceable under any present or future law orregulation, and if the rights or obligations of any party hereto under thisAgreement will not be materially and adversely affected thereby, (a) suchprovision will be fully severable, (b) this Agreement will be construedand enforced as if such illegal, invalid or unenforceable provision had nevercomprised a part hereof, (c) the remaining provisions of this Agreementwill remain in full force and effect and will not be affected by the illegal,invalid or unenforceable provision or by its severance from this Agreement and(d) in lieu of such illegal, invalid or unenforceable provision, therewill be added automatically as a part of this Agreement a legal, valid andenforceable provision as similar in terms to such illegal, invalid orunenforceable provision as may be possible.

5.8          Aggregation of Securities.  All shares of Registrable Securities held oracquired by Affiliates of a Holder shall be aggregated together for the purposeof determining the availability of any rights under this Agreement of suchHolder.

5.9          Entire Agreement.  This Agreement (including any Schedules andExhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to thesubject matter hereof, and any other written or oral agreement relating to thesubject matter hereof existing between the parties is expressly canceled.

5.10        Delays or Omissions.  No delay or omission to exercise any right,power, or remedy accruing to any party underthis Agreement, upon any breach or default of any other party under thisAgreement, shall impair any such right, power, or remedy of such nonbreachingor nondefaulting party, nor shall it be construed to be a waiver of oracquiescence to any such breach or default, or to any similar breach or defaultthereafter occurring, nor shall any waiver of any single breach or default bedeemed a waiver of any other breach or default theretofore or thereafteroccurring.  All remedies, whether underthis Agreement or by law or otherwise afforded to any party, shall becumulative and not alternative.

20

----

IN WITNESS WHEREOF, the partieshave executed this Agreement as of the date first written above.

|        |   | ADVANCED BIOENERGY, LLC                |
|--------|--------|----------------------------------------|
|   |   |                                   |
| By:    |   | /s/ Revis L. Stephenson III            |
| Name:  |   | Revis L. Stephenson III                |
| Title: |   | Chief Executive Officer                |
|   |   |                                   |
|   |   |                                   |
|   |   | SOUTH DAKOTA WHEAT GROWERS ASSOCIATION |
|   |   |                                   |
| By:    |   | /s/ Rory Troske                        |
| Name:  |   | Rory Troske                            |
| Title: |   | Vice President                         |

 

21

----

**SCHEDULE A**

**Holders**

SouthDakota Wheat Growers Association110 6th Avenue SEAberdeen, South Dakota  57402Attention:  CEOFacsimile No.:  (605) 225-0859

 

22

----

 

**FIRSTAMENDMENT TO INVESTOR RIGHTS AGREEMENT**

ThisFirst Amendment (the “Amendment”) is entered into as of June 25, 2007,by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the“Company”), and South Dakota WheatGrowers Association, a South Dakota cooperative (“SDWG”).

**RECITALS**

A.            On November 7, 2006, the Company andSDWG entered into an investor rights agreement in connection with the purchaseby the Company of SDWG’s limited partnership interest in Heartland Grain Fuels,L.P. (“HGF”) (the “Investor Rights Agreement”).

B.            On April 20, 2007 the Companyentered into a purchase agreement with Ethanol Investment Partners (“EIP”)whereby the Company agreed to enter into a registration rights agreement withEIP (the “Registration Rights Agreement”), provided the Company firstobtained SDWG’s consent to grant such rights.

C.            In connection with the execution ofthe Registration Rights Agreement between ABE and EIP, ABE and SDWG desire toamend the Investor Rights Agreement as follows:

**AGREEMENT**

**1.             Amendmentto Article 1.**    Article1 of the Investor Rights Agreement is hereby amended and restated in itsentirety as set forth in the attached Exhibit A.

**2.             Amendmentto Section 2.3(a)**. Section 2.3(a) of the Investor Rights Agreement is hereby amended andrestated in its entirety as set forth in the attached Exhibit B.

**3.**             **Governing Law. **The parties to this Amendment intend for the laws of the State of Minnesota togovern the validity of this Amendment, the construction of its terms and theinterpretation of the rights and duties of the parties, without regard to theconflict of law provisions of such state.

**4.             Counterparts**.** **This Amendment maybe executed in any number of counterparts, each of which shall be deemed anoriginal and enforceable against the parties actually executing suchcounterpart, and all of which together shall constitute one and the sameinstrument.

**6.             Miscellaneous**.  Except as specifically amended herein, theInvestor Rights Agreement shall remain in full force and effect, as so amended.  Any reference to this “Amendment,” shallinclude the Recitals set forth in the beginning of this Amendment.

***[Remainderof the page intentionally left blank.]***

----

This Amendment hasbeen executed by the parties hereto as of the date first set forth above.
|            | **ADVANCED BIOENERGY LLC**                 |
|------------|--------------------------------------------|
| ** ** | ** **                                 |
|       | By:                                        | /s/ Revis L. Stephenson III |
|       |                                       | Name: Revis L. Stephenson III |
|       |                                       | Its: President and Chief Executive Officer |
|       |                                       |   |
| ** ** | **SOUTH DAKOTA WHEAT GROWERS ASSOCIATION** |
|       |                                       |   |
|       | By:                                        | /s/ Dale Locken |
|       |                                       | Name: Dale Locken |
|       |                                       | Its: Chief Executive Officer and Treasurer |

 

----

**EXHIBIT A**

**AMENDEDAND RESTATED ARTICLE 1**

1.             Definitions.** **Forpurposes of this Agreement:

1.1           “**Additional Financing**” means the sale by the Company ofadditional Units as contemplated by the registration statement on Form SB-2filed by the Company with the SEC on September 13, 2006, as amended from timeto time thereafter.

1.1           “**Affiliate**” means, with respect to anyspecified Person, any other Person who or which, directly or indirectly,controls, is controlled by, or is under common control with such specifiedPerson, including without limitation any general partner, officer, director, ormanager of such Person.

1.3           “**Damages**” means any loss, damage, orliability to which a party hereto may become subject under the Securities Act,the Exchange Act, or other federal or state law, insofar as such loss, damage,or liability (or any action in respect thereof) arises out of or is based upon(a) any untrue statement or alleged untrue statement of a material factcontained in any registration statement of the Company, including anypreliminary prospectus or final prospectus contained therein or any amendmentsor supplements thereto; (b) an omission or alleged omission to statetherein a material fact required to be stated therein, or necessary to make thestatements therein not misleading; or (c) any violation or alleged violationby the indemnifying party (or any of its agents or Affiliates) of theSecurities Act, the Exchange Act, any state securities law, or any rule orregulation promulgated under the Securities Act, the Exchange Act, or any statesecurities law.

1.4          “**Derivative Securities**” means any securitiesor rights convertible into, or exercisable or exchangeable for****(in each case, directly or indirectly), Units, includingoptions and warrants.

1.5          “**EIP**”means Ethanol Investment Partners, LLC, a Delaware limited liability company.

1.6          “**EIP Holder**”means any “Holder” as that term is defined under the Registration RightsAgreement.

1.7          “**Exchange Act**” means the Securities ExchangeAct of 1934, as amended, and the rules and regulations promulgated thereunder.

1.8**          “****Excluded Registration****”**means (a) a registration of Units inconnection with the Additional Financingso long as such registration is declared effective by the SEC no later thanSeptember 1, 2007; (b) aregistration relating~~~~tothe sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase,or similar plan; or (c) a registration relating to an SEC Rule 145 transaction.

----

1.9          “**Form****S-1**”means such form under the Securities Act as in effect on the date hereof or anysuccessor registration form under the Securities Act subsequently adopted bythe SEC.

1.10        “**Form S-2**” means such form under theSecurities Act as in effect on the date hereof or any successor registrationform under the Securities Act subsequently adopted by the SEC.

1.11         “**Form S-3**”means such form under the Securities Act as in effect on the date hereof or anyregistration form under the Securities Act subsequently adopted by the SEC thatpermits incorporation of substantial information by reference to otherdocuments filed by the Company with the SEC.

1.12         “**GAAP**”means generally accepted accounting principles in the United States.

1.13         “**Holder**”means any holder of Registrable Securities who is a party to this Agreement,including permitted transferees that agree in writing to be bound by andsubject to the terms and conditions of this Agreement.

## 1.14**        **“**Immediate Family Member**”****means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse,sibling, mother-in-law, father-in-law,son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural personreferred to herein.

## 1.15         “**Initiating Holders**” means, collectively,Holders who properly initiate a registration request under this Agreement.

## 1.16         “**IPO**” means the Company’sfirst underwritten public offering of its Units or other equity securitiesunder the Securities Act.

## 1.17         “**Operating Agreement**” means that certain Third Amended and RestatedOperating Agreement of the Company dated as of February 1, 2006.

## 1.18         “**Person**” means anyindividual, corporation, partnership, trust, limited liability company,association or other entity.

## 1.19         “**Registrable Securities**” means (a) theUnits issued to SDWG, and any Units acquired by SDWG after the date hereof; and(b) any Units issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that isissued as) a dividend or other distribution with respect to, or in exchange foror in replacement of, the Units referenced in clause (a) above; excluding inall cases, however, any Registrable Securities sold by a Person in atransaction in which the applicable rights under this Agreement are notassigned pursuant to Section 5.1, and excluding for purposes of Section 2any Units for which registration rights have terminated pursuant to Section 2.12of this Agreement.

----

1.20         “**RegistrationRights Agreement**” means that certain Registration Rights Agreementdated as of June 20, 2007 between the Company and EIP.

## 1.21         “**Restricted Securities**” means the securities of the Company required tobear the legend set forth in Section 2.11(b) hereof.

## 1.22         “**SEC**” means the Securities and Exchange Commission.

## 1.23        “**SEC Rule144**” means Rule 144 promulgated bythe SEC under the Securities Act.

## 1.24         “**SEC Rule 144(k)**” means Rule 144(k) promulgated by the SEC under theSecurities Act.

## 1.25         “**SEC Rule 145**” means Rule 145 promulgated by the SEC under theSecurities Act.

## 1.26         “**Securities Act**” means the Securities Act of 1933, as amended, andthe rules and regulations promulgated thereunder.

## 1.27         “**Selling Expenses**” means all underwriting discounts, sellingcommissions, and stock transfer taxes applicable to the sale of RegistrableSecurities, and fees and disbursements of counsel for any Holder, except forthe fees and disbursements of the Selling Holder Counsel borne and paid by theCompany as provided in Section 2.6.

## 1.28         “**Units**” means units of membership interests in the Company,or shares or other equity interests of the Company issued in exchange for orotherwise in connection with any transaction as described in Section 4.1.

----

**EXHIBIT B**

**AMENDEDAND RESTATED SECTION 2.3(a)**

2.3           Underwriting Requirements.

(a)           If, pursuant to Section 2.1, the Initiating Holders intend todistribute the Registrable Securities covered by their request by means of anunderwriting, they shall so advise the Company as a part of their request madepursuant to Section 2.1, and the Company shall include such information in theDemand Notice.  The underwriter(s) willbe selected by the Company and shall be reasonably acceptable to a majority ininterest of the Initiating Holders.  Insuch event, the right of any Holder to include such Holder’s RegistrableSecurities in such registration shall be conditioned upon such Holder’sparticipation in such underwriting and the inclusion of such Holder’sRegistrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute theirsecurities through such underwriting shall (together with the Company asprovided in Section 2.4(e)) enter into an underwriting agreement in customaryform with the underwriter(s) selected for such underwriting.  Notwithstanding any other provision of thisSection 2.3, if the underwriter(s) advise(s) the Initiating Holders in writingthat marketing factors require a limitation on the number of equity securitiesto be underwritten, then the Initiating Holders shall so advise all Holders ofRegistrable Securities that otherwise would be underwritten pursuant hereto,and the number of equity securities that may be included in the underwritingshall be allocated as follows: (1) as between Holders and the EIP Holders, inproportion (as nearly as practicable) to the number of equity securities thateach group requested to be included in the underwriting, and then (2) asbetween the persons that comprise the Holders and the EIP Holders in proportion(as nearly as practicable) to the number of equity securities owned by eachHolder or in such other proportion as shall mutually be agreed to by all suchHolders; provided, however, the number of Registrable Securities held by theHolders, to be included in such underwriting shall not be reduced unless allother securities, except the equity securities requested to be included in theunderwriting by the EIP Holders which shall be reduced as contemplated in theprior sentence, are first entirely excluded from the underwriting.

----