sireunittransferpolicyef






                                                                                                                                                                                                                                                                                                     Unit Transfer Policy                                                                                         Effective April 20, 2015    1.     Introduction.      This Unit Transfer Policy (“Policy”) of Southwest Iowa Renewable Energy, LLC (“SIRE” “we” or “us”) is  effective as of April 20, 2015.  This Policy constitutes Exhibit C of our Fourth Amended and Restated  Operating Agreement dated March 21, 2014, as it may be amended from time to time (the “Operating  Agreement”).   All  terms  not  defined  in  this  Policy  have  the  meaning  given  to  them  in  the  Operating  Agreement.    2.     Definitions.      Unless otherwise defined in this Policy, the following terms have the meanings ascribed to them in this  Section 2:                      “Manual”    The  Southwest  Iowa  Renewable  Energy  Qualified  Matching  Service                                Manual applicable to the QMS provided at Appendix 1       “Private Unit Transfer”  A transfer of a Unit outside of the QMS                      “QMS”     SIRE’s qualified matching service         “QMS Unit Transfer”    A transfers of a Unit through the QMS                 “Securities”   SIRE’s Membership Units              “Unit Transfers”   Private Unit Transfers and QMS Unit Transfers    3.     Procedures & General Rules.             ● QMS Unit Transfers: Unit Holders wishing to Transfer Units through the QMS should refer to         the Manual which is available on our website (www.sireethanol.com).  The procedures for and the         timing of QMS Unit Transfers are governed by the Manual, in addition to the provisions below.                    ● Private Unit Transfers: Unit Holders wishing to Transfer Units in a Private Unit Transfer must         send  us  a  completed  Private  Unit  Transfer  Request  and  Agreement  in  the  form  attached  as         Appendix  2  which  has  been  executed  by  both  the  Transferor(s)  and  the  Transferee(s).   The         Private Unit Transfer Request and Agreement, which is available on our website, must be sent to         us at the following address:                                 Southwest Iowa Renewable Energy, LLC                        10868 189th St.                        Council Bluffs, IA 51503               OMA-302023-6                                    1    





 






       ● We reserve the right to request a non-refundable check in the amount determined by us made         out to “Southwest Iowa Renewable Energy, LLC” to cover the costs we incur for a Unit Transfer         request, which may include administrative expenses and professional fees.1                  ●  We  may  request  additional  information  respecting  Unit  Transfer,  including  an  opinion  of  the         transferor’s counsel, as discussed below.                  ● All requests for Unit Transfers will be aggregated and submitted for Board consideration at the         end of each fiscal quarter.                    ● For Private Unit Transfers, we will notify the transferor whether the Board has approved the         request following the Board meeting in which the request is considered.  For QMS Unit Transfers,         if the Board approves the request, we will inform the QMS of such approval and the parties will be         notified  as  provided  in  the  Manual.   In  the  event  a  request  for  a  Unit  Transfer  is  denied,  the         materials submitted by the Unit Holder will be returned, excepting the check (if required).                  ● If a request for a Unit Transfer is granted by the Board, the Transfer will become effective as to         the transfer of ownership and as to allocation matters as provided in this Policy.      4.     General Limitations.  The Board has discretion to approve any request by a Series A Unit holder  for a Unit Transfer.  In addition to the information required elsewhere in this Policy, the Board may require  the Transferor Member to provide an opinion of counsel reasonably acceptable to the Board that: (i) the  proposed Transfer, alone or when combined with other transactions, would not result in: (A) a termination  of SIRE within the meaning of Code Section 708 (or, if so, that no material adverse tax consequences  would  result  to  us  or  the  Members  by  reason  of  such  termination),  (B)  SIRE’s  losing  its  status  as  a  partnership  for  income  tax  purposes,  or  (C)  the  taxation  of  SIRE  as  a  publicly-traded  partnership  for  income tax purposes; and (ii) the Unit(s) may be Transferred without registration under any applicable  securities laws.    5.     Further Conditions for Permitted Unit Transfers.       ●  Requirement:   A  Unit  Transfer  will  not  be  treated  as  a  Permitted  Transfer  unless  and  until  the     conditions in this Section and Sections 5.6(c) of the Operating Agreement are satisfied.      ● Conveyance Documents.  Except in the case of a Transfer of a Unit involuntarily by operation of     law, the Transferor and Transferee must execute and deliver to us documents and instruments of     conveyance as may be necessary or appropriate in the opinion of our counsel to affect the Transfer.      In the case of a Transfer of Units involuntarily by operation of law, the Transfer must be confirmed by     presentation  to  us  of  legal  evidence  of  the  Transfer,  in  form  and  substance  satisfactory  to  our     counsel.  In all cases, we must be reimbursed by the Transferor and/or Transferee for all costs and     expenses we reasonably incur in connection with the Transfer.      ● Tax Information.  The Transferor and Transferee of a Unit must furnish us with the Transferee’s     taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in     the Units transferred, and any other information reasonably necessary to permit us to file all required     federal and state tax returns and other required information statements or returns.  In addition, the     Transferee of a Unit must consent to the use of the method and convention of allocating Profits and     Losses and each item of Profit and Loss for the year of the Transfer that is specified in this Policy.      Without  limiting  the  generality  of  the  foregoing,  we  will  not  be  required  to  make  any  Distribution     otherwise  provided  for  in  the  Operating  Agreement  with  respect  to  any  Transferred  Units  until  we     have received this information.                                  1  The  Board  reserves  the  right  to  require  the  transferor  Member  to  reimburse  the  Company  for  any  additional  reasonable  costs  incurred in connection with responding to and effecting a requested transfer.    OMA-302023-6                                    2    





 






   ● Does Not Cause  SIRE  To Be Investment Company.   Except  in the case of a Transfer of Units     involuntarily by operation of law, if requested by the Directors in their sole discretion, the Transferor of     a Unit must provide an opinion of counsel reasonably satisfactory to the Directors to the effect that     the Transfer will not cause SRE to be deemed to be an “investment company” under the Investment     Company Act of 1940.      ● Transferee Is Not A Competitor Of SIRE.  Except in the case of a Transfer of Units involuntarily by     operation of law, the Directors must determine (in their sole discretion) that the Transferee of a Unit is     not a competitor of SIRE or our Affiliates, or an Affiliate of our competitor or a Person who as a unit     holder or member would or may be detrimental to our interests.  The proposed Transferor of a Unit     and  proposed  Transferee  must  submit  information  requested  by  the  Directors  to  make  the     determination.          ● Suspension Of Transfers After Dissolution Event.  No notice or request initiating the procedures     contemplated by this Policy may be given by a unit holder after a Dissolution Event has occurred.      ●  Directors  May  Waive  Conditions.   Subject  to  Section 3  of  this  Policy,  the  Directors  have  the     authority to waive any opinion or other condition required in this Policy; except that the Directors may     not waive the conditions of Sections 5.6(c) of the Operating Agreement.          ● Distributions And Allocations for Transferred Units.  If any Units are Transferred during any Fiscal     Year in compliance with the provisions of this Policy and Article IX of the Operating Agreement, items     of Profits and Losses and all other items attributable to the Transferred Units for such Fiscal Year will     be  divided  and  allocated  between  the  Transferor  and  the  Transferee  by  taking  into  account  their     varying  interests  during  the  Fiscal  Year  in  accordance  with  Code  Section 706(d),  using  any     conventions permitted by law and selected by the Directors.  All distributions on or before the date of     the  Transfer  will  be  made  to  the  Transferor,  and  all  distributions  thereafter  will  be  made  to  the     Transferee.  Solely for purposes of making such allocations and distributions, we will recognize the     Transfer  to  be  effective not  later than  the  first  day  of  the  month  following  the  quarter in  which  all     documents to effectuate the Transfer have been executed and delivered to us, provided that we have     received those documents at least 10 days prior to the first day of the month, otherwise those items     will be allocated and distributed to the Transferor, provided further that, if we do not receive a notice     stating the date the Units were Transferred and other information as the Directors may reasonably     require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then     all of those items will be allocated, and all distributions will be made, to the person or entity who,     according to our books and records, was the owner of the Units on the last day of that Fiscal Year.      Neither we nor any Member will incur any liability for making allocations and distributions in accord     with the provisions of this Policy, whether or not the Directors or SIRE has knowledge of any Transfer     of any Units.  Unless and until a Transferee is a permitted Transferee and that Transferee is admitted     as a Substitute Member under Section 9.10 of the Operating Agreement, the proposed Transferee     will have no interest in SIRE and will not be treated as a Member for purpose of any distribution, the     allocation of Profits or Losses, the voting of Units or for any other purpose.   6.     Publicly  Traded  Partnership  Limitations.   Generally  speaking,  the  Code  provides  that  an  organization  which  is  a  publicly-traded  partnership  (“PTP”)  will  be  treated  as  a  corporation  for  tax  purposes.  Therefore, the Board will not permit a Unit Transfer if it would cause SIRE to be treated as a  PTP.  The Code and the Regulations provide that if more than 2% of SIRE’s outstanding Securities are  transferred in any calendar year, SIRE will be treated as a PTP (the “PTP Limitations”).        The Code and the Regulations provide that some transfers are not counted toward the PTP Limitations,  which are primarily the following (collectively, the “Exemptions”):       ● A transfer in which the basis of the Security is in the hands of the transferee is determined, in whole     or in part, by reference to its basis in the hands of the transferor or is determined under Code §732     (such as a distribution from an entity taxed as a partnership to the partners).         OMA-302023-6                                    3    





 






   ● A transfer at death, including transfers from an estate or testamentary trust.          ●  A  transfer  between  members  of  a  family,  with  family  defined  to  include  brothers  and  sisters,     whether by the whole or half blood, spouse, ancestors (parents and grandparents only), and lineal     descendants.   Note  that  uncles,  aunts  and  relatives  through  marriage  are  not  included  in  this     definition of “family.”  Therefore, a proposed transfer where the transferees are joint tenants will not fit     within this Exemption, unless both joint tenants are related by family as defined in the Regulation.          ●  A  transfer  involving the  issuance  of  Securities by  (or on  behalf  of) SIRE  in  exchange  for  cash,     property, or services.          ●  A  transfer  involving  distributions  from  a  retirement  plan  qualified  under  Code  §401(a)  or  an     individual retirement account.          ● One or more transfers by a Member and any related persons (within the meaning of Code §267(b)     or §707(b)(1)) during any 30 calendar day period of Securities aggregating more than 2% of the total     outstanding Securities.          ● A transfer representing in aggregate 50% or more of the total Securities in one transaction or a     series of related transactions.    Generally  speaking,  the  Board  will  not  permit  a  Private  Unit  Transfer  if  it  does  not  meet  one  of  the  Exemptions.  Since the PTP Limitations apply on a calendar year basis, there may be instances where  the Board may permit a Private Unit Transfer even if it does not meet one of the Exemptions, to the extent  we otherwise fall within the PTP Limitations for that calendar year.  For Private Unit Transfers, the Board  reserves  the  right  to  make  its  own  determination  as  to  whether  (i)  a  proposed  transfer  meets  an  Exemption, (ii) we will stay within the PTP Limitations for a calendar year, and (iii) it should not permit a  transfer in any event.    In addition, the Code provides that transfers of up to 10% of SIRE’s outstanding Securities in a calendar  year through the QMS are not counted toward the PTP Limitations.  For QMS Unit Transfers, the Board  reserves the right to make its own determination as to whether (i) a proposed QMS Unit Transfer does not  exceed the 10% limit, (ii) we will stay within the PTP Limitations for a calendar year, and (iii) it should not  permit a QMS Unit Transfer in any event.    7.     Conventions Respecting Unit Transfers.         ● Ownership:  For purposes of effecting the Transfer of ownership in a Unit, any Transfer of a Unit     will  be  deemed  effective  (the  “Transfer  Date”)  as  of  the  date:  (i)  which  the  Transfer  occurs  (as     determined under the Southwest Iowa Renewable Energy Ethanol Qualified Matching Service Manual     for  QMS  Unit  Transfers,  or  as  reflected  by  the  Private  Unit  Transfer  Request  and  Agreement  for     Private  Unit  Transfers),  (ii)  the  Transferee’s  name  and  address  and  the  nature  and  extent  of  the     Transfer  are  reflected  in  our  records  (including  the  Unit  Holder  Register),  and  (iii)  all  other     requirements imposed by the Board for the Transfer have been satisfied.          ●  Allocations: For  purposes  of  the  allocation  of  items  of  our  profit,  gain,  loss,  deductions  and     distributions (collectively, along with all company-related allocations under the Operating Agreement,     the “Allocations”), the effective date of a Unit Transfer will be determined by reference to quarterly (on     the basis of our Fiscal Year) interim periods (“Interim Periods”).  On the first day of an Interim Period     immediately  after  the  Interim  Period  in  which  a  Transfer  Date  occurs  (the  “Allocation  Date”),  the     Allocations will apply to such Unit(s) Transferred as follows: (i) on the Allocation Date, all Allocations     for the Transferred Unit(s) applicable on or after the Allocation Date will apply to the transferee, and     (ii)  prior  to  the  Allocation  Date,  regardless  of  the  Transfer  Date,  all  Allocations  for  the  transferred     Unit(s) will be allocated or distributed, as applicable, to the transferor.      OMA-302023-6                                    4    





 






                               Appendix 1 to Unit Transfer Policy                                                                                Southwest Iowa Renewable Energy, LLC                                 Qualified Matching Service Manual                                       Effective April 20, 2015                                                    I.     Purpose and Overview.    Under the Trading Service Agreement dated November 20, 2009 between Southwest Iowa Renewable  Energy, LLC (“SIRE”) and FNC Ag Stock,  LLC (“FNC”), SIRE and FNC hereby agree to the following  rules  and  procedures  for  the  trading  of  SIRE’s  Membership  Units  (“Securities”)  through  the  Qualified  Matching Service established by SIRE and operated by FNC (the “QMS”) under the terms of this Qualified  Matching Service Manual (“Manual”).  All terms not otherwise defined below have the meaning given to  them  in  the  SIRE’s  Fourth  Amended  and  Restated  Operating  Agreement  dated  March  21,  2014  (the  “Operating Agreement”).    SIRE must limit trading of its Securities to preserve its pass-through tax status. Members will be allowed  to sell their Membership Units through the QMS (a “QMS Unit Transfer”).  Transfers that are not made  through the QMS (a “Private Unit Transfer”) may be made under the requirements of this Unit Transfer  Policy (the “Transfer Policy”).  Please see Appendix 2 to the Transfer Policy for Private Unit Transfers of  Units.   Members  should  review  the  provisions  of  the  Transfer  Policy  on  SIRE’s  website  (www.sireethanol.com)  for  further  guidance.   All  unauthorized  trades  or  Transfers  of  Securities  will  be  void.      II.    Summary of Important Terms of the QMS.           Transfer  Membership Units       Limitations No  Member  may  Transfer  any  Unit  if,  in  the  determination  of  SIRE’s  Board  of                   Directors (the “Board”), such Transfer would cause SIRE to be treated as a publicly-                  traded partnership  (“PTP”)  under the Internal  Revenue Code  of  1986,  as amended                   (the  “Code”).   No  more  than  10%  of  SIRE’s  outstanding  Securities  may  be  traded                   through the QMS in any calendar year.  If the 10% limit is reached, no further trading                   will be authorized until after the end of the year.  See §4 of the Transfer Policy.  The                   Board may elect in its sole discretion not to recognize any Transfer unless and until (i)                   SIRE has received a satisfactory opinion of counsel that the Transfer may be lawfully                   made without registration under applicable state and federal securities laws and that                   the  Transfer will  not  cause  SIRE  to  be  treated as a  PTP  and  (ii)  all documents of                   conveyance  are  executed  and  delivered  to  SIRE,  including  the  Transferor’s                   Membership Unit Certificate.  See §3 of the Transfer Policy.               New   All  new  Members  purchasing  Membership  Units  through  the  QMS  must  sign  a         Members   counterpart  signature  page  to  the  Operating  Agreement.   The  signature  page  is                   available on SIRE’s website.            Trading  The  Board  will  consider  transfers  once  per  calendar  quarter.  All  transfers  that  are          Periods  approved will be effected on the first day of the following quarter, except when an offer                   to sell is posted in the last 45 days of a quarter and is matched with an offer to buy, in                   which case the transfers are approved the next following quarter.  The quarters begin                   on January 1, April 1, July 1 and October 1 of each calendar year.  See §5 of the                   Transfer Policy and §§V and VII(H) below.          Pledged  If you have pledged your Securities to secure a loan, you must get a signed consent            Units  from your lender to sell your Securities.  The escrow agent will make the check for the                   sale proceeds payable to both you and the lender upon written request by the lender.                    See §VII(D)(6) below.        Operation  SIRE has engaged FNC to operate the QMS for SIRE’s Securities. You may not sell       of the QMS  or  Transfer  SIRE’s  Membership  Units  other  than  through  this  QMS  or  through  a                   Private  Unit  Transfer  under  the  Private  Unit  Transfer  Request  and  Agreement    OMA-302023-6                                    5    





 






                 contained as Appendix 2 to the Transfer Policy.  Sellers must pay FNC a commission                   of 3% of the purchase price for each QMS Unit Transfer, with a minimum commission                   of $250.00 per transaction.  Offers to buy or sell Securities through the QMS are non-                  binding until a written contract for sale has been executed.  All offers to buy and sell                   Units  remain  subject  to  authorization  by  the  Board  as  provided  in  the  Operating                   Agreement.                        ● Offers to buy or sell Securities through the QMS are non-binding until a written                      Contract for Sale with FNC (“Sale Contract”) has been executed by both parties.                       FNC’s form of Sale Contract can be found on SIRE’s website.  All matched offers                      to  buy  and  sell  remain  subject  to  authorization  by  SIRE  and  any  transfer  agent                      SIRE appoints (the “Transfer Agent”).   See §3 of the Transfer Policy and §VII(D)                      below.                      ●  Persons  interested  in  buying  Securities  or  selling  their  Securities  through  the                      QMS should contact FNC at 1-(855) 827-7391 to complete a listing agreement (for                      sellers) with FNC (“Listing Agreement”) or place a bid (for buyers).  FNC’s form of                      Listing Agreement is available on SIRE’s website.  You must indicate the price and                      number  of  Membership  Units  you  desire  to  buy  or  sell  in  whole  Unit  (for                      Membership  Units)  increments.  Offers  to  buy  or  sell  Securities  will  be  made                      available  by  FNC  upon request and  available listings,  recent sales and  offers  to                      purchase  will  be  posted  on  FNC’s  website  at www.fncagstock.com.  See  §VI                      below.                      ●  FNC  will  match  bids  with  the  listed  offers  for  sale  on  a  daily  basis  (with  the                      exception of weekends and holidays), except that bids may not be matched with                      offers to sell until the Securities have been listed for at least 15 days. In matching                      offers, preference is generally given first to the lowest priced offers to sell or the                      highest bid price, then in the order received. The purchase price will be the buyer’s                      bid price. See §V(K) below.                      ● When an offer to sell is matched with a bid, FNC will contact the buyer and seller                      by  telephone  to  confirm  the  sale  and  then  send  buyer  the  Sale  Contract.   The                      buyer must return the signed Sale Contract to FNC within 10 business days with a                      100%  deposit  of  the  purchase  price  plus  the  counterpart  signature  page  to  the                      Operating Agreement (if transferring Membership Units) and other documentation,                      if applicable. The purchase price deposit will be held by the independent escrow                      agent  engaged  by  SIRE,  Alerus  Financial  (“Escrow  Agent”)  until  the  sale  is                      completed.  See §VII(D) below.                      ●  After  FNC receives  the  buyer’s  Sale  Contract and deposit,  FNC  will  send the                      Sale Contract to the seller who must sign and return it to FNC within 10 business                      days with his/her Membership Unit Certificate(s) (or a Lost Certificate Affidavit), for                      the  transfer  of  Membership  Units.   SIRE’s  form  of  Lost  Certificate  Affidavit  is                      available on its website.  In the Listing Agreement, the seller agrees to pay FNC’s                      commission if the seller fails to sign and return these documents as required.  See                      §VII(D) below.                      ● Approximately 30 days prior to the end of each quarter, FNC will submit to the                      Transfer  Agent  the  Sales  Contracts  and  related  documentation  to  confirm                      compliance  with  all  Operating  Agreement  restrictions  (for  the  transfer  of                      Membership Units), including Board approval.  See §VII(F) below.                      ● If the sale of Membership Units is authorized by the Board, the Transfer Agent                      will reissue the Membership Units to the buyer and inform FNC to direct the Escrow                      Agent  to  disburse  the  net  sale  proceeds  to  the  seller,  after  payment  of  FNC’s                      commission. If the sale is not authorized, the purchase price will be returned to the                      buyer and no commission will be charged.  See §VII(D) below.                      ● Offers to sell and offers to buy may not be listed on the QMS any longer than 120                      days. After an offer to sell or buy has been listed for 120 days, it will be removed. A                      buyer may repost his or her offer to buy immediately; however, a seller will not be    OMA-302023-6                                    6    





 






                    able  to  list  any  Membership  Units for  sale  for  at  least  60  days  after  the  offer  is                      removed.  See §§VI(M) & (N) below.                        III.   QMS Schedule.    The  following  is  the  schedule  of  key  dates  throughout  the  year  for  trades  effected  through  the  QMS.   QMS  participants  should  also  review  §§V-VII  below  for  more  detailed  explanations  of  the  various  deadlines, as the following dates are provided for guidance only and may vary.  Please note that the  effective date of any Transfer of Membership Units is subject to the terms of the Operating Agreement.                     Activity                   Quarter 1      Quarter 2      Quarter 3      Quarter 4  First day of quarter                      January 1       April 1         July 1      October 1  Deadline to submit offers to sell that can February 13    May 16        August 16     November  be approved during quarter if matched:                                                    15  Deadline to submit offers to purchase for February 28     May 31        August 31     November  match to be approved during quarter†:                                                     30  Deadline for FNC to submit required       March 17        June 16      September      December  documentation to Transfer Agent for                                        15             15  authorization:  Effective date of trades authorized by     April 1         July 1       October 1     January 1  Transfer Agent in prior quarter:  †May be waived in FNC’s discretion if other sale conditions met.    IV.    Terms and Conditions of Use.    A.     Brokers and dealers may not use the QMS to purchase or sell Securities for the accounts of         others.    B.     There is no charge to buyers or sellers to register or post Securities on the QMS; however, sellers         will be charged a commission  for completed  transactions which is described below. Interested         buyers and sellers should carefully read and follow the instructions provided below.    C.     None of the Securities are listed on a national securities exchange or other regulated securities         market.     D.     The information contained in the QMS does not consist of firm quotes, but rather merely lists the         names,  addresses  and  telephone  numbers  of  interested  sellers  and  buyers,  the  number  of         Securities offered or desired to be purchased, and the price at which the proposed transaction         would occur.  SIRE will not assure that any particular transaction will occur as to any particular         number  of  Units.  All  the  transactions  must  be  executed  independent  of  SIRE  or  any  of  its         affiliates.    E.     This Manual may be revised from time to time in the discretion of SIRE and in coordination with         FNC. The most current version will always be available on SIRE’s website, or upon request to         SIRE  or  FNC.  Buyers  and  sellers  should  confirm  that  they  are  referring  to  the  most  current         version of this Manual when using the QMS.    F.     All applicable state and federal securities laws, including registration requirements, apply to any         offer made or transaction consummated using the QMS.  In addition, the Securities Exchange Act         of  1934  obliges  persons  acquiring  beneficial  ownership  of  5%  or  more  of  SIRE’s  Membership         Units  to  file  specified  reports.   Buyers  and  Sellers—and  not  SIRE—are  responsible  for         compliance with applicable securities laws.        OMA-302023-6                                    7    





 






G.     “Two-sided quotes” in which a person indicates a bid to buy at one price and an offer to sell at         another price are prohibited.    H.     SIRE will act as Transfer Agent and can be contacted at:                           Southwest Iowa Renewable Energy, LLC                        Attention: Transfers                        10868 189th Street                        Council Bluffs, Iowa  51503    I.     Any person that is a broker-dealer or an associated person of a broker-dealer or who has a state         securities license is responsible for identifying that fact.    J.     By accessing the QMS, the buyer and seller of the Securities agree to fully indemnify, defend and         hold harmless SIRE and its directors, employees, agents and members from any and all claims         arising out of participation with its appearing on the QMS.    K.     The Securities appearing on the QMS are illiquid and inherently risky. Therefore, a prospective         investor  must  understand  that  he/she/it  must  be  able  to  withstand  the  total  loss  of  their         investment.  Prospective investors should carefully review SIRE’s reports filed with the Securities         and Exchange Commission (“SEC”), including the risk factors SIRE has identified as important         respecting its Securities and business which are described in SIRE’s last Report on Form 10-K,         as may be updated in a Report on Form 10-Q by SIRE.  Prospective investors can locate these         reports either on SIRE’s website or the SEC’s website (www.sec.gov).    L.     The Securities listed on the QMS are not endorsed by any regulatory authority. The fact that the         sale of the Securities may have been registered with a state regulatory agency and/or the SEC         does not constitute an endorsement by any regulatory body. Any representation to the contrary is         a criminal offense.    M.     The appearance of Securities on the QMS does not constitute an offer to sell nor solicitation of an         offer to buy Securities by SIRE.  All transactions in Securities through the QMS are solely made         between the sellers and buyers.    V.     Trading Periods.    Sellers may post offers to sell Securities (also referred to as the “ask price”) and purchasers may post  offers to purchase Securities (also referred to as the “bid price”) on the QMS during any business day of  the year. Offers to sell will be matched with offers to purchase on a rolling, daily basis after the offer to  sell has been posted for at least 15 days. Trades will be completed four times a year on the first day of  each quarter beginning on January 1, April 1, July 1 and October 1. Trades for Units will be coordinated  upon final notification of acceptance from SIRE’s Transfer Agent.    VI.    General Rules and Procedures.    A.     Questions  About  the  QMS. Questions  regarding  registration,  buying  and  selling  on  the  QMS         should be directed to FNC as follows, or please refer to FNC’s website (www.fncagstock.com) for         contact information:                   Telephone:    (855) 827-7391 or                               (701) 780-2828                 Fax:          (701) 757-0889    B.     Questions About SIRE and Investor Information. Questions regarding SIRE should be directed to:                   Telephone:    (712) 366-0392 or (877) 366-2480     OMA-302023-6                                    8    





 






               Fax:          (712) 366-0394    C.     Access  to  Offers  to  Sell  or  Purchase. Interested  buyers  and  sellers  may  contact  FNC  for         purposes of buying and selling Securities as follows:            Offers to sell or purchase shall be posted to the QMS only after the submission to FNC of a fully         competed Listing Agreement (described more fully in §VI below).                  FNC will provide, orally or in writing, to persons that inquire, all offers to sell or purchase posted         to the QMS as of the day of the inquiry. FNC will provide such information, either orally or in         writing, within a reasonable period of time following the request.    D.     Non-firm quotes. All offers to sell and purchase posted to the QMS will be considered non-firm.    E.     Communication  of  Offers  to  Purchase  and  Sell. Offers  to  purchase  and  sell  must  be         communicated to a registered representative of FNC by telephone or in person no later than 5:00         p.m. (C.S.T.) of any business day or by 3:30 p.m. when oral bidding will be required per Section         VI(K)  (matching  order  roles).  Communication  to  FNC  of  said  offers  by  email,  voice  mail,  or         otherwise is prohibited.    F.     Increments. Offers to sell and offers to purchase Membership Units must be made in whole Unit         increments and a purchase price per Membership Units in whole dollars and cents. No offer to         sell or purchase of partial or fractionalized Membership Units may be posted to the QMS.      G.     Waiting period. An offer to purchase may not be accepted by the seller prior to the 15th calendar         day after the offer to sell is posted to the QMS.    H.     Modification of offers. An offer to sell may be modified by the seller at any time, subject however         to  the  restriction  that  an  offer  to  purchase  cannot  be  accepted  by  a  seller  prior  to  the  15th         calendar day after the modified offer to sell is posted to the QMS. Any modification will not alter or         extend the 120-day maximum period the Securities can be posted for sale by the QMS. If FNC         communicates to a seller an offer to purchase and the offer to purchase is at a bid price equal to         or above the seller’s ask price, and if the seller declines to accept the offer to purchase for the bid         price, seller will either set a new ask price (non-firm) or request cancellation of the offer to sell. If         the seller sets a new ask price (non-firm), the seller’s ask price will not be eligible for acceptance         until the 15th day after which the modified offer is communicated to FNC and posted to the QMS.    J.     Cancellation  of  offers. Sellers  may  cancel  an  offer  to  sell  at  any  time  prior  to  his/her/its         acceptance of an offer to purchase. All offers to purchase (bids) may be cancelled by contacting         FNC by telephone or in writing at any time prior to an agreement for sale being reached by seller         and purchaser (communication of an offer and acceptance).    K.     QMS order rules. Matching of offers to sell and offers to purchase for Securities are governed by         the following rules:           1.     An offer to sell will not be eligible for matching and acceptance with an offer to purchase                 before the 15th calendar day of the offer to sell being posted to the QMS.                  2.      For multiple offers to purchase, the offer to purchase with the highest bid price will have                 the first opportunity for matching.                   3.      For multiple offers to purchase which are at or above an asking price eligible for matching                 and which are posted between the 1st and 15th calendar day after an offer to sell has                 been posted to the QMS, FNC will make reasonable efforts to contact all such bidders at                 the end of the day of the 15th calendar day, and inform them of the multiple bids, and                 offer each bidder the opportunity to bid until the tie is broken.    OMA-302023-6                                    9    





 






                4.      For multiple offers to sell, the offer to sell with the lowest asking price posted to the QMS                 will have the first opportunity for matching.                   5.      For multiple sellers at same asking price, the seller who posted the offer to sell Securities                 first in time has priority. For multiple purchasers at the same bid price, a purchaser who                 posted an offer to purchase first in time has priority.                   6.      After price and time, precedence is given to the seller or purchaser with the largest order.                  7.      If priority cannot be established by price, timing or order quantity a prevailing seller or                 purchaser is selected at the discretion of FNC.    L.     Closing  date;  Purchase  Price. Closing  of  the  sale,  at  which  time  the  net  proceeds  will  be         forwarded to the seller, will not take place prior to 45 days after the offer to sell is posted to the         QMS. The purchase price for each sale will be the bid price stated in the offer to purchase that is         matched with the offer to sell.    M.     Removal. Offers to sell and offers to purchase may be posted to and listed on the QMS for a         maximum of 120 days. Any offer to sell or purchase that has not been matched at the end of the         120 days will be removed from the QMS.    N.     Eligibility for future posting. A seller whose offer to sell has not been matched within 120 days and         consequently whose offer to sell has been removed from the QMS will not be eligible to post a         new or subsequent offer to sell unless and until 60 calendar days have expired from the date of         the previous offer to sell was removed from the QMS. Purchasers will be eligible to repost any         offer to purchase immediately after it is removed.    VII.   Trading, Payment and Transfer Procedures.    A.     Listing  Agreement. To  be  eligible  to  sell  Securities,  the  seller  and  FNC  must  sign  a  Listing         Agreement  authorizing  FNC  to  seek  a  purchaser  for  Securities,  as  applicable.  The  Listing         Agreement will specify and include the following:                  Name, address, telephone number, social security number, date of birth, occupation, and                 employer name and address of the interested seller;               Number of Membership Units offered for sale;               Price at which Securities are offered for sale;               Expiration date;               Listing date;               Responsibilities and obligations of seller and FNC;               Obligation of FNC to secure 100% of purchase price; and               Sales commission rate and minimum commission.    B.     Placing offers to purchase. Prospective purchasers who desire to place an offer to purchase may         contact FNC in person or by telephone. An offer to purchase may be made at the lowest listed         asking price or any other price. Two-sided quotes in which a person indicates a bid to buy at one         price and sell at another are prohibited.    C.     Communication  offer  to  purchase  to  seller. Once  an  offer to  purchase  is  made  that  equals  or         exceeds the asking price of one or more listed offers for sale, the eligible offer to purchase is         communicated  to  the  seller  having  the  lowest  asking  price  for  readily  available  Securities  in         accordance with the matching order rules as described above. FNC will use reasonable efforts to         contact  eligible  sellers;  however,  if  FNC  is  unable  to  make  contact  with  a  seller  within  a         reasonable time according to its best judgment, FNC will communicate the offer to next eligible    OMA-302023-6 10                                      





 






       seller. After communication of offer to purchase to seller, if the offer to purchase is at or above the         posted asking price, the seller has the option to accept or reject the offer to purchase.    D.     Contract for Sale.           1.      Upon verbal agreement for sale between a purchaser and seller, FNC will generate and                 send to purchaser a Contract for Sale and a counterpart signature page to the Operating                 Agreement (if the transfer is of Membership Units).                  2.      Purchaser will be obligated to fully execute and return to FNC the Contract for Sale, an                 earnest money deposit of 100% of the accepted purchase price (check made payable to                 “Alerus  Financial, Escrow  Agent”) and,  if  the  transfer is  of  Membership Units,  then  an                 executed Operating Agreement signature page if a new member of SIRE, in any event                 within 10 days of receipt of the Contract for Sale.                  3.      Upon receipt of the purchaser’s executed Contract for Sale and earnest money, FNC will                 immediately  deposit  the  earnest  money  into  a  non-interest  bearing  escrow  account  at                 Alerus  Financial  (“Escrow  Agent”)  and  forward  the  Contract  for  Sale  to  the  seller  for                 signature.                  4.      Within 10 days of the date of receipt of the Contract for Sale, Seller must (i) execute and                 return to FNC the Contract for Sale; and send to SIRE the Membership Unit Certificate(s)                 (or a satisfactory Lost Certificate Affidavit, available on SIRE’s website).                  5.      In the event the Seller granted to a lender a security interest in the Securities, the Seller                 is required to provide proof of the lender’s consent and any transfer instructions with the                 Contract for Sale. At the time of closing, the Securities must be free and clear of any lien,                 encumbrance, pledge or security interest.    E.     Notification.            Upon receipt of the fully executed documents from the seller and funds from the purchaser, FNC         will forward to the Transfer Agent the Contract for Sale and Operating Agreement membership         signature  page.  The  Transfer  Agent  will  then  confirm  with  FNC  the  Board’s  approval  of  the         completed transaction.      F.     Completion of Sale.            Upon receipt, FNC will forward to the Transfer Agent copies of all Contracts for Sale and other         documents relating to each match of Units together with proof of purchaser’s 100% remittance.         Upon FNC’s receipt of notice from the Transfer Agent that a Membership Unit Certificate is being         issued to the purchaser, FNC will direct the Escrow Agent to transfer the sale proceeds (purchase         price minus commission) to the seller on  the effective date  (see  §VII(H) below).  On or shortly         following the effective date, the Transfer Agent will send the new Membership Unit Certificate to         the purchaser. If any liens or restrictions on the Units prevent the Transfer Agent from processing         the sale, FNC will direct the Escrow Agent to refund the entire amount deposited to the purchaser         within 10 business days of receipt of notification of such determination.     G.     FNC’s commission.  Prior to the Escrow Agent’s transfer of the sale proceeds to the seller, the         Escrow  Agent  will  deduct  an  amount  representing  the  sales  commission  and  transfer  the         commission to FNC. The commission will be 3% of the purchase price, but in no event less than         $250.00.    H.     Trade effective date. Subject to SIRE’s Transfer Policy, all sales and transfers will be effective on         the first day of the quarter following a match if 45 days has expired since the offer to sell was         posted,  and  upon  fulfillment  of  all  conditions  required  under  the Operating Agreement  (for the    OMA-302023-6 11                                      





 






       transfer of Membership Units). If the offer to sell is posted during the last 45 days of the quarter,         the sale will be  effective  on the first day of the next following  quarter, subject  to the Transfer         Policy.  For example, if an offer to sell  is submitted  between January 1 and February 13,  the         Transfer will be effective on April 1 if buyer and seller meet the above delivery deadlines. On the         other hand, if the offer to sell is posted after February 13, the trade will not be effective until July 1         even if all delivery deadlines are met.  When transferring Membership Units, the Transfer Policy         specifies when Transfers are deemed effective for (i) ownership purposes and (ii) for purposes of         allocating SIRE’s profits and losses.    I.     Reporting Requirements. Sales and purchases by SIRE officers, directors, and certain beneficial         owners must be reported to the SEC within two days, and the acquisition of five percent or more         of the Securities (including ownership of Securities by a group) must be reported to SIRE and the         SEC  within  10  days.   These  reporting  requirements  are  obligations  of  the  parties  to  the         transactions, and not SIRE or FNC.    OMA-302023-6 12                                      





 






                               Appendix 2 to Unit Transfer Policy                       PRIVATE UNIT TRANSFER REQUEST AND AGREEMENT   THIS PRIVATE  UNIT  TRANSFER  REQUEST  AND  AGREEMENT (“Agreement”)  is made and  entered  into as of the date provided on the signature page by and among Southwest Iowa Renewable Energy,  LLC,  an  Iowa  limited  liability  company  (the  “Company”),  the  party(ies)  identified  below  as  the  “Transferor(s)”  (“Transferor”),  and  the  party(ies)  identified  below  as  the  “Transferee(s)”  (“Transferee,”  together with Transferor, the “Transfer Parties”), with respect to the membership unit(s) of the Company  Transferor  wishes  to  Transfer  to  Transferee  (the  “Assigned  Membership  Units”).   Unless  otherwise  provided herein, all capitalized terms shall have the meanings ascribed to them in the Fourth Amended  and Restated Operating Agreement of the Company dated March 21, 2014 (the “Operating Agreement”).     For purposes of this Agreement, Membership Units are referred to as “Securities.”       1.     Identification of the Transfer Parties and the Assigned Membership Units:          Transferor(s) (units from):                  Name (as on the                         certificate):                                             Social Security Number:  _____-___-_____                   -or-                  Tax Identification _____-___-_____                        Number:                Home Telephone     (____)  -_____  -_______                        Number:                 Work Telephone    (____)  -_____  -_______                        Number:                          Cell Phone   (____)  -_____  -_______                        Number:                      Street Address:                                                                City:                                                               State:                                                           Zip Code:                                                      Email Address:                                                      Name (if held in                additional names):                                             Social Security Number:  _____-___-_____                   -or-                  Tax Identification _____-___-_____                        Number:    OMA-302023-6 13                                      





 






              Home Telephone     (____)  -_____  -_______                        Number:                 Work Telephone    (____)  -_____  -_______                        Number:                          Cell Phone   (____)  -_____  -_______                        Number:                      Street Address:                                                                City:                                                               State:                                                           Zip Code:                                                      Email Address:          Transferee(s) (receiving units):           Name: (as it should                  appear on the                               (One transfer per document)                  Certificate):               Social Security _____-___-_____                    Number:                 -or-              Tax Identification _____-___-_____                    Number:            Home Telephone     (____)  -_____  -_______                    Number:             Work Telephone    (____)  -_____  -_______                    Number:                      Cell Phone   (____)  -_____  -_______                    Number:                  Street Address:                                                         City:                                                        State:                                                    Zip Code:                                                Email Address:                                                                                    Name:                                                  Social Security _____-___-_____                    Number:    OMA-302023-6 14                                      





 






               -or-              Tax Identification _____-___-_____                    Number:            Home Telephone     (____)-_____-_______                    Number:             Work Telephone    (____)-_____-_______                    Number:                      Cell Phone   (____)-_____-_______                    Number:              Street Address:                                                         City:                                                        State:                                                    Zip Code:                                                                   Email Address:                     Assigned Membership Unit(s):                                                                              Number of                                   Original Date(s) of the Unit Membership Units to    Number of Membership             Membership Unit           Certificate(s) to be     be Transferred (whole  Units to be Retained by           Certificate Number(s):         Transferred:               Units only):       Transferor(s) (if any):                                                                                          ________               _______________               ________                ________                                                                                    Prior Transfers by Transferor:                                                                                    Has the Transferor ever Transferred Company Membership Units in the past?                                     Yes                     No                          If “Yes,” please indicate when the Transferor last Transferred any Units, the number of Units Transferred,          and to who.          _____________________________________________________________________________________           2.     Type of Transfer:    Transferor requests the Board of Directors of Company to approve the following type of Transfer (check  one):       A Transfer in which the basis of the Assigned Membership Units in the hands of the Transferee is determined,      in  whole or  in  part,  by  reference  to  its  basis  in  the  hands  of  the  Transferor or  is  determined  under Code      Section 732, such as a gift.     A Transfer at death, including transfers from an estate or testamentary trust.     A Transfer between members of a family, with family defined to include brothers and sisters, whether by the    OMA-302023-6 15                                      





 






    whole or half blood, spouse, ancestors (parents and grandparents only), and lineal descendants.        Relationship of Transferee to Transferor: ______________________________________________________      * Note that  uncles, aunts and relatives through marriage  are not included in  this definition of “family,” and      accordingly, a Transfer to joint tenants, where one of the joint tenants is not otherwise so related, does not fit      within this type of Transfer.  Proposed Private Unit Transfers to joint tenants may only be made to the one      spouse having the family relationship to the Transferor provided above.     A Transfer involving distributions from a retirement plan qualified under Code Section 401(a) or an individual      retirement account.     One or more Transfers by a Member and any related persons (within the meaning of Code Sections 267(b) or      707(b)(1))  during  any  30  calendar  day  period of  Units  aggregating  more  than  2%  of  the  total  outstanding      Securities.     A Transfer by one or more Members of Units representing in aggregate 50% or more of the total Securities in      one transaction or a series of related transactions.     None of the above apply.           Type of Ownership for new owners (Check appropriate box)                  Individual               Partnerships            Employee Benefit Plan       Other Tax Exempt                                                                                         Entities            Joint Tenants            Limited Liability       Individual Retirement       C – Corporation                                     Company                 Account                                                                                         S – Corporation            Tenants in Common        Trust                   Keough Plan                 Other Taxable Entity                                                                                                            Individuals, Joint Tenants and Tenants in Common are occasionally referred to collectively as “individual investors.”      All Joint Tenants or Tenants in Common must complete and sign separate Investor Suitability Questionnaire and Transfer of      Unit agreements.                   Partnerships,  Limited  Liability  Companies,  Corporations,  Trusts  and  Other  Taxable  Entities  are  occasionally      referred  to  collectively  in  these  Subscription  Documents  as  "Business  Entities."   Business  Entities  may  be  required  to      complete and sign a Business Entity Questionnaire.                          Employee  Benefit  Plans,  Individual  Retirement  Accounts,  Keogh  Plans  and  Other  Tax  Exempt  Entities  are      occasionally referred to collectively in these Subscription Documents as "Tax Exempt Entities."           3.     Security Interests:    Transferor certifies to the Company that (choose one):        Transferor has not granted to a lender a security interest in the Assigned Membership Units.      Transferor has granted to a lender a security interest in the Assigned Membership Units and the       lender’s  consent  and  transfer  instructions  accompany  this  Private  Unit  Transfer  Request  and       Agreement.    Transferee certifies to the Company that (choose one):        Transferee has not granted to a lender a security interest in the Assigned Membership Units.      Transferee has granted to a lender a security interest in the Assigned Membership Units.    4.     Documents Enclosed:    Transferor and Transferee have enclosed all of the following documents, as applicable:      OMA-302023-6 16                                      





 






    Certificate(s) representing the Assigned Membership Units.       *Note: Transferor must execute the reverse side of the Membership Unit Certificate.       *Note:  If  the  Membership  Unit  Certificate  is  lost  or  destroyed,  the  Transferor  must  include  an       affidavit declaring same.  Please contact the Company for a form of affidavit.      Executed counterpart signature page to the Operating Agreement for each Transferee which is not       already a Member of the Company (attached as the “Membership Signature Page”).      Lender’s  consent  and  transfer  instructions  (if  Transferor  has  granted  a  security  interest  in  the       Assigned Membership Units to a lender).      Copies of all documents which the Company requests or which will assist the Board of Directors in       determining that the Transfer qualifies as the type of Transfer indicated in Section 2 above.      A certified copy of a death certificate, letters of appointment or designation of attorney form (if the       Transfer is requested due to a Member’s death).      Title page, signature page and trustee indemnification page of trust instrument (if the Transfer is to       a trust).      Resolution of board or governing body approving the Transfer, and copies of bylaws, operating or       partnership  agreement,  as  applicable  (if  Transfer  is  from  or  to  a  corporation,  limited  liability       company or partnership).    5.     Assignment of Assigned Membership Units:           (a)    For good and valuable consideration paid by Transferee to Transferor, the receipt and                 sufficiency of which are hereby acknowledged by the Transfer Parties, Transferor hereby                 sells,  transfers  and  assigns  to  Transferee,  effective  upon  the  effectiveness  of  this                 Agreement, all of Transferor’s right, title and interest in and to the Assigned Membership                 Units.  The  Assigned  Membership Units so transferred shall include, without limitation,                 the following: (i) that portion of Transferor’s capital account reflected on the books of the                 Company that is attributable to the Assigned Membership Units, (ii) Transferor’s right, title                 and  interest  in  and  to  the  assets  of  the  Company  and  the  Profits,  Losses  and                 Distributions, if any, of the Company attributable to the Assigned Membership Units; and                 (iii)  the  right  to  vote  as  a  Member  of  the  Company  as  provided  in  the  Operating                 Agreement with attributable to the Assigned Membership Units.                    (b)    Upon the effectiveness of this Agreement, Transferee shall be entitled to exercise all of                 the rights, powers and privileges, and shall be obligated to perform all of the duties and                 obligations,  of  Transferor  which  may  presently  or  hereafter  exist  with  respect  to  the                 Assigned Membership Units.  This Agreement shall be binding on and inure to the benefit                 of  the  successors,  legal  representatives,  and  assigns  of  Transferee  and  Transferor                 forever.                  (c)     TRANSFEROR  AND  TRANSFEREE  ACKNOWLEDGE  THAT  THE  PROPOSED                 TRANSFER IS INCOMPLETE  AND INVALID UNLESS AND UNTIL THE COMPANY’S                 BOARD  OF  DIRECTORS  APPROVES  THIS  PRIVATE  UNIT  TRANSFER  REQUEST                 AND AGREEMENT.    6.     Representations, Warranties and Covenants of Transferee:    Transferee hereby acknowledges, represents and warrants to, and agrees with, the Transferor and the  Company as follows:           (a)    Transferee has reached the age of majority in the state in which Transferee resides.                          (b)      Transferee is not relying on any information provided by the Company to the Transferee                 with respect to Transferee’s acquisition of the Assigned Membership Units.             OMA-302023-6 17                                      





 






       (c)     Transferee intends to acquire the Assigned Membership Units for his/her/its own account                 without  a  view  to  subsequent  distribution  or  resale  and  that  he/she/it  has  no  contract,                 undertaking, agreement or arrangement to sell or otherwise Transfer or dispose of any of                 the Assigned Membership Units or any portion thereof to any other person.                  (d)    Transferee understands that the Assigned Membership Units are subject to substantial                 restrictions on Transfer under applicable tax and securities laws along with restrictions in                 the Operating Agreement and agrees that if the Assigned Membership Units or any part                 thereof are sold or distributed in the future, the Transferee shall sell or distribute them                 pursuant  to  the  terms  of  the  Operating  Agreement,  and  the  requirements  of  and                 Securities Act and applicable tax laws.                  (e)    Transferee agrees to indemnify and hold the Company harmless for any damage, loss,                 cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out                 of or resulting from the improper Transfer of Units from the Transferor to the Transferee.                  (f)    Transferee  understands  that  the  Company  will  place  a  restrictive  legend  on  any                 certificate  representing  any  Unit  containing  substantially  the  following  language  as  the                 same may be amended by the Company’s Board of Directors in its sole discretion:                          THE  TRANSFERABILITY  OF  THE  MEMBERSHIP  UNITS  REPRESENTED  BY  THIS                 CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR                 TRANSFERRED,  NOR  WILL  ANY  ASSIGNEE,  VENDEE,  TRANSFEREE,  OR                 ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS                 FOR  ANY  PURPOSES,  UNLESS  AND  TO  THE  EXTENT  SUCH  SALE,  TRANSFER,                 HYPOTHECATION,  OR  ASSIGNMENT  IS  PERMITTED  BY,  AND  IS  COMPLETED  IN                 STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE                 TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT.                          THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  NOT  BE  SOLD,                 OFFERED  FOR  SALE,  OR  TRANSFERRED  IN  THE  ABSENCE  OF  EITHER  AN                 EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,                 AND  UNDER  APPLICABLE  STATE  SECURITIES  LAWS,  OR  AN  OPINION  OF                 COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  SUCH  TRANSACTION  IS                 EXEMPT  FROM  REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933,  AS                 AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.                  (g)    Transferee understands that, to enforce the above legend, the Company may place a                 stop  transfer  order  with  its  registrar  and  stock  transfer  agent  (if  any)  covering  all                 certificates representing any of the Units.                  (h)    Under penalties of perjury, Transferee certifies that: (i) the number shown on this Private                 Unit Transfer Request and Agreement is the Transferee’s correct taxpayer identification                 number (or the Transferee is waiting for a number to be issued), and (ii) the Transferee is                 not  subject  to  backup  withholding  because:  (A)  he/she/it  is  exempt  from  backup                 withholding, or (B) he/she/it has not been notified by the Internal Revenue Service that                 he/she/it is subject to backup withholding as a result of a failure to report all interest or                 dividends, or (C) the Internal Revenue Service has notified him/her/it that he/she/it is no                 longer subject to backup withholding.                  (i)     Transferee has received a copy of the Operating Agreement and acknowledges that the                 Assigned Membership Units are subject to various restrictions on transfer set forth in the                 Operating  Agreement  and  agrees that  all such restrictions shall  apply to  the  Assigned                 Membership Units.       OMA-302023-6 18                                      





 






       (j)    Within five days after receipt of a request from the Company, Transferee hereby agrees                 to  provide  such  information  and  to  execute  and  deliver  such  documents  as  may                 reasonably  be  necessary  to  comply  with  any  and  all  provisions  of  the  Operating                 Agreement and laws, regulations and ordinances to which the Company is subject.           (k)     The  foregoing  representations,  warranties  and  agreements,  together  with  all  other                 representations and warranties made or given by Transferee to the Transferor and the                 Company in  any other written statement  or  document delivered  in  connection  with  the                 transactions contemplated hereby, shall be true and correct in all respects on and as of                 the date of the closing of the assignment of the Assigned Membership Units as if made                 on and as of such date and shall survive such date.                  (l)     Transferee  hereby  accepts  the  foregoing  assignment,  and  by  signing  this  document                 expressly agrees to be bound by all of the terms, covenants, conditions and obligations                 imposed on or applicable to the Assigned Membership Units, agrees to be bound by the                 terms and conditions set forth in the Operating Agreement, and assumes and agrees to                 pay and perform any and all duties, obligations and liabilities which may hereafter arise                 with respect to the Assigned Membership Units.                    (m)    TRANSFEREE ACKNOWLEDGES AND UNDERSTANDS THAT THE ASSIGNMENT OF                 THE  ASSIGNED  MEMBERSHIP  UNITS  CONTEMPLATED  IN  THIS  PRIVATE  UNIT                 TRANSFER  REQUEST  AND  AGREEMENT  WILL  BE  OF  NO  FORCE  OR  EFFECT                 UNTIL  SUCH  TIME  AS  THE  COMPANY  HAS  DETERMINED,  IN  ITS  SOLE  AND                 ABSOLUTE DISCRETION, THAT: (i) SUCH TRANSFER WOULD NOT (A) RESULT IN                 THE TERMINATION OF THE COMPANY UNDER SECTION 708 OF THE INTERNAL                 REVENUE  CODE,  (B)  CAUSE  THE  COMPANY  TO  BE  TREATED  AS  AN                 ASSOCIATION  TAXABLE  AS  A  CORPORATION  FOR  TAX  PURPOSES,  OR  (C)                 CAUSE THE COMPANY TO BE A “PUBLICLY TRADED PARTNERSHIP” UNDER THE                 INTERNAL REVENUE CODE; (ii) THE TRANSFEREE HAS PAID THE COMPANY ANY                 AND ALL COSTS AND EXPENSES INCURRED BY THE COMPANY IN CONNECTION                 WITH  SUCH  PRIVATE  UNIT  TRANSFER;  AND  (iii)  THE  TRANSFEREE  HAS                 COMPLIED  WITH  ALL  OTHER  REQUIREMENTS  NECESSARY  TO  CREATE  AN                 EFFECTIVE TRANSFER OF THE ASSIGNED MEMBERSHIP UNITS.           7.     Representations, Warranties and Covenants of Transferor:    Transferor hereby acknowledges, represents and warrants to, and agrees with, the Transferee and the  Company as follows:                  (a)    Transferor  represents  that  the  proposed  Private  Unit  Transfer  of  the  Assigned                 Membership  Units  is  exempt  from  the  applicable  registration  requirements  of  any                 Securities Act.                  (b)    Transferor hereby covenants that it will, at any time, and from time to time, upon written                 request therefor, execute and deliver to Transferee any new or confirmatory instruments,                 and do and perform any and all other acts, which Transferee may reasonably request in                 order to fully assign, transfer and vest the Assigned Membership Units in Transferee.           (c)     Transferor agrees to indemnify and hold the Company harmless for any damage, loss,                 cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out                 of or resulting from the improper Transfer of Units from the Transferor to the Transferee.           (d)    Transferor understands that, to enforce the legend contained in Section 6(f) above, the                 Company may place a stop transfer order with its registrar and stock transfer agent (if                 any) covering all certificates representing any of the Units.             OMA-302023-6 19                                      





 






       (e)    Under penalties of perjury, Transferor certifies that: (i) the number shown on this Private                 Unit Transfer Request and Agreement is the Transferor’s correct taxpayer identification                 number (or the Transferor is waiting for a number to be issued), and (ii) the Transferor is                 not  subject  to  backup  withholding  because:  (A)  he/she/it  is  exempt  from  backup                 withholding, or (B) he/she/it has not been notified by the Internal Revenue Service that                 he/she/it is subject to backup withholding as a result of a failure to report all interest or                 dividends, or (C) the Internal Revenue Service has notified him/her/it that he/she/it is no                 longer subject to backup withholding.    8.     Miscellaneous:                  (a)     Upon the satisfaction of all of the conditions set forth in this Private Unit Transfer Request                 and Agreement and the Operating Agreement, and upon the Company’s acceptance of the                 Transfer, the Company will issue a new certificate to Transferee representing the Assigned                 Membership  Units,  and  will  make  a  proper  notation  of  such  Transfer  in  the  Company’s                 records.                  (b)    This  Agreement  may  be  executed  in  multiple  counterparts,  each  of  which  shall  be                 deemed  an  original  instrument,  but  all  of which  together constitute  one  and  the  same                 instrument.                  (c)     This  Agreement  shall  be  governed  by  the  laws  of  the  state  of  Iowa,  without  regard  to  its                 conflicts of laws provisions.                                      [Remainder of page intentionally left blank]   OMA-302023-6 20                                      





 






                                                                           INDIVIDUAL TRANSFEROR SIGNATURE PAGE                                                           Dated this ____ day of ______________, 20___.                                                                                                                                            TRANSFEROR:                                                                                     Signature:                                                                                                                               Printed Name:                                                                                                                                 INDIVIDUAL TRANSFEROR ACKNOWLEDGMENT:     STATE OF _________  )                        )      ss.  COUNTY OF _________          )          The  foregoing  instrument  was  acknowledged  before  me  this  ____  day  of  ________,  by  _________________________.                                               ________________________________________                                              Notary Public   My Commission Expires:                                                   OMA-302023-6 21                                      





 






                           ENTITY TRANSFEROR SIGNATURE PAGE                                                           Dated this ____ day of ______________, 20___.                                                                                                                                            TRANSFEROR:                                                                                     _______________________________________________                                       (Transferor name)                                                                                     By:                                                                                                                                      Name:                                                                                                                                         ENTITY ACKNOWLEDGMENT      State of ____________________)  County of __________________) ss.             On this _____ day of ______________, 20___ before me ___________ the undersigned officer,  personally appeared ________________ known personally to me to be the ________________ of the  above  named  __________________________  and  acknowledged  that  he/she,  as  an  officer  being  authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the  name  of  the  _____________________  by  himself/herself  as  the  _________________  of  such  ________________________-.     IN WITNESS WHEREOF I have hereunto set my hand and official seal.                                              __________________________________________                                              Notary Public/Commissioner of Oath                                              My Commission Expires_________________    OMA-302023-4                                 22





 






                         INDIVIDUAL TRANSFEREE SIGNATURE PAGE                                         TRANSFEREE:                                                                                                                                   Signature:                                                                                                                               Printed Name:                                                                                                                                                                 INDIVIDUAL TRANSFEREE ACKNOWLEDGMENT:      STATE OF _________  )                        )      ss.  COUNTY OF _________          )          The  foregoing  instrument  was  acknowledged  before  me  this  ____  day  of  _____________,  by  _________________________.                                               ________________________________________                                              Notary Public   My Commission Expires:                                       OMA-302023-4                                 23





 






                                 ENTITY TRANSFEREE SIGNATURE PAGE                                                           Dated this ____ day of ______________, 20___.                                                                                                                                            TRANSFEREE:                                                                                     _______________________________________________                                       (Transferee name)                                                                                     By:                                                                                                                                      Name:                                                                                                                                         ENTITY ACKNOWLEDGMENT      State of ____________________)  County of __________________) ss.             On this _____ day of ______________, 20___ before me ___________ the undersigned officer,  personally appeared ________________ known personally to me to be the ________________ of the  above  named  __________________________  and  acknowledged  that  he/she,  as  an  officer  being  authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the  name  of  the  _____________________  by  himself/herself  as  the  _________________  of  such  ________________________-.     IN WITNESS WHEREOF I have hereunto set my hand and official seal.                                              __________________________________________                                              Notary Public/Commissioner of Oath                                              My Commission Expires_________________    OMA-302023-4                                   24





 






     Consent to the Private Unit Transfer and Assignment of Membership Units:                                         THE COMPANY:                                         Southwest Iowa Renewable Energy, LLC,                                       an Iowa limited liability company                                                                                                                                   Signature:                                                                                                                               Printed Name:                                                                                                                     Title:                                                                                       Date: ___________________________________________      OMA-302023-4                                   25





 






                             MEMBER SIGNATURE PAGE                                ADDENDUM TO THE           FIFTH AMENDED AND RESTATED OPERATING AGREEMENT               OF SOUTHWEST IOWA RENEWABLE ENERGY, LLC   The undersigned does hereby warrant, represent, covenant and agree that:  (i) the undersigned, as  a condition to becoming a Member in Southwest Iowa Renewable Energy, LLC, has received a  copy of the Fourth Amended and Restated Operating Agreement dated March 21, 2014 and, if  applicable, all amendments and modifications thereto; (ii) the undersigned shall be subject to and  comply  with  all  terms  and  conditions  of  such  Fourth  Amended  and  Restated  Operating  Agreement in all respects, as if the undersigned had executed said Fourth Amended and Restated  Operating Agreement on the original date thereof; and (iii) the undersigned is and shall be bound  by all of the provisions of said Fourth Amended and Restated Operating Agreement from and  after the date of execution of this Addendum.   Individuals:                                    Entities:                                                                                                                                                                                                                                  Name of Individual Member (Please Print)        Name of Entity (Please Print)                                                                                                                                                                                                                                  Signature of Individual                         Print Name and Title of Officer                                                                                                                                                                                                                                  Name of Joint Individual Member (Please Print)  Signature of Officer    Agreed to and Accepted on Behalf of the Company and   its Members:    SOUTHWEST IOWA RENEWABLE ENERGY, LLC    By:                          Its:                                                 OMA-378159-5