Variable Investment Advisors, Inc.
AgStockTrade.com
4305 South Louise Avenue, Suite 101A
Sioux Falls, SD 57106-3115
Contract for Sale of Units of East Kansas Agri Energy, LLC (Class C) (Company)
| Date of Agreement | SAMPLE | Transaction ID | WEB000X000X000 |
| Seller or Buyer or Joint Tenant | SAMPLE | Seller or Buyer or Joint Tenant | Undisclosed |
| Seller's or Buyer's Address | SAMPLE | ||
| Seller's or Buyer's Phone Number | SAMPLE | Seller's or Buyer's Social Security Number | Undisclosed |
| Number of Units Sold | SAMPLE | Purchase Price Per Unit | SAMPLE |
| Class of Units Sold | Class C | Total Purchase Price | SAMPLE |
| Following element only on Buyer Contract | |||
| Form of Buyer's Ownership of Units | |||
| Following element only on Seller Contract | |||
| Certificate No. Representing Units Sold | SAMPLE | Date of Certificate | |
SELLER AND BUYER AGREE AS FOLLOWS:
1. Sale. Seller hereby sells to Buyer and Buyer hereby purchases from Seller, the number and class of membership units in East Kansas Agri-Energy, L.L.C. ("EKAE" or the "Company") indicated above (the "Units"), subject to the terms and conditions set forth below. Seller certifies that Seller is the sole owner of and has the right to sell the Units, subject to the provisions of and the restrictions and conditions to transfer contained in the Company's Articles of Organization, Operating Agreement and Unit Transfer System. By signing this Contract for Sale of Units (the "Agreement"), Seller certifies that the Units are marketable and free and clear of any lien, encumbrance, pledge or security interest.
2. Purchase Price. Upon the execution of this Agreement by Buyer, Buyer shall pay the total purchase price indicated above to First State Bank (the "Escrow Agent"), having its principal office located at PO Box 129, Wilmot, South Dakota 57279-0129, by check, bank money order or wire transfer of funds. The Escrow Agent shall deposit the funds in a non-interest bearing account until the sale transaction is approved by the Company's Board of Directors. If the sale transaction is not approved by the Company's Board of Directors, the Escrow Agent shall return to the Buyer the funds. If the sale transaction is approved by the Company's Board of Directors, the Escrow Agent shall release to the Seller the funds less the Escrow Agent's fee and expenses.
3. Payment and Other Obligations. Upon the execution of this Agreement by Buyer, Buyer shall deliver to the Escrow Agent within fifteen (15) days from Date of this Agreement, the Buyer's check, bank money order, or complete the wire transfer for the total purchase price. Also, within fifteen (15) days from Date of this Agreement, the Seller and Buyer shall execute and return their respective copies of this Agreement to EKAE, acting as the transfer agent for the transaction contemplated by this Agreement (the "Transfer Agent"), at 1304 S. Main, Garnett, Kansas 66032-2450. Seller and Buyer agree that if either party fails to abide by the terms of this Agreement, then either party shall have any and all available remedies provided under law.
4. Condition Precedent. Buyer and Seller understand that the sale contemplated by this Agreement is subject to the approval of the Company's Board of Directors, and the parties agree to execute such documents as are necessary to satisfy any of the conditions to transfer contained in Company's Operating Agreement. Seller and Buyer acknowledge that if the Company's Board of Directors does not approve this sale transaction, this Agreement shall be null and void.
5. Representations and Warranties of Buyer. By signing below, Buyer represents and warrants to EKAE that he, she or it:
| a. | agrees to be bound and governed by the provisions, rules and regulations of the Articles of Organization and Second Amended and Restated Operating Agreement (the "Operating Agreement") of EKAE and, if applicable, policies of EKAE, all as amended from time to time; | ||
| b. | intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of the Units or any portion thereof to any other person; | ||
| c. | understands that there is no present market for EKAE's Units, that the Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the Units; | ||
| d. | has received a copy of the EKAE's Operating Agreement and amendments thereto, and understands that the Buyer and the Units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of Units; | ||
| e. | understands that the Units are subject to substantial restrictions on transfer under applicable tax and securities laws, along with restrictions in the EKAE Operating Agreement and amendments thereto, and agrees that if the Units or any part thereof are sold or distributed in the future, the Buyer shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable tax and securities laws; | ||
| f. | agrees to indemnify and hold EKAE 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 Seller to the Buyer; | ||
| g. | understands that EKAE will place a restrictive legend on any certificate representing any Unit in EKAE containing substantially the following language, as the same may be amended by the Board of Directors of EKAE in its sole discretion: | ||
| THE TRANSFERABILITY OF THE 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 SECOND AMENDED AND RESTATED OPERATING AGREEMENT, AS AMENDED, AND AGREED TO BY EACH MEMBER. | |||
| 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. | |||
| ; and | |||
| h. | understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the Units. | ||
6. Closing Date. Upon approval by the Company's Board of Directors and the release of the funds by the Escrow Agent, all right, title, and interest of the Seller in the Units and all incidents of ownership thereof, shall be transferred to the Buyer and transferred on the books of said Company, effective upon the first day of the next calendar quarter, or such later date as required by the terms and conditions of the Company's Trading Services Operations Manual. This transaction shall be subject to the Company's policies relating to distributions and allocations in effect upon the date of this Agreement.
7. Binding Agreement. The Agreement shall be binding upon the parties, their heirs, successors, and assigns, and is governed by the laws of the State of South Dakota.
8. Unsolicited Order. Both Seller and Buyer acknowledge that they entered into this Agreement voluntarily. Neither VIA, AgStockTrade.com nor EKAE has solicited or recommended the suitability of this transaction to either party.
9. Attorney's Fees. In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all sums that either party may be called upon to pay, a reasonable sum for the successful party's attorney's fees.
10. Escrow Agent Fees. Seller agrees to pay the Escrow Agent a fee equal to Two Percent (2%) of the total purchase price identified above, with a minimum fee of One Hundred Seventy Five Dollars ($175.00). The Escrow Agent's fee will be withheld from the sale proceeds payable to Seller.
11. Release. Seller and Buyer agree to release, indemnify and hold harmless VIA, the Transfer Agent, and the Escrow Agent for any acts that any one or more of these parties may take in furtherance of this Agreement. All parties acknowledge that in the event of a conflict arising between Seller and Buyer, the Escrow Agent has the full right and authority to deposit any monies held by it with a state circuit court pursuant to South Dakota statute. Any legal action involving either VIA and/or the Escrow Agent shall be brought exclusively in the Circuit Court, Minnehaha County, South Dakota.
12.Authorization. Seller and Buyer hereby authorize Company to furnish to VIA information as is necessary to facilitate the transfer of the Units.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all such counterparts shall constitute one and the same instrument. As used herein, the term "counterparts" shall include full copies of this Agreement signed and delivered by facsimile transmission, as well as photocopies of such facsimile transmissions.
14. Delivery Requirements. None.
IN WITNESS WHEREOF, the Buyer and Seller have hereunto set their hands the day and year first above written.
Are you or an immediate family member affiliated with or employed by any securities firm, bank or insurance company?
____ Yes (please specify)
____ I am
____ Immediate Family Member:____________________________
____ No
If Yes, what firm and position? _____________________________________________________________________________________
Buyer and Buyer's (Seller or Seller's) Joint Tenant (if applicable) must sign and date this Agreement below.
| BUYER(S) for TRANSACTION ID: WEB000X000X000 | |||
| FOR INDIVIDUALS AND JOINT TENANTS | FOR BUSINESS ENTITIES | ||
| Signature | Date | Name of Business Entity |
|
| Signature (if necessary) | Date | Signature and Title of Authorized Representative |
|
| DOCUMENTATION REQUIREMENTS OF BUYER | |
1. Please indicate your method of payment: [ ]
Check [ ] Money Order [ ] Wire Transfer (ABA # 091407667) |
Contract Version Date: 07/01/2008
OR
| SELLER(S) for TRANSACTION ID: WEB000X000X000 | |||
| FOR INDIVIDUALS AND JOINT TENANTS | FOR BUSINESS ENTITIES | ||
| Signature | Date | Name of Business Entity |
|
| Signature (if necessary) | Date | Signature and Title of Authorized Representative |
|
| DOCUMENTATION REQUIREMENTS OF SELLER | |
| Within fifteen (15) days of the date of this Agreement, send the following to the Transfer Agent, EKAE, at 1304 S. Main, Garnett, KS 66032-2450: (1) a signed copy of this Contract for Sale of Units (including page 1 through signature page); (2) Unit certificate(s) representing the Units (the back of which must be signed by Seller), or an affidavit of lost certificate(s) in a form satisfactory to the Transfer Agent; (3) if applicable, the written consent of any lenders or lien holders who have a security interest in the Units or to whom the Units have been otherwise pledged as collateral; and (4) a copy of picture ID if not already on file. |
Contract Version Date: 07/01/2008
THE TRANSMITTAL PAGE PROVIDED TO BUYER ONLY
Within 15 days from Date of Agreement, detach here and send this Transmittal with your check or bank money order.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - -
Check or Bank Money Order Transmittal
| Date: | __________________ |
| To: | Escrow Agent |
| First State Bank | |
| PO Box 129 | |
| Wilmot, SD 57279-0129 | |
| Subject: | Purchase of Units of East Kansas Agri Energy, LLC (Class C) |
| Date of Agreement | SAMPLE | Transaction ID | WEB000X000X000 |
| Seller or Buyer or Joint Tenant | SAMPLE | Seller or Buyer or Joint Tenant | Undisclosed |
| Seller's or Buyer's Address | SAMPLE | ||
| Seller's or Buyer's Phone Number | SAMPLE | Seller's or Buyer's Social Security Number | Undisclosed |
| Number of Units Sold | SAMPLE | Purchase Price Per Unit | SAMPLE |
| Class of Units Sold | Class C | Total Purchase Price | SAMPLE |
| Form of Buyer's Ownership of Units | |||
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Your Business Receipt
Variable Investment Advisors, Inc.
AgStockTrade.com
4305 South Louise Avenue, Suite 101A
Sioux Falls, SD 57106-3115
Contract for Sale of Units of East Kansas Agri Energy (Class C) (Company)
| Date of Agreement | SAMPLE | Transaction ID | WEB000X000X000 |
| Seller or Buyer or Joint Tenant | SAMPLE | Seller or Buyer or Joint Tenant | Undisclosed |
| Seller's or Buyer's Address | SAMPLE | ||
| Seller's or Buyer's Phone Number | SAMPLE | Seller's or Buyer's Social Security Number | Undisclosed |
| Number of Units Sold | SAMPLE | Purchase Price Per Unit | SAMPLE |
| Class of Units Sold | Class C | Total Purchase Price | SAMPLE |
| Following element only on Buyer Contract | |||
| Form of Buyer's Ownership of Units | |||
| Following element only on Seller Contract | |||
| Certificate No. Representing Units Sold | SAMPLE | Date of Certificate | |