Variable Investment Advisors, Inc.
AgStockTrade.com
4305 South Louise Avenue, Suite 101A
Sioux Falls, SD 57106-3115
Contract for Sale of Capital Units of Redfield Energy, LLC (Class A Commercial) (Company)
| Date of Agreement | SAMPLE | Transaction ID | WEB000X000X000 |
| Seller or Buyer | SAMPLE | Seller or Buyer | 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 Capital Units Sold | SAMPLE | Purchase Price Per Capital Unit | SAMPLE |
| Class of Capital Units Sold | A Commercial | Total Purchase Price | SAMPLE |
| Company does require Buyer to have a corn delivery obligation. | |||
SELLER AND BUYER AGREE AS FOLLOWS:
1. Sale. Seller hereby sells to Buyer and Buyer hereby purchases from Seller, the Capital 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 Capital Units, free and clear of all liens and encumbrances, subject to the provisions of the Company's Articles of Organization and Operating Agreement (Operating Agreement). Buyer certifies that Buyer is either (i) currently a voting member of the Company, or (ii) is purchasing at least two thousand five hundred (2,500) Capital Units of the Company (in order to comply with the minimum ownership requirements of the Company as stated in the Operating Agreement).
2. Purchase Price. Upon the execution of this Agreement by Buyer, Buyer shall pay the purchase price to Escrow Services at Wells Fargo Bank (the "Escrow Agent"), having its principal office located at 4305 S. Louise Avenue, Suite 101A, Sioux Falls, SD 57106-3115, 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 fees and expenses.
3. Payment and Other Obligations.
(a) Upon the execution of this Agreement by
Buyer, Buyer shall deliver to Escrow Agent, within fifteen (15) days from
Date of Agreement, the Buyer's check, bank money order, or complete the wire
transfer. In addition, Buyer shall execute and return to AgStockTrade.com, (the "Transfer Agent") at 4305 S. Louise Avenue, Suite 101A, Sioux Falls, SD 57106-3115, this Agreement, within fifteen (15) days from Date of
Agreement. Seller and Buyer agree that if either party fails to abide by the
terms of this Agreement either party shall have any and all available remedies
provided under law. Within fifteen (15) days of the receipt of documents from the Company,
Buyer shall review, execute and return to the Company any and all documents as
requested by the Company which shall include, but not be limited to (i)
a counterpart signature page to the Company's Operating Agreement,
thereby agreeing to be bound by all of the terms and conditions of the Operating
Agreement (including the requirement that all members of the Company
own at least twenty five thousand (25,000) Capital Units of the Company in order
to be considered full members), (ii) a Subscription Form, and (iii) any other
documents as requested by the Company in its sole discretion.
(b) Upon the execution of this Agreement by
Seller, Seller shall execute and return to the "Transfer Agent", this Agreement, within fifteen (15) days from
Date of Agreement. Additionally, Seller shall deliver to the Company,
within fifteen (15) days from the date of this Agreement, (i) the Seller's Capital
Unit Certificate (representing the Capital Units being transferred) executed on
the back thereof (or an affidavit of lost certificate, if applicable).
4. Condition Precedent. Seller and Buyer acknowledge that the Company's Board of Directors have the right and authority, in their sole discretion, to approve or deny this transaction and that if the Company's Board of Directors do not approve this transaction this Agreement shall be null and void.
5. Closing Date. Upon the delivery of all required documents and agreements, 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 Capital 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 trimester. Upon such approval and release of funds, the Seller hereby irrevocably constitutes and appoints the Secretary of the Company attorney to transfer said Capital Units to the Buyer on the books of the Company with full power of substitution. This transaction shall be subject to Company's Distributions and Allocations Policy in effect upon the Date of Agreement.
6. 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.
7. Unsolicited Order. Both Seller and Buyer acknowledge that they entered into this Agreement voluntarily. Neither Variable Investment Advisors, Inc. (VIA), AgStockTrade.com, or the Company have solicited or recommended the suitability of this transaction to either party.
8. 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.
9. Escrow Agent Fees. Seller agrees to pay the Escrow Agent, a fee of two percent (2%) of the gross sales price for each sale of Capital Units or a fee of $150.00 per transaction, whichever is greater.
10. Acknowledgement of Operating Agreement and Release. Buyer understands and agrees that, upon the consummation of this Agreement and the transactions contemplated hereby, Buyer shall be solely responsible for reviewing, understanding and complying with all obligations of members of the Company as stated in the terms and conditions of the Operating Agreement of the Company. Additionally, Seller and Buyer agree to release, indemnify and hold harmless VIA, the Company and the Escrow Agent for any acts either may take in furtherance of this Agreement and the transactions contemplated hereby. 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.
11. Authorization. Seller and Buyer hereby authorize Company to furnish to VIA information as is necessary to facilitate the transfer of the Capital Units.
12. 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.
13. Trading Suspension. The Buy and Seller hereby acknowledge and agree that there may be certain circumstances where Redfield Energy, LLC, upon the advice of counsel or otherwise, determines that it is necessary or appropriate to suspend transfers and trading in its Capital Units in order to comply with applicable corporate and securities laws. The Buyer and Seller agree that in the event any such suspension of the transfer of Capital Units in Redfield Energy, LLC occurs prior to the completion of the transactions contemplated by this Agreement (including any suspension prior to approval of the transfer contemplated by this agreement by the Board of Directors of Redfield Energy, LLC) (an "Incomplete Transaction"), the Incomplete Transaction shall be null and void. Any proceeds or Capital Units delivered with respect to any such Incomplete Transaction shall be returned to the party who delivered such items and the parties shall have not further liability or obligation to each other.
| 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 (Wells Fargo Bank, Routing #121000248, Acct. #344417901) |
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 from Date of Agreement, sign and return this Contract for Sale (including page 1 through signature page) and Capital Unit Certificates (or affidavit of lost certificate) to AgStockTrade.com, 4305 S. Louise Avenue, Suite 101A, Sioux Falls, SD 57106-3115. |
Contract Version Date: 01/01/2010
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 Services |
| Wells Fargo Bank | |
| 4305 S. Louise Avenue, Suite 101A | |
| Sioux Falls SD 57106-3115 | |
| (Wire Transfer Wells Fargo Bank - Routing #121000248, Acct. # 3444179091) | |
| Subject: | Purchase of Capital Units of Redfield Energy, LLC (Class A Commercial) |
| Date of Agreement | SAMPLE | Transaction ID | WEB000X000X000 |
| Buyer | SAMPLE | Seller | Undisclosed |
| Buyer's Address | SAMPLE | ||
| Buyer's Phone Number | SAMPLE | Buyer's Social Security Number | Undisclosed |
| Number of Capital Units Sold | SAMPLE | Purchase Price Per Capital Unit | SAMPLE |
| Class of Capital Units Sold | A Commercial | Total Purchase Price | SAMPLE |
| Company does require Buyer to have a corn delivery obligation. | |||
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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 Capital Units of Redfield Energy, LLC (Class A Commercial) (Company)
| Date of Agreement | SAMPLE | Transaction ID | WEB000X000X000 |
| Seller or Buyer | SAMPLE | Seller or Buyer | 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 Capital Units Sold | SAMPLE | Purchase Price Per Stock | SAMPLE |
| Class of Capital Units Sold | A Commercial | Total Purchase Price | SAMPLE |
| Company does require Buyer to have a corn delivery obligation. | |||