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) a voting member of the Company, or (ii) is purchasing at least twenty-five hundred (2,500) capital units of the Company (in order to comply with the minimum ownership requirements of the Company's Operating Agreement).

2. Purchase Price. Upon the execution of this Agreement by Buyer, Buyer shall pay the purchase price to First State Bank (Escrow Agent), having its principal office located at 707 Main Street, PO Box 129, Wilmot, SD 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 (Board). If the sale transaction is not approved by the Board, the Escrow Agent shall return to the Buyer the funds. If the sale transaction is approved by the Board, 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 seven (7) 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 South Dakota Soybean Processors, LLC at 100 Caspian Ave, PO Box 500, Volga, SD 57071-0500, this Agreement, within seven (7) 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 seven 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 hundred (2,500) 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 South Dakota Soybean Processors, LLC at 100 Caspian Ave, PO Box 500, Volga, SD 57071-0500, this Agreement, within seven (7) days from Date of Agreement. Additionally, Seller shall deliver to the Company, within seven (7) 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 Board has the right and authority, in its sole discretion, to approve or deny this transaction and that if the Board does 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 Board 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 this sale of capital units or a fee of $150.00, 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 Company's Operating Agreement. 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.