Variable Investment Advisors, Inc.
AgStockTrade.com
4305 South Louise Avenue, Suite 101A
Sioux Falls, SD 57106-3115

Agreement for Sale of Shares of SoyMor Cooperative (Company)

SELLER AND BUYER AGREE AS FOLLOWS:

1. Sale.  Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller, the Shares. Seller certifies that Seller is the sole owner of and has the right to sell the Shares, free and clear of all liens and encumbrances, subject to the provisions of the Company's Articles of Organization and Bylaws (Operating Agreement). Buyer certifies that Buyer is either (i) currently a voting member of the Company, or (ii) is purchasing at least five thousand (5,000) Shares of the Company (in order to comply with the minimum ownership requirements of the Company as stated in the Company’s Transfer Policy).

2. Purchase Price.  Upon the execution of this Agreement by Buyer, Buyer shall pay the purchase price to First State Bank, Wilmot, SD (Escrow Agent), having its principal office located at 707 Main Street, Wilmot, South Dakota 57279, 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 the funds to the Buyer. If the Company's Board of Directors approves the proposed sale of Shares, the Escrow Agent shall release to the Seller the funds no sooner than 45 calendar days from when the Shares were first listed, less the Escrow Agent's fees and expenses.

3. Payment and Other Obligations.

  (a)  Execution of this Agreement by Seller and Buyer cannot be prior to the 15^th calendar day from when the Shares are listed. Within fourteen (14) days following execution of this Agreement by Seller and Buyer, Buyer shall deliver to Escrow Agent, the Buyer's check, bank money order, or in the alternative a completed a wire transfer. In addition, within fourteen (14) days from the date of this Agreement, Buyer shall execute and return to SoyMor at 15200 780^th Avenue, Albert Lea, MN 56007-7082 a copy of this 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. Upon receipt of a copy of this Agreement by the Company from the Buyer, the Company will provide Buyer with a copy of the Company’s Bylaws, along with a Membership Application, a copy of the Company’s Transfer Policy and other documents as the Company deems necessary. Within fourteen (14) days of the receipt of documents from the Company, Buyer shall execute and return to the Company any and all documents as requested by the Company, including a signed Membership Agreement. Acceptance of the Membership Application by the Company binds the Buyer to all of the terms and conditions of the Company’s Articles of Organization, Bylaws, and policies (including the requirement that all members of the Company own at least five thousand (5,000) Shares of the Company in order to be considered full members).

   (b)  Within fourteen (14) days of execution of this Agreement by Seller, Seller shall execute and return to SoyMor at 15200 780^th Avenue, Albert Lea, MN 56007-7082, a copy of this Agreement, along with the Seller's Share Certificate (representing the Shares being transferred) (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 the proposed sale of Shares and that if the Company's Board of Directors do not approve this transaction, this Agreement is null and void, and of no force and effect.

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 Shares 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 fiscal quarter. Upon such approval and release of funds, the Seller hereby irrevocably constitutes and appoints the Secretary of the Company with authority to transfer said Shares to the Buyer on the books of the Company with full power of substitution.

6. Bundling of Equity Rights.  Seller and Buyer agree that upon consummation of this transaction, Buyer shall succeed to any entitlement of the Seller that is based on patronage of the Seller (or any predecessor owner of the transferred interest) including undistributed patronage dividends with respect to transactions occurring prior to the effective date of the transfer, written notices of allocation, unit retains and any residual claim to distributions out of capital reserves or in liquidation, dissolution and winding-up of this Company under the Company’s Bylaws or Transfer Policy, in proportion to and to the extent such entitlements relate to delivery obligations associated with the transferred capital stock. Upon the effective date of the transfer, any such entitlements shall vest automatically in the Buyer by operation of the Company’s Bylaws or Transfer Policy, without reversion or impairment of the entitlement as a result of such transfer, without any requirement of action or execution of documents by any of the parties thereto. Notwithstanding the transfer of entitlements, the Seller must report as taxable income any patronage dividends distributed with respect to patronage transactions occurring prior to the effective date of the transfer and such amounts will be reflected in information returns filed by Company with state and federal taxing authorities.

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 Minnesota.

8. Unsolicited Order.  Both Seller and Buyer acknowledge that they entered into this Agreement voluntarily. Neither Variable Investment Advisors, Inc. (VIA) or AgStockTrade.com has solicited or recommended the suitability of this transaction to either party. Both Buyer and Seller acknowledge that they have had the opportunity to consult with an attorney or other professional advisor.

9. Fee.  Seller agrees to pay the Escrow Agent a fee based on the greater of: (i) two percent (2%) of the gross sales price for each sale of Shares, or (ii) $175.00 per transaction.