0001104659-19-064397.txt : 20191115 0001104659-19-064397.hdr.sgml : 20191115 20191114183435 ACCESSION NUMBER: 0001104659-19-064397 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20191115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Siouxland Renewable Holdings, LLC CENTRAL INDEX KEY: 0001792744 IRS NUMBER: 843304485 STATE OF INCORPORATION: NE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11116 FILM NUMBER: 191221963 BUSINESS ADDRESS: STREET 1: 1501 KNOX BOULEVARD CITY: JACKSON STATE: NE ZIP: 68743 BUSINESS PHONE: (402) 632-2676 MAIL ADDRESS: STREET 1: 1501 KNOX BOULEVARD CITY: JACKSON STATE: NE ZIP: 68743 1-A 1 primary_doc.xml 1-A LIVE 0001792744 XXXXXXXX Siouxland Renewable Holdings, LLC NE 2019 0001792744 2860 84-3304485 0 0 1501 Knox Boulevard Jackson NE 68743 402-632-2676 Steven P. Amen Other 1000.00 0.00 0.00 0.00 62403.00 0.00 0.00 0.00 62403.00 62403.00 0.00 0.00 0.00 0.00 0.00 0.00 RSM US LLP Units of LLC interests 0 0 0 true true false Tier2 Audited Equity (common or preferred stock) Y N N Y N N 5000 0 10000.0000 50000000.00 0.00 0.00 0.00 50000000.00 RSM US LLP 0.00 Kutak Rock LLP 0.00 50000000.00 The audit and legal expenses are being paid by the issuer's sole Member. true false IA NE SD true PART II AND III 2 a19-22880_1partiiandiii.htm PART II AND III

Part II

PRELIMINARY OFFERING CIRCULAR

Dated: November 14, 2019

SIOUXLAND RENEWABLE HOLDINGS, LLC

1501 Knox Boulevard

Jackson, Nebraska 68743

(402) 632-2676

5,000 Units of Limited Liability Company Interests

Siouxland Renewable Holdings, LLC, a Nebraska limited liability company (the “Company”, “we”, “us” or “our”), is offering a total of 5,000 units representing limited liability company interests (“Units) as further described under “SECURITIES BEING OFFERED.” Units are being offered on a best efforts basis at a price of $10,000 per Unit. Subscriptions will be held in escrow with a bank until we have received and accepted subscriptions from investors other than Siouxland Ethanol, LLC, the initial Member of the Company (“Siouxland Ethanol”), for at least 1,500 Units ($15,000,000) (the “Minimum Offering”) on or before April 1, 2020. If the Minimum Offering is not achieved by that date, the offering will terminate and all subscriptions will be refunded to subscribers without deduction or interest. If the Minimum Offering is achieved by such date, Units will be issued to subscribers in one or more closings scheduled by the Company on or after the date the Minimum Offering is achieved, and the offering may continue until the earlier of July 1, 2020 (which date may be extended at our option) or the date when all 5,000 Units have been sold.

	Price to Public		Underwriting discount and commissions	Proceeds to the Company			Proceeds to Other Persons
Per Unit:	$	10,000	None	$	10,000		None
Minimum Offering	$	15,000,000	None	$	15,000,000	(1)	None
Maximum Offering:	$	50,000,000	None	$	50,000,000		None

(1) Represents the minimum subscriptions that must be received from investors other than Siouxland Ethanol. Siouxland Ethanol is the initial Member of the Company and has committed to purchase at least 1,000 Units ($10,000,000) if $15,000,000 of subscriptions are received from other investors in this offering.

Investing in our Units is speculative and involves substantial risks. See “RISK FACTORS” beginning on page 4 to read about the more significant risks you should consider before buying Units.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

We are providing the disclosure in the format prescribed by Part II of Form 1-A.

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TABLE OF CONTENTS

		Page
Part II — Offering Circular

SUMMARY		1

RISK FACTORS		4

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS		16

DILUTION		17

PLAN OF DISTRIBUTION		17

USE OF PROCEEDS		19

DESCRIPTION OF THE BUSINESS		20

DESCRIPTION OF PROPERTY		29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		29

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES		32

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS		36

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS		36

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS		36

SECURITIES BEING OFFERED		37

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		47

ERISA CONSIDERATIONS		56

FINANCIAL STATEMENTS		59

	Page

Part III

EXHIBITS TO OFFERING CIRCULAR	60

SIGNATURES	61

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SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering details, please (i) thoroughly review the Form 1-A filed by us with the Securities and Exchange Commission, (ii) thoroughly review this Offering Circular, and (iii) thoroughly review any documents attached to or referenced in the Form 1-A or this Offering Circular.

Issuer:		Siouxland Renewable Holdings, LLC, a Nebraska limited liability company.

Units:		Units representing limited liability company interests in the Company. Physical certificates evidencing Units will not be issued. See also “SECURITIES BEING OFFERED.”

Price Per Unit:		$10,000 See “PLAN OF DISTRIBUTION.”

Minimum Investment per investor:		$20,000 (two Units), unless waived by the Company in its sole discretion. See “PLAN OF DISTRIBUTION.”

Maximum Offering:		$50,000,000 (5,000 Units). The Company will not accept subscriptions for more than 5,000 Units under any circumstances. See “PLAN OF DISTRIBUTION.”

Minimum Offering:		$15,000,000 (1,500 Units) from investors other than Siouxland Ethanol, the Company’s initial Member. Subscriptions will be held in escrow with a bank and may not be released to the Company unless we have received and accepted subscriptions for the Minimum Offering on or before April 1, 2020 and have satisfied the Funding Milestones described below under “USE OF PROCEEDS”. If the Minimum Offering is not achieved by that date, the offering will terminate and all subscriptions will be refunded to subscribers without deduction or interest. See “PLAN OF DISTRIBUTION.”

Subscriptions:		In order to invest, subscribers for Units must complete and return a Subscription Agreement in the form provided by the Company along with a check for the full subscription price of their Units. We may accept or reject subscriptions in our sole discretion for any reason.

Purchasers:		Units may be purchased by anyone. However, the number of Units that may be purchased by an investor who does not qualify as an “accredited investor” (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended) will be limited. In no event will Units be sold (i) to more than 1,999 investors or (ii) to more than 499 investors who do not qualify as accredited investors.

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		In addition, we may restrict sales of Units to benefit plan investors and employee benefit plans (including IRAs and 401(k) and similar retirement plans) in order to prevent the Company’s assets from being treated as “plan assets” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). See “PLAN OF DISTRIBUTION.”

Offering Term:		If the Minimum Offering is achieved by April 1, 2020, the offering may continue until the earlier of July 1, 2020 (which date may be extended at our option) or the date when all 5,000 Units have been sold. See “PLAN OF DISTRIBUTION.”

Investment by Siouxland Ethanol:		Siouxland Ethanol has committed to purchase not less than 1,000 Units ($10,000,000) as part of this offering on the same terms as are being offered to other investors if the Minimum Offering is achieved. However, any Units sold to Siouxland Ethanol will not be counted toward the achievement of the Minimum Offering. In addition, if subscriptions are received from subscribers other than Siouxland Ethanol for more than 4,000 Units ($40,000,000), Siouxland Ethanol may reduce the number of Units purchased by it so that a portion of such Units will be available for issuance to such unaffiliated subscribers. See “PLAN OF DISTRIBUTION.”

Use of Proceeds:		The Company has been formed by Siouxland Ethanol to purchase the assets of, make capital upgrades to, and operate an existing corn ethanol plant in the central United States. The Company expects to apply the entire proceeds of this offering to the purchase price of such corn ethanol plant. However, the proceeds of this offering will not be released from escrow unless and until (i) an ethanol plant meeting our investment criteria has been identified, (ii) we have entered into a definitive agreement to purchase the assets of such ethanol plant, and (iii) we have entered into binding commitments from additional equity investors and/or lenders to provide the additional capital needed to purchase the identified ethanol plant pursuant to such definitive agreement and provide the Company’s initial working capital (collectively, the “Funding Milestones”). Until that time, the net proceeds of the offering will continue to be held by the escrow agent and invested on behalf of the Company in money-market funds or other short-term liquid securities. If we do not achieve the Funding Milestones by December 31, 2020, the subscription price of Units will be returned by the escrow agent to investors and the Company will be dissolved. In addition, if we do not close on a purchase of an ethanol plant by July 1, 2021, the Company will be dissolved and all funds remaining after payment of the liabilities and expenses incurred by the Company will be returned to investors on a pro rata basis. Even if we raise the entire $50,000,000 of equity capital through this offering, we may require additional equity capital in order to complete the purchase of an ethanol plant and to make any capital

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		improvements to the plant that management determines to be necessary to meet our investment goals. In that case, we may seek to form a joint venture with another party to purchase the targeted ethanol plant, in which case the Funding Milestones will be deemed to be met if the combined capital available to such joint venture is sufficient to purchase the identified ethanol plant and provide the joint venture’s initial working capital. In all cases, the Company will be the majority member of any such joint venture arrangement. See “USE OF PROCEEDS.”

Investment Criteria:		To conduct our business operations, the Company will seek to purchase the assets of an existing ethanol plant that meets the following investment criteria: · Minimum 50 million gallon per year operating capacity plant utilizing technology developed by ICM, Inc.; · Rail access at the plant location; and · Located in Iowa, Illinois, Nebraska, Minnesota, Indiana, or South Dakota, which are the top six corn-producing states. See “DESCRIPTION OF THE BUSINESS.”

Operating Agreement:		Upon the issuance of Units to investors, each investor will become a “Member” of the Company and will become a party to the Company’s Operating Agreement. The Operating Agreement establishes the rights and duties of the Members. A copy of the Operating Agreement has been filed as an exhibit to this Offering Circular. See also “SECURITIES BEING OFFERED-Summary of the Operating Agreement.”

Voting Rights:		The Units have limited voting rights. See “SECURITIES BEING OFFERED-Summary of the Operating Agreement-Voting Rights of Members” below for details.

Risk Factors:		Investing in our Units involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “RISK FACTORS” section beginning on page 4.

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RISK FACTORS

An investment in Units involves a high degree of risk. We expect to be exposed to some or all of the risks described below in our future operations. Any of the risk factors described below, as well as additional risks of which we are not currently aware, could affect our business operations and have a material adverse effect on our business, results of operations, financial condition, cash flow and prospects and cause the value of our Units to decline. Moreover, if and to the extent that any of the risks described below materialize, they may occur in combination with other risks that would compound the adverse effect of such risks on our business, results of operations, financial condition, cash flow and prospects.

Risks Relating to Our Proposed Business Plan

If we are unable to identify and purchase a corn ethanol plant meeting our investment criteria, we will not be able to achieve our investment objectives and it may result in a partial loss of your invested capital. Our ability to achieve our investment objectives and to pay distributions to our investors depends upon the ability of our management team to identify and purchase a corn ethanol plant that meets our investment criteria. In addition to identifying a suitable ethanol plant that may be available for purchase on suitable terms, our ability to complete a purchase of a plant will depend on a number of other factors, including but not limited to, our ability to secure the additional equity and debt financing that will be needed to purchase the plant and to fund capital upgrades that are likely to be required in order for the plant to operate profitably. We cannot assure you that our management team will be successful in identifying or acquiring a suitable ethanol plant on financially attractive terms. If we have not entered into a definitive agreement to purchase an ethanol plant by December 31, 2020, we expect to liquidate the Company and return all of the capital raised in this offering to investors. However, if we meet the Funding Milestones, but ultimately do not complete the purchase of a suitable ethanol plant by July 1, 2021, investors may receive less than the full purchase price for their Units upon liquidation of the Company since we will incur expenses prior to that time and do not expect to generate a material amount of income on our investors’ capital in that case.

Because we have not identified a specific ethanol plant for purchase, you will not have the opportunity to evaluate the specific plant, if any, that we will purchase or the terms of any such purchase. Several factors relating to the actual ethanol plant, if any, purchased by the Company, including without limitation its production capacity, its age and physical condition and its location, as well as factors relating to the terms on which any plant is ultimately purchased by the Company, including the purchase price paid and financing terms, will have a significant effect on the ultimate return on investment achieved by the Company and the Company’s ultimate ability to make distributions to investors and the value of its Units. Because we have not yet identified any particular ethanol plant for purchase by the Company, and have not yet entered into any agreements with respect to the purchase of such a plant and the additional financing that will be required to complete such a purchase through the Company, we are not able to provide you with any information to assist you in evaluating the merits of the ethanol plant that may be purchased by the Company or the terms of such purchase and the associated financing that will be required in order for the Company to complete any such purchase. Because you will be unable to evaluate the economic merits of any particular ethanol plant before it is purchased by the Company, or the purchase and financing terms, you will have to rely entirely on the ability of our management team to select a suitable plant for purchase and to negotiate the purchase and financing terms for the purchase of any such ethanol plant. Even when a plant is ultimately identified for purchase, and the purchase and financing terms for the purchase have been determined, you will not have the ability to withdraw from the Company or obtain a return of your invested capital if you are not satisfied with the planned purchase or the terms thereof.

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We will need to secure additional sources of financing to purchase and upgrade an ethanol plant beyond the proceeds of this offering. The amount and terms of this additional financing will affect the ultimate return on investment achieved by the Company and its ability to pay distributions to investors and the value of the Units. Under the provisions of federal securities laws that we are relying on to conduct this offering, we are only allowed to raise a total of $50,000,000 through this offering, and may raise as little as $15,000,000 in this offering from investors other than Siouxland Ethanol. Although we do not have an agreement in place to purchase an ethanol plant, nor do we know the level of capital expenditures that may be required to be made to any ethanol plant we are able to purchase, we expect that we will require up to $115,000,000 in total funding to purchase a suitable ethanol plant and make the type of capital improvements to the plant that we believe will be required to achieve the level of economic performance from the plant that we are seeking to achieve. We have not secured firm commitments regarding the additional debt or equity financing that we expect to need to finance the purchase of an ethanol plant meeting our investment criteria and to make these capital improvements, and there is no assurance that such additional financing will be available on acceptable terms, if at all. If we are unable to secure the additional financing needed to complete the purchase of an ethanol plant meeting our investment criteria, we will not be authorized to release any of the proceeds of this offering. In that case, we expect to liquidate the Company and return the capital raised in this offering to investors. If we are able to secure additional financing to complete the purchase of an ethanol plant, but not to make the capital improvements needed to the plant, the process of making those improvements will be delayed or may never be implemented. Without making such capital improvements, we would not expect any purchased ethanol plant to operate at the same degree of efficiency as the plant operated by Siouxland Ethanol and this can be expected to reduce, delay or eliminate cash distributions to our investors and reduce the value of the Units.

The debt financing obtained to make a purchase of, and capital upgrades to, any ethanol plant will reduce the cash available to distribute to Members and may impose other limitations on such distributions. In order to complete the purchase of, and any necessary capital upgrades to, an ethanol plant, we will need to borrow a substantial amount of money. While no credit agreement with any lender has been negotiated at this time for such borrowings, any such loan agreement will require the Company (and any joint venture we may need to form, if any) to pledge substantially all of its assets as collateral for the loan and impose various financial and nonfinancial covenants on the Company (and any such joint venture). Among other things, these covenants would be expected to include requirements for the Company to meet certain financial ratios, and restrictions on the ability of the Company to make cash distributions to its Members. If the Company (or any joint venture) were to violate any such loan covenants, the lender would have the ability to declare the loan to be in default and could exercise various remedies available to it, including without limitation requiring the immediate payment of the then outstanding balance of the loan and the foreclosure of the assets of the Company (and/or any such joint venture).

Other parties providing equity capital may require preferential terms in order to provide such capital. Even if we raised the entire $50,000,000 of equity capital through this offering, we may require additional equity capital in order to complete the purchase of an ethanol plant and to make any capital improvements to the plant that management determines to be necessary to meet our investment goals. In that case, we may seek to form a joint venture with another party to own and operate that plant, in which case we would contribute the proceeds of this offering to the capital of such joint venture. While the Company would always be the majority member of any such joint venture arrangement, such a joint venture would need to identify one or more parties willing to provide additional equity capital and negotiate the terms upon which such parties will make their equity investments in the joint venture. It is possible that such third-party investors in a joint venture will require that they receive preferential terms compared to the terms the Company receives with respect to the equity capital it provides to the joint venture. For example, such investors often require preferential rights with respect to cash distributions

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and the proceeds from a liquidation or sale of a company, special governance or voting rights, and/or rights to require the redemption of their investment at a certain price after a certain period of time. If the Company has to agree to provide any of these types of preferential rights to other equity investors in a joint venture, it may lower the distributions received by the Company from such joint venture which would reduce the cash distributions payable by the Company to its Members, and the value of Units.

There will be significant competition among potential buyers for attractive ethanol plants and many of these competitors may have more capital to spend on an acquisition and other advantages over us that may make it difficult for us to complete a purchase of an ethanol plant on acceptable terms. If and when we are able to identify a suitable ethanol plant for purchase by the Company, it is very likely that there will be one or more other potential parties that are also interested in purchasing the same plant. These may include other ethanol companies looking to expand capacity through a strategic acquisition or financial investors, such as investment funds, that are looking to make a capital investment in a plant and then selling it at a profit in the future. Other parties interested in acquiring an ethanol plant meeting our investment criteria may have more capital and other resources to devote to the acquisition and may be willing to pay a higher price, close more quickly or provide other acquisition terms that are more favorable than we are able to offer. As a result, even if our management team is able to identify one or more ethanol plants that meet our investment criteria and are available for purchase, there can be no assurance that we will be able to compete with other potential purchasers and successfully purchase an ethanol plant on attractive terms or at all.

Our business will not be diversified. The sole business of the Company is to own and operate a single corn ethanol plant, either directly or through a joint venture. As a result, the value of your Units and our ability to make cash distributions to our Members will depend entirely on the profitable operation of a single ethanol plant. The profitable operation of an ethanol plant is subject to many risks, including without limitation the risks described below under “Risks Relating to Operating an Ethanol Plant”, and no assurance can be given that we will be able to operate an ethanol plant at a profit. The Company will have no ability to engage in any other type of business in order to mitigate the risks associated with operating an ethanol plant.

If we purchase an ethanol plant, it will be with the expectation of owning and operating the ethanol plant for an indefinite period of time, rather than seeking any type of liquidity transaction. Our investment strategy is to purchase and operate an ethanol plant (either directly or through a joint venture) for an indefinite period of time and to generate distributions for our investors from the operation of the plant. Although we may always consider opportunities to sell the plant (or the Company’s equity position in a joint venture) to a third party in the future, the Company is not required to do so or engage in any other type of exit strategy within any particular time period. Furthermore, even if we do engage in some type of sale or other exit transaction, we could accept securities or other types of noncash consideration in connection with such transaction. Accordingly, even if the value of your Units increases over time due to the successful implementation of our investment strategy, there is no assurance that you will be able to monetize any such increase in value through any exit transaction by the Company. If we adopt a plan of liquidation, the timing of the sale of assets will depend on a variety of factors, including without limitation then prevailing financial markets and economic conditions, and the federal income tax effects on Members. We cannot guarantee or otherwise assure you that we will be able to liquidate our assets. In addition, even if we do ultimately sell our assets or engage in any other type of sale transaction, there is no assurance that it will result in any particular return on the capital you have invested in the Company or that all of the capital you have invested in the Company will be returned to you. If we do not pursue a liquidity transaction, or delay such a transaction due to market conditions, your Units may continue to be illiquid and you may, for an indefinite period of time, be unable to convert your investment to cash easily and could suffer losses on your investment.

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We have no prior operating history. The Company was only recently formed and does not have any operating history or any material assets. Our lack of operating history increases the risk and uncertainty you face in making an investment in our Units.

Risks Relating to Operating an Ethanol Plant

If the Company is able to successfully purchase an ethanol plant, the only material source of revenues and cash distributions for the Company will be those realized, if any, from the operation of a single corn ethanol plant. If the Company is not able to operate its ethanol plant profitably over time, it will reduce or eliminate the cash the Company has available to make distributions to Members and will reduce the value of your Units and may ultimately result in the Company ceasing operations altogether. There are a number of factors that may adversely affect the results of operations and financial condition of a corn ethanol plant, including, without limitation, the following:

If a corn ethanol company cannot maintain a positive spread between the prices it receives for its products and the costs it pays for corn and other inputs, it will not be able to operate profitably. The profitability of an ethanol plant is largely driven by the spread between the prices it receives from the sale of the ethanol, distiller grains and corn oil it produces and the cost of corn, which is its primary raw material, and its costs for natural gas, electricity, labor, enzymes and other inputs. Ethanol, distiller grains, corn oil, corn and natural gas are all commodities and the market prices for these commodities tend to fluctuate due to supply and demand forces in the market, levels of government support, the availability and price of competing products, and other factors over which a single ethanol producer will have no control. The price of ethanol tends to fluctuate with the price of unleaded gasoline rather than with the price of corn, so there is no assurance that an increase in the price of corn will be reflected in higher prices for ethanol. Accordingly, the spread between the price of corn and the price of ethanol produced from that corn may fall or even become negative from time to time. In the event the prices of ethanol and other products produced by the Company decrease at a time when its raw material costs increase, the Company may not be able to profitably operate its ethanol plant, which would reduce the Company’s income and the amount of cash it has available for distributions. Further, if the spread between the price the Company expects to receive for its products and the costs to be incurred for the raw material to produce those products becomes negative for any extended period of time, the Company may have to shut down its ethanol plant for a period of time or permanently. In either case, the distributions paid to Members would decline or end completely and the value of the Units may be reduced, or the Units may ultimately become worthless.

Government policies for ethanol production may change in the future, which could hinder the Company’s ability to operate at a profit. The ethanol industry is assisted by federal legislation, the most important of which is the Renewable Fuels Standard (the “RFS”) as set forth in the Energy Policy Act of 2005. The RFS helps support a market for ethanol that might disappear without this incentive. The U.S. Environmental Protection Agency (the “EPA”) has the authority to waive the RFS statutory volume requirement, in whole or in part, provided certain conditions have been met. Annually, the EPA is supposed to pass a rule that establishes the number of gallons of different types of renewable fuels that must be used in the United States, which is called the renewable volume obligations. These RFS requirements are then implemented by establishing individual blending obligations for fuel companies, which can be met either by physically blending ethanol or by purchasing Renewable Identification Numbers (RINs) available from other companies that have blended more ethanol than required under the RFS. In the past, the EPA has set the renewable volume obligations below the statutory volume requirements. The proposed 2019 total volume obligations were set at 19.92 billion gallons of which 15.0 billion gallons could be met by corn-based ethanol. If the EPA were to significantly reduce the volume requirements under the RFS, or if the RFS were to be otherwise reduced or eliminated by the exercise of the EPA waiver authority or by Congress in the future, the market price and demand for ethanol could

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decrease, which would negatively impact the Company’s financial performance after it commences operations.

The EPA’s small refinery exemptions significantly reduced ethanol demand in 2018 and 2019 and such exemptions may continue. In 2018 and 2019, the EPA issued exemptions from the RFS to certain small refiners which may have reduced the corn-based RFS requirement for 2018 by more than two billion gallons and for 2019 by more than one billion gallons. These reductions in the corn-based ethanol use requirements have resulted in decreases in ethanol demand and have severely impacted ethanol prices and we expect this impact to continue in the foreseeable future. It was reported in early October 2019 that an agreement had been reached to change EPA practices to reduce the amount of waivers granted and to reallocate the reduced requirements to other obligated parties. However, the final form of that agreement has not yet been made public. If the EPA continues to exempt small refiners from the RFS, it would further erode demand for ethanol domestically, which would decrease prices and may prevent the Company from profitably operating an ethanol plant after it commences operations.

The domestic demand for ethanol may be limited unless ethanol can be blended into gasoline in higher percentage blends for standard vehicles. Ethanol is not sold directly to motorists, but rather is sold to the fuel blending industry to blend the ethanol with gasoline, which is then sold to the end consumer. Ethanol is primarily blended with gasoline for use in standard (non-flex fuel) vehicles to create a blend which is 10% ethanol and 90% gasoline. Assuming all gasoline in the United States is blended at a rate of 10% ethanol and 90% gasoline, the current domestic demand for ethanol is approximately 14.3 billion gallons. This is commonly referred to as the “blend wall,” which represents a theoretical limit where more ethanol cannot be blended into the national gasoline pool. Current U.S. domestic production capacity of over 16 billion gallons exceeds this theoretical blend wall. In addition, the EPA has the authority to grant waivers to small refineries that exempt them from blending ethanol in their gasolines, which further limits the amount of domestic demand for ethanol. One way to expand domestic demand for ethanol is to allow higher percentage blends of ethanol to be utilized in standard vehicles. While, the EPA has approved the use of a 15% blend of ethanol and 85% gasoline (referred to as E15) for standard (non-flex fuel) vehicles produced in the model year 2001 and later, the blending of ethanol at higher rates continues to be opposed by some automobile manufacturers, environmental groups and gasoline blenders. The fact that E15 has not been approved for use in all vehicles, in addition to the labeling requirements associated with E15, has caused some gasoline retailers to refuse to carry E15. Without an increase in the allowable percentage blends of ethanol that can be used in all vehicles, demand for ethanol may increase slowly over time and this could negatively affect the selling price of ethanol.

Consumer resistance to the use of ethanol may affect the demand for, and price of, ethanol. Certain consumers do not want to use ethanol-blended gasoline in their vehicles for a variety of reasons, including beliefs, whether based on fact or not, that ethanol adds to air pollution and greenhouse gases, harms car and truck engines, reduces overall mileage or does not perform as well as unblended gasoline in vehicles. Others believe that the process of producing ethanol actually uses more fossil energy, such as oil and natural gas, than the amount of energy that is produced. Further, some consumers object to the fact that ethanol is produced using corn as the feedstock, which these consumers perceive as negatively impacting food prices and supplies. These consumer beliefs may increase as a result of efforts to increase the allowable percentage of ethanol that may be blended for use in vehicles. If consumers choose not to buy ethanol based on any of these beliefs, it would reduce demand for the ethanol which could negatively affect the selling price of ethanol.

Fluctuations in gasoline prices and technological developments may reduce the demand for ethanol from blenders. Blending of ethanol with gasoline in excess of government mandated amounts, or discretionary blending, can increase the demand for ethanol. However, the amount of ethanol used for discretionary blending is largely determined by the relative prices of ethanol and gasoline. In periods

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when gasoline prices are low compared to the price of ethanol, discretionary blending becomes less financially attractive. As a result, the demand for ethanol may be reduced during such periods, which would negatively affect ethanol prices. On the other hand, if gasoline prices were to increase dramatically, then consumers would be likely to drive less, which would also reduce the demand for ethanol. Any development that reduces the need for gasoline and thereby ethanol, including technological developments that improve the fuel efficiency of motor vehicles, could reduce the demand for ethanol and negatively affect ethanol prices.

If exports of ethanol do not expand or are reduced, ethanol prices may be negatively impacted. While most of the ethanol produced in the United States is sold in domestic markets, approximately 10% of domestic ethanol production is sold in export markets each year. Brazil, in particular, has historically been a top export market for ethanol produced in the United States. However, sales of ethanol in export markets are subject to a number of factors that can negatively affect the quantity of ethanol sold in these markets and the prices at which ethanol can be sold. For example, in 2018 China and Brazil both implemented import tariffs on United States ethanol. The European Union has maintained a tariff on U.S. ethanol since 2012. The trade actions taken by the Trump administration and responsive actions announced by trading partners, including without limitation by China, are also expected to reduce overall United States ethanol export demand. If export markets for U.S. ethanol are not able to expand, or are further constrained in the future, the excess domestic ethanol supplies in the United States would continue, which could continue to negatively affect ethanol prices.

Competition from the advancement of alternative fuels and electric vehicles may lessen demand for ethanol. Alternative fuels, gasoline oxygenates, and ethanol production methods are continually under development. A number of automotive, industrial and power generation manufacturers are developing alternative clean power systems using fuel cells, plug-in hybrids, and electric cars or clean burning gaseous fuels. Like ethanol, these emerging technologies offer an option to address worldwide energy costs, the long-term availability of petroleum reserves and environmental concerns. If these alternative technologies continue to expand and gain broad acceptance and become readily available to consumers for motor vehicle use, the Company may not be able to compete effectively when it commences operations or afterwards. This additional competition could reduce the demand for ethanol, resulting in lower ethanol prices.

Technology advances in the commercialization of cellulosic ethanol may decrease demand for corn-based ethanol, which may negatively affect our profitability. The current trend in ethanol production research is to develop an efficient method of producing ethanol from cellulose-based biomass, such as agricultural waste, forest residue, municipal solid waste, and energy crops. This trend is driven by the fact that cellulose-based biomass is generally cheaper than corn, and producing ethanol from cellulose-based biomass would create opportunities to produce ethanol in areas of the country which are unable to grow corn but are closer to the ultimate markets for ethanol. The Energy Independence and Security Act of 2007 and the 2008 Farm Bill offer strong incentives to develop commercial scale cellulosic ethanol. The RFS requires that five billion gallons per year of advanced bio-fuels must be consumed in the United States by 2022. Additionally, state and federal grants have been awarded to several companies that are seeking to develop commercial-scale cellulosic ethanol plants. This has encouraged innovation and has led to several companies that are either in the process or have completed construction of commercial scale cellulosic ethanol plants. If an efficient method of producing ethanol from cellulose-based biomass is developed, the Company may not be able to compete effectively. If the Company is unable to produce ethanol as cost-effectively as cellulose-based producers, its ability to generate revenue and our financial condition would be negatively impacted.

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Many ethanol producers are expanding their production capacity, which could lead to an oversupply of ethanol in the United States. Although the supply of domestically produced ethanol is at an all-time high, a number of ethanol producers have announced or commenced projects to expand their ethanol production capacities. The expansion of domestic production capacity will increase the supply of ethanol in the United States without a corresponding increase in either domestic or export demand for U.S. produced ethanol, which is likely to negatively affect domestic ethanol prices. If excess capacity in the ethanol industry continues to occur, the market price of ethanol may decline to a level that is inadequate to generate sufficient cash flow to cover the Company’s operating costs, which would negatively affect profitability and may lead to a temporary or permanent shutdown of plant operations.

Distiller grains demand and prices may be affected by a number of factors. The other principal product produced by an ethanol plant is distiller grains which are used as an animal feed supplement, particularly for cattle. The demand for distiller grains is affected by many factors, including without limitation the supply and price of alternative animal feeds, such as corn and soybeans. While most distiller grains are sold to domestic livestock feeders, export sales, particularly to China, have become an increasingly larger market for distiller grains. In 2017, China began imposing anti-dumping duties ranging from 42.2% to 53.7% and anti-subsidy duties ranging from 11.2% to 12.0%. The imposition of these duties resulted in a significant decline in demand from China that negatively impacted prices for distiller grains produced in the United States. Given the ongoing trade dispute with China, we expect the demand and price for distiller grains to continue to be negatively impacted. If this situation continues in effect during the period after the Company commences operations, this reduction in demand could negatively impact our ability to profitably operate an ethanol plant.

Changes and advances in ethanol production technology could require the Company to incur costs to update any plant it operates or could otherwise hinder its ability to compete in the ethanol industry or operate profitably. Advances and changes in the technology of ethanol production are expected to occur. Such advances and changes may make less desirable or obsolete the ethanol production technology installed in any ethanol plant the Company eventually operates. These advances could allow competitors to produce ethanol at a lower cost than the Company would be able to. If the Company is unable to timely adopt or incorporate technological advances, its ethanol production methods and processes could be less efficient than its competitors, which could cause the ethanol plant to become uncompetitive or completely obsolete. If competitors develop, obtain or license technology that is superior to the Company’s or that makes its technology obsolete, we may be required to incur significant costs to enhance or acquire new technology so that the Company’s ethanol production capacity remains competitive. Alternatively, we may be required to seek third-party licenses for the Company to use, which could also result in significant expenditures. These third-party licenses may not be available or, once obtained, they may not continue to be available on commercially reasonable terms. These costs could negatively impact our financial performance by increasing the Company’s operating costs and reducing our net income, which could decrease the value of our Units.

The Company may engage in hedging transactions, which would involve risks that could harm our business. In order to mitigate some of the risks from fluctuating commodity prices, especially for corn, natural gas and ethanol, the Company may engage in various hedging strategies, including without limitation the purchase and sale of futures contracts for these commodities. The effectiveness of any such hedging strategies will depend on the price of corn, natural gas and ethanol, and the Company’s ability to sell sufficient products to use all of the corn and natural gas for which it would have futures contracts. These hedging activities may not successfully mitigate the risk caused by commodity price fluctuation, which could leave the Company vulnerable to high corn and natural gas prices or relatively lower ethanol prices. Alternatively, the Company may choose not to engage in hedging transactions in the future and, in that case, its operations and financial conditions could be adversely affected during periods in which corn and/or natural gas prices increase or ethanol prices decrease. The Company could be required to use a

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significant amount of cash to make margin calls required by any commodities broker it may engage as a result of increases in corn prices and the resulting unrealized and realized losses it could experience in its anticipated hedging activities. Utilizing cash for margin calls would have an impact on the cash available for the Company’s operations, which could result in liquidity problems during times when corn prices change significantly, which in turn could reduce or eliminate the amount of cash available to the Company to make distributions to its Members.

The Company may be forced to reduce production or cease production altogether if it is unable to secure the corn needed in order to operate an ethanol plant. The operation of a corn ethanol plant requires a large and uninterrupted supply of corn. Most corn for an ethanol plant is acquired from growers in the immediate area surrounding the plant location. While one of our investment criteria for an ethanol plant is that it be located in a state where a large amount of corn is produced, there is no assurance that the plant will always be able to acquire a sufficient quantity of corn to operate at full capacity. The supply of corn can be affected by many factors over which we will have no control, including without limitation weather conditions, prevailing corn prices in relation to other farm commodities that farmers may elect to grow, and the strength of export markets for corn. A shortage of corn in the Company’s local market may force it to pay higher prices for local corn or seek corn in other markets and pay the higher transportation costs. If the Company is unable to secure a sufficient and uninterrupted supply of corn, it may have to curtail production or cease operating altogether until corn supplies can be restored.

The ethanol industry is highly competitive, and the Company will need to compete with larger, better financed companies, which could impact its ability to operate profitably. There is significant competition among ethanol producers. The Company will not only compete with the over 200 domestic producers of ethanol, but also with producers in foreign countries, such as Brazil. Many of the domestic competitors, such as Archer Daniels Midland, Flint Hills Resources, Green Plains Renewable Energy, POET, and Valero Renewable Fuels, are much larger than the Company, and their size may provide them with economies of scale and other competitive advantages. Further, many believe that there will be further consolidation occurring in the ethanol industry, which will likely lead to a few companies controlling a significant portion of the United States ethanol production market. The Company may not be able to compete with these larger producers. These larger ethanol producers may be able to affect the ethanol market in ways that are adverse to the Company, or at least not beneficial to it, which could negatively impact our financial performance and the value of our Units.

Disruptions in the financial markets or deteriorating economic conditions could hinder our ability to implement our business strategy and generate cash distributions for our Members. The success of our business will be affected by general economic conditions and, accordingly, our business could be harmed by an economic slowdown or downturn. Periods of economic slowdown or recession, significantly rising interest rates, declining employment levels, reduced driving by consumers leading to reduced fuel demand, decreasing demand for ethanol, declining prices for ethanol, or the public perception that any of these events may occur, can adversely affect our business plans and prospects. Such economic conditions could result in a general decline in the desire to move forward with our proposed business and could result in a decline in the revenues from, or increase the costs of, operating an ethanol plant. All of the conditions described above could adversely impact our business performance and profitability, which could result in our failure to make distributions to our Members and could decrease the value of our Units.

Changes in environmental regulations or violations of these regulations could be expensive and reduce the Company’s profitability. The Company will be subject to extensive air, water and other environmental laws and regulations. In addition, some of these laws require an ethanol plant to operate under a number of environmental permits. These laws, regulations and permits can often require expensive pollution control equipment or operational changes to limit actual or potential impacts to the

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environment. A violation of these laws and regulations or permit conditions can result in substantial fines, damages, criminal sanctions, permit revocations and/or plant shutdowns. In the future, the Company could be subject to legal actions brought by environmental advocacy groups and other parties for actual or alleged violations of environmental laws or any applicable permits we acquire. Additionally, any changes in environmental laws and regulations, both at the federal and state level, could require the expenditure of considerable resources in order to comply with future environmental regulations. The expense of compliance could be significant enough to reduce the Company’s profitability after it commences operations, and negatively affect our financial condition.

Carbon dioxide may be regulated in the future by the EPA as an air pollutant requiring the Company to obtain additional permits and install additional environmental mitigation equipment, which could adversely affect our financial performance. Ethanol plants produce a significant amount of carbon dioxide. While there are currently no regulations restricting carbon dioxide emissions, the EPA or state environmental regulators where such plant is located could regulate carbon dioxide emissions by ethanol plants. In that case, the Company may have to apply for additional permits or it may be required to install carbon dioxide mitigation equipment or take other as yet unknown steps to comply with these potential regulations. Compliance with any future regulation of carbon dioxide emissions, if imposed, could be costly and may prevent the Company from operating the ethanol plant profitably after it commences operations, which could decrease or eliminate the value of our Units.

The Company may not be able to comply with the Low Carbon Fuel Standard of California or of any other jurisdictions that have adopted, or may adopt, a Low Carbon Fuel Standard. Ethanol plants in the western corn belt depend heavily on sales of ethanol to the California ethanol market, which is the largest fuel market in the United States. However, ethanol sold to California must comply with the California Low Carbon Fuel Standard (“LCFS”), which requires a determination of the carbon intensity per gallon of ethanol delivered to California, including that related to the production of corn, the processing of corn to ethanol, and the transportation of the ethanol to California. The carbon intensity allowed under the LCFS is gradually declining and becoming more burdensome to ethanol producers, and so ethanol plants will have to adopt technologies to reduce the carbon intensity in order to be able to continue to sell and ship ethanol to California. The Company may be forced to adopt expensive technologies to reduce its carbon intensity, thereby increasing its costs of production on ethanol sales to California, or the Company may not be able to meet the LCFS requirements, in which case it may lose the ability to sell ethanol to California and thereby suffer a loss in such sales. In addition, other states and provinces have adopted or are considering adopting laws similar to the California LCFS, which may result in additional markets becoming unavailable or less economically attractive to the Company.

The Company may incur casualty losses that are not covered by insurance, which could negatively impact the value of our Units. We intend to purchase insurance that we believe should adequately cover our losses from certain risks. However, there are risks that we could encounter for which there is no insurance available, or for which insurance is not available on terms that are acceptable to us. If we experience a loss that is not covered by insurance, which loss materially impairs the Company’s ability to operate an ethanol plant, the value of our Units could be reduced or eliminated.

The Company’s future operations could be negatively impacted by natural disasters, severe weather conditions, and other unforeseen plant shutdowns, which can negatively impact its business. After the Company commences operations, its operations could be negatively impacted by events outside of its control, such as natural disasters, severe weather, strikes, train derailments or flooding disrupting train transport, and other unforeseen events that could negatively impact the Company’s operations. If the Company experiences any of these adverse circumstances which negatively impact its operations, it may adversely affect our cash flow and negatively impact the value of our business.

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Risks Associated with Owning Units

Units are an illiquid investment that you should expect to hold for a long period of time. The Operating Agreement imposes limitations on the sale or other disposition of Units by Members designed to, among other things, preserve the partnership tax treatment of the Company. In addition, the Company will not list Units for trading on a national securities exchange or take any other action to create a public trading market for our Units. As a result, it may be difficult for you to sell your Units, even in the event of a financial emergency. If you are able to sell your Units, you may have to sell them at a substantial discount to their full value or the price you pay for them in this offering. It is also unlikely that Units would be accepted as the primary collateral for a loan. Because of the illiquid nature of our Units, you should purchase our Units only as a long-term investment and be prepared to hold them for an indefinite period of time.

Members will have no authority to manage the Company. The Company will be managed by its Board of Directors (the “Board”) and its executive officers. While the Operating Agreement provides that the consent of Members holding a majority of the Units are required for the Company to take certain major actions, Members will generally not have any right to participate in the management and conduct of the business and affairs of the Company. All Members and the Company will be bound by the decisions of the Board and executive officers, even if they disagree with such decisions.

The Company will depend on a few key individuals for its success. The officers and directors of the Company will be responsible for conducting all aspects of the Company’s operations. The departure of one or more of these key management personnel could have a material adverse effect on the ability of the Company to achieve its investment objectives and on the value of the Units. In addition, members of the management team will continue to devote significant amounts of their time to activities not related to Company operations, including the operation of Siouxland Ethanol. To the extent members of the management team are unable to devote their time and energy to the Company’s business, it may have a negative effect on the ability of the Company to achieve its investment objectives.

Members may be liable for certain distributions made to them. As a member in a Nebraska limited liability company, you will generally not be liable for the obligations of the limited liability company solely by reason of being a Member. However, under certain circumstances, Members may be liable to the Company for the amount of cash distributions paid to them under the illegal distribution provisions of the Nebraska Uniform Limited Liability Company Act.

You will be bound by actions taken by the other Members, and because of the restrictions on transfer and lack of dissenters’ rights, you could be forced to hold a substantially changed investment. The Operating Agreement provides that the Company cannot engage in certain transactions or take certain actions, including amending the Operating Agreement, without the approval of the Members owning a majority of the Units. However, if Members holding a majority of the Units approve a transaction or action, then you will also be bound to that transaction or action regardless of whether you agree with the transaction or action. Under the Operating Agreement, you will not have any dissenters’ rights to seek appraisal or payment of the fair value of your Units. Consequently, because there is no public market for the Units, you may be forced to keep a substantially changed investment.

The Company is not registered as an investment company. The Company is not, and is not intended to be, an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and is, therefore, not subject to the provisions thereof that are designed for investor protection. Among the provisions of the 1940 Act that will not apply to the Company and its Members are the following:

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· The Company is not required to provide daily liquidity to Members; and

· The Company is not subject to the 1940 Act’s rules:

· governing the election of directors;

· requiring outside directors;

· concerning conflicts of interest;

· requiring outside directors’ approval of investment advisory agreements;

· forbidding transactions with affiliates; and

· regarding record-keeping and custodianship of assets and cash.

Tax Risks

There are many tax risks associated with an investment in the Company. You should understand that the discussion of tax risks and the discussion under “CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS” do not cover all tax issues and are subject to a number of assumptions and conditions that do not remove tax risks from an investment in the Company. These sections merely reflect the Company’s present judgments on specific tax issues addressed based on assumptions, qualifications and conditions described in this Offering Circular. These opinions and judgments have no binding or legal effect of any kind. The Internal Revenue Service (the “IRS”) may take a position contrary to the Company’s opinions, and if the matter is litigated a court could reach a position contrary to the Company’s opinions. The discussion in this Offering Circular concerning tax risks and tax consequences is a summary and is not intended as a substitute for careful tax planning. Tax matters concerning the Company are complex and subject to varying interpretations. The effect of tax laws may vary with the particular circumstances of each Member. YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY BEFORE DECIDING TO PURCHASE UNITS.

There is no assurance that the Company will be taxed as a partnership. The Company believes that it will be taxed as a partnership for federal income tax purposes and, accordingly, should not be subject to entity level income tax. However, that belief is subject to a number of conditions, none of which is binding on the IRS. If it is determined, for federal income tax purposes, that the Company is not to be taxed as a partnership, virtually all of the tax consequences considered in this Offering Circular would not be available or applicable to you.

Your tax liability from your allocated share of the Company’s taxable income may exceed any cash distributions you receive, which means that you may have to satisfy this tax liability out of your personal funds. Because the Company is expected to be treated as a partnership for federal income tax purposes, all of its profits and losses will “pass through” to the Members. Each Member must report its distributive share of the Company’s taxable income for federal and state income tax purposes. The taxable income of the Company allocated to you and your corresponding tax liability could exceed the amount of cash distributions you receive from the Company. This may occur because of various factors, including, but not limited to, accounting methodology, the specific tax rates applicable to you, and a decision by the Board to apply Company cash to purposes other than distributions to the Members during a particular period. It is possible that you may not receive distributions sufficient to pay the tax liability attributed to you and, therefore, you may be forced to pay tax liabilities out of your own personal funds.

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The IRS could challenge allocations of profit and loss. The Company believes that items of income, gain, loss, deduction and credit should be allocated among the Members in accordance with the allocation provisions of the Operating Agreement. However, it is possible that the IRS could successfully challenge the allocations in the Operating Agreement and reallocate items of income, gain, loss, deduction and credit in a manner that would reduce anticipated tax benefits. The tax rules related to allocation of items of taxable gain and loss are complex. The determination of whether the allocations provided for in the Operating Agreement will be respected depends on circumstances in the future, which we cannot predict or control, such as future legislation, additional actions by the IRS or judicial decisions that change or modify existing law. If the IRS were to successfully challenge the Company’s tax allocations, Members could be required to report greater taxable income or less taxable loss, file amended returns and pay more tax with penalties and interest.

Any audit of the Company’s tax returns resulting in adjustments could cause the IRS to audit your tax returns, which could result in additional tax liability to you. The Company may take positions in determining taxable income that requires the exercise of subjective personal judgment or as to which there is a conflict of authority. The IRS may audit the Company’s tax returns and disagree with the tax positions that the Company takes on its returns, and that audit may result in adjustments to various items and the allocation thereof among the Members. In addition, under new partnership audit procedures, the IRS may assess tax deficiencies resulting from audits directly against the Company. The IRS could successfully challenge the allocations set forth in the Operating Agreement and reallocate items of income, gains, losses, deductions or credits in a manner that adversely affects the Members. In the event of any such adjustment, the Members could incur additional tax liability and costs of representation. An audit of the Company could trigger a separate audit of each Member’s individual income tax return, especially if adjustments are required, which might extend to an examination of items not related to the Company. This could result in an assessment of penalties and incurrence of legal expenses by the Company or the Members in contesting any audit. This could also result in adjustments on your personal tax return and in additional tax liabilities, penalties and interest to you.

Unrelated Business Taxable Income. Income derived from an investment in Units may constitute unrelated business taxable income (“UBTI”) to tax-qualified plans, including IRAs and 401(k) plans, and to other tax-exempt organizations. Members subject to ERISA or which are tax-exempt are strongly urged to consult with their legal, financial and tax advisors before purchasing Units in the Company. If you incur acquisition indebtedness to purchase Units, a portion of the Company’s income will be deemed UBTI and will be taxable to some qualified plans and tax-exempt entities.

Disallowance of Deductions for Fees and Expenses. Disallowance by the IRS of any material portion of the fees and expenses payable by the Company (including fees and expenses paid to affiliates of the Company) would result in an increase in the taxable income of the Company allocable to Members with no associated increase in net cash from operations. Since the appropriate classification of fees and expenses paid by the Company into proper categories and the determination of whether certain fees and expenses are ordinary and necessary and reasonable in amount depends upon facts relating to and existing at the times the services are to be rendered, it is impossible to predict the probable outcome if the IRS were to challenge the deductibility or timing of deduction or amortization of those fees and expenses.

Classification of the Company as a “tax shelter” could result in increased penalties for understatement of tax. Code Section 6662 provides that a 20% penalty is imposed on any portion of an underpayment of tax attributable to a “substantial understatement of income tax” due to a reporting position for which the taxpayer had no substantial authority. If the Company is classified as a “tax shelter,” the taxpayer must also reasonably believe that the income tax treatment was more likely than not proper in order to avoid the 20% penalty.

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Future legislative or regulatory action may adversely impact the Company and your investment. Federal income tax law and regulations are constantly under review by Congress, the Department of the Treasury and the IRS. New legislation or administrative or judicial action could significantly change the income tax aspects of an investment in the Units and these changes may have a material adverse effect on the economic benefits of owning Units or the value of the Units or otherwise have material adverse tax consequences for the Company or the Members. For example, H.R. 1, informally titled the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law on December 22, 2017 and made major changes to federal income tax law that may affect the Company and its Members. Changes in tax law or the interpretation of existing tax laws can be applied retroactively with respect to transactions entered into or contemplated before the effective date of such change. Each offeree, prior to purchasing Units, should consult with his, her or its own tax advisor to determine the effect of the Tax Act or other changes in tax law on such offeree in light of his, her or its individual facts and circumstances.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that involve known and unknown risks and uncertainties and relate to future events, our future financial performance, or our expected future operations and actions. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “future,” “intend,” “could,” “hope,” “predict,” “target,” “potential,” or “continue” or variations of these terms, the negative of these terms or other similar expressions. These forward-looking statements are only our predictions based on current information and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the reasons described herein. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include without limitation:

· Reductions in the corn-based ethanol use requirement in the RFS;

· Lower oil and gasoline prices which result in lower ethanol prices;

· Negative operating margins which result from lower ethanol prices;

· Lower ethanol prices which result from the Chinese and Brazilian tariffs or otherwise;

· Lower distiller grains prices which result from the Chinese anti-dumping and anti-subsidy duties or otherwise;

· Changes in the availability and price volatility of corn and natural gas;

· Decreases in the market price of ethanol, distiller grains and corn oil;

· Changes in economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;

· Our ability to satisfy the financial covenants that may be contained in any loan or credit agreements;

· Changes in interest rates or the lack of credit availability;

· Our ability to generate sufficient liquidity to fund our operations, any applicable debt service requirements and capital expenditures;

· The results of any hedging transactions and other risk management strategies in which we may engage;

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· Changes in plant production capacity or technical difficulties in operating an ethanol plant;

· Changes in environmental regulations or in the ability to comply with the environmental regulations that apply to any future plant site and related operations;

· Changes in or the elimination of federal and/or state laws having an impact on the ethanol industry;

· Overcapacity within the ethanol industry;

· Lack of transport, storage and blending infrastructure preventing proposed products from reaching high demand markets;

· Changes and advances in ethanol production technology that may make it more difficult to compete with other ethanol plants utilizing such technology;

· Our reliance on key management personnel; and

· Competition in the ethanol industry from alternative fuels.

We undertake no duty to update the forward-looking statements contained in this Offering Circular, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this Offering Circular. You should read this Offering Circular and the documents that we reference herein and have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

DILUTION

All Units issued in this offering, including any Units issued to Siouxland Ethanol or any officer, director, promotor or other affiliate of the Company, will be sold at the same price per Unit of $10,000.

The Company is authorized under its Operating Agreement to issue any number of Units in addition to those offered in this offering upon such terms and conditions, and at such prices, as the Board shall determine, which may be less than the $10,000 per Unit price used for this offering. Members of the Company at the time of any such future issuance of Units (including purchasers of Units in this offering) will not have any preemptive or other rights to purchase any Units issued in the future by the Company.

PLAN OF DISTRIBUTION

We are offering a total of 5,000 Units representing limited liability company interests in the Company at a set offering price of $10,000 per Unit. We are initially offering the Units to the current Members of Siouxland Ethanol and Siouxland Ethanol itself, however, we may offer Units to other potential investors if the current Members of Siouxland Ethanol and Siouxland Ethanol do not fully subscribe for all 5,000 Units being offered.

The Units are being offered directly by the Company through its directors and officers without the use of any broker-dealers, placement agents or other third parties. Accordingly, no commissions or placement fees will be paid to any person in connection with this offering. In offering the Units on our behalf, our directors and officers will rely on the safe harbor exemption from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. The offering is being

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conducted on a “best-efforts” basis, which means the Company will use commercially reasonable efforts to offer and sell the Units, but there is no assurance that any Units will be sold. The Company reserves the right to engage one or more placement agents in connection with the Offering and will supplement this Offering Circular in that event.

In order to invest, subscribers for Units must complete and return a Subscription Agreement in the form provided by the Company along with a check for the full subscription price of their Units. We may accept or reject subscriptions in our sole discretion for any reason.

The minimum subscription by any investor is two Units ($20,000), and subscriptions in excess of the minimum must be made in increments of one Unit, unless we decide to accept a subscription in a different amount, but no subscriptions for fractional Units will be accepted. Any subscription may be accepted by us in whole or in part, in our sole discretion. Subscriptions will be held in escrow with a bank and may not be released to the Company unless we have received and accepted subscriptions from investors other than Siouxland Ethanol for at least 1,500 Units ($15,000,000) (the “Minimum Offering”) on or before April 1, 2020 and have satisfied the Funding Milestones. If the Minimum Offering is not achieved by that date, the offering will terminate and all subscriptions will be refunded to subscribers without deduction or interest. If the Minimum Offering is achieved by such date, Units will be issued to subscribers in one or more closings scheduled by the Company on or after the date the Minimum Offering has been achieved, and the offering may continue until the earlier of July 1, 2020 (which date may be extended at our option) or the date when all 5,000 Units have been sold. However, the proceeds from this offering will continue to be held in escrow until the Funding Milestones have been achieved.

Siouxland Ethanol, as the initial Member of the Company, has committed to purchase not less than 1,000 Units ($10,000,000) as part of this offering on the same terms as other investors if the Minimum Offering has been achieved. However, any Units sold to Siouxland Ethanol will not be counted toward the achievement of the Minimum Offering. In addition, if subscriptions are received from subscribers other than Siouxland Ethanol for more than 4,000 Units ($40,000,000), Siouxland Ethanol may reduce the number of Units purchased by it so that a portion of such Units will be available for issuance to such unaffiliated subscribers.

Units may be purchased by anyone. However, the number of Units that may be purchased by an individual investor who does not qualify as an “accredited investor” (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended) will be limited to an amount not more than 10% of the greater of such investor’s annual income or such investor’s net worth. We will only accept subscriptions from either (i) a “benefit plan investor,” as defined under Department of Labor regulations (29 C.F.R. § 2510.3-101(f)(2)), or (ii) an “employee benefit plan,” as defined in Section 3(3) of ERISA, if, in the opinion of the Company’s legal counsel, the acceptance of such subscriptions will not cause the Company’s assets to be treated as “plan assets” for purposes of ERISA.

In no event will Units be sold to more than 1,999 investors or to more than 499 investors who do not qualify as accredited investors.

The costs and expenses of organizing the Company and conducting this offering, including legal, accounting and third-party expenses, are being paid as incurred by Siouxland Ethanol as the initial Member. The Company will not be obligated to reimburse Siouxland Ethanol for these organizational and offering expenses from the proceeds of this offering.

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USE OF PROCEEDS

The total proceeds of this offering, including the entire amount received from Siouxland Ethanol through its commitment to purchase at least 1,000 Units ($10,000,000) if the Minimum Offering is achieved, will range from $25,000,000 to $50,000,000. Even if the Minimum Offering is achieved, the proceeds of this offering may not be released to the Company from escrow unless and until (i) an ethanol plant meeting our investment criteria has been identified, (ii) we have entered into a definitive agreement to purchase the assets of such ethanol plant, and (iii) we have entered into binding commitments from additional equity investors and/or lenders to provide the additional capital needed to purchase the identified ethanol plant pursuant to such definitive agreement and provide the Company’s initial working capital (the “Funding Milestones”). Until that time, the net proceeds of the offering will be held by the escrow agent and invested on behalf of the Company in money-market funds or other short-term liquid securities. If we do not achieve the Funding Milestones by December 31, 2020, the full subscription price of Units will be returned by the escrow agent to investors and the Company will be dissolved. If additional equity capital is required beyond the total proceeds from this offering, we may seek to form a joint venture with another party to purchase the targeted ethanol plant, in which case the Funding Milestones will be deemed to be met if the combined capital available to such joint venture is sufficient to purchase the identified ethanol plant pursuant to such definitive agreement and provide the joint venture’s initial working capital. In that case, the Company would contribute the proceeds of this offering to the capital of such joint venture, but in all cases the Company would be the majority member of any such joint venture arrangement.

If we achieve the Funding Milestones, we expect to apply the entire amount raised in this offering to the payment of a portion of the purchase price of the ethanol plant assets pursuant to the terms of such definitive purchase agreement. Any remaining portion of the purchase price for the ethanol plant assets along with the Company’s initial working capital will be provided by the debt or additional equity financing that the Company (or a joint venture) has obtained in order to satisfy the Funding Milestones.

Accordingly, we expect to use the proceeds of this offering to be applied as follows:

	Amount of Minimum Offering		Amount of Maximum Offering		Percentage
Purchase of an ethanol plant	$	25,000,000	$	50,000,000	100	%
Capital improvements	$	0	$	0	0	%
Working capital	$	0	$	0	0	%
Offering and Organizational Expense	$	0	$	0	0	%
Total:	$	25,000,000	$	50,000,000	100	%

The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category to another, and we will have broad discretion in doing so. Pending these uses, the net proceeds of the offering will be invested by the Company in money-market funds or other short-term liquid securities.

If we do not close on a purchase of an ethanol plant by July 1, 2021, the Company will be dissolved and all funds remaining after payment of the liabilities and expenses incurred by the Company will be returned to investors on a pro rata basis.

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DESCRIPTION OF THE BUSINESS

The Company has been formed by Siouxland Ethanol to purchase the assets of, own, upgrade and operate an existing corn ethanol plant in the United States, which is expected to process corn into denatured fuel grade ethanol, distiller grains and corn oil. We believe the fastest and most cost-effective way to commence our business operations is to purchase the assets of an existing ethanol plant rather than building a new ethanol plant. We have established the following criteria for an existing ethanol plant to be acquired by the Company:

· Minimum 50 million gallons per year (“GPY”) operating capacity plant utilizing technology developed by ICM, Inc. (“ICM”);

· Rail access at the plant location; and

· Located in Iowa, Illinois, Nebraska, Minnesota, Indiana, or South Dakota, which are the top six corn-producing states.

We believe there are opportunities to purchase an existing corn ethanol facility that meets the above criteria, but which is currently operating at low or negative margins, at an attractive price, and then introduce the management techniques and capital upgrades at the plant that have been incorporated by the management team at Siouxland Ethanol, which have allowed that company’s plant to be a low-cost producer of ethanol that is able to operate profitably in the current economic environment for ethanol. The goal of this investment strategy is to deliver an average annual return on investment to investors in the Company that are in the range of 15% to 20% of their invested capital over a ten-year period.

Industry Economics

The U.S. ethanol industry produced approximately 16.1 billion gallons of ethanol in 2018 and has averaged more than 13.0 billion gallons of ethanol each year since 2010. This ethanol is sold in both domestic and export markets. In general, ethanol is marketed as a motor fuel and is sold to blenders that combine ethanol with gasoline in various concentrations. In the United States, the amount of ethanol sold to blenders is largely a function of the RFS’s annual blending requirements established by the EPA and the discretionary blending that results from the price spread between gasoline and ethanol. Almost all the gasoline in the United States contains 10% ethanol. The nationwide blend percentage is slightly higher than 10% because of the incremental gallons sold as either E85, a mixture of ethanol and gasoline containing up to 85% ethanol, or Unleaded 88, a mixture of 15% ethanol and 85% gasoline. Some states, like California and Oregon, have their own fuel regulations that require transportation fuels to meet certain carbon reduction attributes. These additional state-by-state regulations can have both positive and negative impacts on driving future demand for corn-based ethanol blending.

Total demand for U.S.-produced ethanol in 2018 was approximately 16.0 billion gallons, of which approximately 14.5 billion gallons was for domestic markets and the remaining 1.5 billion gallons was sold in export markets, including Brazil and Canada. Domestic demand for ethanol during 2019 has declined slightly and export demand for ethanol is lagging 2018 by the equivalent of 300 million gallons on an annualized basis. As a result, total demand for U.S.-produced ethanol in 2019 is predicted to be approximately 15.7 billion gallons, which is down year over year. Although future demand for U.S.-based ethanol will be affected by a number of factors, including government actions, petroleum prices and overall demand for motor fuels, it is generally expected that overall demand for U.S.-based ethanol will be less than the total amount of ethanol that can be produced by currently operating plants. In addition, existing plants continue to add incremental capacity and a small number of new plants are being constructed, which may further contribute to an oversupply of U.S.-produced ethanol, at least in the near

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term. This persistent oversupply situation is expected to continue to put negative pressure on ethanol prices and operating margins for domestic ethanol producers.

The Opportunity

Despite the current economic climate for the U.S. ethanol industry, we believe these conditions have created an opportunity to purchase a corn ethanol plant meeting our investment criteria from an operator that may not be operating its plant in an efficient manner. We also believe we can purchase a plant at a price that is significantly below the price for a newly constructed plant. While all ethanol plants process corn to make a ubiquitous gallon of ethanol, the cost of production and the net value of the finished products at a plant are all very different. The disparities often total up to a $0.30 per gallon variance in earnings per gallon. To put this into perspective, Siouxland Ethanol’s average net income over its operating life has been approximately $0.19 per gallon, so a variance between industry peers of $0.30 per gallon would significantly affect whether a plant can operate profitably or not, especially under currently existing market conditions. As the oversupply in the industry continues to put pressure on operating margins, we think there will be a number of producers who are not operating efficiently who could be looking to exit the market or take other steps to reduce capacity.

While there can be no assurance that we will be able to identify and purchase an ethanol plant meeting our investment criteria at a price per gallon of existing capacity that we would consider necessary to achieve the Company’s investment goals, we do believe that plants are being sold, and would be available, at prices that would be consistent with our investment thesis. For example, in June 2015, Cenex Harvest States purchased an ICM technology plant located near Annawan, Illinois for approximately $1.40 per gallon. In October 2018, Green Plains Renewable Energy sold a combination of ICM and non-ICM ethanol plants to Valero at a cost of $1.07 per gallon of nameplate capacity. In August 2019, Advanced Bioenergy sold one ICM plant and one non-ICM ethanol plant to Glacial Lakes Energy at a cost of $0.58 per gallon. These prices compare favorably to the $1.65 per gallon budgeted costs of the most recently constructed ICM ethanol plant that was built in Onida, South Dakota in 2018.

If we can purchase a corn ethanol plant on reasonable terms, our plan is to introduce the management techniques and capital upgrades at the plant that have been incorporated by the management team at Siouxland Ethanol. Siouxland Ethanol began producing ethanol at its Jackson, Nebraska plant in May 2007. Starting with an ICM-designed plant with a 50 million GPY nameplate capacity, management of Siouxland Ethanol have made numerous capital improvements to the plant so that it now produces approximately 95 million GPY. Siouxland Ethanol added corn storage, fermenters, a new cooling tower, additional sieve bottles, additional centrifuges, corn oil extraction equipment, a first of its kind energy recovery system, and applied multiple other proprietary methods of operational management to deliver these additional gallons at a capital cost of approximately $0.70 per gallon. These capital improvements, along with good management, have allowed Siouxland Ethanol to operate profitably in all but one year since 2007. Despite operating in a market with a persistent oversupply of ethanol, Siouxland Ethanol has realized about $129,500,000 of net income from inception through 2018 on invested equity of about $36,900,000, resulting in an average annual return on original investment of 27.0% for the past 13 years. Since inception, Siouxland Ethanol has distributed almost $102,000,000 of cash and tax credits to its Members on units that were purchased in 2006 for $10,000 per unit. This pretax cash return on the original equity investment equates to approximately 21.3% each year over the 13-year time period. In addition, as of August 31, 2019 units of Siouxland Ethanol trade on our internal bulletin board at values in excess of $25,000 per unit on a limited volume basis. While there is no assurance that the Company will achieve returns on its invested capital that have been achieved to date by Siouxland Ethanol, the Company believes that the opportunity to do so exists in the current U.S. ethanol industry.

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Plant Selection

Factors affecting the potential attractiveness of an existing ethanol plant that otherwise meets the investment criteria set forth above include the age of the plant, whether the plant has been properly maintained, proximity to corn supplies and markets for distiller grains and other co-products of ethanol production, and transportation infrastructure available to the plant. In addition, U.S. corn-based ethanol plants incorporate different designs and technology that affect their overall operating efficiency and costs. We believe that plants that incorporate ICM’s proprietary designs and technology, such as at Siouxland Ethanol’s plant in Jackson, Nebraska, are some of the best available in the industry for producing ethanol at the lowest cost per gallon.

Principal Products

The principal products that we intend to produce are ethanol, distiller grains and corn oil.

Ethanol

Ethanol is ethyl alcohol, a fuel component made primarily from corn and various other grains. Ethanol is primarily used as: (i) an octane enhancer in fuels; (ii) an oxygenated fuel additive for the purpose of reducing ozone and carbon monoxide vehicle emissions; and (iii) a non-petroleum-based gasoline substitute. Ethanol produced in the United States is primarily used for blending with unleaded gasoline and other fuel products. Ethanol blended fuel is typically designated in the marketplace according to the percentage of the fuel that is ethanol, with the most common fuel blend being E10, which includes 10% ethanol. The EPA has approved the use of gasoline blends that contain 15% ethanol, or E15, for use in all vehicles manufactured in model year 2001 and later. In addition, flexible fuel vehicles can use gasoline blends that contain up to 85% ethanol called E85.

The ethanol plant is expected to use corn as the feedstock in the ethanol production process. A corn-based ethanol plant is essentially a fermentation plant. Ground corn and water are mixed with enzymes and yeast to produce a substance called “beer,” which contains approximately 15% alcohol, 11% solids and 74% water. The beer is boiled to separate the water, resulting in ethyl alcohol, which is then dehydrated to increase the alcohol content. This product is then mixed with a certified denaturant, such as gasoline, to make the product unfit for human consumption which allows it to be sold commercially.

Distiller Grains

The principal co-product of the ethanol production process is distiller grains, a high protein, high-energy animal feed supplement primarily marketed to the dairy and beef industry. We expect to produce up to three forms of distiller grains: Wet Distiller Grains (“WDG”), Modified/Wet Distiller Grains (“MWDG”) and Distiller Dried Grains with Solubles (“DDGS”). WDG is processed corn mash directly from the plant and exists at approximately 67% moisture. WDG has a shelf life of approximately three days and is sold to markets near the ethanol plant that produced it. MWDG is processed corn mash that has been dried to approximately 50% moisture. MWDG has a shelf life of approximately seven days and is often sold to markets near the ethanol plant that produced it. DDGS is processed corn mash that has been dried to approximately 10% moisture. It has a longer shelf life and may be sold and shipped to any market, regardless of its proximity to the ethanol plant that produced it.

Corn Oil

The corn oil extraction equipment would allow us to remove some of the corn oil contained in its distiller grains and sell the corn oil separately. The corn oil that we expect to be capable of producing

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will not be food grade corn-oil and so it will not be usable for human consumption. The primary uses of the corn oil that we expect to produce will be for animal feed, industrial uses and biodiesel production.

Principal Product Markets

Ethanol

The primary target market for our ethanol will be the domestic fuel blending market. However, in recent years the United States has experienced increased ethanol exports. This increase in ethanol exports follows a conscious effort by the United States ethanol industry to expand ethanol exports along with lower ethanol prices which encourage exports. During 2018, exports of ethanol have increased with the top destinations being Canada, Brazil, India, China, South Korea, the Philippines and Peru. However, ethanol export demand is more unpredictable than domestic demand and tends to fluctuate throughout the year as it is subject to monetary and political forces in other nations. As an example of this, the recent imposition of a tariff on imported ethanol by Brazil and increased tariffs implemented by China have created uncertainty as to the viability of these markets for ethanol produced in the United States and may require United States producers to seek out other markets for their products. The trade actions taken by other countries are unpredictable and can have a significant impact on domestic demand and prices as excess ethanol supply can significantly reduce domestic ethanol prices. Producers continue to look for new export markets in order to diversify demand for ethanol.

Ethanol is generally blended with gasoline before it is sold to the end consumer. Therefore, the primary purchasers of ethanol are fuel blending companies who mix the ethanol produced with gasoline.

Distiller Grains

Distiller grains are primarily used as animal feed. Distiller grains are typically fed to animals instead of other traditional animal feeds such as corn and soybean meal. Distiller grains exports have increased in recent years as distiller grains have become a more accepted animal feed. During 2018, the largest importers of United States distiller grains were Mexico, Turkey, South Korea, Thailand, China and Canada. Distiller grains demand has continued to be impacted by Chinese tariffs on distiller grains. In recent years, China was the largest export market for United States distiller grains. However, due to continuing trade tensions between the United States and China, management does not believe China will significantly increase its demand for distiller grains in the near term, which could impact profitability in the ethanol industry during 2019 and beyond.

Corn Oil

The primary markets for corn oil are the industrial chemicals market, animal feeding market and the biodiesel production market. Corn oil demand was relatively stable during 2018. However, additional corn oil supply has continued to enter the market as the production capacity of the United States ethanol industry has expanded, which has negatively impacted corn oil prices. The market for corn oil is expected to continue to shift as changes in supply and demand of corn oil interact. We expect the corn oil to be primarily marketed in the United States, and significant exports of corn oil are not expected to occur in the near future.

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Competition

Ethanol

We will be in direct competition with numerous ethanol producers in the sale of our products and with respect to raw material purchases related to those products. Many of the ethanol producers that we expect to compete with are expected to have greater resources than ours. While management believes we will be a lower cost producer of ethanol, larger ethanol producers may be able to take advantage of economies of scale due to their larger size and increased bargaining power with both ethanol, distiller grains and corn oil customers as well as raw material suppliers. As of January 1, 2019, the Energy Information Administration estimates that there are 213 ethanol production facilities in the United States with capacity to produce approximately 16.9 billion gallons of ethanol per year. According to RFA estimates, approximately 6% of the ethanol production capacity in the United States was not operating as of September 30, 2019.

While the U.S. ethanol industry is characterized by a large number of small producers, such as Siouxland Ethanol, there are several larger producers that are capable of producing significantly more ethanol than the Company will be able to produce. The following table identifies the largest ethanol producers in the United States along with their production capacities.

U.S. FUEL ETHANOL PRODUCTION CAPACITY

BY TOP PRODUCERS*

Producers of Approximately

700 million GPY (MGPY) or more

Company	Current Capacity (MGPY)	Percent of Market
Archer Daniels Midland	1,716	10.3	%
POET Biorefining	1,711	10.3	%
Valero Renewable Fuels	1,697	10.2	%
Green Plains Renewable Energy	1,111	6.7	%
Flint Hills Resources	840	5.1	%

*Updated as of October 10, 2019

The products that we will produce are commodities. Since such products are commodities, there are typically no significant differences between the products we will produce and the products of our competitors that would allow us to distinguish our products in the market. As a result, competition in the ethanol industry is primarily based on price and consistent quality.

Ethanol producers have experienced increased competition from oil companies that have purchased ethanol production facilities. These oil companies are required to blend a certain amount of ethanol each year. Therefore, the oil companies may be able to operate their ethanol production facilities at times when it is unprofitable for producers to operate their ethanol plants. Further, some ethanol producers own multiple ethanol plants which may allow them to compete more effectively by providing them flexibility to run certain production facilities while they have other facilities shut down. Finally,

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some ethanol producers that own ethanol plants in different areas of the United States may spread the risk they encounter related to feedstock prices due to localized corn shortages or poor growing conditions.

Ethanol producers anticipate increased competition from renewable fuels that do not use corn as the feedstock. Many of the current ethanol production incentives are designed to encourage the production of renewable fuels using raw materials other than corn. One type of ethanol production feedstock that is being explored is cellulose. Cellulose is the main component of plant cell walls and is the most common organic compound on earth. Cellulose is found in wood chips, corn stalks, rice straw, amongst other common plants. Cellulosic ethanol is ethanol produced from cellulose. There are several commercial scale cellulosic ethanol production facilities either in production or in the construction phase. If this technology can be profitably employed on a commercial scale, it could potentially lead to ethanol that is less expensive to produce than corn based ethanol, especially when corn prices are high. Cellulosic ethanol may also capture more government subsidies and assistance than corn based ethanol. This could decrease demand for any product we might produce or result in competitive disadvantages for our ethanol production process.

A number of automotive, industrial and power generation manufacturers are developing alternative clean power systems using fuel cells, plug-in hybrids, electric cars or clean burning gaseous fuels. Electric car technology has grown in popularity, especially in urban areas. While there are currently a limited number of vehicle recharging stations, making electric cars not feasible for all consumers, there has been increased focus on developing these recharging stations to make electric car technology more widely available. These efforts have resulted in increased market share enjoyed by electric cars. Additional competition from these other sources of alternative energy, particularly in the automobile market, could reduce the demand for ethanol, which would negatively impact our profitability.

Competition among ethanol producers may continue to increase as gasoline demand decreases due to more fuel efficient vehicles being produced. If the concentration of ethanol used in most gasoline does not increase and gasoline demand is lower due to increased fuel efficiency by the vehicles operated in the United States, competition may increase among ethanol producers to supply the ethanol market.

Distiller Grains

Any ethanol plant we purchase is expected to compete with other ethanol producers in the production and sales of distiller grains. Distiller grains are primarily used as an animal feed supplement to replace corn and soybean meal. As a result, we believe that distiller grains prices are positively impacted by increases in corn and soybean prices. In addition, in recent years the United States ethanol industry has increased exports of distiller grains, which management believes has positively impacted demand and prices for distiller grains in the United States. In the event these distiller grains exports decrease, including as a result of the Chinese tariffs that have significantly reduced export demand for distiller grains, it could lead to an oversupply of distiller grains in the United States. An oversupply of distiller grains could result in increased competition among ethanol producers for sales of distiller grains, which could negatively impact market distiller grains prices in the United States.

Corn Oil

We expect to compete with many ethanol producers for the sale of corn oil. Many ethanol producers have installed the equipment necessary to separate corn oil from the distiller grains they produce, which has increased competition for corn oil sales and has resulted in lower market prices for corn oil. Competition for corn oil sales has increased with the expiration of the biodiesel blenders’ credit at the end of 2016, which limits the market for corn oil sales due to anticipated lower biodiesel

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production. The biodiesel blenders’ credit was passed retroactively for 2017 but was not authorized for 2018, which impacted corn oil prices during 2018. The biodiesel blenders’ tax credit has not been extended for 2019 but the industry is pressing Congress to approve an extension of the tax credit.

Sources and Availability of Raw Materials

Corn Supply

The major raw material required to produce ethanol, distiller grains and corn oil at an ethanol plant will be corn. We anticipate that we will require approximately 16 to 50 million bushels of corn per year to produce approximately 50 to 150 million gallons of ethanol per year. We expect to buy as much corn as possible from local grain elevators and farmers. Our commodities manager will be responsible for purchasing corn for our operations, scheduling corn deliveries and establishing hedging positions to protect the price we will pay for corn.

During 2018, the United States harvested a large corn crop, albeit a smaller crop than was harvested in 2016 and 2017. In recent years, ethanol producers have experienced favorable corn crops, which have resulted in significant corn carryover that has kept corn prices low. Management anticipates that corn prices will remain low during 2019 and 2020. However, if we experience unfavorable weather conditions, either throughout the United States or more locally in the corn area that serves any plant we may purchase, we may experience higher corn prices and increased corn price volatility. Further, farmers may choose to plant less corn due to lower corn prices, which could also increase corn prices moving forward.

Commodities Account/Risk Management

The effectiveness of our risk management strategy will be dependent on the cost of corn and our ability to sell sufficient ethanol to use all of the corn for which futures contracts will be in place. Our risk management activities may not be successful in reducing the risk caused by price fluctuation, which may leave us vulnerable to high corn prices.

Seasonality of Sales

Ethanol producers experience some seasonality of demand for ethanol, distiller grains and corn oil. Since ethanol is predominantly blended with gasoline for use in automobiles, ethanol demand tends to shift in relation to gasoline demand. As a result, producers experience some seasonality of demand for ethanol in the summer months related to increased driving and, as a result, increased gasoline demand. In addition, producers experience some increased ethanol demand during holiday seasons related to increased gasoline demand. Producers also experience decreased distiller grains demand during the summer months due to natural depletion in the size of herds at cattle feed lots and when the animals are turned out to pasture or are slaughtered. Further, some seasonality of demand for corn oil is expected since a major corn oil user is the biodiesel industry, which typically reduces production during the winter months.

Patents, Trademarks, Licenses, Franchises and Concessions

We do not expect to hold any patents, trademarks, franchises or concessions. We expect to obtain a perpetual and royalty-free license from ICM to use certain ethanol production technology necessary to operate the ethanol plant we purchase. The license from ICM is expected to be included in the assets received in connection with a purchase of any ethanol plant and will not require any separate payment to ICM in connection with the transfer of the license to us.

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Federal Ethanol Supports and Governmental Regulation

Federal Ethanol Supports

The ethanol industry is dependent on the Federal Renewable Fuels Standard, or RFS. The RFS requires that in each year, a certain amount of renewable fuels must be used in the United States. The RFS is a national program that does not require that any renewable fuels be used in any particular area or state, allowing refiners to use renewable fuel blends in those areas where it is most cost-effective. The RFS statutory volume requirement increases incrementally each year until the United States is required to use 36 billion gallons of renewable fuels by 2022. Starting in 2009, the RFS required that a portion of the RFS must be met by certain “advanced” renewable fuels. These advanced renewable fuels include ethanol that is not made from corn, such as cellulosic ethanol and biomass based biodiesel. The use of these advanced renewable fuels increases each year as a percentage of the total renewable fuels required to be used in the United States.

The EPA has the authority to waive the RFS statutory volume requirement, in whole or in part, provided one of the following two conditions have been met: (i) there is inadequate domestic renewable fuel supply; or (ii) implementation of the requirement would severely harm the economy or environment of a state, region or the United States. Annually, the EPA is supposed to pass a rule that establishes the number of gallons of different types of renewable fuels that must be used in the United States, which is called the renewable volume obligations (“RVO”). In recent years, the EPA has reduced the RVO under the RFS, which has negatively impacted demand for ethanol. The RFS’s statutory RVO and the EPA’s RVO (each in billions of gallons) are as follows:

Year	RVO Type	Total Renewable Volume Obligation	Total Renewable Volume Obligation For Corn-based Ethanol
2014	Statutory	18.15	14.40
2014	EPA Rule	16.28	13.61
2015	Statutory	20.50	15.00
2015	EPA Rule	16.93	14.05
2016	Statutory	22.25	15.00
2016	EPA Rule	18.11	14.50
2017	Statutory	24.00	15.00
2017	EPA Rule	19.28	15.00
2018	Statutory	26.00	15.00
2018	EPA Rule	19.29	15.00
2019	Statutory	28.00	15.00
2019	EPA Rule	19.92	15.00

In February 2010, the EPA issued new regulations governing the RFS. These new regulations are called “RFS2”. The most controversial part of RFS2 involves what is commonly referred to as the lifecycle analysis of greenhouse gas emissions. Specifically, the EPA adopted rules to determine which renewable fuels provided sufficient reductions in greenhouse gases, compared to conventional gasoline, in order to qualify under the RFS program. RFS2 establishes a tiered approach, where regular renewable fuels are required to accomplish a 20% greenhouse gas reduction compared to gasoline, while advanced biofuels and biomass-based biodiesel must accomplish a 50% reduction in greenhouse gases, and cellulosic biofuels must accomplish a 60% reduction in greenhouse gases. Any fuels that fail to meet the applicable standard cannot be used by fuel blenders to satisfy their obligations under the RFS program. The scientific method of calculating these greenhouse gas reductions has been a contentious issue. Many in the ethanol industry were concerned that corn-based ethanol would not meet the 20% greenhouse gas

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reduction requirement based on certain parts of the environmental impact model that many in the ethanol industry believed was scientifically suspect. However, RFS2 as adopted by the EPA provides that corn-based ethanol from modern ethanol production processes does meet the definition of a renewable fuel under the RFS program. Certain ethanol plants were grandfathered into the RFS due to the fact that they were constructed prior to the effective date of the lifecycle greenhouse gas requirement and they are not required to prove compliance with the lifecycle greenhouse gas reductions. Many in the ethanol industry are concerned that certain provisions of RFS2 as adopted may disproportionately benefit ethanol produced from sugar cane, which could make sugar cane-based ethanol, which is primarily produced in Brazil, more competitive in the United States ethanol market. If this were to occur, it could reduce demand for the ethanol that we intend to produce.

Most ethanol that is used in the United States is sold in a blend called E10. E10 is a blend of 10% ethanol and 90% gasoline. E10 is approved for use in all standard vehicles. Estimates indicate that gasoline demand in the United States is approximately 143 billion GPY. Assuming that all gasoline in the United States is blended at a rate of 10% ethanol and 90% gasoline, the maximum domestic demand for ethanol is 14.3 billion GPY. This is commonly referred to as the “blend wall,” which represents a theoretical limit where more ethanol cannot be blended into the national gasoline pool. This is a theoretical limit because it is believed that it would not be possible to blend ethanol into every gallon of gasoline that is being used in the United States and it discounts the use of higher percentage blends such as E15 or E85. These higher percentage blends may lead to additional ethanol demand if they become more widely available and accepted by the market.

Many in the ethanol industry believe that it will be impossible to meet the RFS requirement in future years without an increase in the percentage of ethanol that can be blended with gasoline for use in standard (non-flex fuel) vehicles. The EPA has approved the use of E15, gasoline which is blended at a rate of 15% ethanol and 85% gasoline, in vehicles manufactured in the model year 2001 and later. However, there are still hurdles that need to be addressed in some states before E15 will become more widely available. Many states still have regulatory issues that prevent the sale of E15. Sales of E15 may be limited because it is not approved for use in all vehicles, the EPA requires a label that management believes may discourage consumers from using E15, and retailers may choose not to sell E15 due to concerns regarding liability. As a result, the approval of E15 by the EPA has not had an immediate impact on ethanol demand in the United States.

Effect of Governmental Regulation

Plant operations are governed by the Occupational Safety and Health Administration (“OSHA”). OSHA regulations may change such that the costs of operating an ethanol plant may increase. Any of these regulatory factors may result in higher costs or other adverse conditions affecting our operations, cash flows and financial performance.

Employees

At present, we have no employees. The Company will be operated by our Board and executive officers, none of whom will be employees of the Company. In connection with the purchase of an ethanol plant, we would expect to hire employees for the Company and become the employer of substantially all of the employees then employed at the ethanol plant.

Legal Proceedings

We are not involved in any legal proceedings. We may be involved in various routine legal proceedings incident to the ordinary course of our business from time to time.

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Customers

At present, we have no customers. The Company, if it successfully purchases the assets of an ethanol plant, will sell ethanol, distiller grains, and corn oil to customers. As is customary in the ethanol industry, we would expect to sell substantially all of our ethanol to one primary customer who would market the ethanol on our behalf.

DESCRIPTION OF PROPERTY

The Company does not currently own any real property, personal property or other property. Once capitalized by the proceeds of this offering, the Company will seek to purchase an ethanol plant and purchase or lease related real and personal property ordinarily required or desirable in the operation of an ethanol plant, including without limitation all equipment, fixtures, furniture, motor vehicles and related personal property suitable and adequate to fully utilize and maximize the output of an ethanol plant of the size and location of the ethanol plant ultimately purchased by the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing in the last section of Part II of this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Offering Circular.

Siouxland Renewable Holdings, LLC, was organized on October 8, 2019 as a limited liability company under the laws of the State of Nebraska. The Company is a start-up company that intends to purchase substantially all of the assets of any existing corn ethanol plant that it will then operate in order to produce and sell ethanol and its co-products.

Results of Operations

The Company was formed on October 8, 2019 and has not yet commenced operations. As a result, the Company has not generated any revenues or profits. All of the organizational and other start-up costs of the Company are being paid by Siouxland Ethanol, the sole member of the Company as of the date hereof and the Company has no obligation to reimburse Siouxland Ethanol for these costs.

Liquidity and Capital Resources

As reflected on its balance sheet, dated October 10, 2019, the Company had total assets of $62,403, of which $1,000 consisted of cash and the remainder consisted of deferred offering costs. Currently, the Company does not have any revenue generating business operations, nor does the Company currently have the capital resources required to carry out its business strategy as described under “Plan of Operations” below. The Company is planning to raise up to $50,000,000 of equity capital through the offering of 5,000 Units representing membership interests in the Company at price of $10,000 per Unit. The offering will not close unless and until the Company receives and accepts subscriptions for at least 1,500 Units ($15,000,000). In that event, Siouxland Ethanol has committed to subscribe for not less than 1,000 Units ($10,000,000). The Company intends to use the entire proceeds of this offering, along with long-term debt financing, in order to purchase the assets of an existing ethanol plant and to provide its initial working capital. See “Plan of Operations” below.

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Plan of Operations

The Company’s plan of operations for the next 12 months is to purchase the assets of an existing corn ethanol plant, including all inventories of raw materials and finished products, and to hire the existing production employees working at that plant, and to continue to operate the plant. The Company expects to generate revenues from the sale of ethanol for blending with gasoline as a motor fuel, distiller grains as an animal feed, and corn oil produced at the plant. The Company is seeking to purchase the assets of an existing corn ethanol plant meeting the following criteria:

· Minimum 50 million GPY operating capacity plant utilizing technology developed by ICM;

· Rail access at the plant location; and

· Located in Iowa, Illinois, Nebraska, Minnesota, Indiana, or South Dakota, which are the top six corn-producing states.

At this time the Company does not have an agreement to purchase an ethanol plant, but based on its knowledge of the ethanol market, it expects that it will need up to $75,000,000 in order to purchase the assets of an ethanol plant meeting its minimum requirements and to cover its initial working capital needs. Accordingly, even if the Company is able to raise the entire $50,000,000 through this offering of Units, it will require additional sources of capital to carry out its acquisition strategy. The Company anticipates that it will be able to borrow the additional funds required to finance the purchase of an ethanol plant and to provide for its initial working capital needs. However, the Company does not know how much debt financing it may ultimately require and has no firm commitment from any lender to provide such debt financing. As a result, there is no assurance that the Company will have sufficient capital to finance the purchase of an ethanol plant and its initial working capital requirements. The Company will not be allowed to access the funds raised through its offering of Units unless and until it has achieved the Funding Milestones, which are (i) an ethanol plant meeting its investment criteria has been identified, (ii) it has entered into a definitive agreement to purchase the assets of such ethanol plant, and (iii) is has entered into binding commitments from one or more lenders to provide the capital needed to purchase the identified ethanol plant pursuant to such definitive agreement and provide the Company’s initial working capital. In the event the total capital available to the Company through its offering of Units and long-term debt financing is not sufficient to fully fund the purchase of an ethanol plant and to cover anticipated initial working capital needs, the Company may seek to form a joint venture with another party to purchase the targeted ethanol plant, in which case the Funding Milestones will be deemed to be met if the combined capital available to such joint venture is sufficient to purchase the identified ethanol plant pursuant to such definitive agreement and provide the joint venture’s initial working capital. In all cases, the Company will be the majority member of any such joint venture arrangement.

The Company also expects to make capital improvements to any such ethanol plant similar to those that Siouxland Ethanol has made to its ethanol plant in Jackson, Nebraska, which had an initial 50 million GPY design capacity and uses ICM technology. After completion of its most recent capital improvement program, the Siouxland Ethanol plant has a production capacity of approximately 95 million GPY and has achieved substantial operating and cost efficiencies. The specific types of capital improvements that the Company may make at its ethanol plant, and the timing of making such improvements, will depend on a number of factors, including those based on the specific ethanol plant that is ultimately purchased by the Company, the price paid by the Company for the initial purchase of an ethanol plant, and the capital the Company has available to it for these purposes. Although the Company does not have an agreement in place to purchase an ethanol plant, nor does it know the specific capital improvements that may be required for any ethanol plant it may be able to purchase, management of the Company expects that it will require up to $115,000,000 in total funding to purchase a suitable ethanol

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plant and make the type of capital improvements to the plant that it believes will be required to achieve the level of economic performance from the plant that the Company is seeking to achieve. Depending on the type and timing of the capital expenditures the Company makes to its ethanol plant, the funds to finance these capital improvements may be partially provided by the Company’s cash flow from operations, but such improvements are expected to be largely financed with long-term borrowings in addition to any long-term debt incurred by the Company to purchase the plant. Alternatively, the Company may seek to raise additional equity capital to finance any such capital improvements through the sale of additional Units or through a joint venture arrangement with another party. The Company does not have a binding commitment from any lender to provide long-term debt financing for capital improvements and there is no assurance that any such debt financing will be available to the Company on satisfactory terms, if at all. In addition, there is no assurance that the Company will be able to raise additional equity capital in order to finance a program of capital improvements for any ethanol plant that it may purchase. Accordingly, if the Company is able to purchase an ethanol plant during the next 12 months, it may have to operate the plant as it is configured at the time of purchase, without improvement, for an indefinite period of time.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Our directors, executive officers and significant employees and their ages, positions and terms of office as of the date hereof are as set forth below:

Name	Age	Position(s)	Term of Office	Approximate hours per week for part-time employees

Directors:

Pam Miller	60	Chairman and Director	October 8, 2019 - Present	As needed for Board Meetings

Shennen S.C. Saltzman	53	Vice Chairman and Director	October 8, 2019 - Present	As needed for Board Meetings

Steven Ausdemore	65	Director	October 8, 2019 - Present	As needed for Board Meetings

Mark Condon	62	Director	October 8, 2019 - Present	As needed for Board Meetings

Darrell J. Downs	82	Director	October 8, 2019 - Present	As needed for Board Meetings

Craig Ebberson	65	Director	October 8, 2019 - Present	As needed for Board Meetings

Vernon Henjes	79	Director	October 8, 2019 - Present	As needed for Board Meetings

John J. Meuret	38	Director	October 8, 2019 - Present	As needed for Board Meetings

Luke Moser	40	Director	October 8, 2019 - Present	As needed for Board Meetings

Douglas E. Nelson	56	Director	October 8, 2019 - Present	As needed for Board Meetings

Ronald Wetherell	75	Director	October 8, 2019 - Present	As needed for Board Meetings

Executive Officers:

Nick Bowdish	35	President and Chief Executive Officer	October 8, 2019 - Present

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Steven Ausdemore	65	Treasurer; Principal Financial Officer and Principal Accounting Officer	October 8, 2019 - Present

Craig Ebberson	65	Secretary	October 8, 2019 - Present

Directors

Our Board currently consists of a total of 11 directors. The Company’s Operating Agreement provides that directors will be elected by the Members for three-year terms, which are staggered so that the terms of approximately one-third of the entire number of directors expire each year. As a result, our directors are classified into three groups designated as “Group I directors,” “Group II directors,” and “Group III directors.” The directors on the Board are the same individuals who serve as the directors of Siouxland Ethanol, our initial Member, and, for ease of administration, they have been classified to serve in the same groups as they serve in on the Board of Directors of Siouxland Ethanol. As a result, there is a total of four Group III directors whose terms will end on the date of the 2020 annual meeting of Members, while the terms of the three Group I directors will end on the date of the 2021 annual meeting of Members, and the terms of the four Group II directors will end on the date of the 2022 annual meeting of Members.

The following persons are the current Group I directors and will each continue to serve on the Board for terms ending in 2021:

Steven R. Ausdemore. Mr. Ausdemore is the President and Chief Executive Officer of Citizens State Bank in Wisner, Nebraska and has held that position for over 35 years. He has also served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since February 2015, and is the Chairman of its Finance Committee and currently serves on its Executive Committee and its Audit Committee. Mr. Ausdemore has also served as the Treasurer of Siouxland Ethanol since March 2016. He also serves as a Director of Wisner Community Development and is the Chairman of the Wisner Planning Commission and the Wisner Board of Adjustment.

Mark Condon. Mr. Condon is retired. Mr. Condon has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since March 2009, and he currently serves on its Nominating and Governance Committee, its Investor Relations Committee and its Finance Committee. From 1988 until 2014, he was the President of Condon Auto Sales and Service, Inc., a Buick and Honda automobile dealer in Sioux City, Iowa. He then served as consultant to the President of Vern Eide Honda in Sioux City, Iowa from 2014 to 2016. He was also the co-founder of Condon Ford, Inc., which was a Ford dealership in Moville, Iowa. Mr. Condon is a 1979 graduate of Creighton University and has been an investor in the renewable fuels industry since 2001.

Douglas E. Nelson. Mr. Nelson co-owns and operates a corn and soybean farming operation near Jackson, Nebraska with his brother and two sons. He has also served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since February 2015, and he currently serves on its Risk Management Committee. His family are fifth-generation family farmers in the Jackson, Nebraska area, and he has been engaged in the family farm since 1984. Mr. Nelson co-owns and operates with his son Taylor the Jackson Express convenience store in Jackson, Nebraska. Mr. Nelson is a past local school board member and director for the local farmers’ co-op as well as a current member of the Nebraska Corn Growers Association.

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The following persons are the current Group II directors and will each continue to serve on the Board for terms ending in 2022:

Darrell J. Downs. Mr. Downs is retired. Mr. Downs has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since its inception in August 2004 and he currently serves on its Personnel Committee. From June 1995 through June 2005, he was employed as a marketing manager by a regional seed company. Until 1994, Mr. Downs had been employed by Moorman Manufacturing Company for 38 years. Mr. Downs serves as a consultant for Cherokee County Economic Development in Cherokee County, Iowa. He is also a director of Little Sioux Corn Processors, LLC, an ethanol production company located in Marcus, Iowa.

Ronald Wetherell. Mr. Wetherell has been the owner and operator of Wetherell Manufacturing Company, a designer and manufacturer of farm implements, hydraulic cylinders, and truck utility bodies, in Cleghorn, Iowa, since 1966. Mr. Downs has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since its inception in August 2004 and he currently serves on its Risk Management Committee. He is also involved in a farming operation in northwest Iowa. Mr. Wetherell is the Chairman of the Board of Little Sioux Corn Processors, LLC, an ethanol production company located in Marcus, Iowa. He also served 16 years on the Board of Supervisors of Cherokee County, Iowa.

Vernon Henjes. Mr. Henjes is a retired certified public accountant. Mr. Henjes has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since October 2018 and he currently serves on its Audit Committee and its Finance Committee. He had previously served on the Board of Directors of Siouxland Ethanol from September 2015 through April 2017 under a special provision of Siouxland Ethanol’s Operating Agreement that allowed a Member that purchased more than 200 Units to appoint a director. From 1990 until his retirement in 2012, Mr. Henjes was a shareholder of the accounting firm Henjes, Conner & Williams, PC in Sioux City, Iowa. Prior to that, Mr. Henjes practiced public accounting with William & Company in Sioux City from 1960 through November 1990 and became a partner of that firm in 1966. Mr. Henjes currently acts as an independent contractor to Steele Capital Management, a registered investment advisor in Dubuque, Iowa, and is the President and a director and shareholder of Midwest Better Trucking Bureau d/b/a Iowa Better Trucking Bureau in Sioux City.

Luke Moser. Mr. Moser is the Chief Operating Officer of Western Oil Inc., which is based in Valentine, Nebraska and is a family-owned refined fuels business with operations across wholesale, transportation, and retail and currently operates 25 retail locations under the SpeedeeMart name. Mr. Moser has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since March 2019 and he currently serves on its Risk Management Committee. Mr. Moser has worked in management of the Danielski family of businesses since 1998 coming up through the agricultural side and then transitioning into the refined fuels business. He is involved in several local and state boards, including the Valentine Economic Development, the Airport Advisory Board, the Cherry County FSA board, and the Nebraska Petroleum Marketers Association Board.

The following persons are the current Group III directors and will each continue to serve on the Board for terms ending in 2020:

Craig Ebberson. Mr. Ebberson owns and operates a general farming operation, Circle E Farms, near Belden, Nebraska, with his wife and two sons. Together they raise corn and soybeans and operate a 10,000-head feedyard. Mr. Ebberson has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since its inception in August 2004 and he currently serves on its Executive Committee, its Risk Management Committee and its Personnel Committee. He has also served as the Secretary of Siouxland Ethanol since March 2016. Mr. Ebberson also co-owns and operates Kerloo

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Creek Ranch, Wynot River Farms and Penny Poke Ranch, all family-owned and -operated companies. He has been farming since 1970. He is a member of Nebraska Cattlemen, the Nebraska Corn Growers Association and the Nebraska Soybean Association.

John J. Meuret. Mr. Meuret is a lifelong resident of Brunswick, Nebraska. Since 2005, he has been employed by J.E. Meuret Grain Company, Inc., a family-owned and -operated grain elevator and feed mill that has been in continuous operation since being founded by his great-grandfather in 1923, and he currently serves as its Merchandising Manager for locations throughout northeast Nebraska. Mr. Meuret has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since March 2017 and is currently the Chairman of its Risk Management Committee and serves on its Nominating and Governance Committee. Mr. Meuret is a 2003 graduate of the University of Nebraska-Lincoln with a degree in Business Management. He is also a board member of the Nebraska Grain & Feed Association and the Upper Elkhorn Natural Resource District, and a member of the Brunswick Volunteer Fire Department.

Pam Miller. Ms. Miller has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since its inception in August 2004 and is its current Chairman. Ms. Miller also serves as the Chair of its Executive Committee, and serves on its Personnel Committee and its Investor Relations Committee. Ms. Miller also acts as Siouxland Ethanol’s Director of Industry and Investor Relations, a position she has held since June 2016. Ms. Miller was previously the Dean of the College Center in South Sioux City and was employed by Northeast Community College from 2005 to 2016. Prior to that she was an adjunct faculty member at Morningside College and Western Iowa Tech from 1996 through 2004. She also served as a County Commissioner from 2003 to 2006 in Dakota County, Nebraska. She received her bachelor’s degree from Wayne State College and her MBA from the University of South Dakota. Ms. Miller currently serves on the Dakota County Rural Economic Development Committee, and on the boards of the American Coalition for Ethanol (ACE), the Renewable Fuels Association (RFA) and Renewable Fuels Nebraska (RFN). She also serves on the executive committee for RFA and RFN. Ms. Miller is the founding member of Siouxland Earth Day 2019.

Shennen S.C. Saltzman. Mr. Saltzman has been the owner of SEP, LLC since 1997, which owns and operates five Burger King Restaurants with locations in Sioux City, Iowa and South Sioux City, Nebraska. Mr. Saltzman has served on the Board of Directors of Siouxland Ethanol, the initial Member of the Company, since its inception in August 2004 and currently serves as its Vice Chairman. He is also the Chairman of its Nominating and Governance Committee and serves on its Executive Committee, its Audit Committee, its Finance Committee and its Investor Relations Committee. He has also been a farmer/rancher since 2001. Beginning in December 1989 until he purchased SEP, LLC in 1997, he was an Executive Vice President at Pioneer Bank in Sioux City, Iowa. Mr. Saltzman is a stockholder of Pioneer Bank and continues to serve as Vice Chairman of its Board of Directors.

Executive Officers

Our executive officers are Nick Bowdish, President and Chief Executive Officer; Steve Ausdemore, Treasurer, Principal Financial Officer and Principal Accounting Officer; and Craig Ebberson, Secretary. Information relating to Messrs. Ausdemore and Ebberson is set forth above. Information relating to Mr. Bowdish is set forth below:

Nick Bowdish. Mr. Bowdish has served as the President and Chief Executive Officer of Siouxland Ethanol, the initial Member of the Company, since December 2015. Nick Bowdish is President of N Bowdish Company LLC, a company formed in 2013 that provides project development, consulting and management services to the ethanol industry. Through N Bowdish Company LLC, Mr. Bowdish serves as President and CEO of Elite Octane, LLC, a corn ethanol production company located

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in Atlantic, Iowa. From 2008 to 2013, Mr. Bowdish was General Manager of Platinum Ethanol, LLC, located in Arthur, Iowa, where he was the sole manager of Platinum’s commodity margin and risk management strategy. From 2007 to 2008, Mr. Bowdish was a project developer at Fagen, Inc., located in Granite Falls, Minnesota, where he served the ethanol, wind, and industrial process industries. Mr. Bowdish serves as director of New Hope Village, an organization that cares for persons with disabilities, located in Carroll, Iowa; and Homeland Energy Solutions, located in Lawler, Iowa. Mr. Bowdish previously served on the boards of Western Wisconsin Energy, Heron Lake Bioenergy, Badger State Ethanol and Pannonia Ethanol, all corn ethanol production facilities. Mr. Bowdish graduated from the University of Wisconsin — Madison with a bachelor’s degree in Agricultural Business Management.

Family Relationships

There are no family relationships existing between or among any of the Company’s directors or executive officers.

Legal Proceedings

None.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Board will have the authority to establish reasonable compensation for directors for services to the Company as directors and to reimburse directors for the reasonable travel and other expenses, if any, incurred by them to attend meetings of the Board and its committees or otherwise in connection with carrying out their duties as directors. In addition, the directors may approve the salaries and other compensation packages of the officers of the Company.

The Company’s officers or directors will not receive any compensation for their services to the Company unless and until the Funding Milestones have been achieved.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The Company has not issued any Units and has not entered any agreement to issue any Units to any party at this time, including any of our directors or officers. Accordingly, no tabular information relating to the ownership of Units by our officers, directors or 5% or greater Unit holders is being provided.

Our officers and directors may purchase Units being offered by this Offering Circular on the same terms as any other investor acquiring Units. In addition, Siouxland Ethanol has committed to purchase up to 1,000 Units ($10,000,000) in this offering to the extent less than all 5,000 Units are not sold to other investors. The officers and directors of Siouxland Ethanol are the same individuals who are the officers and directors of the Company. In addition, to being officers and directors of Siouxland Ethanol, many of these individuals own limited liability company interests in Siouxland Ethanol.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

None.

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SECURITIES BEING OFFERED

The Company is offering Units evidencing limited liability company interests. Each Unit represents a membership interest in the Company. No physical certificates evidencing Units will be issued. As the holder of Units, a Member of the Company will have all of the rights and obligations associated therewith, including the right to receive distributions of the Company’s cash flow, allocations of the Company’s profits and losses, proceeds from the liquidation of the Company upon dissolution, and certain voting rights, all as set forth in the Company’s Operating Agreement. Set forth below is a summary of the principal terms of the Operating Agreement. This summary is not complete and is qualified in its entirety by reference to the entire Operating Agreement, a copy of which has been filed as an exhibit to this Offering Circular. You should review the Operating Agreement in its entirety before making a decision to invest in Units since it is the principal document controlling your rights and obligations as a Member of the Company.

Summary of the Operating Agreement

The following is a summary of the principal terms of the Company’s Operating Agreement. This summary is not complete and is qualified in its entirety by reference to the entire Operating Agreement, the form of which has been filed as an exhibit to this Offering Circular. You should review the entire Operating Agreement before making a decision to invest in Units since it is the principal document controlling your rights and obligations as a Member of the Company.

Nature of Units

Each Unit represents a membership interest in the Company issued to a Member. Units are personal property for all purposes and do not represent any type of ownership interest in any of the Company’s assets. Units will not be certificated.

A Member’s right to vote with respect to matters submitted to a vote of the Members will be determined at any time by dividing the number of Units issued to such Member by the total number of Units then issued and outstanding. The Company is authorized to issue any number of Units from time to time on such terms as the Board determines; provided, however, the Board will not issue Units to any person if, as a result, (i) the total number of Unit holders would exceed 1,999 or (ii) the total number of Unit holders who are not “accredited investors (as defined in federal securities law) would exceed 499.

Limited Liability

No Member, director or officer of this Company will be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member, director or officer of the Company.

Management

Board of Directors. The Company is a “manager-managed” limited liability company as defined under the Nebraska Uniform Limited Liability Company Act (the “Act”) and the Company’s directors acts as the “managers” of the Company for that purpose. The directors will be elected annually by the Members. Each director will have one (1) vote at meetings of the Board. There are currently a total of eleven (11) directors of the Company, each of which is identified under the heading “DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES” in this Offering Circular, but the total number of directors of the Company may be as few as seven (7) and as many as fifteen (15). The Board may increase or decrease the total number of directors comprising the entire Board at any time within the foregoing range; provided, however, that no decrease in the number of directors making up the entire

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Board will result in the shortening of the term of any incumbent director. Directors are required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, but are free to serve any other person or enterprise in any capacity that the director may deem appropriate in such director’s discretion.

Directors are classified into three groups designated as Group I, Group II and Group III, with each such group being elected to serve for a staggered term of three (3) years. The current term of the Group I directors expires in 2021, the current term of the Group II directors expires in 2022, and the current term of the Group III directors expires in 2020. At each annual meeting of the Members, the group of directors whose term expires as of the date of such annual meeting will be elected by the Members for a term of three (3) years, and each such elected director will serve until a successor is elected and qualified, or until the earlier death, resignation, removal or disqualification of any such director. Directors will be elected by a plurality vote of the Members, so that the nominees receiving the greatest number of votes relative to all other nominees are elected as directors. A Director may not be removed or disqualified from the Board other than for Cause as determined by the vote or consent of a majority of the other Directors then serving on the Board, and “Cause” means (i) a breach of a fiduciary duty by such Director, or (ii) the conviction of such Director of, or plea of nolo contendere by such Director to, any felony or any crime of moral turpitude. Nominations for persons to serve as directors may be made by Board (or a nominating committee established by the Board) or by any Member who holds, or Members who hold in the aggregate, at least 10% of the then outstanding Units, all in accordance with the nomination procedure set forth in the Operating Agreement.

The Board will take action by the vote of a majority of the number of directors present at a meeting at which a quorum is present. Not less than 50% of the directors authorized to vote on a matter as provided by the Operating Agreement will constitute a quorum for the transaction of business at any Board meeting.

Except for the specific matters requiring the vote of the Members described below under “Voting Rights of Members” and the authority vested in the Tax Matters Partner described below under “Tax Matters,” the Board will have the exclusive right and authority to direct the business and affairs of the Company, and will exercise all of the powers of the Company. Among other things, the Board has the exclusive right to act with respect to the following matters:

(a) Conduct the Company’s business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which the Company is organized;

(b) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company;

(c) Operate, maintain, finance, improve, construct, own, grant operations with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company;

(d) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the business, or in connection with managing the affairs of the Company, including executing amendments to the Operating Agreement and the Company’s Certificate of Organization in accordance with the terms of the Operating Agreement, both as directors and, if

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required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Board;

(e) Cause the Company to issue any number of Units in exchange for capital contributions to the Company in such amounts as may be established from time to time by the Board, subject only to the limitation in Section 2.2 of the Operating Agreement;

(f) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets;

(g) Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets;

(h) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets;

(i) Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of the Operating Agreement, and perform all matters in furtherance of the objectives of the Company or the Operating Agreement;

(j) Contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such persons the duty to manage or supervise any of the assets or operations of the Company;

(k) Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and directors’ and officers’ liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified;

(l) Take, or refrain from taking, all actions, not expressly proscribed or limited by the Operating Agreement, as may be necessary or appropriate to accomplish the purposes of the Company;

(m) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or the directors or officers in connection with activities arising out of, connected with, or incidental to the Operating Agreement, and to engage counsel or others in connection therewith;

(n) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them;

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(o) Agree with any person as to the form and other terms and conditions of such person’s capital contribution to the Company and cause the Company to issue membership economic interests and Units in consideration of such capital contribution; and

(p) Indemnify a Member or directors or officers, or former Members or directors or officers, and to make any other indemnification that is authorized by the Operating Agreement in accordance with, and to the fullest extent permitted by, the Act.

Notwithstanding the power and authority of the Board to manage the business and affairs of the Company, no director acting individually will have authority to act as agent for the Company for the purposes of its business (including the execution of any instrument on behalf of the Company) unless the Board has authorized the director to take such action. The Board may also delegate authority to manage the business and affairs of the Company to the officers of the Company and other persons designated by the Board. The Board may establish one or more committees having authority of the Board in the management of the business of the Company to the extent consistent with the Operating Agreement and the Act.

Officers. The day-to-day operation of the Company will be carried out by the officers of the Company who will be appointed by the Board. Officers will include a President and Chief Executive Officer, Treasurer and a Secretary, along with any vice presidents, assistant secretary or other subordinate officers that the Board determines to appoint from time to time. The President will perform the duties normally performed by a person acting as the president of a business corporation formed under Nebraska law, including, without limitation, the management of the Company’s day-to-day operation. The Treasurer of the Company will keep accurate financial records for the Company and be responsible for the deposit of all Company funds in the name of and to the credit of the Company. The Treasurer will also be responsible for preparing financial reports of the Company and the coordination of financial matters of the Company with the Company’s accountants. The Secretary will generally maintain the records of the Company, including minutes of the proceedings of the Board and of the Members and will be responsible for providing notices of such meetings and maintaining the Member registry.

Compensation and Expenses of Directors and Officers

The Board will have the authority to establish reasonable compensation for directors for services to the Company as directors or otherwise and to reimburse directors for the reasonable travel and other expenses, if any, incurred by them to attend meetings of the Board and its committees or otherwise in connection with carrying out their duties as directors. In addition, the directors, by resolution, may approve the salaries and other compensation packages of the officers of the Company.

Limitation of Liability; Indemnification of Directors and Officers

No director or officer of this Company will be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such director or officer; provided that this provision does not eliminate or limit the liability of a director or officer for (i) any breach of the duty of loyalty to the Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or (iii) a transaction from which the director or officer derived an improper personal benefit or a wrongful distribution in violation of the Act. To the maximum extent permitted under the Act and other applicable law, the Company will indemnify, save and hold harmless, and pay all judgments and claims against each director or officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such director or officer, in connection with the business of the Company, including reasonable attorneys’ fees incurred by such director or officer in connection with the defense of any action based on any such act or omission.

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To the maximum extent permitted under the Act and other applicable law, in the event of any action by the owner of one or more Units, whether or not admitted as a Member (each, a “Unit Holder”), against any director or officer, including a derivative suit, the Company will indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such director or officer, including reasonable attorneys’ fees incurred in the defense of such action. Notwithstanding the foregoing provisions, no director or officer will be indemnified by the Company to the extent prohibited or limited by the Act. The Company may purchase and maintain insurance against such liability.

Voting Rights of Members

Members will vote annually for the election of directors as described above under “Management — Board of Directors.” In addition, the prior consent of Members holding at least a majority of the then outstanding Units will be required before the Board may take, or cause the Company to take, any of the following actions:

(a) Merge or consolidate with or into any other entity;

(b) Sell, exchange or otherwise dispose of at one time all or substantially all of its assets, except for a liquidating sale of assets in connection with the dissolution of the Company;

(d) Engage in any business that is not consistent with the stated purposes of the Company or use Company assets, or assign rights in Company assets, for other than a Company purpose; or

(e) Confess a judgment against the Company in an amount in excess of $5,000,000.

Each Member will have be entitled to one (1) vote for each Unit owed by such Member with regard to each matter submitted to a vote of the Members. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of directors. Members may vote at a duly constituted meeting of the Members (which may be attended in person or by telephone) or take action by written consent in lieu of a meeting. In addition to annual meetings of the Members, special meetings of the Members may be called from time to time by the Board or by Members owning, collectively, 5% or more of the outstanding Units. Members may vote at any meeting of the Members by proxy or mailed ballot. The presence (in person or by proxy or mail ballot) of Members representing an aggregate of at least 25% of the Units entitled to vote at the applicable meeting of the Members is required for the transaction of business at such a meeting. If a quorum is present, the affirmative vote of a majority of Units represented at a meeting of the Members and entitled to vote on the matter will constitute the act of the Members.

Transfer of Units

Any voluntary or involuntary sale, assignment, pledge or other type of disposition of Units (including by way of a gift) is defined as a “Transfer” under the Operating Agreement and will only be recognized by the Company if the Transfer is made in accordance with the terms of the Operating Agreement. Any other Transfers will be null and void and of no force or effect whatsoever.

A Member desiring to Transfer Units (including a “Permitted Transfer”, as defined below) must submit an applications for the Transfer to the Secretary of the Company in whatever form the Board has determined to be appropriate. Except for a Permitted Transfers, all Transfers of Units require the prior

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approval of the Board which it may grant or withhold in its sole discretion for any reason. Among other things, the Company may require any transferor of Units to provide an opinion of counsel reasonably satisfactory to the Company to the effect that such Transfer complies with or is exempt from any registration requirements under applicable federal or state securities laws. If a Member desires to pledge Units as security for the payment of a debt, the party to which the Units are pledged must agree to be bound by the terms of the Operating Agreement relating to the Transfer of those Units. The Company may also require the parties to a Transfer to reimburse the Company for all reasonable costs and expenses incurred by the Company in connection with the Transfer of Units, including, but not limited to, legal fees and costs.

The following Transfers (“Permitted Transfers”) do not require the prior consent of the Board:

(a) A Transfer to a Unit Holder’s administrator, executor or guardian by operation of law or judicial decree;

(b) A Transfer made without consideration to a Related Party (as defined in the Operating Agreement) or an affiliate of the Unit Holder or to a trust established for the benefit of any Related Party of the Unit Holder; or

Any Transfer duly approved by the Board will be recognized and effective as of the first day of the calendar month following the calendar month during which the Transfer is approved. A Permitted Transfer will be recognized and effective as of the first day of the calendar month following the calendar month during which the application for such Transfer is received by the Company, unless such application is delivered later than the twenty-fifth (25th) day of a calendar month in which case such Permitted Transfer will be recognized and effective as of the first day of the next succeeding calendar month. Notwithstanding the foregoing, the recognition and effectiveness of a Transfer of Units (including a Permitted Transfer) will be deferred to the extent determined by the Board to be necessary to prevent (i) the total number of Unit Holders exceeding 1,999 or the total number of Unit Holders who are not Accredited Investors exceeding 499, (ii) the Company being treated as a “publicly traded partnership” within the meaning of Code Section 7704(b) or otherwise jeopardizing the status of the Company as a partnership for income tax purposes, or (iii) the application of the rules of Code Sections 168(g)(1)(B) and 168(h) or similar rules to apply to the Company (each a “Deferral Event”). If a Transfer of Units is so delayed, the Company will recognize and allow such Transfer on the first practicable date on which such Transfer can be made, in the opinion of Company counsel, without causing a Deferral Event. No Transfer of any Units will be allowed after a Dissolution Event (as defined in “Term and Dissolution” below) has occurred.

In the case of a Transfer or attempted Transfer of Units that is in violation of the Operating Agreement, the parties engaging or attempting to engage in such Transfer will be liable to the Company and the other Members for all cost, liability, and damages that the Company or the other Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer. To recover any such damages the Company may retain distributions otherwise payable with respect to any Units which are Transferred, or attempted to be Transferred, without compliance with the terms of the Operating Agreement.

Cash Distributions

The Board, in its discretion, will make distributions of Net Cash Flow (as defined in the Operating Agreement), if any, to the Members from time to time, subject to, and to the extent permitted

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by law (including the limitation on distributions under the Act), or any loan covenants or restrictions on such distributions agreed to by the Company in any loan, credit or any other debt financing agreements with the Company’s lenders and creditors from time to time in effect. In determining Net Cash Flow, the Board will endeavor to provide for cash distributions at such times and in such amounts as will permit the Members to make timely payments of their federal and state income tax liability resulting from Company profits allocated to them. All distributions of Net Cash Flow distributed to the Members will be in proportion to the Units held by each Member, except as otherwise may be required under applicable income tax rules upon dissolution of the Company.

Cash distributions with respect to Units that have been transferred will be made to the holder of the transferred Units on the record date established by the Board for such distribution. As a result, cash distributions with a record date on or before the date of such Transfer will be paid to the transferor of the Units, and any distribution with a record date thereafter will be paid to the transferee of such Units.

The Company is authorized to withhold from cash distributions to Members any amounts required to be withheld pursuant to federal, state or local tax law. All amounts so withheld will be treated as amounts distributed to the Members for all purposes under the Operating Agreement.

Allocation of Profits and Losses

After making any special allocations required by Section 704(b) and the associated regulations thereunder, all Company profits and losses for each fiscal year will be allocated among the Members in proportion to the Units held by each Member. For purposes of determining the Company profits, losses, or any other items allocable to any period, profits, losses, and any such other items for the Company will be determined on a daily, monthly, or other basis, as determined by the Board using any permissible method under Code Section 706 and the associated income tax regulations. In addition, all credits against income tax with respect to the Company’s property or operations will be allocated among the Members in accordance with their ownership of Units for the fiscal year during which the expenditure, production, sale, or other event giving rise to the credit occurred.

Profits and losses for any fiscal year attributable to Units that have been transferred during 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 Board.

Capital and Capital Accounts

Upon a Member’s admission to the Company as a Member (other than as a result of the Transfer of outstanding Units to such Member), such Member will make a capital contribution to the Company in cash for each Unit issued to such Member in accordance with the terms of such Member’s Subscription Agreement. Members are not obligated to make any additional capital contributions to the Company or to pay any assessment to the Company, other than any unpaid amounts on their original capital contributions and Units are not subject to any calls, requests or demands for capital.

The Company will not pay interest to Members on their capital contributions and no specific time has been established for the repayment of a Member’s capital. Under any circumstances requiring a return of capital, Members only have the right to receive cash and no Member will have any priority over any other Member as to the return of its capital contributions or as to other distributions of cash or other assets, except as expressly provided in the Operating Agreement. Any return of a Member’s capital will be made solely from the available assets of the Company and no Member is personally liable to any other Member for the return of such Member’s capital.

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The Company will maintain a separate capital account for each Member in accordance with the capital account maintenance rules set forth in Treasury Regulations § 1.704-1(b)(2)(iv). In general, a Member’s capital account will be increased by (i) the amount of money contributed by the Member to the Company, (ii) the fair market value of property contributed by the Member to the Company (net of liabilities that the Company is considered to assume or take subject to pursuant to Code Section 752), and (iii) the amount of all profits allocated to the Member. In general, a Member’s capital account will be decreased by (x) the amount of money distributed to the Member by the Company, (y) the fair market value of any property distributed to the Member (net of any liabilities that such Member is considered to assume or take pursuant to Code Section 752), after adjusting each Member’s capital account by such Member’s share of the unrealized income, gain, loss and deduction inherent in such property and not previously reflected in such capital account, as if the property had been sold for its then fair market value on the date of distribution, and (z) the Member’s share of losses. Each Member’s capital account will be appropriately adjusted for income, gain, loss and deduction as required by Treasury Regulations § 1.704-1(b)(2)(iv)(g) (relating to allocations and adjustments resulting from the reflection of property on the books of the Company at book value, or a revaluation thereof, rather than at adjusted tax basis). The Board will also (i) make any adjustments that are necessary or appropriate to maintain equality between the capital accounts of the Unit Holders and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause the Operating Agreement not to comply with Regulations Section 1.704-1(b).

Tax Matters

The Board is authorized to make any and all elections for federal, state, local, and foreign tax purposes, including any election under Code Section 754, as the Board determines appropriate and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company and Members.

The Company will provide each Member with annual income tax information (Schedule K-1 or successor) for each fiscal year as soon as reasonably practical after the end of such fiscal year.

The Board will designate a director or officer to act as the Company’s “Partnership Representative” for purposes of the IRS’s audit rules for entities taxed as partnerships set forth in Code Sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provisions of state or local tax laws. The Partnership Representative will represent the Company (at the Company’s expense) in connection with all examinations of the Company conducted by the IRS or other tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services reasonably incurred in connection therewith. Each Member agrees to reasonably cooperate with the Partnership Representative and the Board with respect to the conduct of such tax proceedings.

Fiscal Year

The Company’s fiscal year will end on September 30 of each year.

Accounting, Books and Records

The books and records of the Company will be kept, and the financial position and the results of its operations recorded, in accordance with U.S. generally accepted accounting principles. The books and records will reflect all of the Company’s transactions and will be appropriate and adequate for the

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Company’s business. The Company will maintain at its principal office all of the following: (i) a current list of the full name and last known business or residence address of each Member, together with the capital contributions, capital account and number of Units held by each Member; (ii) the full name and business address of each director; (iii) a copy of the Company’s Certificate of Organization and any amendments thereto; (iv) copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent taxable years; (v) a copy of the Operating Agreement and any and all amendments thereto; and (vi) copies of the financial statements of the Company, if any, for the six (6) most recent fiscal years. The Company will use the accrual method of accounting in preparation of its financial reports and for tax purposes and will keep its books and records accordingly.

Reports

The Company will prepare in accordance with U.S. generally accepted accounting principles and make available to each Member, the Company’s annual financial statements not later than one hundred and twenty (120) days after the end of such fiscal year, including a balance sheet as of the end of such fiscal year and the related statements of operations, Members’ equity and changes therein, and cash flows for such fiscal year, together with appropriate notes to such financial statements and supporting schedules, all of which will be audited by the Company’s accountants, and in each case, to the extent the Company was in existence, setting forth in comparative form the corresponding figures for the immediately preceding fiscal year end (in the case of the balance sheet and the statements of operations).

A Member (or a designated representative) may review the foregoing records during regular business hours of the Company for purposes relating to such Member’s interest as a Member in the Company, subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company and limitations under the Act, or may request copies of such records to be provided at such Member’s expense.

Termination of Membership

The membership of a Member in the Company will terminate upon the occurrence of events described in the Act, including resignation and withdrawal. If for any reason the membership of a Member is terminated, the Member whose membership has terminated becomes a non-Member Member (or Unit Holder) and loses all voting rights associated with such Units. The Company will not be dissolved upon the occurrence of any event that is deemed to terminate the continued membership of a Member and a Member whose membership in the Company terminates (or a transferee of such terminated Member) will not have any right to demand or receive a return of such terminated Member’s capital contributions or to require the purchase or redemption of the Member’s Units. Neither the Company nor any Member will have any obligation to purchase or redeem the Units or membership interest of any terminated Member or transferee of any such terminated Member.

Term and Dissolution

The Company will have an indefinite term that will continue until the winding up and liquidation of the Company and its business is completed following a (i) the affirmative vote of the Members holding at least 75% of the then outstanding Units to dissolve, wind up, and liquidate the Company; or (ii) the entry of a decree of judicial dissolution pursuant to the Act (each a “Dissolution Event”). No Member will have the right to have the Company dissolved or to have such Member’s capital contribution returned except as provided in the Operating Agreement.

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After a Dissolution Event, the Company will continue solely for the purposes of winding up its affairs, liquidating its assets and satisfying the claims of its creditors. These activities will be carried on by a liquidator appointed by the Board. Assets of the Company will be applied and distributed by the liquidator (a) first to the creditors of the Company (including Members and directors who are creditors) in satisfaction of all of the Company’s debts and other liabilities; (b) second to Members in satisfaction of liabilities for distributions pursuant to the Act; and (c) third, the balance, if any, to the Members in accordance with the positive balance in their capital accounts calculated after making the required adjustment thereto. A Member with a deficit capital account balance, will not be required to make a contribution to the capital of the Company to restore such deficit balance and such deficit will not be considered a debt owed to the Company or to any other person. The liquidator may establish a reasonable reserve for Company liabilities (contingent or otherwise) and withhold the amount in such reserve from distribution to the Members.

While the liquidator may determine to distribute all or any portion of the property of the Company in-kind to some or all of the Members rather than to sell such assets and distribute the proceeds therefrom to the Members, the Members have no right or power to demand or receive Company property other than cash upon dissolution of the Company or otherwise. If the assets of the Company remaining after payment or discharge of the debts or liabilities of the Company are insufficient to return the full capital contribution of the Members, the Members will have no recourse against the Company or any other Member or the directors.

Amendments to the Operating Agreement

Amendments to the Operating Agreement may be proposed by (i) the Board, or (ii) any Member or Members owning an aggregate of not less than 10% of the then outstanding Units. Except as provided below, a duly proposed amendment to the Operating Agreement will be adopted and become effective as an amendment upon approval thereof by Members holding a majority of the issued and outstanding Units. However, the Operating Agreement will not be amended in any manner that would modify the limited liability of a Member, or alter the economic interest of a Member, without the consent of each Member adversely affected thereby. Each duly adopted amendment to the Operating Agreement will be binding on all Members without the need for any signature or other acknowledgment of such amendment by or on behalf of any Member.

Independent Activities; Transactions with Affiliates

The Operating Agreement allows (i) any Member or director or their affiliates to engage in whatever activities he, she or it chooses (including, specifically, being a Member, officer, director or employee of Siouxland Ethanol), whether such activities are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member. To the extent permitted by applicable law, the Board is authorized to cause the Company to purchase property from, sell property to or otherwise deal with any Member or any affiliate of any Member (including any Member who is also a director), acting on its, his or her own behalf, provided that any such purchase, sale or other transaction will be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of certain significant U.S. federal income tax consequences of an investment in the Company. The following discussion does not discuss all the potential tax considerations relevant to the Company, its operations or the Operating Agreement. Moreover, the U.S. federal income tax considerations relevant to a specific Member depend upon that Member’s particular circumstances.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), and administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change (possibly on a retroactive basis). No tax rulings have been or are anticipated to be requested from the IRS or other taxing authorities with respect to any of the tax matters discussed herein.

Except as specifically noted, the following general discussion assumes that each Member is an individual who is a U.S. citizen or resident individual or a domestic corporation that is not tax-exempt and that each Member holds its Units in the Company as a capital asset and is the initial holder of such Units. Except as specifically indicated, the following discussion does not deal with the consequences of the ownership of Units in the Company by special classes of holders, such as dealers in securities or life insurance companies. Special rules applicable to tax-exempt Members are discussed separately below.

The discussion considers existing laws, applicable current and proposed Treasury regulations, current published administrative positions of the IRS contained in revenue rulings, revenue procedures, and other IRS pronouncements and published judicial decisions, which are subject to change, either prospectively or retroactively. Changes in the Code or the Treasury Regulations could have a material adverse effect upon the tax treatment of an investment in the Company.

This description of certain U.S. federal income tax considerations of an investment in the Company will not have any binding effect or official status of any kind, and no assurance can be given that the conclusions reached herein will be sustained by a court if such conclusions are contested by the IRS. You are advised that any discussion of U.S. federal tax matters in this Offering Circular was not intended or written to be used for the purposes of avoiding penalties that may be imposed on you as a taxpayer and you should seek the advice of an independent tax advisor based on your particular circumstances before making a decision to acquire Units in the Company.

Tax Risks

You should consider your personal characteristics and investment objectives in determining whether an investment in the Company is suitable for you. There are many tax risks associated with an investment in the Company. The discussion in this Offering Circular concerning tax risks and tax consequences is a summary and is not intended as a substitute for careful tax planning. Tax matters concerning the Company are complex and subject to varying interpretations. The effect of tax laws may vary with the particular circumstances of each Member. You should consult your own tax advisor regarding the tax consequences of an investment in the Company before deciding to invest in the Company.

Treatment as a Partnership

The Company has been organized as a limited liability company and believes it will be classified as a partnership for federal income tax purposes.

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Notwithstanding its classification as a partnership, the Company could be treated as a corporation for federal income tax purposes if it were classified as a “publicly traded partnership” (“PTP”) within the meaning of Section 7704 of the Code. Under Section 7704 of the Code, a partnership is classified as a PTP if interests in such partnership trade on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. The Company does not intend to allow Units to be “traded on an established securities market” within the meaning of the regulations under Section 7704 of the Code (the “PTP Regulations”). Under the PTP Regulations, interests in a partnership are considered readily tradable on a secondary market or the substantial equivalent thereof if, taking into account all of the facts and circumstances, the partners are readily able to buy, sell or exchange their partnership interests in a manner that is comparable, economically, to trading on an established securities market because (i) interests in the partnership are regularly quoted by any person, such as a broker or dealer, making a market in the interests, (ii) any person regularly makes available to the public (including customers or subscribers) bid or offer quotes with respect to interests in the partnership and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (iii) the holder of an interest in the partnership has a readily available, regular and ongoing opportunity to sell or exchange interests in the partnership, or (iv) prospective buyers and sellers otherwise have the opportunity to buy, sell or exchange interests in the partnership in a time frame and with regularity and continuity that is comparable to the foregoing. Even if Units are considered regularly tradable in a manner described in the preceding sentence, the Company will not be classified as a PTP unless the Company participates in the establishment of the market by (A) redeeming the transferor Member (in the case of a redemption or repurchase by the Company) or (B) admitting the transferee as a Member or otherwise recognizing any rights of the transferee, such as a right of the transferee to receive Company distributions (directly or indirectly) or to acquire an interest in the capital or profits of the Company. Under the Operating Agreement, a Member is not permitted to transfer its interest without the consent of the Board and the directors retain the right to disapprove an Member’s proposed transfer of its Units if, among other things, the transfer would cause the Company to be classified as a PTP.

If the Company were to be classified as a PTP, Members would be subject to special passive loss rules under Section 469(k) of the Code even if the Company were to satisfy the 90% qualifying income exception and thereby avoid being taxable as a corporation. In general, a taxpayer may not deduct losses from other passive activities (including passive losses from other PTPs in which the taxpayer holds an interest) against the taxpayer’s income from the PTP. In addition, a taxpayer cannot deduct passive losses from a PTP against net income from other passive activities. Rather, net passive losses from a PTP must be suspended and carried forward until there is net income from that PTP in a future year. However, suspended passive losses from a PTP generally will be allowed in full when the taxpayer disposes of its entire interest in such PTP to an unrelated party in a taxable transaction.

Treatment of the Company as a PTP taxable as a corporation likely would have a material adverse impact on an investment in the Company. The Company would have to pay U.S. federal income tax on its taxable income at regular corporate rates (the corporate flat rate is 21% for tax years beginning on or after January 1, 2018), and cash available for distribution to Members could thereby be reduced. In addition, there would be no flow-through from the Company to Members of items of income, gain, deduction, loss or credit. Further, distributions to Members would be treated as dividends to the extent of the Company’s current or accumulated earnings and profits, then as a return of capital to the extent of the Member’s tax basis in its Units in the Company, and then as gain from the sale of such Units.

The discussion below assumes that the Company will be taxed as a partnership for U.S. federal income tax purposes.

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Taxation of the Income

The Company will not pay U.S. federal income tax. Instead, the Company will file annual information returns, and each Member will be required to report on its U.S. federal income tax return its allocable share of the income, gain, loss and deduction of the Company. These items must be reported without regard to the amount (if any) of cash or property the Member receives as a distribution from the Company during the taxable year. Consequently, a Member may be allocated income or gain by the Company but receive no cash distribution with which to pay its tax liability resulting from the allocation or may receive a distribution that is insufficient to pay such liability.

The tax information returns filed by the Company may be audited by the IRS. Adjustments, if any, resulting from such an audit could result in the Company becoming responsible for certain underpayments or may require each Member to file an amended annual tax return and may possibly result in an audit of such return. Any audit of a Member’s return could result in adjustments of non-Company as well as Company items. See “Other Matters—Audit Procedures,” below for more information.

Medicare Tax

A U.S. person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the U.S. person’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. person’s modified gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). Net investment income generally includes interest, dividends, capital gains and other income derived from passive activities. Net investment income is reduced by deductions properly allocable to this income. Members that are individuals, estates or trusts are urged to consult their tax advisors regarding the application of the Medicare tax to their investment in the Company.

Qualified Business Income Deduction

Under the Tax Act, individuals, trusts, and estates generally may deduct 20% of “qualified business income” (generally, domestic trade or business income other than certain investment items) of a partnership, S corporation, or sole proprietorship. The overall deduction is limited to 20% of the sum of the taxpayer’s taxable income (less net capital gain) and certain cooperative dividends, subject to further limitations based on taxable income. In addition, for taxpayers with income above a certain threshold (e.g., $157,500 for single filers and $315,000 for joint return filers), the deduction for each trade or business is generally limited to no more than the greater of (i) 50% of the taxpayer’s proportionate share of total wages from a partnership, S corporation or sole proprietorship, or (ii) 25% of the taxpayer’s proportionate share of such total wages plus 2.5% of the unadjusted basis of acquired tangible depreciable property that is used to produce qualified business income and satisfies certain other requirements. Without further legislation, the deduction would sunset after 2025.

Allocation of Company’s Profits and Losses

The Profits and Losses of the Company will be allocated as specified in Article III of the Operating Agreement (see “SECURITIES BEING OFFERED—Summary of the Operating Agreement—Allocation of Profits and Losses” above).

Under Code Section 704(b) and the regulations thereunder, the Company’s tax allocations generally will be respected for U.S. federal income tax purposes if they have “substantial economic effect” or they are in accordance with the Members’ interests in the Company. If the allocations set forth

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in the Operating Agreement do not comply with Code Section 704(b), the IRS may reallocate the Company’s tax items in accordance with the interests of the Members in the Company.

Sale of Properties

Upon the sale of property by the Company, the Company will recognize gain or loss to the extent that the amount realized is more or less than its adjusted basis of the property sold. The amount realized upon the sale of a property will generally be equal to the sum of the cash received plus the amount of indebtedness encumbering the property, if any, assumed by the purchaser or to which the property remains subject upon the transfer of the property to the purchaser. The adjusted basis of the property will in general be equal to the original cost of the property less depreciation allowances allowed to the Company with respect to such property. The Code provides, in general, that depreciation is recaptured upon the disposition of certain property and is taxed, in the case of tangible personal property disposed of, as ordinary income, and in the case of real property disposed of, as Code Section 1250 property generally taxed at a flat rate of 25%, in each case to the extent gain is realized.

Tax Basis in Units

A Member’s tax basis in its Units is important in determining (1) the amount of taxable gain it will realize on the sale or other disposition of its Units, (2) the amount of nontaxable distributions that it may receive from the Company and (3) its ability to utilize its distributive share of any losses of the Company on its tax return. A Member’s “adjusted basis” in the Company initially will equal the amount it paid for its Units in the Company plus such Member’s share of the Company’s liabilities, if any. A Member’s adjusted basis (i) will be increased by its share of the Company’s income and by increases in its share of the Company’s liabilities, if any, and (ii) will be decreased, but not below zero, by distributions from the Company, by its share of the Company’s losses and by any decrease in the Member’s share of the Company’s liabilities.

Treatment of Company Distributions

If the Company makes nonliquidating distributions to Members, such distributions generally will not be taxable to the Members for federal income tax purposes except to the extent that the sum of (i) the amount of cash and (ii) the fair market value of marketable securities distributed exceeds the Member’s adjusted basis of its Units in the Company immediately before the distribution. Any such excess generally will be treated as gain from the sale or exchange of Units in the Company.

Limitations on Deductibility of Losses and Certain Expenses

A number of different provisions of the Code may defer or disallow the deduction of losses or expenses allocated to Members by the Company, including, but not limited to, those described below.

Tax Basis Limitation. The amount of any loss of the Company (including capital loss) that a Member is allowed to claim is limited to such Member’s tax basis for its Units in the Company as of the end of the Company’s taxable year in which such loss occurred. Losses disallowed as a result of this rule may be carried forward indefinitely until the Member has adjusted tax basis available to permit the deduction.

At-Risk Limitations. Similarly, a Member that is subject to the “at risk” limitations (generally, noncorporate taxpayers and closely held corporations) may not deduct losses of the Company (including capital losses) to the extent that they exceed the amount such Member has “at risk” with respect to its Units in the Company at the end of the year. The amount that a Member has at risk will generally be the

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same as its adjusted basis as described above, except that, other than as described below with regard to real estate, it will not include any amount that the Member has borrowed on a nonrecourse basis or from a person who has an interest in the Company or a person related to such person. Losses disallowed under the at-risk limitation rules are suspended and may be deducted in subsequent years, subject to these and other applicable limitations.

Passive Loss Limitations. Code Section 469 provides that, in general, in the case of an individual, estate and trust, certain types of personal service corporations and certain types of closely held C corporations, for any taxable year the aggregate losses from business activities in which the taxpayer does not materially participate (such business activities are referred to herein as “passive activities”) are deductible only to the extent of the aggregate income from passive activities. In the case of certain closely held C corporations, the net aggregate loss from passive activities (and the net aggregate credit, in a deduction-equivalent sense) may offset net active income, but not portfolio income (as defined below).

Capital Loss Limitations. Noncorporate taxpayers are permitted to deduct capital losses only to the extent of their capital gains for the taxable year plus $3,000 of other income. Unused capital losses can be carried forward and used to offset capital gains in future years.

Organization and Syndication Fees. In general, neither the Company nor any Member may deduct organizational expenses or syndication expenses. An election may be made by the Company to amortize organizational expenses over a 15-year period. Syndication fees (which would include selling commissions, professional fees and printing costs) must be capitalized and cannot be amortized or otherwise deducted. The Company does not expect to incur expenses of this nature in any material amount.

Deduction of Investment Interest. Noncorporate Members generally may deduct “investment interest expense” only to the extent of their “net investment income.” Investment interest expense of a Member may include interest paid or accrued by the Company and will include interest paid or accrued on direct borrowings by a Member to purchase or carry its interests. Net investment income generally includes gross income from property held for investment (including “portfolio income” under the passive loss rules but not, absent an election, long-term capital gains or certain qualifying dividend income) less deductible expenses other than interest directly connected with the production of investment income.

Limitations on Itemized Deductions. The Tax Act eliminates many itemized deductions, but the pre-2018 tax year phase-out of itemized deductions based on excess income is eliminated.

To the extent that the Company allocates losses or expenses to a Member that must be deferred or disallowed as a result of these or other limitations in the Code, the Member may be taxed on income in excess of its economic income or distributions (if any) on its interest. As one example, a Member could be allocated and required to pay tax on its share of income accrued by the Company for a particular taxable year and in the same year allocated a share of a capital loss that the Member cannot deduct currently because it does not have sufficient capital gains against which to offset the loss. Members are urged to consult their own professional tax advisors regarding the effect of limitations under the Code on their ability to deduct their allocable share of the Company’s losses and expenses.

Possible Limitations on Deductible Interest. The Tax Act limits a taxpayer’s net interest expense deduction to 30% of the sum of adjusted taxable income, business interest, and certain other amounts. Adjusted taxable income does not include items of income or expense not allocable to a trade or business, business interest or expense, the new deduction for qualified business income, net operating losses, and for years prior to 2022, deductions for depreciation, amortization, or depletion. For partnerships, such as the Company, the interest deduction limit is applied at the partnership level, subject

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to certain adjustments to the partners for unused deduction limitation at the partnership level. Because the rules dealing with deductibility of interest are complicated and have effects which differ from Member to Member, each prospective purchaser should review his or her own situation with his or her tax advisor prior to making a purchasing commitment for Units.

Depreciation and Amortization

The Code allows as a depreciation deduction a reasonable allowance for the exhaustion and wear and tear of property, such as equipment and fixtures which are used in a trade or business or held for the production for income. Depreciation deductions are allowed as an offset to current cash receipts even though depreciation is not a current out-of-pocket cash expense. No depreciation is allowed for assets which do not have an ascertainable useful life. Depreciation deductions are allowed to the owner of assets based on the entire cost of the buildings, equipment and other improvements, even though the cost of such property may have been financed with borrowed money.

The Tax Act modifies bonus depreciation under Section 168(k) of the Code to allow 100% expensing for certain non-real property placed in service after September 27, 2017 and before January 1, 2023, and then phases out bonus depreciation with 20% reductions each year. Property “acquired” before September 28, 2017, including under a binding written contract, will be subject to the old bonus depreciation rules, which is 50% through 2017, 40% in 2018, and 30% in 2019, with no bonus depreciation thereafter.

The Code provides in general that the full amount of the depreciation on personal property is recaptured upon disposition (i.e., is taxed as ordinary income) to the extent gain is realized on the disposition.

Under Code Section 197, a taxpayer may amortize the cost of certain intangible assets, including certain licenses held in connection with the conduct of a trade or business. These provisions do not apply to certain intangibles created by the taxpayer or, in the case of a partnership, created by a person and contributed to the partnership. The foregoing exclusion does not apply to self-created licenses acquired from a governmental unit. If applicable, the Company would amortize the cost of certain intangible assets over a period of 15 years.

Individuals and certain noncorporate taxpayers are subject to a tax on “alternative minimum taxable income” (“AMTI”) in addition to regular income tax. AMTI is computed by adjusting regular taxable income by certain tax preference items and eliminating certain itemized deductions. The Company may generate items of tax preference, including, without limitation, certain accelerated depreciation items.

Sale of Units in the Company

In the event that a Member sells its Units, the Member will realize gain or loss equal to the difference between the gross sale market price or proceeds received from sale and the Member’s adjusted tax basis in its Units in the Company. Assuming the Member is not a “dealer” with respect to such Units and has held the Units for more than one year, the Member’s gain or loss will be long-term capital gain or loss, except for that portion of any gain attributable to its share of the Company’s “unrealized receivables” and “substantially appreciated inventory,” as defined in Section 751 of the Code, which would be taxable as ordinary income. Any recapture of cost recovery allowances taken previously by the Company with respect to personal property associated with real property will be treated as “unrealized receivables” for this purpose. A Member should note in this regard that the Code requires the Company

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to report any sale of Units to the IRS if any portion of the gain realized upon such sale is attributable to the transferor’s share of “Section 751 property.”

The Company’s taxable year will close on the date of sale with respect to a Member (but not the remaining Members) who sells its entire interest in the Company. In such a case, the Company tax items would be prorated pursuant to Section 706 of the Code. In the event of a sale of less than the entire interest of a Member, the tax year of the Company will not terminate with respect to the selling Member, but its proportionate share of items of income, gain, loss, deduction and credit will also be determined pursuant to Section 706 of the Code.

In the case of a sale of a Member’s Units in the Company, a Member may realize taxable gain substantially in excess of the cash, if any, the Member receives as a result of such sale. Further, a Member who sells Units in the Company may be required to report a share of Company income for the year of such sale even though the Member received no cash distribution during the year or the amount of cash distribution was less than the Member’s share of income required to be reported.

Liquidation of the Company

In general, upon liquidation of the Company, the property of the Company will be sold and any gain or loss on any such sales will be allocated in accordance with the Operating Agreement. In the event of a liquidation of the Company, each taxable Member will recognize gain to the extent that the cash received in the liquidation exceeds the adjusted basis for his or her Units in the Company.

Upon liquidation, a loss would be recognized only in the event the Member receives only cash, unrealized receivables (within the meaning of Code Section 751(c)) or inventory items (within the meaning of Code Section 751(d)(2)) and then only if (and to the extent that) the Member’s adjusted basis for its Units exceeds the sum of money distributed and its share of the adjusted basis for unrealized receivables and inventory items. During the year of liquidation, each Member may be allocated income from the operations of the Company.

Certain Basis Adjustments Affecting Members

With respect to certain transfers of Units, an election under Code Section 754 by the Company is effectively mandatory, resulting in an adjustment to the tax basis of the Company’s assets. For example, the Company must make basis adjustments under Code Section 743 following a transfer of Units if the Company has a built-in loss of $250,000 or more as if the Company had made an election under Code Section 754, whether or not such an election is actually in effect. This would affect the transferee Member, but not the other Members. There are similar provisions governing distributions in kind of property that have a built-in loss of $250,000 or more, although it is unlikely that the Company will make distributions that would cause those provisions to apply.

Other Matters

Tax Returns. The Company will furnish annually to Members sufficient information from the Company’s tax return for the Members to prepare federal, state and local tax returns. The Company’s tax returns will be prepared by accountants to be selected by the Board. A Member must treat Company items in a manner consistent with the Company’s treatment of those items, unless the Member notifies the IRS of inconsistent treatment.

Audit Procedures. The rules applicable to federal income tax audits of entities taxed as partnerships, and the collection of any tax resulting from such audits or other tax proceedings, require the

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partnership itself to pay any “imputed underpayments,” consisting of delinquent taxes, interest and penalties deemed to arise out of an audit of the partnership, unless certain alternative methods are available and the partnership elects to utilize them.

With respect to audits of items of the Company’s income, gain, loss, deduction and credit under these rules, it is not necessary for the IRS to audit the return of each Member and to conduct independent proceedings with each Member in order to determine finally the tax liability of each Member with respect to Company tax items. Instead, the treatment of Company tax items may be determined in a unified administrative proceeding at the Company level. As a general rule, the administrative proceeding is managed by a “partnership representative,” who is a Member designated as such in accordance with procedures established in regulations issued by the IRS. The Board will designate the Company’s “partnership representative.”

Prospective investors are urged to consult their own tax advisors with regard to the effect of the audit procedures, the manner in which the Company will be audited and the resulting consequences to each investor partner.

Tax Shelter Disclosure Rules. In certain circumstances the Code and Treasury Regulations require that the IRS be notified of taxable transactions through a disclosure statement attached to a taxpayer’s United States federal income tax return. In addition, certain “material advisors” must maintain a list of persons participating in such transactions and furnish the list to the IRS upon written request. These disclosure rules may apply to transactions irrespective of whether they are structured to achieve particular tax benefits. They could require disclosure by the Company or Members (1) if a Member incurs a loss in excess of a specified threshold from a sale or redemption of its Units, (2) if the Company engages in transactions producing differences between its taxable income and its income for financial reporting purposes, or (3) possibly in other circumstances. While these rules generally do not require disclosure of a loss recognized on the disposition of an asset in which the taxpayer has a “qualifying basis” (generally a basis equal to the amount of cash paid by the taxpayer for such asset), they apply to a loss recognized with respect to interests in a pass-through entity, such as the interests in the Company, even if the taxpayer’s basis in such interests is equal to the amount of cash it paid. In addition, under recently enacted legislation, significant penalties may be imposed in connection with a failure to comply with these reporting requirements. Members should consult their own tax advisors concerning the application of these reporting requirements to their specific situation.

Penalties

Under Section 6662 of the Code, a 20% penalty is imposed on any portion of an underpayment of tax attributable to a “substantial understatement of income tax.” In general, a “substantial understatement of income tax” will exist if the actual income tax liability of the taxpayer exceeds the income tax liability, shown on his or her return by the greater of 10% of the actual income tax liability and $5,000. Unless the understatement is attributable to a “tax shelter,” the amount of an understatement is reduced by any portion of such understatement which is attributable to (i) the income tax treatment of any item shown on the return if there is “substantial authority” for the taxpayer’s treatment of such item on his or her return or (ii) any item with respect to which the taxpayer adequately discloses on his or her return the relevant facts affecting the item’s income tax treatment. In the case of a “tax shelter,” which is defined in Section 6662 of the Code as a partnership or other entity that has as its principal purpose the avoidance or evasion of federal income tax, this reduction in the understatement will apply only in cases where, in addition to having “substantial authority” for treatment of the item in question, the taxpayer reasonably believed that the income tax treatment of that item was more likely than not the proper treatment.

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Although the Company is not intended to be a so-called “tax shelter,” it is possible that the Company may be considered a tax shelter for purposes of Section 6662 of the Code and that certain of the tax items of the Company could be considered tax shelter items within the meaning of Code Section 6662. The Regulations under Section 6662 provide that an entity will be deemed to be a tax shelter if the tax avoidance or evasion in motive exceeds all other motives. Based on the investment objectives of the Company, the Company should not constitute a tax shelter for purposes of the Code Section 6662 penalties.

In addition to the substantial understatement penalty, Section 6662 of the Code also imposes a 20% penalty on any portion of an underpayment of tax (i) attributable to any substantial valuation misstatement (generally where the value or adjusted basis of a property claimed on a return is 200% or more of the correct value or adjusted basis), or (ii) attributable to negligence, defined as any failure to make a reasonable attempt to comply with the Code or a careless, reckless or intentional disregard of federal income tax rules or regulations.

Investment by Tax-exempt Entities

Qualified pension, profit-sharing and stock bonus plans, and other tax-exempt entities (collectively, “Exempt Organizations”) are subject to tax on their UBTI. Section 512 of the Code defines UBTI as the gross income derived by an Exempt Organization from any unrelated trade or business regularly carried on by it or by an entity (such as the Company) classified as a partnership for tax purposes, less the regular deductions allowed under the Code which are directly connected with the carrying on of such trade or business, both computed with certain modifications.

PROSPECTIVE TAX-EXEMPT INVESTORS MAY INCUR UBTI IF THEY INVEST IN THE COMPANY. SUCH INVESTORS SHOULD THEREFORE CONSULT THEIR OWN TAX ADVISORS BEFORE CONSIDERING AN INVESTMENT IN THE COMPANY.

Foreign Investors

A foreign investor who purchases Units and becomes a Member will be required to file a United States tax return to the extent that the entity has U.S.-sourced income on which the Member must report its distributive share of the Company’s items of income, gain, loss, deduction and credit and pay United States federal income tax at regular United States tax rates on the Member’s share of any net United States-sourced income, whether ordinary or capital gains. A foreign investor may also be subject to tax on such investor’s distributive share of the Company’s income and gain in his or her country of nationality or residence or elsewhere. In addition, cash distributions otherwise payable to a foreign investor by the Company or amounts payable upon the sale of a foreign investor’s Units may be reduced by United States tax withholdings made pursuant to applicable provisions of the Code.

Foreign investors should consult their own tax advisors with regard to the effect of both the United States tax laws and foreign laws on an investment in Units and the potential that the Company will be required to withhold federal income taxes from amounts otherwise payable to foreign investors.

Other Tax Considerations

In addition to federal income taxes, Members may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which the Company does business or owns property or where the Members reside. Although an analysis of those various taxes is not presented here, each prospective Member should consider its potential impact on such Member’s investment in the

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Company. It is each Investor’s responsibility to file all appropriate U.S. federal, state, local and foreign tax returns applicable to the Member.

Use of a Joint Venture

As noted in this Offering Circular, in the event additional equity capital is required in order to complete the purchase of an ethanol plant or to make capital improvements to the purchased ethanol plant, the Company would seek to become the majority member of a joint venture and would contribute the proceeds of this offering to the capital of the joint venture. See “USE OF PROCEEDS.” The rules dealing with the operations of tiered partnership structures are complicated and may have effects which differ from Member to Member. Each prospective investor should review his, her or its own situation with his, her or its own tax advisor prior to making a purchasing commitment for Units.

ERISA CONSIDERATIONS

The following summarizes certain aspects of ERISA and the Code that may affect a decision by an employee benefit plan (a “Plan”) to invest in the Company. The following discussion is general in nature and not intended to be a complete discussion of the applicable law and Department of Labor regulations pertaining to a Plan’s decision to invest in the Company and is not intended to be legal advice. In addition, the following discussion is based on the law in effect as of the date of this Offering Circular, and the Company has not undertaken any obligation to update this summary as a result of any changes in the applicable law or regulations. Any Plan considering an investment in the Company should consult its own attorneys, legal and tax advisors regarding the consequences of an investment in the Company for an employee benefit plan.

Plan fiduciaries and their advisors should consider whether an investment in the Company by a Plan satisfies the requirements set forth in Part 4 of Title I of ERISA, including the requirements that (a) the investment satisfy the prudence and diversification standards of ERISA, (b) the investment be in the best interests of the participants and beneficiaries of the Plan, (c) the investment be permissible under the terms of the Plan’s investment policies and governing instruments, and (d) the investment not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.

In determining whether an investment in the Company is prudent for ERISA purposes, a fiduciary of a Plan should consider all relevant facts and circumstances, including, without limitation, the limitations imposed on the transferability of Units, whether the investment provides sufficient liquidity in light of the foreseeable needs of the Plan, and whether the investment is reasonably designed, as part of the Plan’s portfolio, to further the Plan’s purposes, taking into consideration the risk of loss and the opportunity for gain (or other return) associated with the investment. It should be noted that the Company will invest its assets in accordance with the investment strategy expressed in this Offering Circular and that neither the Company nor its Board have any responsibility for developing an overall investment strategy for any Plan or for advising any Plan as to the advisability or prudence of an investment in the Company. Rather, it is the obligation of the appropriate fiduciary for each Plan to consider whether such an investment by the Plan, when judged in light of the overall portfolio of the Plan, will meet the prudence, diversification, prohibited transaction and other applicable requirements of ERISA and the Code. “Government plans” and non-electing “church plans,” while not subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code, may nevertheless be subject to state or other federal laws that are substantially similar to the foregoing provisions of ERISA and the Code. Decision-makers for any such plans should consult with their counsel before making an investment in the Company.

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The Department of Labor has promulgated a final regulation under ERISA, 29 C.F.R. § 2510.3-101 et seq. (the “Plan Assets Regulation”), which specifies the circumstances under which the underlying assets of an entity in which a Plan invests will be considered to be assets of the Plan for purposes of applying the fiduciary requirements of Title I of ERISA (including the prohibited transaction rules of Section 406 of ERISA) and the related prohibited transaction excise tax provisions of Section 4975 of the Code (the “Look Through Rule”). If the assets of the Company were considered to be assets of a Plan, management of the Company might be deemed to be fiduciaries of the investing Plan for ERISA Title I or Code Section 4975 purposes, and the operation of the Company would become subject to ERISA and Code Section 4975.

Under the Plan Assets Regulation, the Look Through Rule will not apply and, therefore, the assets of the Company will not be considered assets of any investing Plan if the Company qualifies as a “venture capital operating company” within the meaning of the Plan Assets Regulation. The Company will be deemed a venture capital operating company if during a specific annual valuation period at least 50% of its assets (other than short-term investments pending long-term commitment or distribution to Members), valued at cost, are invested in Portfolio Investments as to which the Company has or obtains management rights with respect to the underlying Portfolio Company, and the Company actually exercises management rights with respect to one or more of the Portfolio Companies. The term “management rights” means contractual rights directly between the Company and the Portfolio Companies to participate substantially in, or substantially influence the conduct of, the management of the Portfolio Companies. The Company expects to have management rights with respect to most of its Portfolio Investments and, accordingly, the assets of the Company are not expected to constitute “plan assets” under ERISA. There can be no assurance, however, the Company will qualify as a venture capital operating company and, therefore, such fiduciaries should consider prohibitions in ERISA relating to improper delegation of control over “plan assets,” prohibitions relating to such plans from engaging in certain transactions involving plan assets with “parties-in-interest” or “disqualified persons” and other provisions of ERISA and Code Section 4975 dealing with plan assets.

The Company’s assets should not be treated as assets of an employee benefit plan as long as the total equity participation of benefit plans investors in the Company is not significant. In order not to be significant, less than 25% of each class of equity interests in the Company may be held by “benefit plan investors”. The term “benefit plan investor” is defined in Section 3(42) of ERISA to include any (a) “employee benefit plan” subject to Title I of ERISA, (b) “plan” (as defined in Section 4975(e)(1) of the Code) subject to Section 4975 of the Code, including, without limitation, individual retirement accounts and Keogh plans, or (c) entity whose underlying assets include plan assets by reason of such an employee benefit plan or plan’s investment in such entity, including, without limitation, as applicable, an insurance company general account.

The Company will accept subscriptions from either (i) a “benefit plan investor,” as defined under the Plan Assets Regulation, or (ii) an “employee benefit plan,” as defined in Section 3(3) of the ERISA, only if, in the opinion of its legal counsel, the acceptance of such subscription will not cause Company assets to be treated as “plan assets” for purposes of ERISA or Section 4975 of the Code. Consequently, the Company intends to operate on the basis that assets of the Company will not constitute “plan assets” and that, therefore, the Company will not be subject to ERISA or Code Section 4975. However, because the Company’s ability to utilize an exemption to the Look Through Rule depends on the makeup of the Company’s assets and/or the identity of the Members from time to time, Plans should not acquire Units in reliance on the availability of any exception to the Look Through Rule.

The fiduciaries of each Plan proposing to invest in Units are required to represent that they have been informed of and understand the Company’s investment objectives, policies and strategies, that the decision to invest in Units is consistent with the provisions of applicable law, including ERISA and the

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Code, and that such decision was made by them as fiduciaries who are independent of the Company and its affiliates, who are duly authorized to make such investment decision and who, although entitled to rely on the Offering Circular, have not relied on any “investment advice” (within the meaning of Section 3(21) of ERISA) of the Company or such affiliated persons as a basis for making the decision to invest in Units.

PROSPECTIVE MEMBERS THAT ARE SUBJECT TO THE PROVISIONS OF ERISA OR CODE SECTION 4975 SHOULD CONSULT WITH THEIR COUNSEL AND ADVISORS REGARDING THE APPLICABILITY OF THE FIDUCIARY RESPONSIBILITY AND PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE RELEVANT TO AN INVESTMENT IN THE COMPANY, AND TO CONFIRM THAT SUCH AN INVESTMENT WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION OR ANY OTHER VIOLATION OF AN APPLICABLE REQUIREMENT OF ERISA.

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FINANCIAL STATEMENTS

Siouxland Renewable Holdings, LLC

Financial Report
October 10, 2019

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Contents

Independent auditor’s report	1

Financial statements

Balance sheet	2

Notes to financial statements	3

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RSM US LLP

Independent Auditor’s Report

Board of Directors

Siouxland Renewable Holdings, LLC

Report on the Balance Sheet

We have audited the accompanying balance sheet of Siouxland Renewable Holdings, LLC as of October 10, 2019, and the related notes to the balance sheet.

Management’s Responsibility for the Balance Sheet

Management is responsible for the preparation and fair presentation of the balance sheet in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the balance sheet that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the balance sheet based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the balance sheet. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the balance sheet, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the balance sheet.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Siouxland Renewable Holdings, LLC as of October 10, 2019, in accordance with accounting principles generally accepted in the United States of America.

/s/ RSM US LLP

Sioux Falls, South Dakota
November 12, 2019

THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING

RSM US LLP is the U.S. member firm of RSM International, a global network of independent audit, tax, and consulting firms. Visit rsmus.com/aboutus for more information regarding RSM US LLP and RSM International.

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SIOUXLAND RENEWABLE HOLDINGS, LLC

Balance Sheet

October 10, 2019

ASSETS	2019

Current Assets
Cash	$	1,000
Total Current Assets	1,000

Deferred Offering Costs	61,403

Total Assets	$	62,403

EQUITY

Member’s Equity	$	62,403

Total Equity	$	62,403

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SIOUXLAND RENEWABLE HOLDINGS, LLC

Notes to Financial Statements

Note 1. Nature of Business and Significant Accounting Policies

Nature of Business: Siouxland Renewable Holdings, LLC (the “Company”) was formed as a Nebraska limited liability company on October 8, 2019, for the purpose of purchasing the assets of, making capital upgrades to, and operating an existing corn ethanol plant and/or to acquire, hold and sell equity positions in one or more private operating companies that are engaged in the business of ethanol and co product production and distribution either within or outside the State of Nebraska. The Company does not have an agreement to purchase the assets of any particular ethanol plant as of the date hereof.

Siouxland Ethanol, LLC, a Nebraska limited liability company (“SLE”), is currently the only member of the Company. SLE has made an initial capital contribution to the Company of $1,000 in cash. The Company intends to raise up to $50,000,000 of additional equity capital through the offering of 5,000 Units representing membership interests in the Company at $10,000 per Unit. The offering will not close unless the Company raises at least $15,000,000 through this offering from investors other than SLE. If that occurs, SLE has agreed to purchase at least 1,000 Units ($10,000,000) and its $1,000 initial capital contribution to the Company will be credited against the purchase price of those Units. In the event the Company does not reach the Minimum Offering by April 1, 2020, or the Funding Milestones by December 31, 2020, the offering will terminate, and all subscriptions will be refunded to subscribers.

The Company has not commenced operations and has not generated any revenues or profits. All of the offering costs of the Company are being paid by SLE and the Company has no obligation to reimburse SLE for any of those costs. The offering costs totaled $61,403 from inception thru October 10, 2019. These costs have been capitalized as deferred offering costs in the Company’s financial statements as they were for the benefit of the Company. These costs will be charged against the proceeds of the offering as a contra equity amount if the offering is successful or expensed at the time the offering is terminated.

Note 2. Subsequent Events

The Company has evaluated all subsequent events through November 12, 2019, the date the financial statements were available to be issued.

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Part III

EXHIBITS TO OFFERING CIRCULAR

Exhibit
No.		Description

3		Operating Agreement of the Company dated as of October 8, 2019.

4		Form of Subscription Agreement

8		Escrow Agreement(1)

11		Consent of Independent Auditor

12		Opinion regarding Legality

(1) To be filed by amendment.

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jackson, State of Nebraska, on November 14, 2019.

	SIOUXLAND RENEWABLE HOLDINGS, LLC

	By:	/s/ Nicholas Bowdish
		Nicholas Bowdish
		President and Chief Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title(s)	Date

/s/ Nicholas Bowdish	President and Chief Executive Officer	November 14, 2019
Nicholas Bowdish	(Principal Executive Officer)

/s/ Steven Ausdemore	Treasurer and Director	November 14, 2019
Steven Ausdemore	(Principal Financial Officer and
	Principal Accounting Officer)

/s/ Pam Miller	Director	November 14, 2019
Pam Miller

/s/ Shennen S.C. Saltzman	Director	November 14, 2019
Shennen S.C. Saltzman

/s/ Mark Condon	Director	November 14, 2019
Mark Condon

/s/ Darrell J. Downs	Director	November 14, 2019
Darrell J. Downs

/s/ Craig Ebberson	Director	November 14, 2019
Craig Ebberson

/s/ Vernon Henjes	Director	November 14, 2019
Vernon Henjes

/s/ John J. Meuret	Director	November 14, 2019
John J. Meuret

/s/ Luke Moser	Director	November 14, 2019
Luke Moser

/s/ Douglas E. Nelson	Director	November 14, 2019
Douglas E. Nelson

/s/ Ronald Wetherell	Director	November 14, 2019
Ronald Wetherell

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EXHIBIT INDEX

Exhibit
No.		Description

3		Operating Agreement of the Company dated as of October 8, 2019.

4		Form of Subscription Agreement

8		Escrow Agreement(1)

11		Consent of Independent Auditor

12		Opinion regarding Legality

(1) To be filed by amendment.

EX1A-3 HLDRS RTS 3 a19-22880_1ex1a3hldrsrts.htm EX1A-3 HLDRS RTS

Exhibit 3

OPERATING AGREEMENT

SIOUXLAND RENEWABLE HOLDINGS, LLC

THE TRANSFERABILITY OF THE UNITS IN SIOUXLAND RENEWABLE HOLDINGS, LLC REPRESENTED HEREBY IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED, NOR WILL ANY PURCHASER, ASSIGNEE, PLEDGEE OR TRANSFEREE BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSE, UNLESS AND TO THE EXTENT SUCH SALE, ASSIGNMENT, PLEDGE OR TRANSFER IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THIS OPERATING AGREEMENT OF SIOUXLAND RENEWABLE HOLDINGS, LLC.

DATED OCTOBER 8, 2019

SIOUXLAND RENEWABLE HOLDINGS, LLC

OPERATING AGREEMENT

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		Page

SECTION 1.	THE COMPANY	1

1.1	Formation	1
1.2	Name	1
1.3	Purpose; Powers	1
1.4	Principal Place of Business	1
1.5	Term	1
1.6	Title to Property	1
1.7	Nature of Members’ Interests in the Company	2
1.8	Independent Activities; Transactions With Affiliates	2
1.9	Definitions	2

SECTION 2.	CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS	8

2.1	Capital Contributions	8
2.2	Additional Units	9
2.3	Capital Accounts	9

SECTION 3.	ALLOCATIONS	10

3.1	Profits	10
3.2	Losses	10
3.3	Special Allocations	10
3.4	Curative Allocations	12
3.5	Loss Limitation	12
3.6	Other Allocation Rules	12
3.7	Tax Allocations: Code Section 704(c)	13
3.8	Tax Credit Allocations	13

SECTION 4.	DISTRIBUTIONS	13

4.1	Net Cash Flow	13
4.2	Amounts Withheld	13
4.3	Redemptions	14
4.4	Limitations on Distributions	14

SECTION 5.	MANAGEMENT	14

5.1	Directors	14
5.2	Number of Total Directors	14
5.3	Election of Directors	14
5.4	Committees	16

5.5	Authority of Board of Directors	16
5.6	Director as Agent	18
5.7	Restrictions on Authority of Directors	18
5.8	Director Meetings and Notice	18
5.9	Action Without a Meeting	19
5.10	Quorum; Manner of Acting	19
5.11	Voting; Potential Financial Interest	19
5.12	Duties and Obligations of Directors	19
5.13	Chairman and Vice Chairman	19
5.14	President and Chief Executive Officer	20
5.15	Chief Financial Officer	20
5.16	Secretary; Assistant Secretary	20
5.17	Vice President	20
5.18	Delegation	21
5.19	Execution of Instruments	21
5.20	Limitation of Liability; Indemnification of Directors	21
5.21	Compensation and Expenses of Directors and Officers	21
5.22	Loans	22

SECTION 6.	MEMBERS	22

6.1	Members	22
6.2	Rights or Powers	22
6.3	Voting Rights of Members	23
6.4	Member Meetings	23
6.5	Conduct of Meetings	23
6.6	Notice of Meetings; Waiver	23
6.7	Quorum and Proxies	23
6.8	Voting; Action by Members	23
6.9	Record Date	23
6.10	Termination of Membership	24
6.11	Continuation of the Company	24
6.12	No Obligation to Purchase Membership Interest	24
6.13	Waiver of Dissenters Rights	24

SECTION 7.	ACCOUNTING, BOOKS AND RECORDS	24

7.1	Accounting, Books and Records	24
7.2	Delivery to Members and Inspection	25
7.3	Annual Financial Statements	25
7.4	Tax Matters	25

SECTION 8.	AMENDMENTS	27

8.1	Amendments	27

SECTION 9.	TRANSFERS OF UNITS	27

9.1	Transfers of Units	27
9.2	Permitted Transfers	29
9.3	Prohibited Transfers	29

9.4	No Dissolution or Termination	29
9.5	Distributions and Allocations in Respect of Transferred Units	29

SECTION 10.	DISSOLUTION AND WINDING UP	30

10.1	Dissolution	30
10.2	Winding Up	30
10.3	Compliance with Certain Requirements of Regulations; Deficit Capital Accounts	30
10.4	Deemed Distribution and Recontribution	30
10.5	Rights of Unit Holders	31
10.6	Allocations During Period of Liquidation	31
10.7	Character of Liquidating Distributions	31
10.8	The Liquidator	31
10.9	Forms of Liquidating Distributions	31

SECTION 11.	MISCELLANEOUS	31

11.1	Notices	31
11.2	Binding Effect	32
11.3	Construction	32
11.4	Headings	32
11.5	Severability	32
11.6	Incorporation By Reference	32
11.7	Variation of Terms	32
11.8	Governing Law	32
11.9	Waiver of Jury Trial	32
11.10	Counterpart Execution; Electronic Delivery	33
11.11	Specific Performance	33

iii

OPERATING AGREEMENT
OF
SIOUXLAND RENEWABLE HOLDINGS, LLC

THIS OPERATING AGREEMENT (this “Agreement”) of SIOUXLAND RENEWABLE HOLDINGS, LLC, a Nebraska limited liability company (the “Company”), has been entered into, and shall be effective as of, October 8, 2019, by and between the Company and Siouxland Ethanol, LLC, a Nebraska limited liability company (“Siouxland Ethanol”), in its capacity as the initial member of the Company, and which will be subsequently entered into by each additional Person admitted as a member of the Company from time to time after the date hereof in accordance with the terms hereof. (Siouxland Ethanol and each such other Person are sometimes referred to herein, individually, as a “Member,” and, collectively, as the “Members”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 1.9 hereof.

SECTION 1. THE COMPANY

1.1 Formation. The Company was formed as a Nebraska limited liability company by filing a Certificate of Organization with the Nebraska Secretary of State on October 8, 2019 pursuant to the provisions of the Act (the “Certificate”). To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

1.2 Name. The name of the Company shall be “Siouxland Renewable Holdings, LLC” and all business of the Company shall be conducted in such name.

1.3 Purpose; Powers. The nature of the business and purpose of the Company is to engage in the business of ethanol and co-product production and distribution either within or outside of the State of Nebraska, and/or to acquire, hold, and sell equity positions in one or more private operating companies that are engaged in the business of ethanol and co-product production and distribution either within or outside of the State of Nebraska. The Company has the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the purpose of the Company as set forth in this Section 1.3 and has, without limitation, any and all powers that may be exercised on behalf of the Company by the Board of Directors pursuant to Section 5 hereof.

1.4 Principal Place of Business. The Company shall continuously maintain an office in Nebraska. The principal office of the Company shall be at 1501 Knox Boulevard, Jackson, Nebraska 68743, or elsewhere in the State of Nebraska as the Board of Directors may determine. Any documents required by the Act to be kept by the Company shall be maintained at the Company’s principal office.

1.5 Term. The Company shall have an indefinite term that shall continue until the winding up and liquidation of the Company and its business is completed following a Dissolution Event as provided in Section 10 hereof.

1.6 Title to Property. All Property owned by the Company shall be owned by the Company as an entity and the Company shall hold title to all of its Property in the name of the Company and not in the name of any Member. No Member shall have any ownership interest in any Company Property in his, her or its individual name. The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for, or in payment of, any individual obligation of any Member.

1.7 Nature of Members’ Interests in the Company. Each Member’s interest in the Company, and the Units issued by the Company to such Member representing such interest, shall be personal property for all purposes.

1.8 Independent Activities; Transactions With Affiliates. Each Director shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in such Director’s discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (a) prevent any Member or Director or its Affiliates, acting on its own behalf, from engaging in whatever activities he, she or it chooses (including, specifically, being a member, officer, director or employee of Siouxland Ethanol), whether the same are competitive with the Company or its Affiliates or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member; or (b) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Board of Directors is hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director) or any Affiliate of any Member, acting on its, his or her own behalf, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

1.9 Definitions. Capitalized words and phrases used in this Agreement have the following meanings:

(a) “Accredited Investor” has the meaning given to that term in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended from time to time.

(b) “Act” means the Nebraska Uniform Limited Liability Company Act (Neb. Rev. Stat. §§ 21-101 et seq.), as it may be amended from time to time (or any corresponding provision or provisions of any succeeding law).

(c) “Adjusted Capital Account Deficit” means, with respect to any Unit Holder, the deficit balance, if any, in such Unit Holder’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) Credit to such Capital Account any amounts which such Unit Holder is deemed to be obligated to restore pursuant to the next to the last sentence in Sections 1.704-2(g)(1) and

1.704-2(i)(5) of the Regulations, and (ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations. The foregoing definition is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

(d) “Affiliate” means, with respect to any Person: (i) any Person directly or indirectly controlling, controlled by or under common control with such Person; (ii) any officer, director, general partner, member or trustee of such Person; or (iii) any Person who is an officer, director, general partner, member or trustee of any Person described in clauses (i) or (ii) of this sentence. For purposes of this definition, the terms “controlling,” “controlled by” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least fifty percent (50%) of the directors, members, or persons exercising similar authority with respect to such Person.

(e) “Agreement” means this Operating Agreement of the Company, as it may be amended or restated from time to time.

(f) “Capital Account” means the separate capital account maintained for each Unit Holder in accordance with Section 2.3.

(g) “Capital Contributions” means, with respect to any Member, the amount of money (US Dollars) and the initial Gross Asset Value of any assets or property (other than money) contributed by such Member (or such Member’s predecessor in interest) to the Company (net of liabilities secured by such contributed property that the Company is considered to assume, or take subject to, under Code Section 752) with respect to the Units in the Company held or purchased by such Member, including additional Capital Contributions.

(h) “Certificate” means the Certificate of Organization of the Company filed with the Nebraska Secretary of State, as same may be amended or restated from time to time.

(i) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

(j) “Company” means Siouxland Renewable Holdings, LLC, a Nebraska limited liability company.

(k) “Company Minimum Gain” has the meaning given the term “partnership minimum gain” in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

(l) “Debt” means (i) any indebtedness for borrowed money or the deferred purchase price of property as evidenced by a note, bonds, or other instruments; (ii) obligations as lessee under capital leases; (iii) obligations secured by any mortgage, pledge, security interest, encumbrance, lien or charge of any kind existing on any asset

owned or held by the Company whether or not the Company has assumed or become liable for the obligations secured thereby; (iv) any obligation under any interest rate swap agreement; (v) accounts payable; and (vi) obligations under direct or indirect guarantees of (including obligations (contingent or otherwise) to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv) and (v), above provided that Debt shall not include obligations in respect of any accounts payable that are incurred in the ordinary course of the Company’s business and are not delinquent or are being contested in good faith by appropriate proceedings.

(m) “Deferral Event” shall have the meaning set forth in Section 9.1(g) hereof.

(n) “Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board of Directors.

(o) “Director” means any Person who (i) is referred to as such in Section 5 of this Agreement or has become a Director pursuant to the terms of this Agreement, and (ii) has not ceased to be a Director pursuant to the terms of this Agreement. For purposes of the Act, the Directors shall be deemed to be the “managers” (as such term is defined and used in the Act) of the Company.

(p) “Dissolution Event” shall have the meaning set forth in Section 10.1 hereof.

(q) “Facilities” shall mean the ethanol production and co-product production facilities in Nebraska or such other location as may be determined by the Board of Directors to be acquired, owned and operated by the Company pursuant to the Company’s business plan.

(r) “Fiscal Year” means (i) any twelve-month period commencing on October 1 and ending on September 30 and (ii) the period commencing on the immediately preceding October 1 and ending on the date on which all Property is distributed to the Unit Holders pursuant to Section 10 hereof, or, if the context requires, any portion of a Fiscal Year for which an allocation of Profits or Losses or a distribution is to be made.

(s) “GAAP” means generally accepted accounting principles in effect in the United States of America from time to time.

(t) “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows: (i) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Board of Directors provided that the initial Gross Asset Values of the assets contributed to the Company pursuant to Section 2.1 hereof shall be as set forth in such section; (ii) the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account), as determined by the Board of Directors as of the following times: (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and (C) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), provided that an adjustment described in clauses (A) and (B) of this paragraph shall be made only if the Board of Directors reasonably determines that such adjustment is necessary to reflect the relative economic interests of the Members in the Company; (iii) the Gross Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal the gross fair market value (taking Code Section 7701(g) into account) of such asset on the date of distribution as determined by the Board of Directors; and (iv) the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi) of the definition of “Profits” and “Losses” or Section 3.3(c) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (ii) or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Profits and Losses.

(u) “Issuance Items” has the meaning set forth in Section 3.3(h) hereof.

(v) “Liquidation Period” has the meaning set forth in Section 10.6 hereof.

(w) “Liquidator” has the meaning set forth in Section 10.8 hereof.

(x) “Losses” has the meaning set forth in the definition of “Profits” and “Losses.”

(y) “Member” means any Person who has become a Member of the Company pursuant to the terms of this Agreement and is shown as the Record Holder of one or more Units on the Membership Register.

(z) “Membership Economic Interest” means, collectively, a Member’s share of “Profits” and “Losses,” the right to receive distributions of the Company’s assets, and

the right to information concerning the business and affairs of the Company provided by the Act. The Membership Economic Interest of a Member is quantified by the unit of measurement referred to herein as “Units.”

(aa) “Membership Interest” means, collectively, the Membership Economic Interest and Membership Voting Interest.

(bb) “Membership Register” means the membership register maintained by the Company pursuant to Section 6.1(a) hereof.

(cc) “Membership Voting Interest” means a Member’s right to vote as set forth in this Agreement or required by the Act. The Membership Voting Interest of a Member shall mean as to any matter to which the Member is entitled to vote hereunder or as may be required under the Act, the right to one (1) vote for each Unit registered in the name of such Member as shown in the Membership Register.

(dd) “Net Cash Flow” means the gross cash proceeds of the Company less the portion thereof used to pay or establish reserves for all Company expenses, Debt payments, capital improvements, replacements, redemptions of Units under Section 4.3 hereof, and contingencies, all as reasonably determined by the Board of Directors. “Net Cash Flow” shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of reserves previously established.

(ee) “Nominating Member” has the meaning set forth in Section 5.3(b) hereof.

(ff) “Nonrecourse Deductions” has the meaning set forth in Section 1.704-2(b)(1) of the Regulations.

(gg) “Nonrecourse Liability” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

(hh) “Officer” or “Officers” has the meaning set forth in Section 5.18 hereof.

(ii) “Partnership Representative” has the meaning set forth in Section 7.4(c) hereof.

(jj) “Partnership Tax Audit Rules” means Code Sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

(kk) “Permitted Transfer” has the meaning set forth in Section 9.2 hereof.

(ll) “Person” means any individual, partnership (whether general or limited), joint venture, limited liability company, corporation, trust, estate, association, nominee or other entity.

(mm) “President” shall have the meaning set forth in Section 5.14 hereof.

(nn) “Profits” and “Losses” mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication): (i) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss; (ii) any expenditures of the Company described in Code Section 705(a)(2)(b) or treated as Code Section 705(a)(2)(b) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses,” shall be subtracted from such taxable income or loss; (iii) in the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; (iv) gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value; (v) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation; (vi) to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704-(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Unit Holder’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and, notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 3.3 and Section 3.4 hereof shall not be taken into account in computing Profits or Losses. The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Sections 3.3 and Section 3.4 hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

(oo) “Property” means all real and personal property acquired by the Company, including cash, and any improvements thereto, and shall include both tangible and intangible property.

(pp) “Record Holder” means a Person who is the holder of record of a Unit determined in accordance with the provisions of Rule 12g5-1 under the Securities Exchange Act of 1934, as amended.

(qq) “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations are amended from time to time.

(rr) “Regulatory Allocations” has the meaning set forth in Section 3.4 hereof.

(ss) “Related Party” means the adopted or birth relatives of any Person and such Person’s spouse (whether by marriage or common law), if any, including, without limitation, great-grandparents, grandparents, parents, children (including stepchildren and adopted children), grandchildren, and great-grandchildren thereof, and such Person’s (and such Person’s spouse’s) brothers, sisters, and cousins and their respective lineal ancestors and descendants, and any other ancestors and/or descendants, and any spouse of any of the foregoing, each trust created for the exclusive benefit of one or more of the foregoing, and the successors, assigns, heirs, executors, personal representatives and estates of any of the foregoing.

(tt) “Siouxland Ethanol” means Siouxland Ethanol, LLC, a Nebraska limited liability company that is the initial Member of the Company.

(uu) “Subscription Agreement” means an agreement evidencing a Member’s subscription for Units and the Capital Contribution that such Member has made in connection with the initial issuance of Units to such Member.

(vv) “Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition and, as a verb, voluntarily or involuntarily to transfer, give, sell, exchange, assign, pledge, bequest or hypothecate or otherwise dispose of.

(ww) “Unit” means a unit of limited liability company interest of a Member in the Company, including any and all benefits to which such Member may be entitled as provided under the Act and in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement. The Member Economic Interest and Membership Voting Interest shall be the same for each Unit; provided, however, the Capital Contributions payable with respect to Units may differ as determined by the Board of Directors. Units will not be certificated.

(xx) “Unit Holder” means the owner of one or more Units, whether or not admitted as a Member.

(yy) “Unit Holder Nonrecourse Debt” has the same meaning as the term “partner nonrecourse debt” in Section 1.704-2(b)(4) of the Regulations.

(zz) “Unit Holder Nonrecourse Debt Minimum Gain” means an amount, with respect to each Unit Holder Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Unit Holder Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

(aaa) “Unit Holder Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse deductions” in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

SECTION 2. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

2.1 Capital Contributions. Upon a Member’s admission to the Company as a Member (other than as a result of the Transfer of outstanding Units to such Member), such Member shall make a Capital Contribution to the Company in cash for each Unit issued to such Member in accordance with the terms of such Member’s Subscription Agreement. No Unit Holder shall be obligated to make any additional Capital Contributions to the Company or to pay any assessment to the Company, other than any unpaid amounts on such Unit Holder’s original Capital Contributions made pursuant to this Section 2.1, and no Units shall be subject to any calls, requests or demands for capital.

2.2 Additional Units. Additional Units may be issued in consideration of Capital Contributions at any time and from time to time, and on such terms and conditions, as the Board of Directors shall determine; provided, however, the Board of Directors will not issue Units to any Person if, as a result thereof, (a) the total number of Unit Holders would exceed 1,999 or (b) the total number of Units Holders who are not Accredited Investors would exceed 499. Unless already a Member, each Person to whom additional Units are issued shall be admitted as a Member in accordance with this Agreement and shall become a party to this Agreement.

2.3 Capital Accounts. A Capital Account shall be maintained for each Unit Holder in accordance with the following provisions:

(a) To each Unit Holder’s Capital Account there shall be credited (i) such Unit Holder’s Capital Contributions; (ii) such Unit Holder’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 3.3 and Section 3.4; and (iii) the amount of any Company liabilities assumed by such Unit Holder or which are secured by any Property distributed to such Unit Holder;

(b) To each Unit Holder’s Capital Account there shall be debited (i) the amount of money and the Gross Asset Value of any Property distributed to such Unit Holder pursuant to any provision of this Agreement; (ii) such Unit Holder’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3.3 and 3.4 hereof; and (iii) the amount of any liabilities of such Unit Holder assumed by the Company or which are secured by any Property contributed by such Unit Holder to the Company;

(c) In the event Units are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Units; and

(d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Board of Directors shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Unit Holders), are computed in order to comply with such Regulations, the Board of Directors may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any Person pursuant to Section 10 hereof upon the dissolution of the Company. The Board of Directors also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Unit Holders and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

SECTION 3. ALLOCATIONS

3.1 Profits. After giving effect to the special allocations in Section 3.3 and Section 3.4 hereof, Profits for any Fiscal Year shall be allocated among the Unit Holders in proportion to Units held.

3.2 Losses. After giving effect to the special allocations in Section 3.3 and hereof, Losses for any Fiscal Year shall be allocated among the Unit Holders in proportion to Units held.

3.3 Special Allocations. The following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Unit Holder shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Unit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 3.3(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

(b) Unit Holder Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Unit Holder Nonrecourse Debt Minimum Gain attributable to a Unit Holder Nonrecourse Debt during any Fiscal Year, each Unit Holder who has a share of the Unit Holder Nonrecourse Debt Minimum Gain attributable to such Unit Holder Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of

the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Unit Holder’s share of the net decrease in Unit Holder Nonrecourse Debt Minimum Gain, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 3.3(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

(c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

(d) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 3 have been made as if Section 3.3(c) and this Section 3.3(d) were not in this Agreement.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated among the Members in proportion to Units held.

(f) Unit Holder Nonrecourse Deductions. Any Unit Holder Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Unit Holder who bears the economic risk of loss with respect to the Unit Holder Nonrecourse Debt to which such Unit Holder Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(g) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the

result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(h) Allocations Relating to Taxable Issuance of Company Units. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of Units by the Company to a Unit Holder (the “Issuance Items”) shall be allocated among the Unit Holders so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Unit Holder shall be equal to the net amount that would have been allocated to each such Unit Holder if the Issuance Items had not been realized.

3.4 Curative Allocations. The allocations set forth in Sections 3.3(a), 3.3(b), (c), 3.3(d), 3.3(e), 3.3(f), 3.3(g) and 3.5 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 3.4. Therefore, notwithstanding any other provision of this Section 3 (other than the Regulatory Allocations), the Board of Directors shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 3.1, 3.2, and 3.3(h).

3.5 Loss Limitation. Losses allocated pursuant to Section 3.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Unit Holder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Unit Holders would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.2 hereof, the limitation set forth in this Section 3.5 shall be applied on a Unit Holder by Unit Holder basis and Losses not allocable to any Unit Holder as a result of such limitation shall be allocated to the other Unit Holders in accordance with the positive balances in such Unit Holder’s Capital Accounts so as to allocate the maximum permissible Losses to each Unit Holder under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

3.6 Other Allocation Rules.

(a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Board of Directors using any permissible method under Code Section 706 and the Regulations thereunder.

(b) The Unit Holders are aware of the income tax consequences of the allocations made by this Section 3 and hereby agree to be bound by the provisions of this Section 3 in reporting their shares of Company income and loss for income tax purposes.

(c) Solely for purposes of determining a Unit Holder’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations 1.752-3(a)(3), the Unit Holders’ aggregate interests in Company profits shall be deemed to be as provided in the capital accounts. To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the Board of Directors shall endeavor to treat distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Unit Holder Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Unit Holder.

(d) Allocations of Profits and Losses to the Unit Holders shall be allocated among them in the ratio which each Unit Holder’s Units bears to the total number of Units issued and outstanding.

3.7 Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

3.8 Tax Credit Allocations. All credits against income tax with respect to the Company’s property or operations shall be allocated among the Members in accordance with their respective membership interests in the Company for the Fiscal Year during which the expenditure, production, sale, or other event giving rise to the credit occurs. This Section 3.8 is intended to comply with the applicable tax credit allocation principles of Section 1.704-1(b)(4)(ii) of the Regulations and shall be interpreted consistently therewith.

SECTION 4. DISTRIBUTIONS

4.1 Net Cash Flow. The Board of Directors, in its discretion, shall make distributions of Net Cash Flow, if any, to the Members. Except as otherwise provided in Section 10 hereof, Net Cash Flow, if any, shall be distributed to the Unit Holders in proportion to Units held subject to, and to the extent permitted by, any loan covenants or restrictions on such distributions agreed

to by the Company in any loan, credit or any other Debt financing agreements with the Company’s lenders and creditors from time to time in effect. In determining Net Cash Flow, the Board of Directors shall endeavor to provide for cash distributions at such times and in such amounts as will permit the Unit Holders to make timely payment of income taxes.

4.2 Amounts Withheld. The Company is authorized to withhold from payments and distributions, or with respect to allocations to the Unit Holders, and to pay over to any federal, state and local government or any foreign government, any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state or local law or any foreign law, and shall allocate any such amounts to the Unit Holders with respect to which such amount was withheld. All amounts withheld pursuant to the Code or any provision of any state, local or foreign tax law with respect to any payment, distribution or allocation to the Company or the Unit Holders shall be treated as amounts paid or distributed, as the case may be, to the Unit Holders with respect to which such amount was withheld pursuant to this Section 4.2 for all purposes under this Agreement.

4.3 Redemptions. No Unit Holder shall have the right to require the Company to repurchase or redeem such Unit Holder’s Units. However, the Company may repurchase or redeem Units from Unit Holders, or any of them, in such amounts, for such prices, on such terms and at such times as determined by the Board of Directors in the exercise of its sole discretion; provided, however, that the Company shall not be authorized to repurchase or redeem Units from Members at any time after a Dissolution Event.

4.4 Limitations on Distributions. The Company shall make no distributions to the Unit Holders except as provided in this Section 4 and Section 10 hereof. Notwithstanding any other provision, no distribution shall be made if it is not permitted to be made under § 21-134 of the Act.

SECTION 5. MANAGEMENT

5.1 Directors. The Company is a “manager-managed” limited liability company for all purposes under the Act and, except as otherwise expressly provided in this Agreement, the Board of Directors shall have the exclusive right and authority to direct the business and affairs of the Company, and shall exercise all of the powers of the Company. The Board of Directors shall adopt such policies, rules, regulations, and actions not inconsistent with law or this Agreement as it may deem advisable. The amendment or repeal of this section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

5.2 Number of Total Directors. The total number of Directors of the Company shall be a minimum of seven (7) and a maximum of fifteen (15). The initial number of directors shall be eleven (11). The Board of Directors may increase or decrease the total number of Directors comprising the entire Board of Directors at any time within the foregoing range; provided, however, that no decrease in the number of Directors making up the entire Board of Directors shall result in the shortening of the term of any incumbent Director.

5.3 Election of Directors.

(a) Initial Directors. As of the date hereof, Siouxland Ethanol, as the initial Member of the Company, has appointed the following individuals to serve as the Directors of the Company and designated them as Group I, Group II and Group III Directors for purposes of Section 5.3(b) below:

Group I Directors	Group II Directors	Group III Directors
Steven R. Ausdemore	Darrell J. Downs	Craig Ebberson
Mark Condon	Ronald Wetherell	John Meuret
Douglas E. Nelson	Vernon Henjes	Pam Miller
	Luke Moser	Shennen S.C. Saltzman

(b) Election of Directors and Terms. Directors are classified into three groups designated as Group I, Group II and Group III, with each such group being elected to serve for a staggered term of three (3) years. As of the Effective Date, the current term of the Group I Directors expires in 2021, the current term of the Group II Directors expires in 2022, and the current term of the Group III Directors expires in 2023. At each annual meeting of the Members, the group of Directors whose term expires as of the date of such annual meeting shall be elected by the Members for a term of three (3) years, and each such elected Director shall serve until a successor is elected and qualified, or until the earlier death, resignation, removal or disqualification of any such Director. Directors shall be elected by a plurality vote of the Members, so that the nominees receiving the greatest number of votes relative to all other nominees are elected as Directors. A Director may not be removed or disqualified from the Board of Directors other than for Cause (as hereinafter defined) as determined by the vote or consent of a majority of the other Directors then serving on the Board of Directors. For purposes hereof, “Cause” shall mean (i) a breach of a fiduciary duty by such Director; or (ii) the conviction of such Director of, or plea of nolo contendere by such Director to, any felony or any crime of moral turpitude.

(c) Nominations for Directors. One or more nominees for the Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Board of Directors. Nominations for the election of Directors may also be made by any Member who holds, or Members who hold in the aggregate, at least ten percent (10%) of the then outstanding Units (each such Member making a nomination hereunder is referred to as a “Nominating Member”). Any Nominating Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Nominating Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall set forth:

(i) the name and address of record of the Nominating Member who intends to make the nomination;

(ii) a representation that the Nominating Member is a Record Holder of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

(iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee;

(iv) a description of all arrangements or understandings between the Nominating Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Nominating Member;

(v) such other information regarding each nominee proposed by such Nominating Member that the Board may request for inclusion in the proxy statement so that the information available with respect to all nominees is reasonably equivalent; and

(vi) the consent of each nominee to serve as a Director of the Company if so elected.

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director of the Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the remainder of such term.

5.4 Committees. A resolution approved by the affirmative vote of a majority of the Board of Directors may establish committees having the authority of the Board of Directors in the management of the business of the Company to the extent consistent with this Agreement and the Act. A committee shall consist of one or more persons appointed by affirmative vote of a majority of the Directors present. A majority of the committee members shall be Directors but not every committee member is required to be a Director. Committees may include a compensation committee and/or an audit committee, in each case consisting of one or more independent Directors or other independent persons. Committees are subject to the direction and control of the Board of Directors, and vacancies in the membership thereof shall be filled by the Board of Directors. A majority of the members of the committee present at a meeting is a

quorum for the transaction of business, unless a larger or smaller proportion or number is provided in a resolution approved by the affirmative vote of a majority of the Directors present.

5.5 Authority of Board of Directors. Subject to the limitations and restrictions set forth in this Agreement, the Board of Directors shall direct the management of the business and affairs of the Company and shall have all of the rights and powers which may be possessed by a “manager” under the Act including, without limitation, the right and power to do or perform the following and, to the extent permitted by the Act or this Agreement, the further right and power by resolution of the Board of Directors to delegate to the Officers or such other Person or Persons to do or perform the following:

(b) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company;

(d) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the business, or in connection with managing the affairs of the Company, including executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, both as Directors and, if required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Board of Directors;

(e) Cause the Company to issue any number of Units in exchange for Capital Contributions to the Company in such amounts as may be established from time to time by the Board of Directors, subject only to the limitation in Section 2.2 hereof;

(i) Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement;

(j) Contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company;

(k) Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Directors’ and Officers’ liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified;

(l) Take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company;

(m) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or the Directors or Officers in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith;

(o) Agree with any Person as to the form and other terms and conditions of such Person’s Capital Contribution to the Company and cause the Company to issue Membership Economic Interests and Units in consideration of such Capital Contribution; and

(p) Indemnify a Member or Directors or Officers, or former Members or Directors or Officers, and to make any other indemnification that is authorized by this Agreement in accordance with, and to the fullest extent permitted by, the Act.

5.6 Director as Agent. Notwithstanding the power and authority of the Board of Directors to manage the business and affairs of the Company, no Director acting individually shall have authority to act as agent for the Company for the purposes of its business (including the execution of any instrument on behalf of the Company) unless the Board of Directors has authorized the Director to take such action. The Board of Directors may also delegate authority to manage the business and affairs of the Company (including the execution of instruments on behalf of the Company) to such Person or Persons (including to any Officers) designated by the Board of Directors, and such Person or Persons (or Officers) shall have such titles and authority as determined by the Board of Directors.

5.7 Restrictions on Authority of Directors. The Board of Directors shall not have authority to take, or cause the Company to take, any of the following actions without the prior consent of the Members holding at least a majority of the Membership Voting Interests:

(a) Merge or consolidate with or into any other entity;

(b) Sell, exchange or otherwise dispose of at one time all or substantially all of the Property, except for a liquidating sale of the Property in connection with the dissolution of the Company;

(d) Engage in any business that is not consistent with the stated purposes of the Company set forth in Section 1.3 hereof or use Company Property, or assign rights in Company Property, for other than a Company purpose; or

(e) Confess a judgment against the Company in an amount in excess of $5,000,000.

5.8 Director Meetings and Notice. Meetings of the Board of Directors shall be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors may also be called by the Chairman of the Company or by any two or more Directors. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice shall be required. In all other cases, five (5) days’ written notice of meetings, stating the date, time, and place thereof and any other information required by law or desired by the Person(s) calling such meeting, shall be given to each Director. Any Director may waive notice of any meeting. A waiver of notice by a Director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless such Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting is now lawfully called or convened and does not participate thereafter in the meeting.

5.9 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may also be taken by a written action signed by not less than the minimum number of Directors authorized to vote on the matter that would be required to take such action at a duly constituted meeting of the Board of Directors at which all the Directors were present, provided that a copy of such written action shall be promptly given to all such Directors. The

Directors may participate in any meeting of the Board of Directors by means of telephone conference or similar means of communication by which all persons participating in the meeting can simultaneously hear each other.

5.10 Quorum; Manner of Acting. Not less than fifty percent (50%) of the Directors authorized to vote on a matter as provided by this Agreement shall constitute a quorum for the transaction of business at any Board of Directors’ meeting. Each Director shall have one (1) vote at meetings of the Board of Directors. The Board of Directors shall take action by the vote of a majority of the number of Directors present at a meeting at which a quorum is present.

5.11 Voting; Potential Financial Interest. No Director shall be disqualified from voting on any matter to be determined or decided by the Board of Directors solely by reason of such Director’s (or his/her Affiliate’s) potential financial interest in the outcome of such vote, provided that the nature of such Director’s (or his/her Affiliate’s) potential financial interest was reasonably disclosed to the Board of Directors on behalf of the Company at the time of such vote.

5.12 Duties and Obligations of Directors. The Board of Directors shall cause the Company to conduct its business and operations separate and apart from that of any Director or any of its Affiliates. The Board of Directors shall take all actions which may be necessary or appropriate (a) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Nebraska and each other jurisdiction in which such existence is necessary to protect the limited liability of Members or to enable the Company to conduct the business in which it is engaged, and (b) for the accomplishment of the Company’s purposes in accordance with the provisions of this Agreement and applicable laws and regulations. Each Director shall have the duty to discharge the foregoing duties in good faith, in a manner the Director believes to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. The Directors shall be under no other fiduciary duty to the Company or the Members to conduct the affairs of the Company in a particular manner.

5.13 Chairman and Vice Chairman. Unless provided otherwise by a resolution adopted by the Board of Directors, the Chairman shall preside at meetings of the Members and of the Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect, may maintain records of and certify proceedings of the Directors and Members, and shall perform such other duties as may from time to time be prescribed by the Board of Directors. The Vice Chairman shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman and shall perform such other duties as the Board of Directors or the Chairman may from time to time prescribe. The Board of Directors may designate more than one Vice Chairmen, in which case the Vice Chairmen shall be designated by the Board of Directors so as to denote which is most senior in office.

5.14 President and Chief Executive Officer. Until provided otherwise by a resolution of the Board of Directors, the Chairman shall also act as the President and CEO of the Company (herein referred to as the “President”; the titles of President and CEO shall constitute a reference to one and the same office and Officer of the Company). The Chairman may exercise the duties of the office of Chairman using any such designations. The President shall perform the duties

normally performed by a person acting as the president of a business corporation formed under Nebraska law, including, without limitation, the management of the Company’s day-to-day operations, and such other duties as the Board of Directors may from time to time prescribe.

5.15 Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Financial Officer of the Company shall be the Treasurer of the Company and shall keep accurate financial records for the Company; shall deposit all monies, drafts, and checks in the name of and to the credit of the Company in such banks and depositories as the Board of Directors shall designate from time to time; shall endorse for deposit all notes, checks, and drafts received by the Company as ordered by the Board of Directors, making proper vouchers therefore; shall disburse Company funds and issue checks and drafts in the name of the Company as ordered by the Board of Directors, shall render to the President and the Board of Directors, whenever requested, an account of all such transactions as Chief Financial Officer and of the financial condition of the Company, and shall perform such other duties as may be prescribed by the Board of Directors or the President from time to time. The Chief Financial Officer of the Company shall also be responsible for causing the preparation of financial reports of the Company and the coordination of financial matters of the Company with the Company’s accountants.

5.16 Secretary; Assistant Secretary. The Secretary shall attend all meetings of the Board of Directors and of the Members and shall maintain records of and, whenever necessary, certify all proceedings of the Board of Directors and of the Members. The Secretary shall keep the required records of the Company, when so directed by the Board of Directors or other person or person authorized to call such meetings, shall give or cause to be given notice of meetings of the Members and of meetings of the Board of Directors, and shall also perform such other duties and have such other powers as the Chairman or the Board of Directors may prescribe from time to time. An Assistant Secretary, if any, shall perform the duties of the Secretary during the absence or disability of the Secretary.

5.17 Vice President. The Company may have one or more Vice Presidents. If more than one, the Board of Directors shall designate which is most senior. The most senior Vice President shall perform the duties of the President in the absence of the President.

5.18 Delegation. By written resolution approved by the Board of Directors, the President, Chief Financial Officer, Vice President and Secretary (individually, an “Officer” and, collectively, “Officers”) may delegate in writing some or all of the duties and powers of such Officer’s management position to other Persons. An Officer who delegates the duties or powers of an office remains subject to the standard of conduct for such Officer with respect to the discharge of all duties and powers so delegated.

5.19 Execution of Instruments. All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Company shall be signed on behalf of the Company by (a) the Chairman; (b) when authorized by resolutions(s) of the Board of Directors, the President; or (c) such other person or persons as may be designated from time to time by the Board of Directors.

5.20 Limitation of Liability; Indemnification of Directors. To the maximum extent permitted under the Act and other applicable law, no Member, Director or Officer of this Company shall be personally liable for any Debt, obligation or liability of this Company merely by reason of being a Member, Director, Officer or all of the foregoing. No Director or Officer of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the liability of a Director or Officer for any of the following: (a) for any breach of the duty of loyalty to the Company or its Members; (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or (c) for a transaction from which the Director or Officer derived an improper personal benefit or a wrongful distribution in violation of the Act. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Director or Officer, in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Director or Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director or Officer, including a derivative suit, the Company shall indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director or Officer, including reasonable attorneys’ fees incurred in the defense of such action. Notwithstanding the foregoing provisions, no Director or Officer shall be indemnified by the Company to the extent prohibited or limited (but only to the extent limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in such Person’s official capacity against any liability asserted against and incurred by such Person in or arising from that capacity, whether or not the Company would otherwise be required to indemnify the Person against the liability.

5.21 Compensation and Expenses of Directors and Officers. The Board of Directors shall have the authority to establish reasonable compensation for Directors for services to the Company as Directors, Officers, or otherwise and to reimburse Directors for the reasonable travel and other expenses, if any, incurred by them to attend meetings of the Board of Directors and its committees or otherwise in connection with carrying out their duties as Directors. In addition, the Directors, by resolution, may approve the salaries and other compensation packages of the Officers of the Company.

5.22 Loans. Any Member or Affiliate may, with the consent of the Board of Directors, lend or advance money to the Company. If any Member or Affiliate shall make any loan or loans to the Company or advance money on its behalf, the amount of any such loan or advance shall not be treated as a contribution to the capital of the Company but shall be a Debt due from the Company. The amount of any such loan or advance by a lending Member or Affiliate shall be repayable out of the Company’s cash and shall bear interest at a rate not in excess of the prime rate established, from time to time, by any major bank selected by the Board of Directors for loans to its most creditworthy commercial borrowers, plus four percent (4%) per annum. If a Director, or any Affiliate of a Director, is the lending Member, the rate of interest and the terms and conditions of such loan shall be no less favorable to the Company than if the lender had been

an independent third party. None of the Members or their Affiliates shall be obligated to make any loan or advance to the Company.

SECTION 6. MEMBERS

6.1 Members.

(a) The name and address of, and number of Units owned by, each Member shall be set forth in the Member Register that is maintained by the Company at its principal office or by a duly appointed agent of the Company, and which shall be updated from time to time to reflect the admission and withdrawal of Members, the issuance and Transfer of Units or other changes to the information set forth therein. Updating of the Membership Register shall not be considered amendments to this Agreement for purposes of Section 8.1 hereof.

(b) Persons acquiring Units directly from the Company shall be admitted as Members on the closing date established by the Company for the issuance of Units to such Persons. Except as otherwise provided herein, Persons who acquire Units by way of Transfer from existing Unit Holders shall only be admitted as a Member of the Company with the prior approval of the Board of Directors. The admission of any Person as a Member will be effective only after such Person has executed and delivered to the Company a counterpart signature page to this Agreement in a form acceptable to the Board of Directors and such other documents as may be required hereunder.

(c) Unless and until admitted as a Member, a Person acquiring Units will be entitled only to the Membership Economic Interest associated with such Units and will have no other rights of a Member hereunder (including the Membership Voting Rights associated with such Units) or under the Act.

(d) All Members acknowledge that the admission of additional Members may result in dilution of a Member’s Membership Interest.

6.2 Rights or Powers. Except as otherwise expressly provided for in this Agreement, the Members shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way.

6.3 Voting Rights of Members. The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

6.4 Member Meetings. Meetings of the Members shall be called by the Board of Directors, and shall be held at the principal office of the Company or at such other place as shall be designated by the person calling the meeting. Members representing an aggregate of not less than five percent (5%) of the Membership Voting Interests may also in writing demand that the Board of Directors call a meeting of the Members. Regular meetings of the Members shall be held not less than once per Fiscal Year.

6.5 Conduct of Meetings. Subject to the discretion of the Board of Directors, the Members entitled to participate in any meeting of the Members may do so by means of telephone conference or similar means of communication by which all persons participating in the meeting can simultaneously hear and speak with each other.

6.6 Notice of Meetings; Waiver. Notice of each annual meeting, stating the place, day and hour of the meeting, shall be given to each Member, whether or not such Member is entitled to vote at such annual meeting, in accordance with Section 11.1 hereof at least five (5) days and no more than sixty (60) days before the day on which the meeting is to be held. Notice of any other meeting, stating the place, day and hour of the meeting, shall be given to each Member entitled to vote at such meeting in accordance with Section 11.1 hereof at least five (5) days and no more than sixty (60) days before the day on which the meeting is to be held. A Member may waive the notice of meeting required hereunder by written notice of waiver signed by the Member whether given before, during or after the meeting. Attendance by a Member at a meeting is waiver of notice of that meeting, unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and thereafter does not participate in the meeting.

6.7 Quorum and Proxies. The presence (in person or by proxy or mail ballot) of Members representing an aggregate of at least twenty-five percent (25%) of the Membership Voting Interests entitled to vote at the applicable meeting of the Members is required for the transaction of business at such a meeting. Voting by proxy or by mail ballot shall be permitted on any matter if authorized by the Board of Directors.

6.8 Voting; Action by Members. If a quorum is present, the affirmative vote of a majority of the Membership Voting Interests represented at a meeting of the Members (in person, by proxy, or by mail ballot) and entitled to vote on the matter shall constitute the act of the Members, unless the vote of a greater or lesser proportion or numbers is otherwise required by this Agreement. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken and signed by the Members holding a majority of the Membership Voting Interests entitled to vote on the matter.

6.9 Record Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment of the meeting, or Members entitled to receive payment of any distribution, or to make a determination of Members for any other purpose, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of Members, nor more than one hundred twenty (120) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining Members entitled to receive payment of any distribution or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. Notwithstanding the foregoing, the Board of

Directors may set the record date for purposes of establishing the Members entitled to receive a cash distribution in accordance with the foregoing provision but determine the amount of such cash distribution at a subsequent meeting or action of the Board of Directors, even if such subsequent meeting or action takes place on a date after such record date.

6.10 Termination of Membership. The membership of a Member in the Company shall terminate upon the occurrence of events described in the Act, including resignation and withdrawal. If for any reason the membership of a Member is terminated, the Member whose membership has terminated becomes a non-Member Unit Holder and loses all Membership Voting Interests with respect to such Units.

6.11 Continuation of the Company. The Company shall not be dissolved upon the occurrence of any event that is deemed to terminate the continued membership of a Member.

6.12 No Obligation to Purchase Membership Interest. No Member whose membership in the Company terminates, nor any transferee of such Member, shall have any right to demand or receive a return of such terminated Member’s Capital Contributions or to require the purchase or redemption of the Member’s Membership Interest. Neither the Company nor any Member shall have any obligation to purchase or redeem the Units or Membership Interest of any terminated Member or transferee of any such terminated Member.

6.13 Waiver of Dissenters Rights. Each Member hereby disclaims, waives and agrees, to the fullest extent permitted by law or the Act, not to assert dissenters’ or similar rights under the Act.

SECTION 7. ACCOUNTING, BOOKS AND RECORDS

7.1 Accounting, Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with GAAP. The books and records shall reflect all the Company transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal office all of the following: (a) a current list of the full name and last known business or residence address of each Member and Unit Holder set forth in alphabetical order, together with the Capital Contributions, Capital Account and number of Units of each Member and Unit Holder; (b) the full name and business address of each Director; (c) a copy of the Certificate and any and all amendments thereto; (d) copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent taxable years; (e) a copy of this Agreement and any and all amendments thereto; and (f) copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years. The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly.

7.2 Delivery to Members and Inspection. Any Member or the designated representative of either such Member shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1. The rights granted to a Member pursuant to this Section 7.2 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company,

as such procedures and guidelines may be established from time to time. Upon the request of any Member for purposes reasonably related to the interest of that Person as a Member, the Board of Directors shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Section 7.1. Each Member has the right, upon reasonable request for purposes reasonably related to the interest of the Person as a Member and for proper purposes, to: (a) inspect and copy during normal business hours any of the Company records described in Section 7.1; and (b) obtain from the Board of Directors, promptly after their becoming available, a copy of the Company’s federal, state, and local income tax or information returns for each Fiscal Year. Each Unit Holder shall have the right to information regarding the Company only to the extent required by the Act.

7.3 Annual Financial Statements. The Company will prepare in accordance with GAAP and make available to each Member, the Company’s annual financial statements not later than one hundred and twenty (120) days after the end of such Fiscal Year, including a balance sheet as of the end of such Fiscal Year and the related statements of operations, Members’ Capital and changes therein, and cash flows for such Fiscal Year, together with appropriate notes to such financial statements and supporting schedules, all of which shall be audited and certified by the Company’s accountants, and in each case, to the extent the Company was in existence, setting forth in comparative form the corresponding figures for the immediately preceding Fiscal Year end (in the case of the balance sheet and the statement of operations).

7.4 Tax Matters.

(a) The Board of Directors shall, without any further consent of the Unit Holders being required (except as specifically required herein), make any and all elections for federal, state, local, and foreign tax purposes, including any election under Code Section 754, as the Board of Directors shall determine appropriate and represent the Company and the Unit Holders before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Unit Holders in their capacities as Unit Holders, and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Unit Holders with respect to such tax matters or otherwise affect the rights of the Company and the Unit Holders.

(b) The Company will provide each Member with annual income tax information (Schedule K-1 or successor) for each fiscal year as soon as reasonably practical after the end of such fiscal year.

(c) The Board of Directors shall designate a Director or Officer to act as the Company’s “Partnership Representative” for purposes of the Partnership Tax Audit Rules and may remove and replace the individual serving in that capacity from time to time. The Partnership Representative shall represent the Company (at the Company’s expense) in connection with all examinations of the Company conducted by the Internal Revenue Service or other tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services reasonably incurred in connection therewith. Each Unit Holder agrees to reasonably cooperate with the Partnership Representative and the Board of Directors with respect to the conduct of

such tax proceedings. In the event of an audit by the Internal Revenue Service, the Partnership Representative shall make on a timely basis, to the extent permissible under applicable law, the election provided by Section 6226(a) of the Partnership Tax Audit Rules to treat a “partnership adjustment” as an adjustment to be taken into account by each Unit Holder in accordance with Section 6226(b) of the Partnership Tax Audit Rules. If the election under Section 6226(a) of the Partnership Tax Audit Rules is made, the Partnership Representative shall furnish to each Unit Holder for the year under audit a statement reflecting such Unit Holder’s (or former Unit Holder’s) share of the adjusted items as determined in the notice of final partnership adjustment, and each such Unit Holder (or former Unit Holder) shall take such adjustment into account as required under Section 6226(b) of the Partnership Tax Audit Rules and shall be liable for any related tax, interest, penalty, addition to tax, or additional amounts. In the event of an audit by the Internal Revenue Service, if the Partnership Representative does not make the election provided by Section 6226(a) of the Partnership Tax Audit Rules as noted above, the Partnership Representative shall allocate the burden of any taxes (including, for the avoidance of doubt, any “imputed underpayment” within the meaning of Section 6225 of the Partnership Tax Audit Rules), penalties, interest and related expenses imposed on the Company pursuant to the Partnership Tax Audit Rules among the Unit Holders to whom such amounts are attributable (whether as a result of their status, actions, inactions or otherwise), as reasonably determined by the Partnership Representative, and each Unit Holder shall promptly reimburse the Company in full for the entire amount the Partnership Representative determines to be attributable to such Unit Holder, provided that the Company will also be allowed to recover any amount due from such Unit Holder pursuant to this sentence from any distribution otherwise payable to such Unit Holder pursuant to this Agreement. Solely for purposes of determining the current Unit Holder to which any taxes or other amounts are attributable under this provision, references to any Unit Holder in this Section 7.4(b) shall include a reference to each Unit Holder that previously held the Units currently held by such Unit Holder (but only to the extent of such Unit Holder’s interest in such Units). The Partnership Representative is also authorized to act, and shall follow principles (to the extent available) similar to those set forth in this Section 7.4(b), with respect to any audits by state or local tax authorities and any tax liabilities that result therefrom.

SECTION 8. AMENDMENTS

8.1 Amendments.

(a) Amendments to this Agreement may be proposed by (i) the Board of Directors, or (ii) any Member or Members owning an aggregate of not less than ten percent (10%) of the then outstanding Units.

(b) Provided that legal counsel for the Company shall have approved such proposed amendment as to form, the Board of Directors shall submit a verbatim statement of each duly proposed amendment to this Agreement to the Members entitled to vote thereon for approval along with the recommendation of the Board of Directors with respect to the proposed amendment.

(c) Except as provided below, a duly proposed amendment to this Agreement shall be adopted and be effective as an amendment upon approval thereof by a majority of the Membership Voting Interests. Notwithstanding any provision of this Section 8.1 to the contrary, this Agreement shall not be amended in any manner that would modify the limited liability of a Member, or alter the Membership Economic Interest of a Member, without the consent of each Member adversely affected thereby.

(d) Each duly adopted Amendment to this Agreement will be binding on all Members without the need for any signature or other acknowledgment of such amendment by or on behalf of any Member.

SECTION 9. TRANSFERS OF UNITS

9.1 Transfers of Units.

(a) Except for a Transfer of Units to the Company in connection with the redemption of such Units under Section 4.3 hereof, no Unit Holder shall Transfer all or any portion of such Unit Holder’s Units except in compliance with the provisions of this Section 9. Any purported Transfer of Units that is not permitted under this Section 9 shall be null and void and of no force or effect whatsoever.

(b) A Member or other Unit Holder desiring to Transfer Units (including by way of a Permitted Transfer) must submit an application for the Transfer to the Secretary of the Company in such form as the Board of Directors determines to be appropriate from time to time. In the case of a Permitted Transfer pursuant to Section 9.2(a) hereof, such application shall be submitted by the transferring Member’s administrator, executor or guardian along with evidence in form and substance satisfactory to counsel to the Company of such administrator’s, executor’s or guardian’s authority. Except for Permitted Transfers, all Transfers of Units shall require the prior approval of the Board of Directors which it may grant or withhold in its sole discretion for any reason. Unless otherwise provided in its action to approve a Transfer, such approval of a Transfer shall also operate as the Board of Directors’ approval of the admission of the Transferee as a Member pursuant to Section 6.1(b) hereof.

(c) In the event that a Unit Holder is allowed to pledge or otherwise encumber all or any part of its Units as security for the payment of a debt, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all of the applicable terms and conditions of this Section 9. In the event such pledgee or secured party exercises such party’s rights with respect to the pledged Units under such pledge or hypothecation agreement, such pledgee or secured party shall hold such Units subject to all applicable terms and conditions of this Agreement, including the provisions of Section 6.3 hereof relating to the admission of a Person as a Member of the Company.

(d) In all cases, including Permitted Transfers, the parties to a Transfer of Units shall pay all reasonable costs and expenses incurred by the Company in connection with the Transfer of Units, including, but not limited to, legal fees and costs.

(e) In all cases, including Permitted Transfers, the transferor and transferee of Units shall furnish the Company 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 requested by the Board of Directors to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information.

(f) In all cases, including Permitted Transfers, the Company may require any transferor of Units to provide an opinion of counsel reasonably satisfactory to the Company to the effect that such Transfer complies with or is exempt from any registration requirements under applicable federal or state securities laws.

(g) Any Transfer duly approved by the Board of Directors will be recognized and effective as of the first day of the calendar month following the calendar month during which the Board of Directors approves such Transfer. A Permitted Transfer will be recognized and effective as of the first day of the calendar month following the calendar month during which the application for such Transfer is received by the Company, unless such application is delivered later than the twenty-fifth (25th) day of a calendar month in which case such Permitted Transfer will be recognized and effective as of the first day of the next succeeding calendar month. Notwithstanding the foregoing, the recognition and effectiveness of a Transfer of Units (including a Permitted Transfer) shall be deferred to the extent determined by the Board of Directors to be necessary to prevent (i) the total number of Unit Holders exceeding 1,999 or the total number of Units Holders who are not Accredited Investors exceeding 499, (ii) the Company being treated as a “publicly traded partnership” within the meaning of Code Section 7704(b) or otherwise jeopardizing the status of the Company as a partnership for income tax purposes, or (iii) the application of the rules of Code Sections 168(g)(1)(B) and 168(h) or similar rules to apply to the Company (each a “Deferral Event”). If a Transfer of Units is so delayed, the Company will recognize and allow such Transfer on the first practicable date on which such Transfer can be made, in the opinion of Company counsel, without causing a Deferral Event.

(h) No Transfer of any Units will be allowed after a Dissolution Event has occurred.

9.2 Permitted Transfers. Subject to the provisions of Section 9.1, the following Transfers (each a “Permitted Transfer”) of all or any portion of such Unit Holder’s Units do not require the prior consent of the Board of Directors:

(a) A Transfer to a Unit Holder’s administrator, executor or guardian by operation of law or judicial decree;

(b) A Transfer made without consideration to a Related Party or an Affiliate of the Unit Holder or to a trust established for the benefit of any Related Party of the Unit Holder; or

9.3 Prohibited Transfers. In the case of a Transfer or attempted Transfer of Units that is not permitted under this Section 9, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that the Company or any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. The Company shall have the right to retain distributions otherwise payable with respect to any Units which are Transferred, or attempted to be Transferred, without compliance under this Section 9 in order to recover any such damages incurred by it or any Member.

9.4 No Dissolution or Termination. The Transfer of Units pursuant to the terms of this Section 9 shall not dissolve or terminate the Company. No Member shall have the right to have the Company dissolved or to have such Member’s Capital Contribution returned except as provided in this Agreement.

9.5 Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Section 9, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall 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 Board of Directors. All distributions payable in connection with any Transferred Units shall be made to the holder of the Transferred Units on the record date of such distribution (as determined in accordance with Section 6.9) such that any distribution with a record date on or before the date of such Transfer shall be made to the transferor, and any distribution with a record date thereafter shall be made to the transferee. Neither the Company nor any Director shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.5, whether or not the Board of Directors or the Company has knowledge of any Transfer of ownership of any Units.

SECTION 10. DISSOLUTION AND WINDING UP

10.1 Dissolution. The Company shall dissolve and shall commence winding up and liquidating upon the first to occur of any of the following (each a “Dissolution Event”): (a) the affirmative vote of the Members holding at least seventy-five percent (75%) of the then outstanding Membership Voting Interests to dissolve, wind up, and liquidate the Company; or (b) the entry of a decree of judicial dissolution pursuant to the Act. The Members hereby agree that, notwithstanding any provision of the Act, the Company shall not dissolve prior to the occurrence of a Dissolution Event.

10.2 Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its

assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided, however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Certificate have been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (b) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (c) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value after giving effect to all contributions, distributions and allocations for all periods. The Liquidator may establish a reasonable reserve for Company liabilities (contingent or otherwise) and withhold the amount in such reserve from distribution to the Members.

10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Section 10 to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

10.4 Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 10, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up.

10.5 Rights of Unit Holders. Except as otherwise provided in this Agreement, each Unit Holder shall look solely to the Property of the Company for the return of its Capital Contribution and has no right or power to demand or receive Property other than cash from the Company. If the assets of the Company remaining after payment or discharge of the Debts or liabilities of the Company are insufficient to return such Capital Contribution, the Unit Holders shall have no recourse against the Company or any other Unit Holder or Directors.

10.6 Allocations During Period of Liquidation. During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Unit Holders pursuant to Section 10.2 hereof (the “Liquidation Period”), the Unit Holders shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Section 3 hereof.

10.7 Character of Liquidating Distributions. All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Code sSection 736(b)(1), including the interest of such Unit Holder in Company goodwill.

10.8 The Liquidator. The “Liquidator” shall mean a Person appointed by the Board of Directors to oversee the liquidation of the Company. Upon the consent of a majority of the Membership Voting Interests, the Liquidator may be a Director or the entire Board of Directors. The Company is authorized to pay a reasonable fee to the Liquidator for its services performed pursuant to this Section 10 and to reimburse the Liquidator for its reasonable costs and expenses incurred in performing those services. The Company shall indemnify, save harmless, and pay all judgments and claims against such Liquidator or any officers, Directors, agents or employees of the Liquidator relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Liquidator, or any officers, Directors, agents or employees of the Liquidator in connection with the liquidation of the Company, including reasonable attorneys’ fees incurred by the Liquidator, officer, Director, agent or employee in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, except to the extent such liability or damage is caused by the fraud, intentional misconduct of, or a knowing violation of the laws by the Liquidator which was material to the cause of action.

10.9 Forms of Liquidating Distributions. For purposes of making distributions required by Section 10.2 hereof, the Liquidator may determine whether to distribute all or any portion of the Property in-kind or to sell all or any portion of the Property and distribute the proceeds therefrom.

SECTION 11. MISCELLANEOUS

11.1 Notices. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to have been delivered, given, and received for all purposes (a) if delivered personally to the Person or to an officer of the Person to whom the same is directed, or (b) when the same is actually received, if sent by regular or certified mail, postage and charges prepaid, or by facsimile, if such facsimile is followed by a hard copy of the facsimile communication sent promptly thereafter by registered or certified mail, postage and charges prepaid, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Members and the Board of Directors: (i) if to the Company, to the address determined pursuant to Section 1.4 hereof; (ii) if to the Board of Directors, to the address on record with the Company; and (iii) if to a Member, either to the address on record with the Company or to such other address that has been provided in writing to the Company.

11.2 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Members and their respective successors, transferees, and assigns.

11.3 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member.

11.4 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

11.5 Severability. Except as otherwise provided in the succeeding sentence, every provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. The preceding sentence of this Section 11.5 shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any Member to lose the material benefit of its economic bargain.

11.6 Incorporation By Reference. Every exhibit, schedule, and other appendix attached to this Agreement and referred to herein is incorporated in this Agreement by reference unless this Agreement expressly otherwise provides.

11.7 Variation of Terms. All terms and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

11.8 Governing Law. The laws of the State of Nebraska shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties arising hereunder, without giving effect to any conflict of law provisions that would result in the application of the laws of any other jurisdiction.

11.9 Waiver of Jury Trial. Each of the Members irrevocably waives, to the extent permitted by law, all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

11.10 Counterpart Execution; Electronic Delivery. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement. Facsimile and PDF copies of signatures to this Agreement (including copies received as attachments to electronic mail) shall be deemed to be originals and may be relied upon with the same force and effect as originals.

11.11 Specific Performance. Each Member agrees with the other Members that the other Members would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other remedy to which the nonbreaching Members may be entitled, at law or in equity, the nonbreaching

Members shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and specifically to enforce the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction thereof.

[SIGNATURE PAGES FOLLOW.]

IN WITNESS WHEREOF, the Company and each of the Members have executed and entered into this Operating Agreement of Siouxland Renewable Holdings, LLC as of the date first set forth above.

	The Company:

	SIOUXLAND RENEWABLE HOLDINGS, LLC

	By:
	Name:	Nicholas Bowdish
	Title:	President and Chief Executive Officer


	The Members:

	SIOUXLAND ETHANOL, LLC


	By:
	Name:	Nicholas Bowdish
	Title:	President and Chief Executive Officer

	[Additional Member Signature Pages are attached]

EX1A-4 SUBS AGMT 4 a19-22880_1ex1a4subsagmt.htm EX1A-4 SUBS AGMT

Exhibit 4

SIOUXLAND RENEWABLE HOLDINGS, LLC

INSTRUCTIONS TO SUBSCRIPTION AGREEMENT

Investors wishing to subscribe for units of limited liability company interests (“Units”) in Siouxland Renewable Holdings, LLC, a Nebraska limited liability company (the “Company”), must complete and sign the attached Subscription Agreement and return it to the Company in accordance with the following instructions. Your Subscription Agreement will not be revocable by you once you have signed and delivered it to the Company, but it will not be binding on the Company unless and until it has been accepted by the Company. The Company may accept subscriptions in whole or in part in its sole discretion. Among other things, the Company may determine to not accept your subscription if it determines that doing so would result in Units being sold to more than 1,999 investors or more than 499 investors who are not “accredited investors.” In addition, the Company will accept subscriptions from individual retirement accounts only if, in the opinion of the Company’s legal counsel, the acceptance of such subscriptions will not cause the Company’s assets to be treated as “plan assets” for purposes of ERISA.

1. Subscription Agreement. Please review and complete the Subscription Agreement in the following manner:

(a) Indicate in Section 1(a) the number of Units for which you are subscribing and the total subscription price of your Units. Your total subscription price will be equal to the number of Units for which you have subscribed multiplied by $10,000. Unless the Company agrees otherwise, the minimum subscription is for two (2) Units ($20,000). Subscriptions in excess of the minimum must be made in additional increments of one whole Unit unless the Company agrees to issue a fractional Unit.

PLEASE NOTE: If you are not an “accredited investor” (please see Section 6(b) of the Subscription Agreement for more information about what this means), the total purchase price for the Units you are buying can not exceed 10% of the greater of your annual net income or your net worth.

(b) Provide the information called for by Section 6 of the Subscription Agreement.

(c) Sign the Subscription Agreement on the appropriate signature page. If Units are being purchased jointly by more than one individual, each individual must sign the Subscription Agreement. A Subscription Agreement submitted by an entity must be signed by a person duly authorized to act on behalf of such entity.

(d) Sign the counterpart signature page to the Company’s Operating Agreement attached hereto. If the Units are being purchased jointly by more than one individual, each individual must sign the Operating Agreement. The Operating Agreement must be signed by a person duly authorized to act on behalf of an entity acquiring Units.

(e) Return the completed Subscription Agreement and Operating Agreement counterpart signature page to the Company, along with your payment for the Units you are buying, at the address indicated on page 1 of the Subscription Agreement.

2. Payment. Your Subscription Agreement must be accompanied by a check for the full purchase price of your Units made to the order of “Northwest Bank, as escrow agent for Siouxland Renewable Holdings, LLC.” If your subscription is accepted, your check will be deposited into an escrow account and held there until the Company has received and accepted subscriptions, exclusive of any subscription received from Siouxland Ethanol, LLC, for at least 1,500 Units ($15,000,000) by not later than April 1, 2020 and, in addition to the foregoing, the Company has met the following “Funding Milestones” by not later than December 31, 2020: (i) an ethanol plant meeting the Company’s investment criteria has been identified, (ii) the Company has entered into a definitive agreement to purchase the assets of such ethanol plant, and (iii) the Company has entered into binding commitments from additional equity investors and/or lenders to provide the additional capital needed to purchase the identified ethanol plant pursuant to such definitive agreement and to provide the Company’s initial working capital. If your subscription is rejected, or all of the foregoing conditions are not satisfied, the Company will return your full subscription price to you and your Subscription Agreement will be cancelled.

3. Additional Documents. The Company may request that you provide additional documentation before your subscription is accepted.

IMPORTANT NOTICES

YOU SHOULD NOT SUBSCRIBE FOR UNITS IN THE COMPANY UNTIL YOU HAVE CAREFULLY REVIEWED THE OFFERING CIRCULAR RELATING TO THE OFFERING OF UNITS BY THE COMPANY AND ALL TERMS OF THE COMPANY’S OPERATING AGREEMENT AND THIS SUBSCRIPTION AGREEMENT AND HAVE CONSULTED WITH YOUR OWN LEGAL, TAX, AND FINANCIAL ADVISORS REGARDING A SUBSCRIPTION FOR UNITS IN THE COMPANY.

IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE COMPANY AND ITS BUSINESS AND THE TERMS OF THE OFFERING AND MAKE YOUR OWN EVALUATION OF THE MERITS AND RISKS INVOLVED WITH BECOMING A MEMBER OF THE COMPANY.

THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OF THE INFORMATION IN THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SUBSCRIPTION AGREEMENT

SIOUXLAND RENEWABLE HOLDINGS, LLC

Units of Limited Liability Company Interests

Siouxland Renewable Holdings, LLC
1501 Knox Boulevard

Jackson, NE 68473

1. Subscription and Payment.

(a) The undersigned subscriber (“Subscriber”) hereby agrees to purchase a total of units of limited liability company interests (“Units”) in Siouxland Renewable Holdings, LLC, a Nebraska limited liability company (the “Company”), at a price of $10,000 per Unit and, in connection therewith, to make a total capital contribution to the Company equal to $ in accordance with the terms and conditions of this Subscription Agreement (this “Agreement”) and the Company’s Operating Agreement, dated October 8, 2019 (the “Operating Agreement”). Certain capitalized terms used herein have the same meanings as set forth in the Operating Agreement.

(b) Subscriber acknowledges that this Agreement is not binding on the Company until it has been accepted by the Company, as indicated on the signature page hereof, and that this Agreement may be rejected in whole or in part by the Company in its sole discretion. Among other things, Subscriber acknowledges and understands that the Company will not accept a subscription from any person or entity that may result in Units being sold to more than 1,999 investors or more than 499 investors who are not “accredited investors.” In addition, the Company will accept subscriptions from individual retirement accounts only if, in the opinion of the Company’s legal counsel, the acceptance of such subscriptions will not cause the Company’s assets to be treated as “plan assets” for purposes of ERISA.

(c) If this Agreement is accepted by the Company, Subscriber will be admitted as a Member of the Company on a date (the “Closing Date”) established by the Company. No Closing Date will be scheduled unless and until the Company has accepted subscriptions for not less than 1,500 Units ($15,000,000). Subscriber acknowledges that the admission of Subscriber as a Member of the Company, and the issuance of Units to Subscriber in connection therewith, will be subject to the representations and warranties of Subscriber contained herein and all information regarding Subscriber supplied to the Company in connection with this subscription being correct and complete as of the date on which Subscriber is admitted as a Member.

(d) If this subscription is accepted, the full purchase price for the Units being purchased by Subscriber will be deposited into an escrow account and held there until the Company has received and accepted subscriptions, exclusive of any subscription received from Siouxland Ethanol, LLC, for at least 1,500 Units ($15,000,000) by not later than April 1, 2020 and, in addition to the foregoing, the Company has met the following “Funding Milestones” by not later than December 31, 2020: (i) an ethanol plant meeting the Company’s investment criteria has been identified, (ii) the Company has entered into a definitive agreement to purchase

the assets of such ethanol plant, and (iii) the Company has entered into binding commitments from additional equity investors and/or lenders to provide the additional capital needed to purchase the identified ethanol plant pursuant to such definitive agreement and to provide the Company’s initial working capital. If this subscription is rejected, or all of the foregoing conditions are not satisfied, the Company will return the full subscription price to Subscriber and this Subscription Agreement will be cancelled.

2. Representations and Warranties. Acknowledging that the Company intends to rely thereon in connection with the issuance of Units, Subscriber represents and warrants to the Company as follows:

(a) Subscriber has received, read and understands the Offering Circular relating to the offering of Units by the Company.

(b) Subscriber recognizes that an investment in the Company involves significant risks.

(c) Subscriber either (i) is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (see Section 6(b) hereof for more information), or (ii) has an annual income or a net worth (or in the case of an entity has annual revenues or a net worth) that is more than ten times the amount of the purchase price of the Units being purchased by Subscriber. For purposes of this representation, if Subscriber is a natural person, then either (A) Subscriber’s net income during the past two calendar years meets the foregoing and Subscriber has a reasonable expectation of reaching the same income level in the current year or (B) Subscriber’s net worth has been determined without including the estimated fair market value of Subscriber’s primary residence or deducting the amount of indebtedness secured by Subscriber’s primary residence. However, if Subscriber’s primary residence secures indebtedness in an amount in excess of the estimated fair market value thereof, the excess indebtedness has been deducted from Subscriber’s net worth for purposes of making this representation. In addition, if any additional indebtedness became secured by Subscriber’s primary residence within sixty (60) days of the date hereof (except in connection with the acquisition of your primary residence), the amount of such additional indebtedness has been deducted from Subscriber’s net worth for purposes of this calculation.

(d) Subscriber (i) has no need for liquidity with respect to the Units, (ii) is able to bear the economic risks of an investment in the Company for an indefinite period, and (iii) is able to afford a complete loss of such investment.

(e) Subscriber acknowledges that the Operating Agreement contains various restrictions on the transfer of Units. Subscriber further understands that there is no established market for Units of the Company and that none will develop and, accordingly, that Subscriber must bear the economic risk of an investment in the Company for an indefinite period of time.

(f) Subscriber, if an individual, is at least nineteen (19) years of age.

(g) If Subscriber is an entity, the purchase of Units by undersigned has been duly authorized according to Subscriber’s governing documents.

(h) Upon acceptance of this Agreement by the Company, this Agreement and the Operating Agreement will each constitute the valid, binding, and enforceable agreement of Subscriber and the execution of this Agreement and the Operating Agreement, the purchase of Units, or the fulfillment of any obligation imposed on Subscriber pursuant to the Operating Agreement will not violate any other agreement to which Subscriber is a party.

(i) Subscriber has been represented by its own legal counsel to the extent Subscriber deemed necessary in connection with its subscription for Units and Subscriber has not relied on the Company, or any of its officers, directors, members, employees, attorneys, agents, or affiliates, with respect to Subscriber’s evaluation of the Company or of any investment in Units.

(j) Subscriber acknowledges that the Company has an obligation to help the government fight the funding of terrorism and money laundering activities and that federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. The information received from Subscriber in connection with this subscription, along with other information collected in the development of our business relationship, will be utilized for the purpose of verifying Subscriber’s identity.

(k) Subscriber represents and warrants that any amounts invested in the Company are not and will not be directly or indirectly derived from activities that may contravene federal, state, or international laws and regulations, including anti-money laundering laws and regulations.

(l) Neither Subscriber nor (i) any person controlling or controlled by Subscriber, (ii) any person having a beneficial interest in Subscriber or (iii) any person for whom Subscriber is acting as agent or nominee in connection with this investment, is a person or entity with which the Company would be prohibited from engaging in a transaction under the rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control.

(m) All information that Subscriber has provided to the Company concerning Subscriber is correct and complete as of the date of this Agreement, and if there should be any change in such information prior to receiving notification that this subscription has been accepted, Subscriber will immediately provide the Company with such information.

3. Adoption of Operating Agreement. Subscriber adopts, accepts, and agrees to be bound by all the terms and provisions of the Operating Agreement and to perform all obligations imposed by the Operating Agreement on a Member with respect to the Units purchased. Upon the admission of Subscriber as a Member of the Company, Subscriber shall have all of the rights, and be subject to all of the obligations, as such as set forth in the Operating Agreement.

4. Indemnification. Subscriber agrees to indemnify and hold harmless the Company and Siouxland Ethanol, LLC and each of their respective members, directors, officers, employees, agents, and affiliates from and against all damages, losses, costs, and expenses (including reasonable attorneys’ fees) that they or any of them may incur by reason of the failure of Subscriber to fulfill any of the terms and conditions of this Agreement, or by reason of any breach of the representations and warranties made by Subscriber herein, or in any document provided by Subscriber to the Company in connection with Subscriber’s subscription for its

Units. The provisions of this Section 4 will survive the admission of Subscriber as a Member of the Company.

5. Miscellaneous.

(a) Subscriber agrees not to transfer or assign this Agreement, or any of his, her, or its rights or obligations under this Agreement, without the prior written consent of the Company.

(b) Subscriber agrees that he, she, or it may not cancel, terminate, or revoke this Agreement or any agreement made under this Agreement and that this Agreement shall survive the death, disability, or dissolution of Subscriber and shall be binding upon Subscriber’s heirs, executors, administrators, successors, and assigns.

(c) Regardless of any of the representations, warranties, acknowledgments or agreements made in this Agreement by Subscriber, Subscriber does not, in any other manner, waive any rights granted to Subscriber under federal or state securities laws.

(d) This Agreement, when accepted by the Company, will constitute the entire agreement among the parties hereto with respect to the subject matter hereof and this Agreement may be amended only in writing and executed by all parties.

(e) This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Nebraska.

(f) Subscriber agrees to provide such further information and to execute and deliver any other documents as the Company may reasonably determine are necessary to comply with any and all laws and ordinances to which the Company is subject, including applicable anti-money laundering laws and regulations. A delay or failure by Subscriber to produce such additional information may result in a delay or refusal to accept Subscriber’s subscription.

(g) The Company reserves the right on behalf of the Company to revoke and rescind this subscription and Subscriber’s investment if required by the appropriate governmental or regulatory authorities.

[continues on following page]

6. Subscriber Information.

(a) General Information. Please provide the following information regarding Subscriber (please print):

Name(s):

Type of Entity (if applicable):

If Units are to be issued to joint owners, indicate the manner in which ownership in Units will be held:

o Joint Tenants with Right of Survivorship

o Tenants in Common

o Husband and Wife, as Community Property

Tax Identification or Social Security Number(s):

Address:

Telephone:	( )

Subscriber is an “employee benefit plan” within the meaning of Title I of ERISA.

o Yes o No

[continues on following page]

(b) Accredited Investor Status. Please indicate whether or not Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933. If Subscriber is an accredited investor, please also indicate which category or categories apply to Subscriber.

o Subscriber certifies that Subscriber is an accredited investor because Subscriber is:

(Mark each category that applies to you. You must mark at least one category):

o a natural person whose individual net worth, or joint net worth with his or her spouse, exceeds $1,000,000. For purposes of establishing net worth, do not include the estimated fair market value of your primary residence and do not deduct the amount of indebtedness secured by your primary residence. However, if your primary residence secures indebtedness in an amount in excess of the estimated fair market value of your residence, the excess indebtedness must be deducted from your net worth. In addition, if any additional indebtedness became secured by your primary residence within sixty (60) days of the date of your admission to the Company as a Member (except in connection with the acquisition of your primary residence), the amount of such additional indebtedness must be deducted from your net worth;

o a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

o a corporation, partnership, limited liability company, Massachusetts or similar business trust, organization described Section 501(c)(3) of the Internal Revenue Code of 1986, or other form of business entity, that (i) has not been formed for the specific purpose of acquiring Units, and (ii) has total assets in excess of $5,000,000;

o a bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity;

o a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;

o an insurance company as defined in Section 2(13) of the Act;

o an investment company registered under the Investment Company Act of 1940, a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940, a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, or a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

o an entity in which all of the equity owners are accredited investors; or

o a director or executive officer of the Company or its affiliates.

o Subscriber is NOT an “accredited investor” (mark here if Subscriber does not fall into any of the foregoing categories).

SIGNATURE PAGE FOR
INDIVIDUAL INVESTORS

Subscriber #1		Subscriber #2 (if any)


Name (Print)		Name (Print)


Signature		Signature

Date:		Date:

SUBSCRIPTION ACCEPTED:

SIOUXLAND RENEWABLE HOLDINGS, LLC

By:
	Nick Bowdish, President and Chief Executive Officer

Date:

SIGNATURE PAGE FOR
ENTITY INVESTORS

Name of Subscriber:
(Print)

By

Name (Print)

Title

Date:

SUBSCRIPTION ACCEPTED:

SIOUXLAND RENEWABLE HOLDINGS, LLC

By:
		Nick Bowdish, President and Chief Executive Officer

Date:

OPERATING AGREEMENT OF
SIOUXLAND RENEWABLE HOLDINGS, LLC

MEMBER SIGNATURE PAGE

FOR INDIVIDUALS

The undersigned hereby executes, enters into and agrees to be bound by the Operating Agreement of Siouxland Renewable Holdings, LLC.


	Name:
	Date:

LIMITED LIABILITY OPERATING AGREEMENT OF
SIOUXLAND RENEWABLE HOLDINGS, LLC

MEMBER SIGNATURE PAGE

FOR ENTITIES

The undersigned hereby executes, enters into and agrees to be bound by the Operating Agreement of Siouxland Renewable Holdings, LLC.

	Name of entity (Please type or print)

	By:
	Name:
	Title:
	Date:

EX1A-11 CONSENT 5 a19-22880_1ex1a11consent.htm EX1A-11 CONSENT

Exhibit 11

Consent of Independent Auditor

We agree to the inclusion in this Preliminary Offering Circular dated November 14, 2019 of our report, dated November 12, 2019, on our audit of the balance sheet of Siouxland Renewable Holdings, LLC as of October 10, 2019.

/s/ RSM US LLP

EX1A-12 OPN CNSL 6 a19-22880_1ex1a12opncnsl.htm EX1A-12 OPN CNSL

Exhibit 12

Kutak Rock LLP

The Omaha Building, 1650 Farnam Street, Omaha, NE 68102-2103

office 402.346.6000

November 14, 2019

Siouxland Renewable Holdings, LLC

1501 Knox Boulevard

Jackson, Nebraska 68743

Re: Offering of Units representing Limited Liability Company Interests in Siouxland Renewable Holdings, LLC

Ladies and Gentlemen:

We have acted as legal counsel for Siouxland Renewable Holdings, LLC, a Nebraska limited liability company (the “Company”), in connection with the preparation and filing of an offering statement on Form 1-A (the “Offering Statement”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Act”), with respect to the proposed offering and sale by the Company of 5,000 units of limited liability company interests in the Company (the “Units”). This opinion letter is being furnished in accordance with the requirements of Item 17(12) of Form 1-A.

In connection with rendering this opinion letter, we have examined originals or copies of such records of the Company, including (a) its Certificate of Organization filed on October 8, 2019, (b) its Operating Agreement, dated October 8, 2019, (c) its Offering Circular, (d) its form of Subscription Agreement, and (e) such other certificates of public officials and other documents we deemed relevant and appropriate as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on original or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies.

Based upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Units, when issued and sold by the Company in accordance with the Plan of Distribution described in the Offering Statement (after it is declared qualified), will be legally issued, fully paid and non-assessable.

We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the internal laws of the State of Nebraska, and (b) the federal laws of the United States. We express no opinion as to laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should any laws change, by legislative action, judicial decision or otherwise, after the qualification date of the Offering Statement.

We hereby consent to the filing of this opinion letter as an exhibit to the Offering Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose

consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion herein is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Units.

	Very truly yours,

	/s/ KUTAK ROCK LLP

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