DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Amendment No. 2)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant	ý
Filed by a Party other than the Registrant	o

Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

LINCOLNWAY ENERGY, LLC

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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May 6, 2022

Dear Member:

You are cordially invited to an Annual Meeting of the members of Lincolnway Energy, LLC (the “Company”) which will be held at the Gateway Hotel & Conference Center, 2100 Green Hills Drive, Ames, Iowa 50014 on June 16, 2022, commencing at 7:00 p.m. central time (the “Annual Meeting”).

A Notice of Internet Availability of Proxy Materials (which includes information about the proxy card, proxy statement, and notice of the Annual Meeting (the “Proxy Materials”)) was mailed to our members on or about May 6, 2022, and the Proxy Materials were posted on our website at www.linconwayenergy.com under the “Investors” tab on the same date. We urge all members to access the Proxy Materials, print the proxy card, fill it out and send it to us to count your votes for the Annual Meeting. We will also mail proxy cards to all members on or about May 16, 2022.

Details of the business to be conducted at our Annual Meeting are provided in the attached Notice of Annual Meeting of Members and Proxy Statement.

YOUR VOTE IS VERY IMPORTANT, and it is important that your units be represented and voted at the meeting. The directors therefore urge you to carefully review all of the Proxy Materials, and then print, complete, sign and date the proxy card and then promptly return it to the Company. You can print the proxy card from our website www.lincolnwayenergy.com under the “Investor” tab. Your proxy card must be received at the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201, before 7:00 p.m. central time on June 16, 2022 in order to be valid. This will also help ensure a quorum at the meeting and will save the Company the expense of additional solicitations. If you return your proxy card before the meeting and decide that you want to change your vote, you may revoke your proxy at any time prior to 7:00 p.m. central time on June 16, 2022 by delivering a written revocation and/or a new proxy card to the Company’s principal office which is received prior to 7:00 p.m. central time on June 16, 2022. You may also revoke your proxy by attending the Annual Meeting and delivering a written revocation to any director at any time before the voting results are announced at the Annual Meeting.

If your units are held in the name of your brokerage firm, bank, fiduciary, trustee, custodian or other nominee, you are considered the beneficial owner of units held in your name. If you are the beneficial owner of your units and not the holder of record, you will need to contact your brokerage firm, bank, fiduciary, trustee, custodian or other nominee to revoke any prior voting instructions or bring with you a legal proxy from your brokerage firm, bank, fiduciary, trustee, custodian or other nominee authorizing you to vote the units.

On behalf of the directors, I would like to thank you for your continued interest in the affairs of Lincolnway Energy, LLC, and we look forward to seeing you at our Annual Meeting.

Sincerely,

/s/ Seth Harder

Seth Harder

President

May 6, 2022

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NOTICE OF ANNUAL MEETING OF MEMBERS

to be held on June 16, 2022

Date:	June 16, 2022
Time:	7:00 p.m. central time
Place:	Gateway Hotel & Conference Center, 2100 Green Hills Drive, Ames, Iowa 50014 Members can contact the Company at (515) 232-1010 if you need directions to the Annual Meeting.
Purpose:	•Amend and restate our Fourth Amended and Restated Operating Agreement dated April 1, 2020 (our “Existing Operating Agreement”) to provide for five separate and distinct classes of units: Common, Class A, Class B, Class C, and Class D Units; •Reclassify our units into Common, Class A, Class B, Class C, and Class D Units for the purpose of discontinuing the registration of our units under the Securities Exchange Act of 1934 (“Exchange Act”); •Adjourn or postpone the Annual Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the matters under consideration; •Election of two (2) Common Directors; and •Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022. The foregoing items are more fully described in the accompanying Proxy Statement.
Record Date:	Only members of record on May 4, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting.
Proxy Voting:	Your vote is very important, and our directors desire that all members be present or represented at the Annual Meeting. Please print, sign, date and return the proxy card located on our website at www.lincolnwayenergy.com under the “Investor” tab at your earliest convenience to the Company's principal office so that your units may be voted.

	By Order of the Board of Directors,
Nevada, Iowa	/s/ William Couser
May 6, 2022	William Couser, Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF MEMBERS TO BE HELD ON JUNE 16, 2022

The Notice of Annual Meeting and the Proxy Statement for the Annual Meeting are available free of charge at www.lincolnwayenergy.com under the “Investor” tab.

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ABOUT THE ANNUAL MEETING	5
QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION	7
FINANCIAL INFORMATION	13
SPECIAL FACTORS RELATED TO THE RECLASSIFICATION	16
Overview	16
Background	16
Reasons for the Reclassification	17
Fairness of the Reclassification	19
Factors Not Considered Material	22
Board Recommendation	23
Purpose and Structure of the Reclassification	23
Effects of the Reclassification on LWE	24
Effects of the Reclassification on Unit Holders of LWE	25
Units Held in a Brokerage or Custodial Account	27
Interests of Certain Persons in the Reclassification	27
Material Federal Income Tax Consequences of the Reclassification	28
Appraisal and Dissenters Rights	28
Regulatory Requirements	28
Fees and Expenses; Financing of the Reclassification	29
THE FIFTH AMENDED AND RESTATED OPERATING AGREEMENT	29
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS	31
MEMBER PROPOSALS FOR THE 2023 ANNUAL MEETING	32
OTHER MATTERS	34
ANNUAL MEETING DISCLOSURES	34
PROPOSAL NO. 1 - AMEND AND RESTATE OUR FOURTH AMENDED AND RESTATED OPERATING AGREEMENT	51
PROPOSAL NO. 2 - RECLASSIFICATION OF THE COMPANY'S UNITS	54
PROPOSAL NO. 3 - ADJOURNMENT OR POSTPONEMENT PROPOSAL	54
PROPOSAL NO. 4 - VOTE ON ELECTION OF DIRECTORS	55
PROPOSAL NO. 5 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	55

Exhibit 99.1	Registrant's 10-K FYE 9-30-2021 filed with the Commission on December 22, 2021
Exhibit 99.2	Registrant's 10-Q/A FQE 12-31-2021 filed with the Commission on March 29, 2022
Exhibit 99.3	FOURTH AMENDED AND RESTATED OPERATING AGREEMENT
Exhibit 99.4	PROPOSED FIFTH AMENDED AND RESTATED OPERATING AGREEMENT
APPENDIX A	FORM OF PROXY
APPENDIX B	FORM OF TRANSMITTAL LETTER

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ABOUT THE ANNUAL MEETING

In this Proxy Statement, “Lincolnway,” “LWE,” “we,” “our,” “ours,” “us” and the “Company” refer to Lincolnway Energy, LLC, an Iowa limited liability company.

“Reclassification” refers to the reclassification of certain of our registered units into two (2) newly-created classes: Class C and Class D; the outstanding units that are not reclassified will remain in our three (3) existing classes: Common, Class A, and Class B. As a result, following the Reclassification (if completed), we would have five (5)classes of units: Common, Class A, Class B, Class C, and Class D. References to our “units” generally refers to our currently outstanding membership units; a portion of such outstanding units will be renamed as Class C or Class D Units if the Reclassification is consummated.

Date, Time and Place of the Annual Meeting

Our board of directors (the “Board”) is asking for your proxy for use at our Annual Meeting on June 16, 2022 at 7:00 p.m. central time, at the Gateway Hotel & Conference Center, 2100 Green Hills Drive, Ames, Iowa 50014, and at any adjournments or postponements of that meeting. Registration for the Annual Meeting begins at 6:30 p.m. central time.

Proposals to be Considered at the Annual Meeting

Our Board has authorized, and unanimously recommends for your approval at the Annual Meeting, the following Proposals:

Proposal	Description	Board Voting Recommendation
No. 1	Amend and restate our Fourth Amended and Restated Operating Agreement	FOR
No. 2	Approval of the Reclassification of units	FOR
No. 3	Adjournment or Postponement the Annual Meeting	FOR
No. 4	Election of two (2) common directors	FOR Election of Taylor and Couser
No. 5	Ratification of our independent registered public accounting firm	FOR

Our members will vote on these matters separately. If Proposals 1 and 2 are not both approved, our Board, will not implement either:

•the amendment and restatement to our Fourth Amended and Restated Operating Agreement (the "Existing Operating Agreement"), the Fifth Amended and Restated Operating Agreement (the "Proposed Operating Agreement"); or

•the Reclassification

Our Board will have the discretion to determine if and when to effect the Proposed Operating Agreement, including the Reclassification, and reserves the right to abandon the Proposed Operating Agreement and the Reclassification, even if approved by the members. For example, if the number of record holders of units changes such that the Reclassification would no longer accomplish our intended goal of discontinuing our reporting obligations owed to the Securities and Exchange Commission (the “SEC”), our Board may determine not to effect the Reclassification.

Our Directors are asking separately for the vote to amend and restate our Fourth Amended and Restated Operating Agreement (Proposal 1) and the approval of the Reclassification of units (Proposal 2), even though the Reclassification could be effected solely through the approval of Proposal 1. The Directors believe that the Reclassification is an important unit holder matter and deserves separate distinct attention, given the impacts on our unit holders. The Directors, in the interest of fairness, want to make explicitly clear the impacts that the Proposed Operating Agreement will have on the Company. The Proposed Operating Agreement and the Reclassification are conditioned on one another, unless the unit holders vote in favor of both proposals, both will fail. For more information on the effect of the Reclassification of your units, please see the section entitled "Effects of the Reclassification on Unit Holders of LWE."

We expect that if our members approve the Reclassification and Proposed Operating Agreement and our Board elects to effect the Proposed Operating Agreement, the Reclassification will become effective on July 1, 2022.

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No member proposals will be able to be made or acted upon at the Annual Meeting, and no member action will otherwise be able to be taken at the Annual Meeting, other than voting on the above proposals.

Availability of Proxy Materials

Our Proxy Statement and Annual Report are also available online at www.lincolnwayenergy.com under the "Investors" tab.

Under the SEC’s “notice and access” rules, we have elected to use the Internet as our primary means of furnishing proxy materials to our members. Consequently, most members will not receive paper copies of our proxy materials. We instead sent our members a Notice of Internet Availability of Proxy Materials (“Internet Availability Notice”) containing instructions on how to access this Proxy Statement and our Annual Report via the Internet. The Internet Availability Notice also included instructions on how to receive a paper copy of your proxy materials, if you so choose. If you received your annual meeting materials by mail, your proxy materials, including your proxy card, were enclosed. We believe that this process expedites members’ receipt of proxy materials, lowers the costs of our 2022 Annual Meeting and helps to conserve natural resources.

This Proxy Statement, the Notice of the 2022 Annual Meeting, proxy card and our Annual Report may be requested by calling or e-mailing Kay Gammon at (515) 232-1010 or kgammon@lincolnwayenergy.com or accessing www.lincolnwayenergy.com and clicking on the “Investor” tab.

Record Date

Only members of record on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. You may vote at the Annual Meeting if you were the record owner of units of the Company at the close of business on May 4, 2022, (the "Record Date"). At the close of business on the Record Date, 105,122 units were issued and outstanding held by approximately 983 unit holders of record. If you are a holder of Common, Class A and/or Class B Units of the Company, you are entitled to one vote on each proposal considered and voted upon at the Annual Meeting for each unit you held of record at the close of business on the Record Date.

Quorum; Vote Required for Approval

Pursuant to Section 6.7 of our Existing Operating Agreement, members holding at least 25% of the outstanding units (which shall include members holding at least 25% of the outstanding Common Units and Class B Units, in the aggregate and, with respect to any matter upon which the Class A Units are entitled to vote, shall include Members holding at least 25% of the outstanding Class A Units) will constitute a quorum of the members for the Annual Meeting. Since we had 42,049 Common Units, 6,987 Class B Units, and 56,086 Class A Units outstanding and entitled to vote as of the Record Date, an aggregate of at least 12,259 Common Units and Class B Units in addition to at least 14,022 Class A Units need to be represented at the Annual Meeting in order for there to be a quorum.

Approval of the Proposed Operating Agreement, including the provisions to effect the Reclassification, requires the affirmative vote of a majority of the Common Units, a majority of the Class A Units, and a majority of the Class B Units that are outstanding, eligible to vote and represented in person or by proxy at the Annual Meeting, if a quorum is present. In accordance with Section 6.6 of our Existing Operating Agreement, abstentions or proxies or ballots marked to “withhold authority” will be counted for purposes of determining the presence or absence of a quorum for the transaction of business but will not be counted as votes cast for or against the proposals to be voted upon at the Annual Meeting.

Our Directors are asking separately for the vote to amend and restate our Fourth Amended and Restated Operating Agreement (Proposal 1) and the approval of the Reclassification of units (Proposal 2), even though the Reclassification could be effected solely through the approval of Proposal 1. The Directors believe that the Reclassification is an important unit holder matter and deserves separate distinct attention, given the impacts on our unit holders. The Directors, in the interest of fairness, want to make explicitly clear the impacts that the Proposed Operating Agreement will have on the Company. The Proposed Operating Agreement and the Reclassification are conditioned on one another, unless the unit holders vote in favor of both proposals, both will fail. For more information on the effect of the Reclassification of your units, please see the section entitled "Effects of the Reclassification on Unit Holders of LWE."

If a quorum is not present at the time and place scheduled for the Annual Meeting, the members present at that time may adjourn and/or postpone the Annual Meeting to a later date in order to give the Board additional time to solicit proxies for use at the Annual Meeting. The proposal to adjourn or postpone the Annual Meeting must be approved by the holders of at least a majority of the outstanding units represented at the Annual Meeting (even if a quorum is not present) in order for the meeting to be validly postponed or adjourned to solicit additional proxies or for other purposes.

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Voting and Revocation of Proxies

You may vote your units either (i) in person by attending the Annual Meeting, or (ii) by mailing us your completed proxy. You must return the proxy card to the Company no later than 7:00 p.m. central time on June 16, 2022 for your vote to be valid. If a proxy card is submitted by mail without instructions as to the five proposals, the proxies will be voted “FOR” the Proposal to Amend and restate our Fourth Amended and Restated Operating Agreement; “FOR” the Reclassification of the Company's Units; “FOR” the Adjournment or Postponement Proposal; "FOR" the Vote of the Election of Directors which will result in a vote for the Common Directors, William Couser and Jeff Taylor; and "FOR" the ratification of RSM US LLP as our independent registered public accounting firm.

A member who returns a proxy card to the Company before the Annual Meeting but wants to change the member’s vote, can do so at any time by either (i) delivering a written revocation and/or completing and delivering a new proxy card to the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201 which is received any time before 7:00 p.m. central time on June 16, 2022, or (ii) attending the Annual Meeting and delivering a written revocation to any director at any time before the voting results are announced at the meeting.

If your units are held in the name of your brokerage firm, bank, fiduciary, trustee, custodian or other nominee, you are considered the beneficial owner of units held in your name. If you are the beneficial owner of your units and not the holder of record, you will need to contact your brokerage firm, bank, fiduciary, trustee, custodian or other nominee to revoke any prior voting instructions or bring with you a legal proxy from your brokerage firm, bank, fiduciary, trustee, custodian or other nominee authorizing you to vote the units.

Solicitation of Proxies; Expenses of Solicitation

The proxy materials are being provided to you by the Company and proxies will be solicited on behalf of the Company by our directors, officers and employees. The original solicitation of proxies by mail may be supplemented by solicitations by our directors, officers and employees by telephone, electronic or other means to request members return their proxy cards or attend the Annual Meeting. No compensation will be paid to our directors, officers or employees for any solicitations.

The Company will bear the expenses in connection with this solicitation of proxies. Copies of the proxy materials and any other solicitation materials will be provided to brokerage firms, banks, fiduciaries, trustees, custodians or other nominees holding units in their names that are beneficially owned by others so that they may forward the solicitation materials to such beneficial owners. We will reimburse brokerage firms, bank, fiduciaries, trustees, custodians, or other nominees for the reasonable out-of-pocket expenses incurred by them in connection with forwarding the proxy material or any other solicitation materials. The Company has not employed any third party to solicit proxies for the Annual Meeting.

We are mailing the Notice of Internet Availability of Proxy Materials and making the proxy materials available to our members on or about May 6, 2022.

Authority to Adjourn the Annual Meeting to Solicit Additional Proxies

We are also asking our members to grant full authority for the Annual Meeting to be adjourned, if necessary or desirable, for the purpose of soliciting additional proxies to approve the proposals presented in this Proxy Statement.

The approval of the Adjournment or Postponement Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the holders of the of Class A Units, Class B Units, and Common Units voting as a single class at a meeting even where a quorum is not present.

QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION

This summary provides an overview of material information about the proposed Reclassification and the proposed amendment and restatement of our Existing Operating Agreement by adopting the Proposed Operating Agreement. However, it is a summary only. To better understand the Reclassification and for a more complete description of its terms, we encourage you to carefully read this entire document and the documents to which it refers before voting.

Q: What is the Reclassification?

A.We are proposing that our members amend and restate our Existing Operating Agreement by adopting the Proposed Operating Agreement. If the Proposed Operating Agreement is adopted, it will, among other things, provide for five separate classes of units: Common, Class A, Class B, Class C and Class D Units. Certain of our outstanding Common Units will be reclassified on the basis of one Class C or Class D Unit for each unit currently held, as follows:

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•Common Units held by holders of exactly 25 of our Common Units into Class C Units;

•Common Units held by holders of less than 25 of our Common Units into Class D Units; and

•Common Units held by holders of 26-49 or our Common Units into Class D Units.

Common Units held by holders of 50 or more of our Common Units will not be reclassified. Further, current outstanding Class A and Class B Units will not be reclassified.

The adoption of the Proposed Operating Agreement and the Reclassification must both be approved to effect the Reclassification. For more information about the terms of the Reclassification and the Proposed Operating Agreement, please refer to “Special Factors Related to the Reclassification” and “The Fifth Amended and Restated Operating Agreement.”

Neither the SEC nor any state securities commission has approved or disapproved the Proposed Operating Agreement or the Reclassification, or has passed upon the merits or fairness of the Reclassification or upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

Q: What is the purpose and structure of the Reclassification?

A.The purpose of the Reclassification is to allow us to terminate our SEC reporting obligations (known as “going private”). The primary effect of the Reclassification will be to reduce the total number of unit holders of record of our current Common Units to below 300 unit holders by reclassifying part of our current Common Units as Class C or Class D Units. This will allow us to terminate our registration under the Securities Exchange Act of 1934 (the “Exchange Act”) and relieve us of the costs of preparing and filing public reports and other documents. It will also allow our management and employees to shift time spent from complying with SEC reporting obligations to our operational and business goals.

The Reclassification is being effected at the unit holder level. This means that we use the number of units registered in the name of each holder to determine how that holder’s units will be reclassified. On May 6, 2022, the Company sent a letter to its unit holders notifying them that they had until June 10, 2022 to make transfers of units before the Reclassification. The purpose of this letter was to allow the unit holders the opportunity to make transfers (subject to our Existing Operating Agreement and applicable laws) before the Reclassification so that they could own the requisite number of units to be in their desired class. We will restrict transfers after June 10, 2022 to allow the Company to determine the number of Common, Class A, Class B, Class C, and Class D members that would result from the Reclassification before providing our members with proxy materials.

Q: What will be the effects of the Reclassification?

A.The Reclassification is a “going private transaction,” meaning that it will allow us to deregister with the SEC, and we will no longer be subject to reporting obligations under federal securities laws. As a result of the Reclassification:

•The Common Units currently registered under the Exchange Act (some of which will be reclassified as Class C and Class D Units) will be reduced from approximately 42,049 Common Units to 26,568 Common Units, and the number of unit holders of currently-registered Common Units will decrease from 921 Common unit holders to approximately 269 Common unit holders;

•The newly-created Class C Units will correspondingly increase to approximately 9,200 units held by approximately 368 Class C unit holders;

•The newly-created Class D Units will correspondingly increase to approximately 6,281 units held by approximately 284 Class D unit holders;

•The number of units and holders of the current Class A and Class B Units will not be affected as a result of the Reclassification;

•The percentage of beneficial ownership of and voting power held by directors and executive officers of LWE as a group will increase from approximately 2.5% of the current Common Units to approximately 4.0% of the Common Units after the Reclassification, which will not materially change their collective ability to control the Company in their capacity as members;

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•Certain Common unit holders will receive one Class C or Class D Unit (as applicable) for each Common Unit they held immediately before the Reclassification, continue to have an equity interest in LWE, share in our profits and losses and may be entitled to realize any future value received in the event of any sale of the Company;

•Certain Common unit holders will be required to surrender their original units in exchange for Class C or Class D Units, for which they will receive no consideration (other than the units received in the Reclassification);

•Because the number of record unit holders of our Common Units currently registered under the Exchange Act will be reduced to less than 300, the number of record holders of our existing Class A and Class B Units will continue to be less than 500 for each class, and our new Class C and Class D Units will be less than 500 for each class, we will be allowed to terminate our status as an SEC reporting company;

•The new Class C unit holders will have limited voting rights, which include the right to elect three directors (voting with Common, Class B and Class D unit holders) and to vote on dissolution of the Company and on any amendments to the Proposed Operating Agreement that would modify the limited liability of Class C unit holders. The loss of other voting rights may cause potential purchasers of Class C Units to value these units at a value less than Common, Class A and Class B Units;

•The new Class D unit holders will have limited voting rights, which include the right to elect three directors (voting with Common, Class B and Class C unit holders) and to vote on any amendments to the Proposed Operating Agreement that would modify the limited liability of Class D unit holders. The loss of other voting rights may cause potential purchasers of Class D Units to value these units at a value less than Common, Class A, Class B and Class C Units;

•The Common, Class B, Class C and Class D Units will also be subject to right of first refusal transfer restrictions and drag-along rights. In the event that a majority of the Class A Members, the Common Members, the Class B Members and the Class C Members voting as separate classes, propose to transfer their Units, all of the Units owed by all of the Company’s members must be sold in the transaction so long as the transaction is approved by the Directors. Further, in the event of any involuntary transfers by the holders of Common Units, Class B Units, Class C Units or Class D Units, the Company will have a right to redeem some or all of the units proposed to be involuntarily transferred.

For more information, please refer to the subheadings “Effects of the Reclassification on LWE” and “Effects of the Reclassification on Unit Holders of LWE” under the heading “Special Factors Related to the Reclassification.”

Q:    What does it mean for LWE and our unit holders that LWE will no longer be subject to federal securities laws reporting obligations?

A:    We will no longer be required to file annual, quarterly and current reports with the SEC. These reports contain important information about LWE’s business and financial condition, which will no longer be publicly available. However, under the Proposed Operating Agreement, our unit holders will be allowed to inspect and copy information regarding the activities, financial condition, and other circumstances of the Company as is just and reasonable if certain conditions are met. Additionally, the Company intends to make available to the members an annual report containing the Company’s audited financial statements and quarterly reports containing the Company’s unaudited financial statements. These financial statements and annual and quarterly reports, however, may not be the same as those required for reporting companies, and we will no longer be subject to the regulations for reporting companies. The liquidity of the units you hold in LWE may be reduced since there will be no public information available about LWE, and all of our units will only be tradable in privately-negotiated transactions, without the availability of a qualified-matching service. Additionally, the Company will no longer be directly subject to the provisions of the Sarbanes-Oxley Act of 2002 (“SOX”) applicable to public-reporting companies, which, among other things, requires our CEO and CFO to certify as to the accuracy of our financial statements and internal controls over financial reporting.

Q: Why are you proposing the Reclassification?

A: Our reasons for the Reclassification are based on:

•The administrative burden and expense of making our periodic filings with the SEC;

•As a reporting company, we must disclose information to the public, including information that may be helpful to actual or potential competitors in challenging our business operations and taking market share, employees and

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customers away from us. Terminating our reporting obligations will help to protect sensitive information from disclosure;

•Operating as a private company will reduce the burden on our management and employees from stringent SEC-reporting requirements, thus allowing management to focus more of its attention directly on our business operations;

•Management will have increased flexibility to consider and initiate actions that may produce long-term benefits and growth, such as a merger or sale of the Company, without being required to file proxy materials with the SEC and otherwise comply with proxy rules under the Exchange Act;

•Our unit holders receive limited benefit from LWE being an SEC-reporting company because of our small size and the limited trading of our units, especially when compared to the costs of disclosure pursuant to SEC requirements and SOX compliance;

•We have been able to structure our going private transaction to allow all of our unit holders to retain an equity interest in LWE, and none of our unit holders would be forced out; and

•We anticipate the expense of a going private transaction will be less than the cumulative future expenses of complying with continued SEC reporting obligations and SOX compliance.

We considered that some of our unit holders may prefer that we continue as an SEC reporting company, which is a factor weighing against the Reclassification. However, we believe that the disadvantages and costs of continuing our SEC reporting obligations outweigh the advantages. Our Board considered several positive and negative factors affecting unit holders who will hold our Common Units, Class A Units, and Class B Units, as well as those unit holders whose units will be reclassified into Class C or Class D Units in making its determination, as discussed throughout this Proxy Statement.

Based on a careful review of the facts related to the Reclassification, our Board has unanimously concluded that the terms of the Reclassification are substantively and procedurally fair to our unit holders. Our Board unanimously approved the Reclassification. Please see the subheadings “Reasons for the Reclassification,” “Fairness of the Reclassification” and “Board Recommendation” under the heading “Special Factors Related to the Reclassification.”

Q: What changes to our Existing Operating Agreement are being proposed by the Board?

A:    The Board has proposed amending and restating our Existing Operating Agreement by adopting the Proposed Operating Agreement, primarily to reclassify our units and revise the voting and transfer rights of each class.

For more information, please refer to the information under the heading “The Fifth Amended and Restated Operating Agreement.” To review all of the proposed changes to our Existing Operating Agreement, please see Exhibit 99.4: “Proposed Fifth Amended and Restated Operating Agreement.”

Q: What is the Board’s recommendation regarding the Reclassification?

A:    The Board has determined that the Reclassification is in the best interests of our members. The Board unanimously approved the Reclassification and recommends that our members vote “FOR” the Reclassification and “FOR” the adoption of the Proposed Operating Agreement.

Q: What will I receive in the Reclassification?

A:    If you are the record holder of 50 or more of our existing Common Units on the date of the Reclassification, your units will not be reclassified, and you will continue to hold the same amount of Common Units. If you are the record holder of exactly 25 of our existing Common Units on the date of the Reclassification, your units will automatically be converted into an equal number of Class C Units. If you are the record holder of between 26 and 49 of our existing Common Units or less than 25 of our existing Common Units on the date of the Reclassification, your units will automatically be converted into an equal number of Class D Units. If you are currently a holder of our Class A Units or our Class B Units, your units will not be reclassified, and you will continue to hold the same amount of Class A Units or Class B Units, respectively.

If the Reclassification is adopted and you receive Class C or Class D Units:

•You will receive no other consideration for your units when they are reclassified;

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•Class C and Class D unit holders will have limited voting rights and thus may hold units with less value;

•You will receive units with very limited transferability rights, which may be even less liquid than the units you currently hold; and

•You will lose the benefits of holding securities registered under Section 12 of the Exchange Act.

Q: What are the differences between the Common Units, Class A, Class B, Class C and Class D Units?

A:    Generally, if members approve the Proposed Operating Agreement, the voting rights of the Common, Class A and Class B Units will remain unchanged. The voting rights of Class C Units will be restricted to the election of certain directors, dissolution, and any amendments to the Proposed Operating Agreement that would modify the limited liability of the Class C members. Class D Units will be restricted to voting only on the election of certain directors and any amendments to the Proposed Operating Agreement that would modify the limited liability of the Class D members. Neither the Class C Units nor the Class D Units will have voting rights with respect to a change of control of the Company. All Common, Class B, Class C, and Class D Units will continue to be restricted to transfers that our Board approves and will also be subject to a right of first refusal and drag-along rights. Class A Units will be permitted to make transfers in accordance with Section 9.14 of the Proposed Operating Agreement, subject to the express right of the Board to decline any transfer which would impose SEC reporting requirements. Under the Proposed Operating Agreement, the new Class C and Class D unit holders will receive the same share of our regular/non-liquidating distributions as our Common, Class A and Class B unit holders. Under the Proposed Operating Agreement, Class A unit holders will have liquidation preference equal to unreturned contributions; subject to Class A preference, Class B unit holders will have preference equal to the Class B unreturned contributions; and subject to the Class A and Class B liquidation preference, Common, Class C, and Class D unit holders will have equal liquidation preference. Please refer to the comparison table under the heading “The Fifth Amended and Restated Operating Agreement” below for more detailed information.

Q:    Why are 50 units, 25 units and 26-49 units, or below 25 units the thresholds for determining who will retain Common Units and who will receive Class C or Class D Units?

A:    The purpose of the Reclassification is to reduce the number of record holders of our currently registered Common Units to less than 300 and to have less than 500 holders of each of our Class A, Class B, Class C, and Class D Units, which will allow us to deregister as an SEC reporting company. Our Board selected the respective threshold numbers to enhance the probability that we will achieve the applicable unit holder numbers for each class after the Reclassification, if approved.

Q: When is the Reclassification expected to be completed?

A: If the Reclassification is approved, we expect to complete it as soon as practicable following the Annual Meeting.

Q: What if the Reclassification is not approved or is not later implemented?

A:    The Reclassification will not be completed if less than a majority of the Common Units, a majority of the Class A Units, and a majority of the Class B Units represented at the Annual Meeting are voted for the Reclassification. Additionally, our Board will have the discretion to determine if and when to effect the Proposed Operating Agreement and the Reclassification, and may abandon them, even if approved by the members. For example, if the number of record holders of units changes such that the Reclassification would no longer accomplish our intended goal of discontinuing our SEC reporting obligations, the Board may determine not to effect the Reclassification.

If the Reclassification is not completed, we will continue our current operations under our Existing Operating Agreement, and we will continue to be subject to SEC reporting requirements.

Q: What will happen if LWE gains additional unit holders in the future?

A:    We are currently subject to the reporting obligations under the Exchange Act because we have more than 500 unit holders of record of our Common Units. If the unit holders approve the Reclassification, our currently-registered Common Units will be held by less than 300 unit holders of record. We may then terminate the registration of those units and the obligation to file periodic reports.Therefore, if we ever have 500 or more holders of our Common, Class A, Class B, Class C, or Class D Units, then we will again be responsible for filing reports with the SEC.

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Q:    If the Reclassification is approved, will LWE continue to have its annual financial statements audited, and will I continue to receive information about LWE?

A:    Even if we terminate our registration with the SEC, we will continue to make available to our members an annual report containing audited financial statements in accordance with our Existing Operating Agreement and the Proposed Operating Agreement. In addition, we will continue to make available to our members quarterly reports containing unaudited financial statements. Members, however, will not receive the same level of disclosure as before the Reclassification, because the financial information will not be subject to the disclosure requirements and obligations that the federal securities laws require of public companies.

Q: Will I have appraisal rights in connection with the Reclassification?

A:    Under Iowa law and our Existing Operating Agreement, you do not have appraisal or dissenter’s rights in connection with the Reclassification. However, other rights or actions besides appraisal and dissenter’s rights may exist under Iowa law or federal securities laws for unit holders who can demonstrate that they have been damaged by the Reclassification.

Q: What are the tax consequences of the Reclassification?

A:    Webelieve the Reclassification, if approved and completed, will have the following federal income tax consequences:

•The Reclassification should result in no material federal income tax consequences to LWE;

•Those unit holders continuing to hold our units as Common, Class A, or Class B Units will not recognize any gain or loss in connection with the Reclassification;

•Those unit holders receiving Class C or Class D Units will not recognize any gain or loss in connection with the Reclassification. Their adjusted tax basis in their Class C or Class D Units held immediately after the Reclassification will equal their adjusted tax basis in their units held immediately before the Reclassification, and the holding period for their Class C and Class D Units will include the holding period during which their original units were held; and

•The Reclassification will have no effect on your ability to use otherwise suspended passive activity losses or net operating loss carry forwards.

Please refer to the subheading “Material Federal Income Tax Consequences of the Reclassification” under the heading “Special Factors Related to the Reclassification.”The tax consequences of the Reclassification are complicated and may depend on your particular circumstances. Please consult your tax advisor to determine how the Reclassification will affect you.

Q: Should I send in my unit certificates now?

A:    No. If the Reclassification is approved, we will send you written instructions for exchanging your unit certificates for Class C or Class D Units, as applicable, after the Reclassification is completed.

Q: Do LWE’s directors and officers have different interests in the Reclassification?

A:    Directors and executive officers have interests in the Reclassification that may present actual or potential, or the appearance of actual or potential, conflicts of interest in connection with the Reclassification. Please refer to “Interests of Certain persons in the Reclassification” under the heading “Special Factors Related to the Reclassification.”

We expect that two of our directors will own 50 or more Common Units at the effective time of the Reclassification, and therefore, will be Common Unit holders if the Reclassification is approved.

Because there will be fewer Common Units following the Reclassification, and because the Class C and Class D Units will have limited voting rights, the directors who will be Common unit holders will own a larger percentage of the voting interest in the Company than they currently have. As of the Record Date, our directors and executive officers collectively own and have voting power over 1,064 units, or 2.5% of our units. After the Reclassification, we estimate the directors will beneficially hold and have voting power over 4.0% of the Common Units. This is a potential conflict of interest because our directors approved the Reclassification and the Proposed Operating Agreement and recommend that you approve such proposals. Despite the potential conflict of interest, our Board believes the Reclassification is fair to unaffiliated unit holders who will continue to hold Common, Class A, and Class B Units, unaffiliated unit holders who will receive Class C Units, and unaffiliated unit holders who will receive Class D Units.

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None of our executive officers or directors who beneficially owns an aggregate of 50 or more units has indicated to us that he or she intends to sell units between the public announcement of the transaction and the effective date. In addition, none of these individuals has indicated his or her intention to divide units among different record holders so that fewer than 50 units are held in each account to receive Class C or D Units.

Q: How is LWE financing the Reclassification?

A:    We estimate that the Reclassification will cost approximately $50,000, consisting of professional fees and other expenses related to the Reclassification. See “Fees and Expenses” for a breakdown of the expenses of the Reclassification. We intend to pay these expenses using working capital. Our Board has attempted to balance the interests of reducing our expenses in transitioning to a non-SEC reporting company while at the same time affording all unit holders the opportunity to retain an equity ownership interest in the Company.

Q: Where can I find more information about LWE?

A:    Information about us is available at our website atwww.lincolnwayenergy.com, under “Investors – SEC Financial Report,” which includes links to reports we have filed with the SEC. The contents of our website are not incorporated by reference in this Proxy Statement.

Q: Who can help answer my questions?

A:    If you have questions about the Reclassification or need assistance in voting your units, you should contact Jeff Kistner at (402) 490-3314 or email him at jkistner@flagleafcfo.com. The company’s address is: 59511 W. Lincoln Highway, Nevada, Iowa 50201.

Q: What is the voting requirement for approval of the Reclassification?

A:    The voting requirement for approval of the Reclassification is a majority of the Common Units, a majority of the Class A Units, and a majority of the Class B Units that are outstanding, eligible to vote and represented in person or by proxy at the Annual Meeting, if a quorum is present. A quorum is 25% of the outstanding units (which shall include members holding at least 25% of the outstanding Common Units and Class B Units, in the aggregate and, with respect to any matter upon which the Class A Units are entitled to vote, shall include members holding at least 25% of the outstanding Class A Units). Since we had 42,049 Common Units, 6,987 Class B Units, and 56,086 Class A Units outstanding and entitled to vote as of the Record Date, an aggregate of at least 12,259 Common Units and Class B Units in addition to at least 14,022 Class A Units need to be represented at the Annual Meeting in order for there to be a quorum. You may vote your units in person by attending the Annual Meeting, or by mailing us your completed proxy card. You must return your proxy card to the Company no later than 7:00 p.m. central time on June 16, 2022 for your vote to be valid if you do not plan to attend the meeting in person.

Our Directors are asking separately for the vote to amend and restate our Fourth Amended and Restated Operating Agreement (Proposal 1) and the approval of the Reclassification of units (Proposal 2), even though the Reclassification could be effected solely through the approval of Proposal 1. The Directors believe that the Reclassification is an important unit holder matter and deserves separate distinct attention, given the impacts on our unit holders. The Directors, in the interest of fairness, want to make explicitly clear the impacts that the Proposed Operating Agreement will have on the Company. The Proposed Operating Agreement and the Reclassification are conditioned on one another, unless the unit holders vote in favor of both proposals, both will fail. For more information on the effect of the Reclassification of your units, please see the section entitled "Effects of the Reclassification on Unit Holders of LWE."

We are also asking our members to grant full authority for the Annual Meeting to be adjourned, if necessary or desirable, for the purpose of soliciting additional proxies to approve the proposals presented in this Proxy Statement, including the Reclassification proposal. The proposal to adjourn or postpone the Annual Meeting must be approved by the holders of at least a majority of the outstanding units represented at the meeting (even if a quorum is not present) in order for the meeting to be validly postponed or adjourned to solicit additional proxies or for other purposes.

Q: Who will count the votes?

A:    Votes will be tabulated by Jeff Kistner, Interim Chief Financial Officer of the Company, and by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes and abstentions.

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FINANCIAL INFORMATION

Pro Forma Information

Due to the fact that the Reclassification will save the Company $480,000, an amount which the Company believes is not material, no pro forma financial information showing the effect of the Reclassification on the Company's financial statements has been prepared. The Company determined that the $480,000 in anticipated cost savings represents approximately 7% of the Company’s annual net income for Fiscal Year 2021 (the Company’s most recent fiscal year results) and approximately 6% of the Company’s net income for its first fiscal quarter of Fiscal Year 2022 (the Company's most recent interim period). Further, the Company believes that because the Reclassification and Proposed Operating Agreement would result in a decrease in the Company’s general expenses, management believes that the pro forma financial statements would not be material for the Company’s unit holders who will be asked to vote on the Reclassification and the Proposed Operating Agreement.

The following tables set forth certain selected financial data derived from our financial statements for the periods and as of the dates presented. Members are encouraged to read the Company’s audited balance sheets as of September 31, 2021 and 2020, and the related statements of operations, changes in Members’ equity, and cash flows for each of the years in the two-year period ended September 30, 2021, all of which are incorporated herein by reference to such financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the SEC on December 22, 2021 and exhibited hereto as Exhibit 99.1. Members should also read the unaudited balance sheets as of December 31, 2021, and the related statement of operations and statement of cash flows for the three months ended December 31, 2021, which are incorporated herein by reference to such unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q/A for the period ended December 31, 2021, filed with the SEC on March 29, 2022 and exhibited hereto as Exhibit 99.2.

Income Statement Data:

	Three Months Ended
	December 31, 2021		December 31, 2020
	(Unaudited)
Revenues	$	55,052,305	$	29,338,746
Cost of goods sold	45,854,089		29,518,116
Gross profit (loss)	9,198,216		(179,370)
General and administrative expenses	926,886		794,795
Operating income (loss)	8,271,330		(974,165)
Other income (expense):
Interest income	284		1,893
Interest expense	(183,287)		(211,158)
Other income	601		90,204
	(182,402)		(119,061)
Net income (loss)	$	8,088,928	$	(1,093,226)
Weighted average units outstanding	105,122		105,122
Net income (loss) per unit - basic and diluted	$	76.95	$	(10.40)
Distributions per unit - basic & diluted	$	50.00	$	—

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Years Ended September 30, 2021, 2020 and 2019

	2021		2020		2019
Revenues	$	171,986,079	$	105,156,552	$	97,386,340
Cost of goods sold	162,605,266		101,072,011		105,075,962
Gross profit (loss)	9,380,813		4,084,541		(7,689,622)
General and administrative expenses	2,899,154		3,333,321		3,484,570
Bad debt expense	—		—		4,385,009
Operating income (loss)	6,481,659		751,220		(15,559,201)
Other income (expense):
Interest income	2,595		13,290		10,579
Interest expense	(782,113)		(1,125,048)		(800,867)
Other income	947,080		680,514		3,100,683
Total other income (expense)	167,562		(431,244)		2,310,395
Net income (loss)	$	6,649,221	$	319,976	$	(13,248,806)
Weighted average units outstanding	105,122		70,082		42,049
Net income (loss)  per unit - basic and diluted	$	63.25	$	4.57	$	(315.08)

Balance Sheet Data:

	December 31, 2021		September 30, 2021		September 30, 2020
	(Unaudited)		(Audited)		(Audited)
Cash	$	26,205,188	$	12,174,756	$	7,201,372
Total assets	$	85,656,059	$	72,859,336	$	65,810,902
Total liabilities	$	43,603,642	$	40,864,394	$	33,240,534
Total Members' equity	$	42,052,417	$	39,219,589	$	32,570,368
Book value per unit	$	400.03	$	373.09	$	309.83

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SPECIAL FACTORS RELATED TO THE RECLASSIFICATION

Overview

This Proxy Statement is furnished in connection with the solicitation of proxies by our Board at the Annual Meeting at which our members will be asked to consider and vote upon amending and restating our Existing Operating Agreement as set forth in the Proposed Operating Agreement. If approved, the Proposed Operating Agreement will, among other things, result in a reclassification of our units into a total of five separate and distinct classes. We intend, immediately following the Reclassification, to terminate the registration of our units with the SEC and terminate further reporting under the Exchange Act.

As of May 4, 2022, we had 105,122 total units issued and outstanding held by approximately 983 total holders of record. Of the total units, we had 42,049 Common Units issued and outstanding held by approximately 921 Common unit holders of record. Of those approximately 921 Common unit holders, approximately 269 or 29% of the Common Units hold 50 or more Common Units, approximately 368, or 40% of the Common Units, hold exactly 25 units each, and approximately 284 or 31% of the Common Units hold either less than 25 or between 26 and 49 units each. Of the total units, we had 58,086 issued and outstanding Class A Units held by 1 unit holder, and we had 6,987 issued and outstanding Class B Units held by approximately 61 unit holders. If our members approve the Reclassification at the Annual Meeting and our Board implements it, the Reclassification will generally affect our unit holders as follows:

POSITION BEFORE THE RECLASSIFICATION	EFFECT OF THE RECLASSIFICATION
Record holders of 50 or more Common Units	Unit holders will continue to hold the same number of Common Units held before the Reclassification.
Record holders of exactly 25 Common Units	Unit holders will hold the same number of units held before the Reclassification but such units will be reclassified as Class C Units.
Record holders of less than 25 or 26-49 Common Units	Unit holders will hold the same number of units held before the Reclassification but such units will be reclassified as Class D Units.
Record holders of Class A Units	Unit holders will continue to hold the same number of Class A Units held before the Reclassification.
Record holders of Class B Units	Unit holders will continue to hold the same number of Class B Units held before the Reclassification.
Unit holders holding units in “street name” through a nominee (such as a bank or broker)	The Reclassification will be effected at the unit holder level. If your units are held through a nominee, please refer to “Units Held in a Brokerage or Custodial Account” below.

Background

As an SEC reporting company, we must prepare and file with the SEC, among other items: annual reports on Form 10-K; quarterly reports on Form 10-Q; current reports on Form 8-K; and proxy statements on Form 14A. Our management and several of our employees spend considerable time and resources preparing and filing these reports, and we believe that we could beneficially use such time and resources for directly operating our business. Also, as a reporting company, we must disclose information to the public that may be helpful to our actual or potential competitors in challenging our business operations and taking market share, employees and customers away from us. In addition, the costs of reporting obligations comprise a significant overhead expense. These costs include securities counsel fees, auditor fees, special Board meeting fees, costs of printing and mailing documents, and word processing and filing costs. Our registration and reporting-related costs have increased and continue to increase due to the requirements of SOX and more stringent regulations. For example, Section 404 of SOX requires us to include our management’s report on, and assessment of, the effectiveness of our internal controls over financial reporting in our annual reports on Form 10-K.

We estimate that our costs and expenses in connection with SEC reporting for 2022 will be approximately $480,000. Becoming a non-SEC reporting company will allow us to avoid these costs and expenses going forward. In addition, once our SEC reporting obligations are terminated, we will not be directly subject to the provisions of SOX that apply to reporting companies or the liability provisions of the Exchange Act. Further, our officers will not be required to certify the accuracy of our financial statements under SEC rules.

There can be many advantages to being a public company, possibly including a higher value for our units, a more active trading market and the enhanced ability to raise capital or make acquisitions. However, to avoid being taxed as a corporation under the

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publicly-traded partnership rules, our units cannot be traded on an established securities market or be readily tradable in a secondary market, which means there is a limited market for our units, regardless of whether we are a public company. Based on the limited number of units available and the trading restrictions we must observe, we believe it is highly unlikely that our units would ever achieve an active and liquid market comprised of many buyers and sellers. In addition, because of our limited trading market and our status as a limited liability company, we are unlikely to be positioned to use our public company status to raise capital through sales of additional securities in a public offering or to acquire other business entities using our units as consideration. We have therefore not been able to effectively take advantage of the benefits of being a public company.

The Board considered and approved the various aspects of the reclassification and deregistration process over the course of several Board meetings. The Board considered the reclassification and deregistration process and decided that the benefits of being an SEC-reporting company are substantially outweighed by the burden on management, the expense related to the SEC reporting obligations and the burden on the Company’s ability to explore long-term strategies while being a public reporting company. The Board concluded that becoming a non-SEC reporting company would allow us to avoid these costs and expenses.

At these meetings, the Board also considered the requirements and alternatives for a going private transaction, including a reverse unit split, self-tender offer whereby unit holders owning less than a certain number of units would be “cashed out,” and a reclassification of our units to reduce our number of record holders to below 300. Because our cash resources are limited, and we believe many of our unit holders feel strongly about retaining their equity interest in the Company, our Board found the prospect of effecting a going private transaction by reclassifying some of our units an attractive option.

The Board discussed that each class would have different voting rights, with members that hold Common Units, Class A Units, and Class B Units to generally retain their current voting rights. Additionally, our Board discussed the business considerations for engaging in a going private transaction, highlighting the advantages and disadvantages and issues raised in a going private transaction, as discussed below.

The Board also discussed the process and mechanism for going private at the meeting. The Board discussed the possibility of forming an independent special committee to evaluate the Reclassification. However, because our directors would be treated the same as the other unit holders and no consideration was given to the unit ownership of the Board members in determining the unit cutoff number, the Board concluded that a special committee for the Reclassification was not needed. The Board also discussed requiring approval of the transaction by a majority of unaffiliated unit holders and considered the fact that the interests of the unit holders receiving Class C or Class D Units are different from the interests of the unit holders owning Common, Class A, and Class B Units and may create actual or potential conflicts of interest in connection with the Reclassification. However, because affiliated and unaffiliated unit holders would be treated identically in terms of the approval process of the Reclassification, the Board believed a special vote was not necessary.

In particular, the Board took the following actions:

•Each month since the Company's August 2021 Board meeting, the Board has discussed the proposed Reclassification and the structure of the proposed Reclassification.

•At the February 2022 Board meeting, all of the directors were present. At this meeting, the Board reviewed the proposed preliminary proxy statement for the Reclassification.

Reasons for the Reclassification

We are undertaking the Reclassification to end our SEC reporting obligations, which will save us and our unit holders the substantial costs of being a reporting company. The specific factors our Board considered in electing to undertake the Reclassification and suspend our reporting obligations are as follows. In view of the wide variety of factors considered in evaluating the Reclassification, our Board did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the specific factors considered in reaching its determination.

•As a small company whose units are not listed on any exchange or traded on any quotation system, we have struggled to sustain the costs of being a public company, while not enjoying many benefits. We estimate that by suspending our reporting obligations, we will be able to reallocate resources and eliminate anticipated costs of approximately $480,000 annually starting in our fiscal year ending September 30, 2022. These estimated annual expenses include reduced accounting and audit expenses ($102,000), reduced legal expenses ($168,000), XBRL edgarization reporting compliance ($64,000), staff and executive time not included in other categories ($100,000); internal control testing and SOX compliance ($22,000) and other miscellaneous expenses ($24,000). These amounts represent estimated savings after considering the legal, accounting and auditing expenses expected to continue after the going private transaction. For example, we will continue to incur some accounting and auditing expenses to maintain our books and records in accordance with GAAP and make available annual and quarterly reports to our members.

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•We expect to continue to make available to our unit holders Company financial information annually and quarterly, but these reports will not be required to comply with many of the information requirements applicable to SEC periodic reports and will not generally include that information. Therefore, we anticipate that the costs of these reports will be substantially less than the costs we currently incur and would otherwise incur in the future in connection with our periodic filings with the SEC.

•Our unit holders receive limited benefit from being an SEC reporting company because of our small size and limited trading of our units. In our Board’s judgment, little or no justification exists for the continuing direct and indirect costs of SEC reporting, especially since our compliance costs have increased due to heightened government oversight and there is a low trading volume in our units.

•We expect that any need to raise capital or enter into other financing or business consolidation arrangements will likely not involve raising capital in the public market. If we need to raise additional capital, we believe that there are comparable sources of additional capital available through borrowing, private sales of equity or debt securities, or alternative business consolidation transactions. Additionally, our ability to explore, secure and structure such transactions may be more successful without the requirement of publicly reporting such negotiations and transactions. However, we recognize that we may not be able to raise additional capital or finalize a transaction with a third party when required, or that the cost of additional capital or the results of any such transactions will be attractive.

•To avoid being taxed as a corporation under the publicly-traded partnership rules under the Internal Revenue Code, our units are not listed on an exchange. Although trading of our units is facilitated through a qualified matching service, we do not enjoy sufficient market liquidity to enable our unit holders to trade their units easily. In addition, our units are subject to transferability restrictions, requiring the consent of our Board in most instances. We also do not have sufficient liquidity in our units to use it as potential currency in an acquisition. As a result, we do not believe that registration of our units under the Exchange Act has benefited our unit holders in proportion to the costs we have incurred and expect to incur.

•As a reporting company, we must disclose information to the public which may be helpful to our direct and indirect competitors in challenging our business operations. Some of this information includes disclosure of material agreements affecting our business, the development of new technology, product research and development, known market trends and contingencies that may impact our operating results. Competitors can use that information to take market share, employees, and customers away from us. Terminating our reporting obligation will help to protect sensitive information from disclosure.

•We expect that terminating our reporting obligations will reduce the burden on our management and employees from the increasingly stringent SEC reporting requirements and allow them to focus more of their attention on our business objectives.

•We expect that terminating reporting obligations will increase management’s flexibility to consider and initiate actions such as a merger or sale of the Company without being required to file a preliminary proxy statement with the SEC and otherwise comply with Regulation 14A of the Exchange Act.

•The Reclassification proposal allows our unit holders to retain an equity interest in LWE and to continue to share in our profits and losses and distributions.

•We expect that terminating reporting obligations may reduce the expectation to produce short-term per unit earnings and may increase management’s flexibility to consider and balance actions between short-term and long-term growth objectives.

We considered that some of our unit holders may prefer to continue as unit holders of an SEC reporting company, which is a factor weighing against the Reclassification. The Board also considered the following potential negative consequences of the Reclassification to our unit holders, and in particular to our unit holders who will receive Class C and Class D Units:

•Our unit holders will lose the benefits of registered securities, such as access to information about the Company required to be disclosed in periodic reports to the SEC.

•Our unit holders will lose certain statutory safeguards since we will no longer be subject to SOX requirements that require our CEO and CFO to certify as to the Company’s financial statements and internal controls over financial reporting and as to the accuracy of our reports filed with the SEC.

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•The value and liquidity of our units may be reduced as a result of the Company no longer being a public company and because of the differing terms among the reclassified units.

•We have incurred and will incur costs, in terms of time and dollars, in connection with going private.

•Going private may reduce the attractiveness of unit-based incentive plans, which are often used to attract and retain executives and other key employees.

•Our officers and directors may have potential liability due to the “interested” nature of the transaction.

•Due to the restrictions involved in the private sale of securities, we may have increased difficulty in raising equity capital in the future, potentially limiting our ability to expand.

However, we believe that the disadvantages of remaining a public company subject to the registration and reporting requirements of the SEC outweigh the advantages, as described above.

We also considered various alternatives to accomplish the proposed transaction, including a tender offer, a unit repurchase on the open market or a reverse unit split whereby unit holders owning less than a certain number of units would be “cashed out.” Ultimately, we elected to proceed with the Reclassification because these alternatives could be more costly, might not have effectively reduced the number of unit holders below 300, and would not allow all unit holders to retain an equity interest in LWE. We have not received any proposal from third parties for any business combination transactions, such as a merger, consolidation or sale of all or substantially all of our assets. Our board did not seek any such proposal in connection with the Reclassification because these types of transactions are inconsistent with the narrower purpose of the proposed transaction, which is to discontinue our SEC reporting obligations.

Other than the cost savings and other benefits associated with becoming a non-SEC reporting company, we do not have any other purpose for engaging in the Reclassification at this particular time.

Fairness of the Reclassification

Based on a careful review of the facts and circumstances relating to the Reclassification, our Board has unanimously concluded that the Proposed Operating Agreement and the going private transaction, including the terms of the Reclassification, are substantively and procedurally fair to all of our unit holders, including unaffiliated unit holders which will be affected by the Reclassification and those that will not be affected by the Reclassification. The Board unanimously approved the Reclassification and recommends that our members vote “FOR” the Reclassification (Proposal 2) and “FOR” the adoption of the Proposed Operating Agreement (Proposal 1).

In its consideration of both the procedural and substantive fairness of the transaction, our Board considered the potential effect of the transaction as it relates to all unaffiliated unit holders generally, including the impacts to liquidity and transferability of all classes of the units, to unit holders receiving Class C or Class D Units and to unit holders continuing to own units as Common, Class A and Class B Units.

Substantive Fairness

The factors that our Board considered positive for our unaffiliated unit holders include the following:

•Our unaffiliated unit holders will continue to have an equity interest in LWE and participate equally in future profit and loss allocations and distributions on a per unit basis.

•Our affiliated unit holders will be treated in the same manner in the Reclassification as our unaffiliated unit holders and will be reclassified according to the same standards.

•Our unaffiliated unit holders are not being “cashed out” in connection with the Reclassification, and all of our units will continue to have the same material economic rights and preferences.

•The Common unaffiliated unit holders will retain voting rights, including the right to elect three directors (collectively, with Classes B, C and D) and vote on other decisions as provided in the Proposed Operating Agreement and under the Iowa Uniform Revised Limited Liability Company Act. Our Class C and Class D unaffiliated unit holders will retain some limited voting rights, including election of three directors (collectively, with Common and Class B unit holders). Class C unaffiliated unit holders will have the right to vote on dissolution of the Company and amendments to the Proposed Operating Agreement that would modify the limited

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liability of the Class C members, and Class D unaffiliated unit holders will have the right to vote on amendments to the Proposed Operating Agreement that would modify the limited liability of the Class D members.

•Our smaller unaffiliated unit holders who prefer to become Common Unit holders had notice that they had until June 10, 2022 to acquire sufficient units to hold 50 or more units in their own names before the Reclassification. The limited market for our units may have made acquiring units difficult, and there may have been acquisition costs beyond the purchase price of such units. However, we believe that acquiring additional units was an option available to our unaffiliated unit holders, and our unaffiliated unit holders were able to weigh the costs and benefits of acquiring additional units. We have restricted transfers after June 10, 2022 to allow the Company to determine definitively the number of Common, Class A, Class B, Class C and Class D members that would result from the Reclassification before providing our members with proxy materials.

•Beneficial owners who hold their units in “street name,” who would receive Class C or Class D Units if they were record owners instead of beneficial owners, and who wish to receive Class C or Class D Units as if they were record owners instead of beneficial owners, had notice that they had until June 10, 2022 to transfer their units so that they could receive Class C or Class D Units.

•Our unaffiliated unit holders receive little benefit from LWE being an SEC reporting company because of our small size, the lack of analyst coverage and the limited trading of our units, especially when compared to the associated costs of reporting.

•Our unaffiliated unit holders will realize the potential benefits of termination of registration of our units, including reduced expenses as a result of no longer being required to comply with the SEC reporting requirements which may increase the value of their units.

•We do not expect that the Reclassification will result in a taxable event for any of our unaffiliated unit holders.

•No brokerage or transaction costs are expected to be incurred by our unit holders in connection with the Reclassification.

The Board is aware of, and has considered, the impact of certain potentially countervailing factors on the substantive fairness of the Reclassification to our unaffiliated unit holders receiving Class C or Class D Units. In particular, the factors that our Board considered as potentially negative for those unit holders receiving Class C or Class D Units included:

•The voting rights of Class C unaffiliated unit holders will be limited to certain director elections, the dissolution of the Company and any amendments to the Proposed Operating Agreement that would modify the limited liability of the Class C unit holders. Such limitations may result in decreased value of the Class C Units.

•The voting rights of Class D unaffiliated unit holders will be limited to the certain director elections and any amendments to the Proposed Operating Agreement that would modify the limited liability of the Class D unit holders. Such limitations may result in decreased value of the Class D Units.

•The value of Class C and Class D Units may be less due to the restrictive voting rights of those classes. As a result, our affiliated unit holders, who will all hold Common Units, Class A Units and Class B Units, may receive more valuable units than those unaffiliated holders who receive Class C and Class D Units.

The factors that our Board considered as potentially negative for the unaffiliated unit holders who are continuing to hold our units as Common Units included:

•The liquidity of unaffiliated Common Units will likely be reduced following the Reclassification because of the reduction in the number of units of that class.

The factors that our Board considered as potentially negative for all of our unaffiliated unit holders, regardless of class, included:

•They may be required to surrender their units in exchange for Class C or Class D Units.

•Following the Reclassification, they will have restrictions on their ability to transfer their units because our units will be tradable only in private transactions, will be subject to a right of first refusal, drag along rights, potential redemption in the event of an Involuntary Transfer as that term is defined in the Proposed Operating Agreement and there will be no public market for our units.

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•They will have reduced access to our financial information once we are no longer an SEC reporting company, although we do intend to continue to make available to all unit holders an annual report containing audited financial statements and quarterly reports containing unaudited financial statements.

•Once our SEC reporting obligations are terminated, we will not be directly subject to the provisions of SOX applicable to reporting companies or the liability provisions of Exchange Act, and our officers will not be required to certify the accuracy of our financial statements under the SEC rules.

•Unaffiliated unit holders who do not believe that the Reclassification is fair to them do not have the right to dissent from the Reclassification. Unaffiliated unit holders also do not have appraisal rights due to the Reclassification under Iowa law.

•Until the Reclassification is completed (or rejected by the members), transfers of our units will be prohibited. If the Reclassification is not approved by our members, transfers made in accordance with our Existing Operating Agreement will be allowed to resume as soon as reasonably practicable after the Annual Meeting, likely within one week of the meeting.

Our Board believes that these potentially countervailing factors did not, individually or in the aggregate, outweigh the overall substantive fairness of the Reclassification to our unaffiliated unit holders and that the foregoing negative factors are outweighed by the positive factors previously described.

Procedural Fairness

We believe the Reclassification is procedurally fair to our unaffiliated unit holders, including those that will continue to hold our units as Common Units, and those that will be reclassified as Class C or Class D unit holders. In concluding that the Reclassification is procedurally fair to our unaffiliated unit holders, the Board considered several factors. The factors that our Board considered positive for our unaffiliated unit holders included the following:

•The Reclassification is being effected in accordance with the applicable requirements of Iowa law.

•Our Board discussed the possibility of forming an independent special committee to evaluate the Reclassification. However, because our directors would be treated the same as the other unit holders and no consideration was given to the unit ownership of the Board members in determining the unit cutoff number, the board concluded that a special committee for the Reclassification was not needed, as the Board was able to adequately balance the competing interest of the unaffiliated unit holders in accordance with their fiduciary duties.

•Our Board retained and received advice from legal counsel in evaluating the terms of the Reclassification as provided in the Proposed Operating Agreement including the balancing of the rights of unaffiliated and affiliated Common unit holders, Class A unit holders, Class B unit holders, Class C unit holders and Class D unit holders.

•Our Board considered alternative methods of effecting a transaction that would result in our becoming a non-SEC reporting company, each of which was determined to be impractical, more expensive than the Reclassification, involving a cash-out of unit holders, or potentially ineffective in achieving the goals of allowing unit holders to retain an equity ownership in the Company while at the same time eliminating the costs and burdens of being a publicly reporting company.

•Unaffiliated unit holders were given notice that they had until June 10, 2022 to acquire or sell sufficient units to determine whether such unit holders will own Common, Class C or Class D Units after the Reclassification.

•To implement the Reclassification, it must be approved by the affirmative vote of majority of the Common Units, a majority of the Class A Units, and a majority of the Class B Units that are outstanding, eligible to vote and represented in person or by proxy at the Annual Meeting, if a quorum is present.

Our Board considered each of the foregoing factors to weigh in favor of the procedural fairness of the Reclassification to all of our unaffiliated unit holders.

The Board is aware of, and has considered, the impact of certain potentially countervailing factors on the procedural fairness of the Reclassification to all of our unaffiliated unit holders:

•Although the interests of holders receiving Class C or Class D Units are different from the interests of holders owning Common, Class A and Class B Units and may create conflicts of interest, neither the Board nor any of the directors retained an independent, unaffiliated representative to act solely on behalf of the unaffiliated unit holders

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receiving Class C or Class D Units to negotiate the terms of the Reclassification or prepare a report concerning the fairness of the Reclassification. However, our Board members will be treated the same as the unaffiliated unit holders in the proposed transaction.

•The transaction is not structured to require approval of at least a majority of unaffiliated unit holders, although when the Reclassification was approved by our Board on May 4, 2022, members of our Board and our executive officers then collectively held only 1.0% of our total outstanding units.

•We did not solicit any outside expressions of interest in acquiring the Company.

•We did not receive a report, opinion, or appraisal from an outside party as to the value of our units, the fairness of the transaction to those unit holders receiving Class C or Class D Units or the fairness of the transaction to LWE.

Our Board believes that these potentially countervailing factors did not, individually or in the aggregate, outweigh the overall procedural fairness of the Reclassification to our unaffiliated unit holders and that the foregoing factors are outweighed by the procedural safeguards previously described. In particular, the Board felt that the consideration and approval of the transaction by the full Board, whose conflict of interest is a relatively insignificant increase in aggregate voting unit ownership following the Reclassification, was a sufficient procedural safeguard that made it unnecessary to form a special committee or retain an independent fairness advisor.

We have not made any provision in connection with the Reclassification to grant our unaffiliated unit holders access to our Company files beyond that granted generally under our Existing Operating Agreement and Iowa law, or to obtain counsel or appraisal services at our expense. With respect to our unaffiliated unit holders’ access to our Company files, our Board determined that this Proxy Statement, together with our other SEC filings and information they may obtain under our Existing Operating Agreement, provide adequate information for our unaffiliated unit holders. Under our Existing Operating Agreement our members have rights to obtain from the Company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the Company as is just and reasonable if the requirements under Section 5.3 of the Existing Operating Agreement are met. With respect to obtaining counsel or appraisal services at our expense, the Board did not consider these actions necessary or customary. In deciding not to adopt these additional procedures, the Board also took into account factors such as LWE’s size and the cost of such procedures.

Factors Not Considered Material

In reaching its conclusion that the Reclassification is fair to our unaffiliated unit holders, whether they will be continuing to hold Common Units or will be receiving Class C or Class D Units, the Board did not consider the following factors to be material:

•The current or historical market price of our units because our units are not traded on a public market, and instead are traded in privately negotiated transactions through a qualified matching system a ("QMS") in which the market price may or may not be determinate. Except as described above with respect to the possible lower value of Class C and Class D Units due to relatively restricted voting rights and transfer rights, any effect that the Reclassification has on the market price will be the same for our unaffiliated unit holders and affiliated unit holders.

•Our going concern value because the going concern value will be determined by the market at the time of a sale, merger or other business combination. We expect that the Reclassification will have only an insignificant effect on the Company’s value on a going forward basis (a $480,000 per year savings) and will not be determinate of the going concern value.

•Our net book value because, the Reclassification and subsequent deregistration will have only an insignificant effect on the net book value of our units.

•The liquidation value of our assets because the Company believes the Reclassification will not have a material effect on the liquidation value of our assets or units. Under the Proposed Operating Agreement, the rights of our Common unit holders will not change, and all of our Common unit holders will be afforded the right to continue to share equally in the liquidation of the Company’s assets and in any residual funds allocated to our unit holders, subject to Class A and Class B unit holders’ liquidation preference.

•Repurchases of units by the Company over the past two years because there were none.

Additionally, our Board believes that several of the above factors are immaterial because our unit holders are not being “cashed out” in connection with the Reclassification, and our units will have the same material economic rights and preferences. As a

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result, our smaller unit holders will continue to hold an equity interest in LWE as Class C or Class D unit holders and will therefore participate equally, and on the same basis that they would participate absent a transaction, with the holders of our Common Units in our profits, losses and the receipt of distributions. Moreover, unaffiliated holders will be treated the same as affiliated holders. Accordingly, we did not request or receive any reports, opinions or appraisals from any outside party relating to the Reclassification or the monetary value of the Common, Class C or Class D Units.

Instead of the foregoing factors, and as described in detail above, the Board subjectively considered the collective advantages of the Common, Class, A, Class B, Class C or Class D Units, including the right of our Common, Class B, Class C and Class D Units to collectively elect three directors, and the ability of our Class C and D members to transfer units in the same manner as Common and Class B members. The Board also subjectively considered the relative disadvantages of the three classes, including limits on voting and decision-making in the case of the Class C and D Units. In addition, the Board also evaluated the benefits shared by all classes of units, such as the ability to benefit from the cost savings associated with the Reclassification and the opportunity to share in our future growth and earnings.

Board Recommendation

As a result of the analysis described above, the Board has unanimously concluded that the Reclassification is substantively and procedurally fair to all unit holders, including our unaffiliated unit holders continuing to hold Common Units, or receiving Class C or Class D Units. In reaching this determination, we have not assigned specific weight to particular factors, and we considered all factors as a whole. None of the factors considered led us to believe that the Reclassification is unfair to any of our unit holders.

The Board unanimously approved the Reclassification and recommends that our members vote “FOR” the Reclassification and “FOR” the adoption of the Proposed Operating Agreement.

Purpose and Structure of the Reclassification

The primary purposes of the Reclassification are to:

•Consolidate ownership of our registered units to less than 300 unit holders of record, which will terminate our SEC reporting requirements and thereby achieve significant cost savings. We estimate that we will be able to reallocate resources, eliminate costs and avoid anticipated future costs of approximately $480,000 annually by eliminating the requirement to prepare and file periodic reports and reducing the expenses of unit holder communications. We will also realize cost savings by avoiding the need to add additional staff and from reduced staff and management time spent on reporting and securities law compliance matters.

•Help protect sensitive business information from disclosure that might benefit our competitors.

•Allow our management and employees to refocus time spent on SEC reporting obligations and unit holder administrative duties to our core business.

•Reduce the expectation to produce short-term per unit earnings, thereby increasing management’s flexibility to consider and balance actions between short-term and long-term growth objectives.

The structure of the Reclassification will give all of our unit holders the opportunity to retain an equity interest in LWE and therefore to participate in any future growth and earnings of the Company. Because we are not cashing out any of our unit holders, this structure minimizes the costs of our becoming a non-SEC reporting company while achieving the goals outlined in this Proxy Statement.

Our Board elected to structure the transaction to take effect at the unit holder level, meaning that we use the number of units registered in the name of each holder to determine how that holder’s units will be reclassified. The Board chose this structure in part because it determined that this method provides us with the best understanding of how many unit holders would receive each class of units at the effective time of the Reclassification. In addition, on May 6, 2022, the Company notified unit holders that they had until June 10, 2022 to make transfers of units before the Reclassification. The purpose of this letter was to allow the unit holders the opportunity to make transfers before the Reclassification so that they could own the requisite number of units to be in their desired class, which our Board felt would enhance the substantive fairness of the transaction to all unit holders. Overall, our Board determined that the structure would be the most efficient and cost-effective way to achieve its goals of deregistration, notwithstanding any uncertainty that may have been created by giving unit holders the flexibility to transfer their holdings through June 10, 2022. We have restricted transfers after June 10, 2022 to allow the Company to determine definitively the number of Common, Class A, Class B, Class C and Class D members that would result from the Reclassification before providing our members with proxy materials.

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Effects of the Reclassification on LWE

The Board expects the Reclassification will have various positive and negative effects on LWE as described below.

Effect of the Proposed Transaction on Our Outstanding Units

As of the Record Date, the number of total outstanding units was 105,122. The Proposed Operating Agreement will authorize the issuance of five (5) separate and distinct classes of units, Common, Class A, Class B, Class C, and Class D Units. Based upon our best estimates, if the Reclassification had been consummated as of the Record Date, approximately 26,568 units would remain Common Units, with the total number of Common unit holders reduced from approximately 921 to approximately 269. Additionally, 9,200 outstanding Common Units would be reclassified as Class C Units, and approximately 6,281 outstanding units would be reclassified as Class D Units. We have no other current plans, arrangements or understandings to issue any units as of the date of this Proxy Statement. The 56,086 outstanding Class A Units and 6,987 Class B Units will remain the same.

Termination of Exchange Act Registration and Reporting Requirements

Upon the completion of the Reclassification, we expect that our current outstanding Common Units, which will continue to be classified as Common Units will be held by fewer than 300 record unit holders, and our current Class A and Class B Units, along with the newly-created Class C and Class D Units will each be held by fewer than 500 record unit holders. Accordingly, our obligation to continue to file periodic reports with the SEC will be terminated under Rule 12g-4 of the Exchange Act.

The termination of the filing requirements will substantially reduce the information that we are required to furnish to our unit holders and the SEC. Therefore, we anticipate that we will eliminate costs of these filing requirements of approximately $480,000 annually, as follows:

Reduction in Accounting and Auditing Expenses	$	102,000
SEC Counsel	$	168,000
Staff and Executive Time (to the extent not otherwise reflected in other categories)	$	100,000
XBRL Edgarization Reporting Compliance	$	64,000
SOX compliance / internal control testing	$	22,000
Miscellaneous, including Printing and Mailing	$	24,000
Total	$	480,000

We will apply for termination of the registration of our units and suspension of our SEC reporting obligations as soon as practicable following completion of the Reclassification.

Potential Registration of the Units

After the Reclassification, we anticipate that there will be approximately 269 Common, 1 Class A, 61 Class B, 386 Class C, and 284 Class D unit holders of record. If the number of record holders of in any of these classes is 500 or more on the last day of any fiscal year, LWE will be required to register such class under Section 12(g) of the Exchange Act. As a result, we would again be subject to all of the reporting and disclosure obligations under the Exchange Act. For this reason, the Proposed Operating Agreement includes a provision that gives our Board the authority to disallow transfers of Common, Class B, Class C, and Class D Units if it believes that a transfer will result in the applicable class being held by 500 or more respective holders or another number that otherwise obligates the Company to register its units under the Exchange Act. We do not expect any significant change in the number of record holders of these classes in the near term that will obligate us to register any class of units.

Effect on Trading of Units

Our units are not traded on an exchange and are not otherwise actively traded, although we currently have a qualified matching service (QMS).

Because we will no longer be required to maintain current public information by filing reports with the SEC, and because of the reduction of the number of our record unit holders and the fact that our units will only be tradable in privately-negotiated transactions and without the availability of a QMS, the liquidity of our units may be reduced following the Reclassification.

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Financial Effects of the Reclassification

We expect that the professional fees and other expenses related to the Reclassification of approximately $50,000 will not have any material adverse effect on our liquidity, results of operations or cash flow.

Effect on Conduct of Business after the Transaction

We expect our business and operations to continue as they are currently being conducted and, except as otherwise discussed in the Proxy Statement with regard to diverting resources that would otherwise be used for SEC reporting obligations, the transaction is not anticipated to affect the conduct of our business.

Effect on Our Directors and Executive Officers

It is not anticipated that the Reclassification will affect our directors and executive officers, other than with respect to their relative unit ownership and voting power and as described below with respect to affiliated unit holders. The annual compensation paid by us to our officers and directors will not increase as a result of the Reclassification, nor will the Reclassification result in any material alterations to existing employment agreements with our officers.

Plans or Proposals

Other than as described with respect to the Reclassification, neither we nor our management have any current plans or proposals to effect any extraordinary corporate transaction, such as a merger, reorganization or liquidation, to sell or transfer any material amount of our assets, to change our Board or management, to change materially our indebtedness or capitalization or otherwise to effect any material change in our corporate structure or business. As stated throughout this Proxy Statement, we believe there are significant advantages in effecting the Reclassification and becoming a non-reporting company. Although our management does not presently have any intention to enter into any transaction described above, management continues to consider all opportunities to increase liquidity, including through additional debt or equity financing and joint ventures or other arrangements with strategic business partners.

Effects of the Reclassification on Unit Holders of LWE

The general effects of the Reclassification on the unit holders of LWE are described below.

Effects of the Reclassification on Common Unit Holders

The Reclassification will have both beneficial and detrimental effects on the Common unit holders. All of these changes will affect affiliated and unaffiliated Common unit holders in the same way.

Our Directors are asking separately for the vote of the Proposed Operating Agreement (Proposal 1) and the Reclassification (Proposal 2), even though the Reclassification could be effected solely through the approval of the Proposed Operating Agreement. The Directors believe that the Reclassification is an important unit holder matter and deserves separate distinct attention, given the impacts on our unit holders. The Directors, in the interest of fairness, want to make explicitly clear the impacts that the Proposed Operating Agreement will have on the Company. The Proposed Operating Agreement and the Reclassification are conditioned on one another, unless the unit holders vote in favor of both proposals, both will fail.

The Board of LWE considered each of the following effects in determining to approve the Reclassification.

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Benefits

Detriments

Due to the Reclassification, Common unit holders will: •Realize the potential benefits of termination of registration of our units, including reduced expenses from no longer being required to comply with reporting requirements under the Exchange Act; •Continue to be entitled to vote on all matters brought before the members of LWE, except as otherwise provided by the Proposed Operating Agreement or Iowa law; and •Have enhanced voting control over LWE in comparison to other classes of units.

Due to the Reclassification, Common unit holders will: •Hold unregistered securities and therefore lose the benefits of holding registered securities, such as access to information concerning LWE required to be contained in the Company’s periodic reports; and the requirement that our officers certify the accuracy of our financial statements; •Hold restricted securities which will require an appropriate exemption from registration to be eligible for transfer and new transfer restrictions including a right of first refusal requirement, drag-along restrictions, and possible redemption of units by the Company in the event of an involuntary transfer; and •Bear the risk of a decrease in the market value and liquidity of the Common Units due to the reduction in public information concerning the Company.

Effects of the Reclassification on Class C Unit Holders

The Reclassification will have both beneficial and detrimental effects on the Class C unit holders. All of these changes will affect affiliated and unaffiliated Class C unit holders in the same way. The Board of LWE considered each of the following effects in determining to approve the Reclassification. The Directors understand that the Reclassification will restrict the voting rights of the Class C and Class D units, without providing those unit holders with any additional compensation. However, the Directors believe that the Class C and Class D units may be indirectly compensated through the potential increase to the value of their units due to (i) the decrease in expenses of the Company from deregistering with the SEC; (ii) the potential for our employees to focus on long-term, rather than short-term, goals which may expand our business; and (iii) our ability to use the information that we previously disclosed to our competitive advantage, rather than our competitors having access to this information.

Benefits

Detriments

Due to the Reclassification, Class C unit holders will: •Realize the potential benefits of termination of registration of our units, including reduced expenses from no longer being required to comply with reporting requirements under the Exchange Act; and •Continue to hold an equity interest in LWE, share in our distributions on the same basis as our Common and Class D unit holders, and share in liquidation equal with Common and Class D unit holders.

Due to the Reclassification, Class C unit holders will: •Be required to have their units reclassified into Class C Units, for which they will receive no additional consideration; •Be entitled to vote only to elect certain directors (collectively with Common, Class B and Class D unit holders), upon a proposed dissolution, and upon amendments to the Proposed Operating Agreement that would modify the limited liability of the Class C members; and •Hold restricted securities which will require an appropriate exemption from registration to be eligible for transfer and new transfer restrictions including a right of first refusal requirement, drag-along restrictions, and possible redemption of units by the Company in the event of an involuntary transfer.

Effects of the Reclassification on Class D Unit Holders

The Reclassification will have both beneficial and detrimental effects on the Class D unit holders. All of these changes will affect affiliated and unaffiliated Class D unit holders in the same way. The Board of LWE considered each of the following effects in determining to approve the Reclassification. The Directors understand that the Reclassification will restrict the voting rights of the Class C and Class D units, without providing those unit holders with any additional compensation. However, the Directors believe that the Class C and Class D units may be indirectly compensated through the potential increase to the value of their units due to (i) the decrease in expenses of the Company from deregistering with the SEC; (ii) the potential for our employees to focus on long-term, rather than short-term, goals which may expand our business; and (iii) our ability to use the information that we previously disclosed to our competitive advantage, rather than our competitors having access to this information.

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Benefits

Detriments

Due to the Reclassification, Class D unit holders will: •Realize the potential benefits of termination of registration of our units, including reduced expenses from no longer being required to comply with reporting requirements under the Exchange Act; •Continue to hold an equity interest in LWE, share in our distributions on the same basis as our Common and Class C unit holders, and share in liquidation equal with Common and Class C unit holders.

Due to the Reclassification, Class D unit holders will: •Be required to have their units reclassified into Class D Units, for which they will receive no additional consideration; •Be entitled to vote only to elect certain directors (collectively with Common, Class B and Class C unit holders) and upon amendments to the Proposed Operating Agreement that would modify the limited liability of the Class D members; and •Hold restricted securities which will require an appropriate exemption from registration to be eligible for transfer and new transfer restrictions including a right of first refusal requirement., drag-along restrictions, and possible redemption of units by the Company in the event of an involuntary transfer.

Effects of the Reclassification on Affiliated Unit Holders

The Reclassification will have some additional effects on our executive officers and directors. As used in this Proxy Statement, the term “affiliated unit holders” means any unit holder who is a director or executive officer of LWE and the term “unaffiliated unit holder” means any member other than an affiliated unit holder. As a result of the Reclassification:

•Our affiliated unit holders will no longer be subject to Exchange Act reporting requirements and restrictions, and information about their compensation and unit ownership will not be publicly available; and

•Our affiliated unit holders will lose the availability of the Rule 144 safe harbor for transfers. Because our units will not be registered under the Exchange Act after the Reclassification and we will no longer be required to furnish publicly available periodic reports, our executive officers and directors will lose the ability to dispose of their units under Rule 144 of the Securities Act of 1933, which provides a safe harbor for resales of securities by affiliates of an issuer.

Units Held in a Brokerage or Custodial Account

Unit holders must understand how units that they hold in “street name” will be treated for purposes of the Reclassification. Unit holders who have transferred their units of LWE into a brokerage or custodial account are no longer shown on our membership register as the record holder of these units. Instead, the brokerage firms or custodians typically hold all units that its clients have deposited with it through a single nominee; this is what is meant by “street name.” If that single nominee is the holder of record of 50 or more units, then all units registered in that nominee’s name will be remain Common Units. At the end of the Reclassification, the beneficial owners will continue to beneficially own the same number of units as before the transaction. If you hold your units in “street name,” you should talk to your broker, nominee or agent to determine how they expect the Reclassification to affect you. Because other “street name” holders who hold through your broker, agent or nominee may have adjusted their holdings before the Reclassification, you may have no way of knowing how your units will be reclassified.

Interests of Certain Persons in the Reclassification

Our executive officers and directors who are also unit holders will participate in the Reclassification in the same manner as our other unit holders. We anticipate that two of our directors will own 50 or more units, and therefore will be Common unit holders if the Reclassification is approved. Because of the voting restrictions placed on Class C and D units, these directors may experience a larger relative percentage of voting power than they previously held. This represents a potential conflict of interest because our directors unanimously approved the Reclassification and are recommending that you approve it. Despite this potential conflict of interest, the Board believes the Reclassification is fair to all of our unit holders for the reasons discussed in this Proxy Statement.

The directors’ relative voting rights were not a consideration in the Board’s decision to approve the Reclassification or in deciding its terms, including setting the 50 Common unit threshold. In addition, the Board determined that any potential conflict of interest created by the directors’ ownership of our Common Units is relatively insignificant. In addition, the percentage of beneficial ownership of and voting power held by directors and executive officers of LWE as a group will increase from

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approximately 2.5% of the current units to approximately 4% of the Common Units after the Reclassification, which will not materially change their collective ability to control the Company in their capacity as members.

Our Board was aware of the actual or potential conflicts of interest discussed above and considered them along with the other matters that have been described in this Proxy Statement.

None of our executive officers or directors who beneficially owns an aggregate of 50 units has indicated to us that he or she intends to sell units between the public announcement of the transaction and the effective date. In addition, none of these individuals has indicated his or her intention to divide units among different record holders so that fewer than 50 units are held in each account to receive Class C or D Units.

Material Federal Income Tax Consequences of the Reclassification

The following is a summary of the anticipated material United States federal income tax consequences of the Reclassification. This discussion does not consider the particular facts or circumstances of any unit holder. This discussion assumes that you hold, and will continue to hold, your units as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.” The federal income tax laws are complex and the tax consequences of the Reclassification may vary depending upon your individual circumstances or tax status. Accordingly, this description is not a complete description of all of the potential tax consequences of the Reclassification and, in particular, may not address United States federal income tax considerations that may affect the treatment of holders of units subject to special treatment under United States federal income tax law (including, for example, foreign persons, financial institutions, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt entities, holders who acquired their units pursuant to the exercise of an employee unit option or right or otherwise as compensation and holders who hold units as part of a “hedge,” “straddle” or “conversion transaction”).

This discussion is based upon the Code, regulations promulgated by the United States Treasury Department, court cases and administrative rulings, all as in effect as of the date hereof, and all of which are subject to change at any time, possibly with retroactive effect. No assurance can be given that, after any such change, this discussion would not be different. Furthermore, we have not and will not seek or obtain an opinion of counsel or ruling from the Internal Revenue Service (IRS) with respect to the tax consequences of the Reclassification, and the conclusions contained in this summary are not binding on the IRS. Accordingly, the IRS or ultimately the courts could disagree with the following discussion.

Federal Income Tax Consequences to LWE

The Reclassification will likely be treated as a tax-free “recapitalization” for federal income tax purposes. As a result, we believe that the Reclassification will not have any material federal income tax consequences to LWE.

Federal Income Tax Consequences to Class C and D Unit Holders

We expect that unit holders receiving Class C or D Units in exchange for their existing units will not recognize any gain or loss in the Reclassification. We anticipate that you will have the same adjusted tax basis and holding period in your Class C or D Units as you had in your units immediately before the Reclassification. Further, we anticipate that the Reclassification will have no effect on your ability to use otherwise suspended passive activity losses or net operating loss carry forwards.

The above discussion of anticipated material United States federal income tax consequences of the Reclassification is based upon present law, which is subject to change possibly with retroactive effect. You should consult your tax advisor as to the particular federal, state, local, foreign and other tax consequences of the Reclassification, in light of your specific circumstances.

Appraisal and Dissenters’ Rights

Under Iowa law, you do not have appraisal rights in connection with the Reclassification. Moreover, under our Existing Operating Agreement, you have waived any dissenter’s rights that may have otherwise been available. Other rights or actions under Iowa law or federal or state securities laws may exist for unit holders who can demonstrate that they have been damaged by the Reclassification. Although the nature and extent of these rights or actions are uncertain and may vary depending upon facts or circumstances, unit holder challenges to actions of the Company in general are related to the fiduciary responsibilities of limited liability company officers and directors and to the fairness of limited liability company transactions.

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Regulatory Requirements

In connection with the Reclassification, we will be required to make several filings with, and obtain several approvals from, various federal and state governmental agencies, including complying with federal and state securities laws, which includes filing this Proxy Statement on Schedule 14A and a transaction statement on Schedule 13E-3 with the SEC.

Fees and Expenses; Financing of the Reclassification

We will be responsible for paying the Reclassification-related fees and expenses, consisting primarily of fees and expenses of our attorneys, and other related charges. We intend to pay the expenses of the Reclassification with working capital. We estimate that our expenses will total approximately $50,000, assuming the Reclassification is completed. This amount consists of the following estimated fees:

Description	Amount
Legal fees and expenses	$	45,000
Printing, mailing costs and miscellaneous expenses	$	5,000
Total	$	50,000

THE FIFTH AMENDED AND RESTATED OPERATING AGREEMENT

We are governed by our Fourth Amended and Restated Operating Agreement the ("Existing Operating Agreement"), which is attached to this Proxy Statement as Exhibit 99.3. In connection with the Reclassification, we are proposing amending and restating our Fourth Amended and Restated Operating Agreement as set forth in the Proposed Operating Agreement, which is attached as Exhibit 99.4. The Proposed Operating Agreement includes several changes, including provisions to reclassify our units and revise the voting and transfer rights attributed to certain classes of units.

The Reclassification

The Proposed Operating Agreement provides for five separate classes of units: Common, Class A, Class B, Class C and Class D Units. It will also reclassify units held by holders of exactly 25 Common Units into Class C Units and units held by holders of less than 25 or 26-29 Common Units into Class D Units. Units will be reclassified on the basis of one Class C or Class D Unit for each unit currently held by such unit holder. Unless otherwise elected by the Board as described in this Proxy Statement, we anticipate that the Reclassification will be effective upon the approval of the Proposed Operating Agreement by our members.

Our Directors are asking separately for the vote of the Proposed Operating Agreement (Proposal 1) and the Reclassification (Proposal 2), even though the Reclassification could be effected solely through the approval of the Proposed Operating Agreement. The Directors believe that the Reclassification is an important unit holder matter and deserves separate distinct attention, given the impacts on our unit holders. The Directors, in the interest of fairness, want to make explicitly clear the impacts that the Proposed Operating Agreement will have on the Company. The Proposed Operating Agreement and the Reclassification are conditioned on one another, unless the unit holders vote in favor of both proposals, both will fail.

Description of Units

General

As of the Record Date, we had 105,122 total units issued and outstanding held by approximately 983 total holders of record. Of the total units, we had 42,049 Common Units issued and outstanding held by approximately 921 Common unit holders of record. Of those approximately 921 Common unit holders, approximately 269 or 29.2% hold 50 or more Common Units, approximately 368, or 40.0%, hold exactly 25 units each, and approximately 284 or 30.8% hold either less than 25 or between 26 and 49 units each. Of the total units, we had 56,086 issued and outstanding Class A Units held by one unit holder, and we had 6,987 issued and outstanding Class B Units held by approximately 61 unit holders. The exact number of Common, Class A, Class B, Class C and Class D Units following the Reclassification will depend on the number of units held by each member on the effective date of the Reclassification. All units when fully paid are nonassessable and are not subject to redemption or conversion. Generally, the rights and obligations of our members are governed by the Iowa Revised Uniform Limited Liability Company Act and our Existing Operating Agreement.

Our units represent an ownership interest in the Company. Upon purchasing units, our unit holders enter into our Existing Operating Agreement and become members of our limited liability company. Each member has the right to: a share of our profits and losses; receive distributions of our assets when declared by our Board; participate in the distribution of our assets if

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we dissolve; and access and copy certain information concerning our business, each as set forth in the Existing Operating Agreement.

Comparison of Features of Common and Class A, B, C and D Units

The following table sets forth a comparison of the proposed features of each class of units as provided in the Proposed Operating Agreement. The features of Common, Class A and Class B Units will not change as a result of the adoption of the Proposed Operating Agreement – the features of the units in these classes will remain the same as they currently exist under the Existing Operating Agreement of the Company. Section references in the below table are to sections in the Proposed Operating Agreement.

	Common	Class A	Class B	Class C	Class D
Voting Rights	Holders of Common Units are entitled to vote on all matters brought before the members of LWE, except as otherwise provided in the Proposed Operating Agreement or Iowa Law. (Article IV and Section 4.17)	Holders of Class A Units are entitled to vote on all matters brought before the members of LWE, except as otherwise provided in the Proposed Operating Agreement or Iowa Law. Holders of Class A Units have special approval rights under Section 4.17 of the Proposed Operating Agreement.	Holders of Class B Units are entitled to vote on dissolution, mergers and as may be required by Iowa law. Holders of Class B Units have special approval rights under Section 4.18 of the Proposed Operating Agreement.	Holders of Class C Units are entitled to vote on dissolution and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class C members. (Section 4.19)	Holders of Class D Units are entitled to vote on amendments to the Proposed Operating Agreement that would modify the limited liability of Class D members. (Section 4.20)
Voting Rights - Director Elections	Holders of Common Units are entitled to vote with Classes B, C and D for three directors (the "Elected Directors") which are classified into three classes based on their term of office. (Section 4.2)	Holders of Class A Units are entitled to vote for four Class A directors from time to time, as determined in the discretion of the holders of the Class A Units. (Section 4.2)	Holders of Class B Units are entitled to vote with Common and Classes C and D for the Elected Directors. (Section 4.2)	Holders of Class C Units are entitled to vote with Common and Classes B and D for the Elected Directors. (Section 4.2)	Holders of Class D Units are entitled to vote with Common and Classes B and C for the Elected Directors. (Section 4.2)
Distribution Preference – Regular Distributions	All classes equal for regular/non-liquidating distributions. (Section 8.2)	All classes equal for regular/non-liquidating distributions. (Section 8.2)	All classes equal for regular/non-liquidating distributions. (Section 8.2)	All classes equal for regular/non-liquidating distributions. (Section 8.2)	All classes equal for regular/non-liquidating distributions. (Section 8.2)
Liquidating Distribution Preference	Subject to Class A and Class B liquidation preference; equal with Classes C and D. (Section 10.2)	Liquidation preference equal to Class A unreturned contributions. (Section 10.2)	Subject to Class A preference, liquidation preference equal to Class B unreturned contributions. (Section 10.2)	Subject to Class A and Class B liquidation preference; equal with Common and Class D. (Section 10.2)	Subject to Class A and Class B liquidation preference; equal with Common and Class C. (Section 10.2)
Transfer Restrictions	All transfers subject to board approval (Section 9.1).	Transfers permitted as provided in Section 9.14.	All transfers subject to board approval (Section 9.1).	All transfers subject to board approval (Section 9.1).	All transfers subject to board approval (Section 9.1).

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Company Right of First Refusal	Right of first refusal on all unit transfers. (Section 9.3)	The Class A Units are not subject to the Company Right of First Refusal.	Right of first refusal on all unit transfers. (Section 9.3)	Right of first refusal on all unit transfers. (Section 9.3)	Right of first refusal on all unit transfers. (Section 9.3)
Drag Along Rights	If Class A unit holder plus a majority of the Common, Class B and Class C Units, with Board approval, vote to sell all or substantially all of the units that results in a change of control, selling members have right to require all members to sell their units. (Section 9.15)	If Class A unit holder plus a majority of the Common, Class B and Class C Units, with Board approval, vote to sell all or substantially all of the units that results in a change of control, selling members have right to require all members to sell their units. (Section 9.15)	If Class A unit holder plus a majority of the Common, Class B and Class C Units, with Board approval, vote to sell all or substantially all of the units that results in a change of control, selling members have right to require all members to sell their units. (Section 9.15)	If Class A unit holder plus a majority of the Common, Class B and Class C Units, with Board approval, vote to sell all or substantially all of the units that results in a change of control, selling members have right to require all members to sell their units. (Section 9.15)	No voting rights on change of control. If Class A unit holder plus a majority of the Common, Class B and Class C Units, with Board approval, vote to sell all or substantially all of the units that results in a change of control, selling members have right to require all members to sell their units. (Section 9.15)
Involuntary Transfers	Company has a right to redeem some or all of the units in the event of an involuntary transfer. (Section 9.4)	Company has a right to redeem some or all of the units in the event of an involuntary transfer. (Section 9.4)	Company has a right to redeem some or all of the units in the event of an involuntary transfer. (Section 9.4)	Company has a right to redeem some or all of the units in the event of an involuntary transfer. (Section 9.4)	Company has a right to redeem some or all of the units in the event of an involuntary transfer. (Section 9.4)

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table provides certain information as of May 6, 2022 with respect to the unit ownership of: (i) each director of the Company, (ii) each named executive officer of the Company, (iii) all current officers and directors of the Company as a group, and (iv) each person or group (as that term is defined in Section 13(d)(3) of the Exchange Act) who was known by the Company to be the beneficial owner of more than 5% of our outstanding units. The percentages in the table below are based on 42,049 Common Units, 56,086 Class A Units and 6,987 Class B Units outstanding on May 6, 2022. No family relationships exist among our directors and executive officers.

Security Ownership of Management

As of May 6, 2022, our directors and executive officers own units as listed in the following table. Unless otherwise indicated, all shares shown in the table below are held with sole voting and investment power.

		Amount and Nature	Percent
Title of Class	Name and Title of Beneficial Owner(1)	of Beneficial Owner(2)	of Class
Directors and Executive Officers:
Common Units	Jeff Taylor, Elected Director and Chairman	651 Common Units(3)	1.55	%
Class B Units	Jeff Taylor, Elected Director and Chairman	1,199 Class B Units(4)	17.16	%
Common Units	William Couser, Elected Director, Vice Chairman and Secretary	413 Common Units(5)	0.98	%
--	Rick Vaughan, Elected Director and Treasurer	-0-	--
--	Robert E. Brummels, Class A Director(6)	-0-	--
--	Dan Heard, Class A Director(6)	-0-	--
--	James Krause, Class A Director(6)	-0-	--
--	Marvin Stech, Class A Director(6)	-0-	--

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--	Seth Harder, General Manager, President and Chief Executive Officer(7)	-0-	--
Class B Units	Jeff Kistner, Interim Chief Financial Officer	165 Class B Units(8)	2.36	%
All Directors and Executive Officers as a Group
Common Units		1,064 Common Units	2.53	%
Class B Units		1,364 Class B Units	19.52	%
5% Beneficial Owners:
Class A Units	HALE, LLC(9)	56,086 Class A Units	100	%

(1)	The address for all of our directors and executive officers is the address of the Company’s principal executive offices located at 59511 W. Lincoln Highway, Nevada, Iowa 50201.
(2)	Unless otherwise indicated by a footnote, all of the units are directly owned by the listed individual or jointly owned with their spouse and are not pledged as security by the listed individual.
(3)	One hundred (100) of the Common Units are held in a family limited partnership and fifty (50) of the Common Units are held by children of Mr. Taylor for which he may be deemed to be an indirect beneficial owner.
(4)	Fifty (50) of the Class B Units are held in a family limited partnership.
(5)	All of the units are pledged as security by Mr. Couser.
(6)	Appointed as a Class A Director effective April 1, 2020.
(7)	Mr. Harder was appointed as our General Manager, President and Chief Executive Officer effective January 17, 2020.
(8)	The Class B Units are held by LKPK Holdings, LLC, a Nebraska limited liability company (“LKPK”). Mr. Kistner serves as President of LKPK. LKPK is owned 100% by Flag Leaf Financial Management, Inc., a Nebraska corporation (“Flag Leaf”) and Mr. Kistner owns 100% of Flag Leaf.
(9)	The address for HALE, LLC is 54048 HWY 20, Plainview, NE 68769.

Recent Transactions

There has been no change in the ownership of the Company's units by any of the Company's directors or officers within the last 60 days.

MEMBER PROPOSALS FOR THE 2023 ANNUAL MEETING OF MEMBERS

We currently anticipate holding the 2023 annual meeting of members in February or March of 2023. The Company is not required to consider any proposal or director nomination petition that does not meet the requirements of the SEC and our Existing Operating Agreement and therefore, any member who wishes to submit a proposal or director nomination petition is encouraged to seek independent counsel about the requirements of the SEC and our Existing Operating Agreement.

All proposals and nomination petitions should be directed to the Company’s principal executive office located at 59511 W. Lincoln Highway, Nevada, Iowa, 50201, to the attention of the Company’s Secretary. We also recommend that proposals and director nomination petitions be sent by electronic means or by certified mail, return receipt requested, or by another means that permits proof of the date of delivery.

Member Proposals to be Considered for Inclusion in the Company’s 2023 Proxy Statement Under SEC Rules

Under applicable SEC rules, including Rule 14a-8 of the Exchange Act, any member proposal to be considered by the Company for inclusion in the proxy materials for the 2023 Annual Meeting of Members must be received by the Secretary of the Company, at 59511 W. Lincoln Highway, Nevada, Iowa 50201, no later than one-hundred and twenty (120) days prior to when we mailed the proxy materials for the preceding year’s annual meeting. Accordingly, we determined that members must submit proposals related to the 2023 Annual Meeting of Members to the Company by January 6, 2023. Proposals submitted later than January 6, 2023 will be considered untimely and will not be included in the Company’s proxy statement for the 2023 Annual Meeting of Members.

In addition, all proposals will need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for inclusion of member proposals in company-sponsored proxy materials. Our directors will review proposals submitted by members for inclusion at our next annual meeting of members and will make recommendations to our directors on an appropriate response to

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such proposals. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included in our proxy materials.

Requirements for Member Proposals to be Brought Before the 2023 Annual Meeting of Members

Pursuant to Rule 14a-4(c) under the Exchange Act, if the Company does not receive advance notice of a member proposal to be brought before its next annual meeting of members in accordance with the requirements of its Operating Agreement or other governing documents, the proxies solicited by the Company may confer discretionary voting authority to vote proxies on the member proposal without any discussion of the matter in the proxy statement.

Section 5.4 of our Existing Operating Agreement provides that written notice of a member proposal or other business a member intends to present at the next annual meeting must be delivered to, or mailed and received at, the principal executive offices of the Company no later than one-hundred and twenty (120) days prior to when we mailed the proxy materials for the preceding year’s annual meeting. Members must therefore submit notice of any member proposals for the 2023 Annual Meeting of Members to the Company by January 6, 2023. Proposals submitted later than January 6, 2023 will be considered untimely and not business that may properly be brought before the 2023 Annual Meeting of Members.

As to each matter the member proposes to bring before the 2023 Annual Meeting of Members, the member’s notice must set forth: (i) a description of the proposal or business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear in the Company’s books, of the member making the proposal; (iii) the number of units beneficially owned by such member, the period of time the member has beneficially owned those units, and a statement that the member intends to continue to hold the units through the date of the annual meeting; (iv) any material interest of the member in the proposal or business; and (v) all other information that would be required to be provided by the member pursuant to Regulation 14A under the Exchange Act if the member has submitted the proposal pursuant to Rule 14a-8 under the Exchange Act. The Company does not have any obligation to include any such proposal in the proxy statement, proxy or ballot or other proxy materials of the Company. Our Existing Operating Agreement also provides that the presiding officer at an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the annual meeting and, if he should so determine, such business shall not be transacted.

A copy of our Existing Operating Agreement will be furnished to members without charge upon written request delivered to the Secretary of the Company at the Company’s principal executive office.

2023 Annual Meeting Director Nominations

Pursuant to Section 4.3 of our Existing Operating Agreement, a member or group of members owning at least five percent (5%) of the outstanding units may nominate an individual for election as an Elected Director at the next annual meeting by submitting a written nomination petition in a form provided by the Company if the nomination petition is received at the Company’s principal office no sooner than the October 1 but not later than the November 30 which precedes the annual meeting at which the member seeks to nominate a director. Each nomination petition must be accompanied by a nominee statement that complies with the requirements set forth in Section 4.3 of the Existing Operating Agreement including, without limitation, an agreement that the nominee will (i) serve as an Elected Director if elected, (ii) prepare, execute and/or file all such reports and documents, and provide the Company with all such information, as may be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations and (iii) provide all information and all agreements and representations as are determined to be necessary or appropriate by the directors or the President.

Any nomination petition or nominee statement which is not fully completed and properly executed, is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the member or members submitting the nomination petition or to the nominee submitting the nominee statement, as the case may be. Each nominee must meet all qualification requirements for Elected Directors as may exist at the time of the nomination and at the time of election.

Effect on Member Proposals and Director Nominations if Reclassification is Implemented

If the Reclassification and Proposed Operating Agreement are implemented, we do not expect to be subject to the proxy rules at the time of the 2023 Annual Meeting, and, therefore, Member proposals would be governed by our Proposed Operating Agreement rather than as set forth above. Additionally, if the Reclassification and Proposed Operating Agreement are implemented, the director nomination procedures would remain the same.

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OTHER MATTERS

Reports, Opinions, Appraisals and Negotiations

We have not received any report, opinion or appraisal from an outside party that is materially related to the Reclassification.

Other Matters of the Annual Meeting

As of the date of this Proxy Statement, the only business that our management expects to be presented at the meeting is that set forth in this Proxy Statement. If any other matters are properly brought before the meeting, or any adjournments thereof, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.

Forward Looking Statements

Statements contained herein that are not purely historical are forward-looking statements, including, but not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. We caution you not to place undo reliance on any forward-looking statements made by, or on behalf of us in this Proxy Statement or in any of our filings with the SEC or otherwise. Additional information with respect to factors that may cause our results to differ materially from those contemplated by forward-looking statements is included in our current and subsequent filings with the SEC. See the section titled “Where You Can Find More Information” below.

Where You Can Find More Information

We are subject to the information requirements of the Exchange Act, and in accordance therewith we file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the SEC at Room 100 F Street, N.E., Washington, D.C., 20549. Copies of such materials can also be obtained at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C., 20549. You may obtain information on the operations of the SEC’s public reference room in Washington, DC by calling the SEC at 1-800-SEC-0330. In addition, such reports, proxy statements and other information is available from the Electronic Data Gathering and Retrieval System ("EDGAR") obtained through the SEC’s Internet Website (https://www.sec.gov/edgar/search/).

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING - REGULAR PROPOSALS

Q:    What is the purpose of the Proxy Statement, proxy card and Annual Report?

A:    The Proxy Statement, proxy card and Annual Report are being provided to our members pursuant to the requirements of the proxy rules of the SEC and of our Existing Operating Agreement. In particular, the materials are provided to solicit your vote on the five proposals to be voted upon by the members at the 2022 Annual Meeting and to invite you to attend the 2022 Annual Meeting.

Q:    Who is providing the Proxy Statement, proxy card and Annual Report and soliciting proxies?

A.    The proxy materials are being provided to you by the Company and proxies will be solicited on behalf of the Company by our directors, officers and employees. The original solicitation of proxies by mail may be supplemented by solicitations by our directors, officers and employees by telephone, electronic or other means to request members return their proxy card or to attend the 2022 Annual Meeting. The Company has not employed any third party to solicit proxies for the 2022 Annual Meeting.

Q:    Who is paying the costs of the solicitation?

A:    The Company will bear the expense of this solicitation of proxies, including the preparation, assembly, printing and mailing of the Internet Availability Notice, this Proxy Statement, the proxy and any additional solicitation material that the Company may provide to members. No compensation will be paid to our directors, officers or employees for any solicitations.

Copies of the proxy materials and any other solicitation materials will be provided to brokerage firms, banks, fiduciaries, trustees, custodians or other nominees holding units in their names that are beneficially owned by others so that they may forward the solicitation materials to such beneficial owners. We will reimburse such brokerage firms,

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banks, fiduciaries, trustees, custodians or other nominees for the reasonable out-of-pocket expenses incurred by them in connection with forwarding the proxy materials and any other solicitation materials.

Q:    Who is entitled to notice of and to vote at the 2022 Annual Meeting?

A:    In accordance with Section 6.5 of our Existing Operating Agreement, the record date for members entitled to notice of, and to vote at, the 2022 Annual Meeting is the close of business on May 4, 2022 (the “Record Date”). Only members of record on May 4, 2022 are entitled to notice of, and to vote at, the 2022 Annual Meeting.

Q:    How many votes does each member have?

A:    Members are entitled to one vote for each unit that they hold on each of the matters presented at the 2022 Annual Meeting.

Q:    How many units are outstanding?

A:    The Company has three classes of units and as of the Record Date. The Company has an aggregate of 105,122 units outstanding and entitled to vote at the 2022 Annual Meeting consisting of 42,049 Common Units, 56,086 Class A Units and 6,987 Class B Units outstanding.

Q:    What constitutes a quorum for the 2022 Annual Meeting?

A:    Pursuant to Section 6.7 of our Existing Operating Agreement, members holding at least 25% of the outstanding units (which shall include members holding at least 25% of the outstanding Common Units and Class B Units, in the aggregate and, with respect to any matter upon which the Class A Units are entitled to vote, shall include Members holding at least 25% of the outstanding Class A Units) will constitute a quorum of the members for the 2022 Annual Meeting. Since we had 42,049 Common Units, 6,987 Class B Units and 56,086 Class A Units outstanding and entitled to vote as of the Record Date, an aggregate of at least 12,259 Common Units and Class B Units in addition to at least 14,022 Class A Units need to be represented at the 2022 Annual Meeting in order for there to be a quorum.

Q:    What is the voting requirement for each of the proposals?

A:    If a quorum is represented at the 2022 Annual Meeting, the voting requirements for the five proposals are as follows:

•Approval of “Proposal 1 – Amend and Restate our Fourth Amended and Restated Operating Agreement” requires a majority of the Common Units, a majority of the Class A Units, and a majority of the Class B Units that are outstanding, eligible to vote and represented in person or by proxy at the Annual Meeting, if a quorum is present.

•Approval of “Proposal 2 – Reclassification of the Company's Units” requires a majority of the Common Units, a majority of the Class A Units, and a majority of the Class B Units that are outstanding, eligible to vote and represented in person or by proxy at the Annual Meeting, if a quorum is present.

•Approval of "Proposal 3 - Adjournment or Postponement" requires the affirmative vote of a majority of the units represented in person or by proxy at the 2022 Annual Meeting, even if a quorum is not present.

•Approval of "Proposal 4 - Vote on Election of Directors" requires the affirmative vote of the holders of a plurality of the units represented in person or by proxy at the 2022 Annual Meeting. A plurality vote means that the two nominees who receive the highest number of votes will be elected to fill the two director positions.

•Approval of "Proposal 5 - Ratification of Independent Registered Public Accountant" requires the affirmative vote of a majority of the units represented in person or by proxy at the 2022 Annual Meeting.

Q:    What is the effect of an abstention or votes withheld?

A:    In accordance with Section 6.6 of our Existing Operating Agreement, abstentions or proxies or ballots marked to “withhold authority” will be counted for the purposes of determining the presence or absence of a quorum for the transaction of business but will not be counted as votes cast for or against the proposals to be voted upon at the 2022 Annual Meeting.

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Q:    What are the voting recommendations of our directors on each of the five proposals?

A:    Our directors recommend that our members vote as follows:

•FOR Approval of “Proposal 1 – Amend and restate our Fourth Amended and Restated Operating Agreement.”

•FOR Approval of “Proposal 2 – Reclassification of the Company's Units”

•FOR Approval of "Proposal 3 - Adjournment or Postponement"

•FOR the election of Jeff Taylor and Bill Couser under the section entitled "Proposal 4 - Vote on Election of Directors."

•FOR Approval of "Proposal 5 - Ratification of Independent Registered Public Accountant."

Q:    Is there a deadline for delivery of my proxy card?

A:    Yes there is a delivery deadline. In order to be valid and count as units represented at the 2022 Annual Meeting, a proxy card must be received at the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201 before 7:00 p.m. central time on June 16, 2022.

Q:    How must a member complete the proxy card in order for it to be valid?

A:    A proxy card must be signed and dated, and properly completed, in order to be valid. If a proxy card is signed, dated, properly completed and timely returned, the units it represents will be voted at the 2022 Annual Meeting in accordance with the specifications provided in the proxy card or if you did not provide any specifications or instructions, as set forth below under the following question: “How will the proxies designated on the proxy card vote a member’s units with respect to each proposal?”

Q:    Can a member revoke a proxy?

A:    A member who returns a proxy card to the Company before the 2022 Annual Meeting but wants to change the member's vote, can do so at any time by either (i) delivering a written revocation and/or completing and delivering a new proxy card to the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201 which is received any time before 7:00 p.m. central time on June 16, 2022, or (ii) attending the 2022 Annual Meeting and delivering a written revocation to any director at any time before the voting results are announced at the meeting.

If your units are held in the name of your brokerage firm, bank, fiduciary, trustee, custodian or other nominee, you are considered the beneficial owner of units held in your name. If you are the beneficial owner of your units and not the holder of record, you will need to contact your brokerage firm, bank, fiduciary, trustee, custodian or other nominee to revoke any prior voting instructions or bring with you a legal proxy from your brokerage firm, bank, fiduciary, trustee, custodian or other nominee authorizing you to vote the units.

Q:    Will a vote be taken at the 2022 Annual Meeting?

A:    Members will be permitted to deliver their proxy cards to the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201 any time before 7:00 p.m. central time on June 16, 2022. We do not, however, contemplate calling for a vote on any of the proposals at the 2022 Annual Meeting, and we will instead tabulate the results of the voting by proxy and announce the results near the conclusion of the 2022 Annual Meeting.

Q:    How will the proxies designated on the proxy card vote a member’s units with respect to each proposal?

A:    Your units will be voted in accordance with the instructions you indicate when you submit your proxy card. If you submit a proxy card, but do not indicate your voting instructions, your units will be voted as follows:

•FOR Approval of “Proposal 1 – Amend and Restate our Fourth Amended and Restated Operating Agreement ”

•FOR Approval of “Proposal 2 – Reclassification of the Company's Units”

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•FOR Approval of "Proposal 3 - Adjournment or Postponement"

•FOR the election of Jeff Taylor and Bill Couser under the section entitled "Proposal 4 - Vote on Election of Directors."

•FOR Approval of "Proposal 5 - Ratification of Independent Registered Public Accountant"

As to any other business that may properly come before the 2022 Annual Meeting or any adjournment or postponement thereof, your units will be voted at the discretion of the proxies in a manner that they consider to be in the best interest of the Company and its members.

Q:    When will the voting results be announced?

A:    We will announce the preliminary voting results at the conclusion of the 2022 Annual Meeting. The final voting results will be tallied and published in a Current Report on Form 8-K to be filed with the SEC within four business days following the 2022 Annual Meeting.

Q:    How can a member make a proposal for next year's annual meeting?

A:    This question is answered above in the section entitled “Member Proposals for the 2023 Annual Meeting of Members.”

Q:    How can a member nominate director candidates for next year's annual meeting?

A:    This question is answered above in the section entitled “Directors and Corporation Governance – Director Nomination Process.”

DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors Structure

The Company is currently governed by seven (7) directors. The holders of Common Units and Class B Units, voting collectively as a class, are entitled to elect three (3) Directors (the “Elected Directors”). Except as set forth below with respect to the terms of our current Elected Directors, pursuant to the terms of the Existing Operating Agreement, Elected Directors will generally be arranged into three classes with one director in each class and each elected for staggered three-year terms. The current Elected Directors are Jeff Taylor, Bill Couser, and Rick Vaughan each of whom was serving as a director of the Company as of the date of the adoption of the Existing Operating Agreement and the Company's inception in 2004. The Elected Directors will serve terms as set forth below in accordance with the terms of the Existing Operating Agreement:

•Jeff Taylor will continue serving as an Elected Director until the 2022 annual meeting of the members, at which time he will be eligible for election to a three-year term expiring in 2025.

•Bill Couser will continue serving as an Elected Director until the 2022 annual meeting of the members, at which time he will be eligible for election to a two-year term expiring in 2024, with three-year terms available thereafter.

•Rick Vaughan will continue serving as an Elected Director until the 2023 annual meeting of the members, at which time he will be eligible for election to a three-year term expiring in 2026.

Additional information regarding the Elected Directors is set forth below under the section entitled “Elected Directors.”

Our Existing Operating Agreement also provides that the holders of Class A Units, by majority vote of the holders of the Class A Units, are entitled to appoint four Directors (the “Class A Directors”) from time to time, as determined in the discretion of the holders of the Class A Units. The Class A Directors serve until they resign, or the Class A Member removes them. Currently, HALE is the only holder of Class A Units and is therefore the sole “Class A Member.” As the sole Class A Member, HALE has the right to designate the four Class A Directors. Additional information regarding the Class A Directors is set forth below under the section entitled “Class A Directors."

ELECTION OF DIRECTORS

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Three (3) Elected Directors and four (4) appointed Class A Directors comprise the Board. The Elected Directors are divided into three classes. Two directors are to be elected by the members at the 2022 Annual Meeting and the terms of the remaining Elected Director's term expires in 2023.

Our Nominating Committee has nominated Jeff Taylor to stand for election to a three-year term and William Couser to stand for election to a two-year term. The nominees were recommended by members of the Company and the nominating committee nominated each of the director nominees. No other nominees were properly nominated to stand for election at the 2022 Annual Meeting.

Director Independence

The Company has determined that each of our Elected Directors meet the standards of independence applicable to companies listed on the NASDAQ Capital Market (though our units are not listed on any exchange or quotation system), including that each Elected Director is free of any relationship that would interfere with his individual exercise of independent judgment.

The Class A Directors do not meet the “independent director” standards applicable to companies listed on the NASDAQ Capital Market (though our units are not listed on any exchange or quotation system) and therefore constitute “Interested Directors.”

Director Qualifications

In making its recommendations for Elected Director nominees, the Nominating and Corporate Governance Committee (the "Nominating Committee") takes into consideration the diversity considerations and other criteria discussed below in the section entitled “Nominating and Corporate Governance Committee” when selecting and evaluating director candidates. In particular, the Nominating Committee believes that a director should:

•be an individual of the highest character and integrity;

•be free of any conflict of interest that would violate any applicable laws, rules, or regulations or interfere with the proper performance of the responsibilities of a director;

•be willing and able to devote sufficient time to the affairs of the Company; and

•have the capacity and desire to represent the balanced, best interests of the Company’s members as a whole.

We believe that each of our Elected Directors as well as the Class A Directors bring these qualifications to the Company. In addition to the foregoing general criteria, as previously discussed, the Nominating Committee considers specific criteria relating to the skills, experience, particular areas of expertise, specific backgrounds and other characteristics of the Elected Director nominees that may enhance the effectiveness of our directors and their committees.

We believe our continuing Elected Directors and the Class A Directors represent a diverse complement of specific business skills, experience and perspectives including: financial and accounting expertise, historic experience with the Company, industry experience, business expertise and experience and senior leadership skills and experience. Listed below are key skills and experiences that we consider important for our directors in light of our current business and structure.

•Knowledge of the Company. The Nominating Committee and our directors recognize that our current Elected Directors have gained substantial experience, background and institutional knowledge regarding the Company’s operations and the ethanol industry in general through their long-term service as directors of the Company. Each of our current Elected Directors have served as directors since the Company was organized in May 2004.

•Industry Experience. Since its organization in May 2004, the Company, along with the ethanol industry in general and the economy as a whole, has experienced a wide range of political, economic and market circumstances, ranging from very favorable to very difficult circumstances. Our current directors have therefore gained valuable background and experience relating to the renewable fuels industry, the operation of an ethanol plant and management and oversight of agricultural and commodities markets critical for our operation over a diverse range of regulatory and economic market conditions. This experience aids our directors in preparing for and dealing with challenging market conditions that may arise in the future.

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•Business Expertise and Experience. Each of our directors has substantial individual experience in operating or managing a business through their own personal business endeavors that are discussed in the biographies below. Each director has also demonstrated a willingness and ability in their individual businesses to consider and pursue innovative or new approaches, as well as a willingness and ability to assume leadership roles in those businesses and industries, all of which are attributes that are helpful in an evolving and changing industry such as the ethanol industry.

•Financial Expertise. We believe our directors bring a significant collective knowledge of financial markets, financing and funding operations, and accounting and financial reporting processes and related skills and experiences necessary to understand and oversee our capital structure, financing and investing activities, financial reporting and internal control of such activities.

•Senior Leadership Experience. Many of our directors have served in senior leadership positions which is important, as these directors bring experience and perspective in analyzing, shaping, and overseeing the execution of important strategic, operational and policy issues at a senior level. The insights and guidance of these directors, and their ability to assess and respond to situations encountered in serving as directors of our Company, is also enhanced when their leadership experience has been developed at businesses or organizations that operate within the ethanol, renewable energy, agricultural or financial industries.

Elected Directors

Information regarding our current Elected Directors is set forth below. Each of our Elected Directors meet the standards of independence applicable to companies listed on the NASDAQ Capital Market (though our units are not listed on any exchange or quotation system).

Terms Expiring at the 2022 Annual Meeting of Members

William Couser, age 67. William Couser, "Bill" has been a director of the Company since it was organized in May 2004. His current term as a director will end at the annual meeting of the members to be held in 2022 at which time he will be eligible for election to a two-year term expiring at the annual meeting of members to be held in 2024. Bill is currently serving as Vice Chairman of the Company and has served in this role since April 2018. Bill is also serving as Secretary of the Company and has been serving as Secretary since April 1, 2020. Bill previously served as Secretary of the Company from March 2016 to April 2018. Bill served as Chairman from the time the Company was organized in May 2004 until April 2008. He also served as our interim President and Chief Executive Officer from May 2004 until July 13, 2005. Bill has served as a director of the Iowa Renewable Fuels Association for the past thirteen years, and he served as the president of the Iowa Renewable Fuels Association from January 2004 to December 2010. He is also serving as a director of the Iowa Cattlemen’s Association and Iowa Institute for Coops. He has served as a director on those boards for the past ten years. Bill has been self-employed as a farmer since 1977. His farming operations include row crops and cattle. Bill brings, among other things, additional agricultural and management background and experience to the directors. Bill also brings outside board and affiliations background and experience to the directors, including in the ethanol industry as noted above. Bill has agreed to serve if he is elected.

Jeff Taylor, age 55. Jeff Taylor has been a director of the Company since it was organized in May 2004. His current term as a director will end at the annual meeting of the members to be held in 2022 at which time he will be eligible for election to a three-year term expiring at the annual meeting of members to be held in 2025. Jeff is currently serving as the Chairman and has served as the Chairman since May 2008. Jeff served as the Vice Chairman of our organization from May 2004 until April 2008. Jeff has been self-employed as a farmer since 1988, and he owns and operates farms in Story County, Iowa. Jeff received a Bachelor of Science degree from Iowa State University in farm operations and agricultural studies. Jeff provides, among other things, agriculture and management background and experience to the directors. Jeff also completed board member and chairman certification from the Iowa Institute of Cooperatives. Jeff has agreed to serve if he is elected.

Required Vote and Board Recommendation

Each member that holds Common Units and Class B Units is entitled to vote in the general election of directors and may vote for two nominees for each unit the member owns. As indicated on the proxy card, if you do not mark any choices for directors on the proxy card, then your votes will be cast FOR Jeff Taylor and William Couser. Withheld votes for director elections will not be counted either for or against any nominee because directors are elected by plurality vote, meaning that the persons receiving the greatest number of votes relative to the other nominees will be elected. If you mark only one choice on the proxy card for the director election, the proxies will vote your units ONLY for the nominee you have selected. If you mark contradicting choices on the proxy card, such as both FOR and WITHHOLD for a nominee, your votes will not be counted with respect to the director nominee for whom you have marked contradicting choices. If any nominee should withdraw or otherwise

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become unavailable, which is not expected, such nominee's votes will be disregarded in determining which nominees received the greatest number of votes. Members who do not submit a proxy card will not be counted as either a vote for or against any nominee in the election of directors. Any member entitled to vote who submits a signed proxy card will be treated as present at the meeting for purposes of determining a quorum.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF JEFF TAYLOR AND WILLIAM COUSER.

Term Expiring at the 2023 Annual Meeting of Members

Rick Vaughan, age 62. Rick Vaughan has been a director of the Company since it was organized in May 2004. Rick is currently serving as Treasurer of the Company. His current term as a director will end at the annual meeting of the members to be held in 2023 at which time he will be eligible for election to a three-year term expiring at the annual meeting of members to be held in 2026. Rick served as the General Manager of Prairie Land Cooperative from February 1995 until August 2011. Prairie Land Cooperative merged with Innovative Ag Services on September 1, 2011. He became Co-CEO of Innovative Ag Services on September 1, 2011 and CEO in December 2012. Innovative Ag Services is a farm supply business serving producers in grain marketing and services, agronomy products and services, feed manufacturing, diesel fuel and propane products and services. Rick brings, among other things, agricultural, cooperative, management and marketing experience and background to the directors.

Class A Directors

Information regarding the current Class A Directors, each of whom is an Interested Director, is set forth below. The Class A Directors do not have terms that expire as these directors are appointed by the holders of Class A Units and serve until they resign, or the Class A Members remove them. Currently HALE is the sole Class A Member and therefore, HALE has the right to designate and remove the four Class A Directors.

Robert E. Brummels, age 71. Robert E. Brummels, "Bob" was appointed as a Class A Director on April 1, 2020. Bob is currently a director of Husker Ag LLC "Husker Ag" and has served on the Board of Directors of Husker Ag since 2004. Mr. Brummels has served as Chairman of the Board and President of Husker Ag since June 2012. Prior to that, Bob served as Treasurer of Husker Ag from June 2004 to June 2012. He and his wife, Kathy, currently operate a diversified farming operation northeast of Coleridge, Nebraska, and are the parents of three grown sons. Bob has been involved directly and indirectly with various agricultural enterprises and served in various leadership roles. In 1973 Bob graduated from the University of Nebraska-Lincoln College of Agriculture with a Bachelor of Science degree in animal science.

Dan Heard, age 59. Dan Heard was appointed as a Class A Director on April 1, 2020. Dan is currently a director of Husker Ag and has served on the Board of Directors of Husker Ag since 2012. A resident of Sioux Falls, South Dakota, Dan is a CPA and has been a partner in a local public accounting firm for over 30 years. He has been involved in the ethanol industry as an auditor, advisor and consultant since 1995. He has also served on a number of boards in the ethanol industry during that time. For the past thirteen years, Dan has devoted the majority of his professional time to consulting on various renewable energy projects. Mr. Heard has been married to his wife, Connie, for 35 years and they have four daughters.

James Krause, age 70. Jim Krause was appointed as a Class A Director on April 1, 2020. Jim is currently a director of Husker Ag and has served on the Board of Directors of Husker Ag since 2007. He served as Chairman of the Board and President of Husker Ag from June 2009 to June 2012. Jim currently resides in Plainview, Nebraska, where he and his wife, Janet, own Krause Family Farms, Inc., which operates a family farm raising irrigated corn and soybeans as well as hogs and cattle. Jim is a member of the Antelope County corn, soybean and pork growers associations and he has served as a member of the Antelope County Zoning Board. He also served as a member of the Plainview school board for nine years. Jim has a Bachelor of Science degree in agricultural science and animal science with a minor in agricultural economics, as well as a master’s degree in agronomy, all from the University of Nebraska, Lincoln. Jim and Janet have been married 45 years and have four sons each married and residing with their families in Nebraska.

Marvin Stech, age 63. Marvin Stech was appointed as a Class A Director on April 1, 2020. Marvin, of Osmond, Nebraska, is currently a director of Husker Ag and has served on the Board of Directors of Husker Ag since 2009. Mr. Stech has served as Secretary of Husker Ag since June 2009. Mr, Stech is a lifelong farmer and is currently a co-owner of Stech Farms in Osmond. Mr. Stech currently serves on St. Mary's Church Finance Committee. He is a past President of both St. Mary’s Church Board and the St. Mary’s School Board. He is also a past director of Osmond Coop Board and Farm Credit Services Advisory Board. Mr. Stech is a 2007 graduate of the Nebraska LEAD Program, a two year agricultural leadership training course. He and his wife, Mary Beth, have been married for 38 years and have six children.

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Leadership Structure

Our directors elect a Chairman and a Vice Chairman with the Chairman responsible for presiding over and acting as chairperson of all meetings of our directors and our members. If the Chairman is not present, the Vice Chairman serves as chairperson of the director or member meeting. Jeff Taylor is currently the Chairman and William Couser is the current Vice Chairman. Seth Harder serves as our President and Chief Executive Officer which is separate from the role of the Chairman so the same individual does not serve as both the Chairman and the Chief Executive Officer.

We believe a leadership structure providing for the separation of the role of the Chairman and the Chief Executive Officer is in the best interest of the Company and its members because it allocates the oversight of the business among the directors and the executive officers so that our Chief Executive Officer, who reports to our directors, can focus on the day-to-day business operations, and our Chairman and directors can oversee the activities of the Chief Executive Officer, other executive officers and the business as a whole. We have determined that this leadership structure allows our directors to better focus on their oversight role and provide us a perspective that is independent from that of our management. We do not have a policy mandating the leadership structure and our directors reserve the right to determine the appropriate leadership structure from time to time.

Directors’ Role in Risk Oversight

Although management is responsible for the day-to-day management of risks to the Company, our directors provide broad oversight of the Company’s risk management programs. In this oversight role, our directors are responsible for satisfying themselves that the risk management processes designed and implemented by the Company’s management are functioning and that the systems and processes in place will bring to their attention the material risks facing the Company in order to permit our directors to effectively oversee the management of these risks. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of our directors in the risk oversight process allows our directors to assess management’s appetite for risk and also to determine what constitutes an appropriate level of risk for the Company. Our directors regularly include agenda items at their meetings relating to their risk oversight role and meet with various members of management on a range of topics, including corporate governance and regulatory obligations, operations and significant transactions, business continuity planning, succession planning, risk management, insurance, pending and threatened litigation and significant commercial disputes.

While our directors as a whole provide broad oversight of the Company’s risk management processes, various committees of our directors also oversee risk management in their respective areas and regularly report on their activities to all of our directors. Principally, the Risk Committee assists our directors in identifying and quantifying methods of mitigating or eliminating risk, primarily those relating to commodity prices. In addition, the Audit Committee focuses on assessing and mitigating financial risk, including internal controls and the Finance Committee also assists our directors in the oversight of financial risk, including, without limitation, risks relating to our capital structure, investments, tax and financing activities. The Human Resources and Compensation Committee strives to create compensation incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy. Additional information on the standing director committees is set forth below in the section entitled “Directors and Corporate Governance - Committees of the Directors.”

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our leadership structure provides appropriate checks and balances against undue risk taking.

Compensation Risk Analysis

We have reviewed our material compensation policies and practices for all employees and have concluded that these policies and practices are not reasonably likely to have a material adverse effect on the Company. While risk-taking is a necessary part of growing a business, our compensation philosophy, as discussed below in the section entitled “Compensation Discussion and Analysis,” is focused on aligning compensation with the long-term interests of our members as opposed to rewarding short-term management decisions that could pose long-term risks. Our compensation programs have historically contained features designed to mitigate the likelihood of inducing excessive risk-taking behavior.

Director and Committee Meetings and Director Attendance

The directors held a total of 11 meetings (including regularly-scheduled and special meetings) during Fiscal Year 2021. In addition, the Audit Committee held four (4) meetings, the Risk Committee held eleven (11) meetings, and the Nominating

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Committee held one (1) meeting. No incumbent director attended fewer than seventy-five percent (75%) of the aggregate of the director meetings and committee meetings held on which such director served during Fiscal Year 2021.

We do not have any formal policy with regard to directors' attendance at annual meetings of our members; however, we encourage all of our directors to attend the annual meeting of our members. During the Company's 2021 Annual Meeting, each of our Elected Directors and Appointed Directors attended the 2021 Annual Meeting.

Committees of the Directors

Our directors have standing Audit, Nominating and Company Governance, Human Resource and Compensation, Finance and Risk Committees.

Nominating and Company Governance Committee

The Nominating and Company Governance Committee (the “Nominating Committee”) operates under a written charter which is available on our website at www.lincolnwayenergy.com in the “Investors” section. During Fiscal Year 2021, the entire Board served as the Nominating Committee with Jeff Taylor currently serving as the Chair of the Nominating Committee. The general functions performed by the Nominating Committee are to:

•oversee the governance of the Company, including the operations of the directors and their committees;

•identify individuals qualified to become directors and recommend nominees for election as Elected Directors;

•monitor developments in corporate governance practices; and

•oversee the Company’s compliance with legal and regulatory requirements.

The Nominating Committee reviews with the directors the skills and characteristics that should be required of Elected Director nominees in the context of the current skill sets and characteristics of the existing directors and the business and operational environment of the Company at the time of the recommendation.

The Nominating Committee attempts to determine the appropriate characteristics, skills and experiences for the directors as a whole and for individual Elected Directors, with the objective of having an overall composition of directors with diverse backgrounds and experience in business and public service, and not necessarily only in the ethanol industry. The Nominating Committee does not have a policy with regard to, and does not otherwise consider, diversity in identifying Elected Director nominees for Elected Directors, other than diversity in backgrounds and experience as otherwise discussed in this paragraph. Prospective Elected Director nominees are not discriminated against on the basis of age, gender, race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

The Nominating Committee considers the need for diverse backgrounds and experience together with the qualifications of individual Elected Director candidates and the characteristics expected of all directors which include independence, integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to serve as a director. In evaluating the suitability of individual Elected Director candidates, the Nominating Committee takes into account many factors, including the individual's general understanding of marketing, finance, agricultural markets and other disciplines relevant to the success of a company of our size with our capital structure in the renewable fuels industry; the individual's understanding of our business and operations; the individual's educational and professional background and the individual's personal accomplishments.

In addition, the Nominating Committee evaluates each individual Elected Director candidate in the context of the directors as a whole, with the objective of recommending Elected Director nominees that will best represent our member interests through the exercise of sound business judgment using the directors’ diversity of experience and better position us for success. In determining whether to recommend an incumbent director for re-election as an Elected Director, the Nominating Committee also considers the director’s past attendance at meetings and the director’s participation in and contributions to the activities of the directors. All Elected Director nominees recommended by the Nominating Committee are subject to approval by the directors.

The Nominating Committee will generally first look to our members to identify possible Elected Director nominees. The Nominating Committee will consider and evaluate members for possible Elected Director nominees on its own, but will also consider any suggestions by other directors. The Nominating Committee also may, but is not required to, consider any suggestions for Elected Director nominees by our members. The Nominating Committee is not, however, required to only consider or to only nominate members as nominees for Elected Director, and the Nominating Committee is free to recommend any individual as an Elected Director nominee. Although we do not currently contemplate using any search firm or other

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outside parties to identify or evaluate or assist in identifying or evaluating Elected Director nominees, the Nominating Committee, with the approval of the directors, may retain search firms or other outside parties and approve payment of fees to those firms or parties.

Audit Committee

The Audit Committee operates under a written charter which is available on our website at www.lincolnwayenergy.com under the “Investors” tab. During Fiscal Year 2021, the entire Board is serving as the Audit Committee.

During Fiscal Year 2021, the directors determined that Rick Vaughn met the definition of an “audit committee financial expert” as that term is defined in applicable SEC regulations. Mr. Vaughn meets the “independent director” standards applicable to companies listed on the NASDAQ Capital Market (though our units are not listed on any exchange or quotation system).

The general function performed by the Audit Committee is to assist the directors in their oversight of the quality and integrity of the accounting, auditing and reporting practices of the Company. The Audit Committee's role includes overseeing the audit of our financial statements and the work of the Company’s internal accounting and financial reporting and internal auditing processes, and discussing with management the Company’s processes to manage business and financial risk. The Audit Committee is also responsible for the appointment, compensation, retention and oversight of the independent auditor engaged to prepare or issue audit reports on our financial statements and internal control over financial reporting. The Audit Committee relies on the expertise and knowledge of management and the independent auditor in carrying out its oversight responsibilities.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee (the “Compensation Committee”) operates under a written charter which is available on our website at www.lincolnwayenergy.com under the “Investors” tab. During Fiscal Year 2021, the entire Board served as the Compensation Committee. The general functions performed by the Compensation Committee are the following:

•Recommending to the directors the annual goals and objectives of the Chief Executive Officer and other senior management positions;

•Recommending to the directors the compensation of the directors and of the Chief Executive Officer and other senior management positions;

•Conducting and overseeing the performance evaluation of the Chief Executive Officer and other senior management positions;

•Approving the base salary and incentive compensation arrangement of the Chief Financial Officer and the other key employees;

•Recommending to the directors the policies that govern our compensation programs, and overseeing any such programs as are adopted by the directors; and

•Review and coordinate review by our directors of our compensation and benefit plans for alignment with Company objectives.

The Compensation Committee has the authority to retain outside advisors or consultants to assist the committee in carrying out its duties and responsibilities, but no such consultants were utilized during Fiscal Year 2021.

Finance Committee

The Finance Committee operates under a written charter which is available on our website at www.lincolnwayenergy.com in the “Investors” section. During Fiscal Year 2021, the entire Board served as the Finance Committee. The general functions performed by the Finance Committee are to assist our directors in the oversight of the Company’s financial performance, capital structure, financing, investment, tax, insurance, divestiture, merger and acquisition activities.

Risk Committee

The Risk Committee advises our directors on methods of effectively managing the Company’s physical assets, contractual commitments, seeking market opportunities and adding value to the Company’s operating facility. The Risk Committee also

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assists our directors in identifying and quantifying methods of mitigating or eliminating risk, including those relating to commodity prices. During Fiscal Year 2021, the entire Board served as the Risk Committee.

Member Communications with Our Directors

A member desiring to send any communication to our directors may do so in writing by either delivering the writing to the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201, or by mailing the writing to that address, in either case, to the attention of the President. The Company will provide a copy of each such writing to each director.

Code of Ethics

The Company adopted a Code of Ethics that applies to its directors, principal executive officer, principal financial officer, principal accounting officer or controller and other senior financial officers effective August 27, 2008. The Code of Ethics was filed as an exhibit to our annual report on Form 10-K for our fiscal year ended September 30, 2010. We will disclose amendments to, or waivers of, certain provisions of our Code of Ethics relating to our principal executive officer, principal financial officer, controller or persons performing similar functions on our website promptly following the adoption of any such amendment or waiver.

Elected Director Nomination Process

Section 4.3 of the Existing Operating Agreement provides that the directors, or a Nominating Committee established by the directors, shall prepare a list of nominees for each Elected Director position to be filled at the next annual meeting of the members. Our directors have a standing Nominating Committee and the role of the Nominating Committee includes identifying, evaluating and recommending Elected Director candidates to the directors. The Nominating Committee reviews Elected Director nominee candidates from the incumbent Elected Directors and recommendations from members or other third parties and then makes a recommendation to our directors regarding the Elected Director nominees. When reviewing Elected Director nominee candidates, the Nominating Committee takes into consideration the criteria described above in the section entitled “Director Qualifications.”

Member Recommendations

The Nominating Committee considers member recommendations for Elected Director nominee candidates. The Nominating Committee reviews any recommendations received from its members using the same criteria used to review incumbent Elected Directors which criteria is described in the section above entitled “Director Qualifications.”

Member Nomination Process

Pursuant to Section 4.3 of our Existing Operating Agreement, a member or group of members owning at least 5% of the outstanding units may nominate an individual for election as an Elected Director at the next annual meeting by submitting a written nomination petition in a form provided by the Company if the nomination petition is received at the Company’s principal office no sooner than the October 1 but not later than the November 30 which precedes the annual meeting at which the member seeks to nominate a director. Each nomination petition must be accompanied by a nominee statement that complies with the requirements set forth in Section 4.3 of the Existing Operating Agreement including, without limitation, an agreement that the nominee will (i) serve as an Elected Director if elected, (ii) prepare, execute and/or file all such reports and documents, and provide the Company with all such information, as may be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations and (iii) provide all information and all agreements and representations as are determined to be necessary or appropriate by the directors or the President.

Any nomination petition or nominee statement which is not fully completed and properly executed, is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the member or members submitting the nomination petition or to the nominee submitting the nominee statement, as the case may be. Each nominee must meet all qualification requirements for Elected Directors as may exist at the time of the nomination and at the time of election.

No Floor Nominations

Section 4.3 of the Existing Operating Agreement expressly provides that no nominations for any director position may be made from the floor at any meeting of the members.

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Policy Regarding Employee, Officer and Director Hedging

We do not have a policy prohibiting our directors, officers or employees from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of the Company's units held by such persons. The Company is a limited liability company taxed as a partnership for federal income tax purposes and therefore, we must comply with complex trading restrictions under the Internal Revenue Code. In order to not be deemed a publicly-traded partnership for tax purposes and preserve our partnership tax status, our units may not be traded on any established securities market or readily traded on a secondary market (or the substantial equivalent thereof). Since there is no public market for our units, our Board has determined that such a policy is not necessary.

COMPENSATION OF DIRECTORS

Compensation paid to our directors is reviewed and determined on an annual basis by the directors. We do not provide our directors with any equity or equity option awards, nor any non-equity incentive payments or deferred compensation. Similarly, we do not provide our directors with any other perquisites, “gross-ups,” defined contribution plans, consulting fees, life insurance premium payments or otherwise. Our director compensation program provides that each director receives an annual retainer of $18,000 which constitutes a fee of $1,500 per month. The Chairman is paid an additional $6,000 annual retainer and the Vice Chairman, Secretary and Treasurer are each paid an additional $1,200 annual retainer. There was no change in the fees paid to the directors in Fiscal Year 2021 from the fees paid during the previous fiscal year. The following table provides information concerning all compensation paid to each of our directors during the Fiscal Year 2021 for service as a director.

Name	Fee Earned or Paid in Cash		All Other Compensation		Equity or Non-Equity Incentives		Total
Robert Brummels	$	18,000	$	—	$	—	$	18,000
William Couser	$	19,200	$	—	$	—	$	19,200
Dan Heard	$	18,000	$	—	$	—	$	18,000
James Krause	$	18,000	$	—	$	—	$	18,000
Marvin Stech	$	18,000	$	—	$	—	$	18,000
Jeff Taylor	$	24,000	$	—	$	—	$	24,000
Rick Vaughan	$	19,200	$	—	$	—	$	19,200

EXECUTIVE OFFICERS

Our Executive Officers

The information below lists our current executive officers. Except for the Management Agreement and Restated Management Agreement (each as defined below) with respect to Seth Harder, and the CFO Services Agreement (as defined below) with respect to Jeff Kistner, there are no arrangements or understandings between any of the Company’s executive officers and any other persons pursuant to which he or she was selected as an executive officer. No family relationships exist among our directors and executive officers.

Principal Executive Officer

Seth Harder, age 43. Mr. Harder was appointed as the Company’s General Manager, President and Chief Executive Officer on January 17, 2020. Mr. Harder has served as General Manager of Husker Ag, LLC "Husker Ag" for 14 years beginning in January of 2006, during which time Husker Ag has grown from its original capacity of 20 million gallons to currently producing 110 million gallons per year. Prior to his appointment as General Manager, Mr. Harder served as Husker Ag’s Plant Manager from September 2004 through December 2005. He originally joined Husker Ag in November 2002 as the Company's first Production Manager followed by a time with ICM, Inc. where he worked as an ethanol trainer and plant startup specialist. Mr. Harder is a current Board member and former executive officer of Renewal Fuels Nebraska. He is also a Board member of the Renewable Fuels Association and the American Coalition for Ethanol (ACE). In 2019, Mr. Harder was appointed by Governor Pete Ricketts to the Nebraska Environmental Quality Council. Mr. Harder also currently serves on the Board of Laurel BioComposite, LLC, a company that transforms Husker Ag’s dry distillers grain into organic bio resin filler.

Effective January 15, 2020 the Company entered into a Management Services Agreement (the “Management Agreement”) with Husker Ag for management services pertaining to the Company’s ethanol facility. Pursuant to the terms of the Management

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Agreement, Husker Ag will provide the Company with individuals to serve as General Manager, Environmental and Safety Manager and Commodity Risk Manager who will perform the respective management services for each such position.

Effective April 1, 2020, the Company entered into an Amended and Restated Management Services Agreement (the “Restated Management Agreement”) with HALE, an affiliate of Husker Ag, which replaced and superseded the original Management Agreement between the Company and Husker Ag. Pursuant to the terms of the Restated Management Agreement, HALE will provide management services to the Company’s ethanol facility located in Nevada, Iowa, including providing the Company with individuals to (a) serve as General Manager, Environmental and Safety Manager, Commodity Risk Manager, and to fill such other positions as may be necessary from time to time; and (b) perform the respective management services for each such position. See section below entitled “Executive Compensation - Agreements with Our Executive Officers – CEO Management Services Agreement” for a discussion of the terms of the Management Agreement and Restated Management Agreement.

Mr. Harder was appointed as our General Manager, President and Chief Executive Officer in connection with our execution of the Management Agreement and continues to serve in such capacity under the Restated Management Agreement.

Principal Financial Officer

Jeff Kistner, age 58. Mr. Kistner has served as the Company’s Interim Chief Financial Officer since July 31, 2019. Mr. Kistner is the founder and President of Flag Leaf Financial Management Inc. (“Flag Leaf”). Mr. Kistner founded Flag Leaf Financial Management Inc. in May 2008, offering financial advisory and interim CFO services to agribusiness, food and renewable energy companies. Since its start, Flag Leaf has helped businesses succeed financially during periods of uncertain economic volatility. Flag Leaf works with its clients to enable them to enhance cash flow, maximize liquidity, improve capital allocation, forecast operational performance, manage capital structures, and improve strategies for increasing the intrinsic value of the business. See section below entitled “Executive Compensation - Agreements with Our Executive Officers – CFO Professional Services Agreement” for a discussion of the terms of the Professional Services Agreement between the Company and Flag Leaf.

Mr. Kistner was raised on a diversified family farm in southeast Nebraska and graduated in 1986 with a Bachelor of Science in Agricultural Economics from the University of Nebraska. In 1991 he earned his MBA in Finance from Webster University in St. Louis, Missouri. Mr. Kistner has 19 years of banking experience, with the most recent position at CoBank as a member of the business development team specializing in renewable fuel and agricultural processing businesses. He then worked for 4 years at BBI International focusing on project development and management of renewable fuel projects around the globe. At BBI, he had a strong influence in business economics, equity valuations and capital structures for early stage to operating renewable energy companies. For the past 11 years, Mr. Kistner primarily has worked with ethanol processing plants, biodiesel facilities and renewable diesel companies.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis is designed to provide our members with an understanding of our compensation philosophy, core principles and decision making process. It discusses the determinations of the Compensation Committee of how and why, in addition to what, compensation actions were taken for the following executive officers (collectively, the “Named Executive Officers”, or "NEOS") during Fiscal Year 2021:

Seth Harder        President and Chief Executive Officer

Jeff Kistner        Interim Chief Financial Officer

Since our Named Executive Officers are not employees of the Company and are compensated based on agreements the Company has with third-party entities, all compensation arrangements with our Named Executive Officers are negotiated by the Board and are based on the terms of those agreements.

Mr. Harder is an independent contractor and compensation for his services was paid to Husker Ag or HALE under the terms of the Management Agreement and Restated Management Agreement, respectively. See the section below entitled “Executive Compensation - Agreements with Our Executive Officers – CEO Management Services Agreement” for information relating to the compensation paid by us pursuant to the terms of this agreement.

Mr. Kistner is an independent contractor and compensation for his services is paid to Flag Leaf Financial Management Inc. pursuant to the terms of a Professional Services Agreement between the Company and Flag Leaf Financial Management Inc. See the section below entitled “Executive Compensation - Agreements with Our Executive Officers - CFO Services Agreement” for information relating to the compensation paid by us pursuant to the terms of this agreement.

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Details of the compensation provided to our Named Executive Officers (including Mr. Harder and Mr. Kistner) for Fiscal Year 2021 are set forth in the “Summary Compensation Table” and narrative discussions set forth in the section entitled “Executive Compensation” that follow this Compensation Discussion and Analysis.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the compensation discussion and analysis set forth in this Proxy Statement with management, and, based on that review and discussion, recommended to the directors that the compensation discussion and analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE

Jeff Taylor

Dan Heard

William Couser

James Krause

Rick Vaughan

Marvin Stech

Robert E. Brummels

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to or earned by our Named Executive Officers in Fiscal Year 2021 and the two preceding fiscal years.

Name and Principal Position	Fiscal Year	Salary		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Seth Harder, President and Chief Executive Officer1	2021	$	—	$	—	$	160,000	$	160,000
	2020	$	—	$	—	$	160,000	$	160,000
	2019	$	—	$	—	$	—	$	—
Jeff Kistner, Interim Chief Financial Officer2	2021	$	—	$	—	$	114,199	$	114,199
	2020	$	—	$	—	$	175,338	$	175,338
	2019	$	—	$	—	$	45,544	$	45,544

1.Mr. Harder was appointed the President and Chief Executive Officer of the Company effective January 17, 2020. The amount reflected represents payments made to Husker Ag or HALE, respectively, for Mr. Harder’s services pursuant to the terms of the Management Agreement and Restated Management Agreement as allocated by Husker Ag and HALE to the CEO services provided by Mr. Harder to the Company. See section below entitled “Agreements with Our Executive Officers – CEO Management Services Agreement” for additional details on the terms of the Management Agreement and Restated Management Agreement.

2.The amounts reflected represent payments made to Flag Leaf Financial Management Inc. for Mr. Kistner’s services pursuant to the terms of the Professional Services Agreement between the Company and Flag Leaf Financial Management Inc. and include payments related to travel reimbursements. See section below entitled “Agreements with Our Executive Officers – CFO Services Agreement” for additional details on the terms of the Professional Services Agreement.

Agreements with Our Executive Officers

CEO Management Services Agreement

Effective January 15, 2020 the Company entered into a Management Services Agreement (the “Management Agreement”) with Husker Ag, LLC (“Husker Ag”) for management services pertaining to the Company’s ethanol facility. Pursuant to the terms of the Management Agreement, Husker Ag agreed to provide the Company with individuals to serve as General Manager, Environmental and Safety Manager and Commodity Risk Manager who will perform the respective management services for each such position. Mr. Harder was appointed as our General Manager, President and Chief Executive Officer in connection with our execution of the Management Agreement.

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The initial term of the Management Agreement was four months from January 15, 2020 and therefore would have expired on May 15, 2020. However, as discussed below, the Management Agreement was replaced and superseded by the Restated Management Agreement effective April 1, 2020. During the initial term, the Management Agreement required that the Company pay Husker Ag a monthly fee of $36,000 for the management services and thereafter that the parties had to mutually agree upon the compensation for any renewal term prior to the expiration of the then-current term.

Effective April 1, 2020, the Company entered into an Amended and Restated Management Services Agreement (the “Restated Management Agreement”) with HALE, an affiliate of Husker Ag, which replaced and superseded the Management Agreement. Pursuant to the terms of the Restated Management Agreement, HALE will provide management services to the Company’s ethanol facility located in Nevada, Iowa, including providing the Company with individuals to (a) serve as General Manager, Environmental and Safety Manager, Commodity Risk Manager, and to fill such other positions as may be necessary from time to time; and (b) perform the respective management services for each such position.

The initial term of the Restated Management Agreement is twelve months from April 1, 2020. Upon expiration of the initial term, the Restated Management Agreement will automatically renew for one-year periods unless either party provides notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. Either party may terminate the Restated Management Agreement for cause as defined in the Restated Management Agreement. In the event of a change of control event pursuant to which a third party other than HALE or Husker Ag acquires control of the Company, either party has the right to terminate the Restated Management Agreement upon ninety days written notice.

During the initial term, the Restated Management Agreement provides that the Company will pay HALE a monthly fee of $36,000 for the management services. The parties shall mutually agree upon the compensation for any renewal term prior to the expiration of the then-current term. In the event the parties are unable to agree upon compensation for any renewal term, the Company shall pay HALE, on a monthly basis, an amount equal to 50% of the total salary, bonuses, benefits, expenses and costs incurred by the HALE and Husker Ag employees performing the services. The monthly payment will be paid on an estimated basis with a true up calculation and payment occurring as soon as possible at the end of the applicable fiscal year.

During Fiscal Year 2021, the Company made payments to Husker Ag or HALE pursuant to the terms of the Management Agreement and Restated Management Agreement, respectively, which were allocated by Husker Ag or HALE to Mr. Harder for the CEO services he provided to the Company, in the amount of $160,000. HALE has determined that $160,000 of the aggregate $432,000 annual fee payable to HALE by the Company pursuant to the Restated Management Agreement should be allocable to the CEO services provided to the Company by Mr. Harder, subject to reasonable adjustment based on the level of CEO services required by the Company. For instance, during the first several months following the acquisition of control of the Company by HALE, HALE allocated a greater portion of the monthly fees payable by the Company to HALE under the Restated Management Agreement to Mr. Harder due to the additional transition services provided.

CFO Services Agreement

Effective July 31, 2019, we entered into a Professional Services Agreement (the “CFO Services Agreement”) with Flag Leaf Financial Management Inc. (“Flag Leaf”) pursuant to which Flag Leaf provides CFO services in connection with our annual audit, SEC filings, reports to members, lender reporting and tax filings along strategic planning, forecasting and budgeting and day-to-day leadership and oversight of our financial department. The CFO Services Agreement had an initial term which expired January 31, 2020 and automatically renews for two six month terms unless terminated by either the Company or Flag Leaf. Either party may terminate the CFO Services Agreement for any reason, or for no reason, upon thirty (30) days prior written notice to the other party.

Pursuant to the terms of the CFO Services Agreement, we pay Flag Leaf as an independent contractor on a retainer basis based on the estimated amount of time to be devoted to the Company which was $8,000 per month. The CFO Services Agreement provides that the monthly retainer for any services provided following the twelve months shall be mutually agreed to by the parties. The Company will also reimburse Flag Leaf for expenses incurred while performing services under the CFO Services Agreement.

Change of Control or Severance Agreements

The Company does not have any change of control or severance agreements or similar obligations.

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Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during Fiscal Year 2021, or at any other time, an officer or employee of the Company. No executive officer of the Company serves as a director or a member of a compensation committee of any entity that has one or more executive officers serving as one of our directors or as a member of the Compensation Committee.

Chief Executive Officer Pay Ratio

As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Seth Harder, our Chief Executive Officer at the end of Fiscal Year 2020 (our “CEO”).

The CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For Fiscal Year 2021, the ratio of the annual total compensation of our CEO to the annual total compensation of the medial employee was as follows:

	Total Annual Compensation
Chief Executive Officer	$	160,000
Median Employee	$	68,870
CEO Pay Ratio	2.32

To identify the median of the annual total compensation of all the Company’s employees, as well as to determine the annual total compensation of our median employee and our CEO, the Company took the following steps:

1.The Company determined that, as of September 30, 2021, the last day of Fiscal Year 2021, our employee population consisted of forty individuals including temp service staffing with all of these individuals located in the United States. This population consisted of our full-time and part-time employees. The Company selected September 30, 2021, which is the last day of our Fiscal Year 2021 as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner.

2.To identify the median employee from our employee population, the Company calculated the amount of the total cash compensation earned during Fiscal Year 2021 as reflected in our payroll records which was consistently applied to all of our employees, excluding our CEO, who were employed by us on September 30, 2021 (whether employed on a full-time or part-time basis). The Company believes the use of total cash compensation earned by our employees is a consistently applied compensation measure because the Company does not distribute equity awards to employees. For purposes of calculating the total cash compensation earned, we included the following for each of our employees in the calculation: (i) actual base salary paid (in the case of hourly workers, base salary paid included overtime pay), (ii) cash bonuses earned for Fiscal Year 2021 and (iii) paid time off. The Company did not perform any full-time equivalency adjustments for part-time or temporary employees or annualize for employees hired throughout the year with the exception of our CEO as noted in the footnote to the table above and in Item 4 below.

3.The Company identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since all our employees are located in the United States, as is our CEO, we did not make any cost-of-living adjustments in identifying the median employee.

4.The CEO amount is based on a determination by HALE that $160,000 of the aggregate $432,000 annual fees payable to HALE by the Company pursuant to the Restated Management Agreement is allocable to the CEO services provided to the Company.

The pay ratio disclosed above was calculated in accordance with SEC rules based upon the Company’s reasonable judgment and assumptions using the methodology described above. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by the Company in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s estimated pay ratio as disclosed above.

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AUDIT COMMITTEE REPORT

Members should be aware that under Securities and Exchange Commission rules, the following report issued by the Audit Committee relating to certain of its activities during Fiscal Year 2021 is not considered “filed” with the Securities and Exchange Commission under the Securities Exchange Act of 1934, and is not incorporated by reference in any past or future filing by the Company under the Securities Exchange Act of 1934 or the Securities Act of 1933, unless specifically referenced.

Our directors have the ultimate authority for effective corporate governance, including the role of oversight of the management of the Company. The Audit Committee's general purpose is to assist our directors in fulfilling their responsibilities by overseeing the accounting and financial reporting processes of the Company, the audits of our financial statements, the qualifications and performance of the independent registered public accounting firm engaged as our independent auditor, and the performance of our internal accounting, financial reporting and auditing processes.

The Audit Committee relies on the expertise and knowledge of management and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Company’s system of internal control. The Company’s independent auditor, RSM, is responsible for performing an independent audit of the financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.

The Audit Committee has reviewed and discussed the Company’s audited financial statements and related footnotes for the fiscal year ended September 30, 2021, and the independent auditor's report on those financial statements, with the Company’s management and with RSM. Management represented to the Audit Committee that the Company’s financial statements were prepared in accordance with generally accepted accounting principles.

The Audit Committee has discussed with RSM the matters required to be discussed by the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from RSM required by applicable requirements of the Public Company Accounting Oversight Board regarding RSM communications with the Audit Committee concerning independence, and has discussed with RSM that firm's independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2021.

AUDIT COMMITTEE

Jeff Taylor

Dan Heard

William Couser

James Krause

Rick Vaughan

Marvin Stech

Robert E. Brummels

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act and the rules of the SEC require our directors, certain officers and beneficial owners of more than 10% of our outstanding units to file reports of their ownership and changes in ownership of our units with the SEC. Company employees generally prepare these reports on behalf of our executive officers on the basis of information obtained from them and review the forms submitted to us by our non-employee directors and beneficial owners of more than 10% of the units. Based on such information, we believe that all reports required by Section 16(a) of the Exchange Act to be filed by our directors, officers and beneficial owners of more than 10% of the units during or with respect to Fiscal Year 2021 to the date of this filing.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 2018, our directors adopted a Related Party Policy which requires that the Nominating and Company Corporate Governance Committee review the material facts of any related party transaction and approve or ratify such transaction. The Related Party Policy also formalized certain practices and procedures historically followed by our directors relating to the approval of any transaction, arrangement or series of similar transactions, arrangements or relations, including indebtedness or guarantees of indebtedness, with related parties. Related persons include our directors or executive officers and their respective immediate family members and 5% beneficial owners of our units. Our Related Party Policy exempts any commodity market purchase or sale transactions from the definition of “related party transaction” if such purchase or sale is at the then current market prices and therefore, such transactions do not require review or prior approval. The Company did not have any related party transactions during Fiscal Year 2021.

OTHER MATTERS

The directors do not intend to bring any other business before the 2022 Annual Meeting, and no member proposals will be able to be made or acted upon at the 2021 Annual Meeting, so the only member actions to be acted upon at the 2022 Annual Meeting will be the vote on the three proposals as described and provided in this Proxy Statement.

By Order of the Directors,

William Couser,

Secretary

Nevada, Iowa

May 6, 2022

PROPOSAL 1 — AMEND AND RESTATE OUR FOURTH AMENDED AND RESTATED OPERATING AGREEMENT

Overview

We are asking our Members to amend and restate our Fourth Amended and Restated Operating Agreement (the "Existing Operating Agreement") by approving and adopting the Fifth Amended and Restated Operating Agreement (the "Proposed Operating Agreement"). Our Members should carefully read this Proxy Statement in its entirety for more detailed information concerning the Proposed Operating Agreement, a copy of which is exhibited to this Proxy Statement as Exhibit 99.4. Please also see the section above entitled “The Fifth Amended and Restated Operating Agreement” for additional information and a summary of certain terms of the Proposed Operating Agreement. You are urged to read carefully the Proposed Operating Agreement in its entirety before voting on this proposal.

If the Proposed Operating Agreement is approved by the Members, some of the Company's units will be reclassified into two classes, Class C Units and Class D Units. Collectively, approving the Proposed Operating Agreement would result in the Company having five (5) classes of units, Common Units, Class A Units, Class B Units, Class C Units and Class D Units. Common Units held by holders of exactly 25 of our Common Units will be reclassified into Class C Units; Common Units held by holders of less than 25 of our Common Units will be reclassified into Class D Units. Common Units held by holders of 26-49 of our Common Units will be reclassified into Class D Units. Common Units held by holders of 50 or more of our Common Units will not be reclassified and will remain Common Units. The Class A and Class B Units will not be reclassified.

This reclassification process will allow us to fall below the threshold number of unit holders required to register as a reporting Company under §12 of the Securities Exchange Act of 1932 (the “Exchange Act”), also referred to as a "going private transaction". This going private transaction will eliminate the Company's responsibility to report publically to the SEC and allow the Company to continue its operations more efficiently by eliminating the expense of the reporting requirements of the Exchange Act. However, those Members whose units will be reclassified into Class C Units and Class D Units will have restricted voting rights and transfer rights as a result of the Reclassification. The table below discusses the impacts that the Proposed Operating Agreement will have on our unit holders. All other rights that our unit holders have will not be changed if not mentioned in this table.

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	Existing Operating Agreement	Proposed Operating Agreement
Number of Classes of Units	The Existing Operating Agreement provides that the Company’s Units are divided into three (3) classes “Class A Units”, “Class B Units” and “Common Units”	The Proposed Operating Agreement increases the number of classes that the Company’s units are divided into to include Class C Units and Class D Units, resulting in a total of five (5) classes of units. Common Units held by holders of exactly 25 of our Common Units will be reclassified into Class C Units; Common Units held by holders of less than 25 of our Common Units will be re-classified into Class D Units. Common Units held by holders of 26-49 of our Common Units will be re-classified into Class D Units. Common Units held by holders of 50 or more of our Common Units will not be reclassified and will retain Common Units.
	See Article 7 of the Existing Operating Agreement	See Article 7 of the Proposed Operating Agreement
Voting Restrictions	The existing Operating Agreement allows the unit holders to vote on certain actions of the Company, including the sale, lease or exchange of the Company, the merger of the Company, the dissolution of the Company, the issuance of any Units to any Director or officer of the Company in their individual capacity, or any other act or matter which the Operating Agreement expressly requires the unit holders to vote on.	The Proposed Operating Agreement only requires the Class A, Class B and Common unit holders to vote on certain actions of the Company, including the sale, lease or exchange of the Company, the merger of the Company, the issuance of any Units to any Director or officer of the Company in their individual capacity, or any other act or matter which the Operating Agreement expressly requires the unit holders to vote on. The Class C Members can vote on the dissolution of the Company while the Class D Members cannot. The Class C Members and Class D Members can both vote on any amendment to the Operating Agreement that would limit their limited liability.
	See Article 4 of the Existing Operating Agreement	See Article 4 of the Proposed Operating Agreement
Transfer Restrictions	Under the Existing Operating Agreement, all transfers of Class B Units and Common Units are subject to the prior written approval of the Directors. Transfers of any Class A Unit are not restricted.	The Proposed Operating Agreement has broad transfer restrictions on the Class B Units, Class C Units, Class D Units and Common Units. All transfers have to be first offered to the Company, then approved by a majority of the Directors and finally comply with all other provisions of Article 9. The Company also has the right to repurchase units in the event of the death of a unit holder and any transfer of Units will require several deliverables from the transferring member and transferee. Further, there are related drag-along rights if a majority of the Class A Members, the Common Members, the Class B Members and the Class C Members voting as separate classes, propose to transfer their Units, all of the Units owed by all of the Company’s members must be sold in the transaction so long as the transaction is approved by the Directors. Last, the Directors are able to block any proposed transfer of units that may require the Company to once again, become a reporting company.
	See Article 9 of the Existing Operating Agreement	See Article 9 of the Proposed Operating Agreement

Vote Required for Approval

Theproposal to amend and restate our Fourth Amended and Restated Operating Agreement is conditioned on the approval of Proposal 2 at the annual meeting.

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Pursuant to Section 6.7 of our Existing Operating Agreement, members holding at least 25% of the outstanding units (which shall include members holding at least 25% of the outstanding Common Units and Class B Units, in the aggregate and, with respect to any matter upon which the Class A Units are entitled to vote, shall include Members holding at least 25% of the outstanding Class A Units) will constitute a quorum of the members for the Annual Meeting. Since we had 42,049 Common Units, 6,987 Class B Units, and 56,086 Class A Units outstanding and entitled to vote as of the Record Date, an aggregate of at least 12,259 Common Units and Class B Units in addition to at least 14,022 Class A Units need to be represented at the Annual Meeting in order for there to be a quorum.

Approval of the Proposed Operating Agreement, including the provisions to effect the Reclassification, requires the affirmative vote of a majority of the Common Units, a majority of the Class A Units, and a majority of the Class B Units that are outstanding, eligible to vote and represented in person or by proxy at the Annual Meeting, if a quorum is present. In accordance with Section 6.6 of our Existing Operating Agreement, abstentions or proxies or ballots marked to “withhold authority” will be counted for purposes of determining the presence or absence of a quorum for the transaction of business but will not be counted as votes cast for or against the proposals to be voted upon at the Annual Meeting.

If a quorum is not present at the time and place scheduled for the Annual Meeting, the members present at that time may reschedule the Annual Meeting to a later date in order to give the Board additional time to solicit proxies for use at the Annual Meeting. The proposal to adjourn or postpone the Annual Meeting must be approved by the holders of at least a majority of the outstanding units represented at the Annual Meeting (even if a quorum is not present) in order for the meeting to be validly postponed or adjourned to solicit additional proxies or for other purposes.

Our Board will have the discretion to determine if and when to effect the Proposed Operating Agreement, including the Reclassification, and reserves the right to abandon the Proposed Operating Agreement and the Reclassification, even if approved by the members. For example, if the number of record holders of units changes such that the Reclassification would no longer accomplish our intended goal of discontinuing our reporting obligations owed to the SEC, our Board may determine not to amend and restate our Fourth Amended and Restated Operating Agreement.

Recommendation of the Lincolnway Energy, LLC Board

THE LINCOLNWAY BOARD RECOMMENDS THAT THE MEMBERS VOTE “FOR” THE APPROVAL TO AMEND AND RESTATE OUR FOURTH AMENDED AND RESTATED OPERATING AGREEMENT

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PROPOSAL 2 — RECLASSIFICATION OF THE COMPANY'S UNITS

Overview

In conjunction with Proposal 1 to amend our Fourth Amended and Restated Operating Agreement, the Board would like to ask for your vote to reclassify our units into five (5) classes. The Reclassification will affect the rights of the Common Units, the Class B Units, the Class C Units and the Class D Units. The changes to the rights of each unit holder can be found in tabular format under the section entitled "The Fifth Amended and Restated Operating Agreement". The members are further encouraged to read the sections titled "Questions and Answers about the Reclassification", "Reasons for the Reclassification" and "Fairness of the Reclassification" before casting their vote.

Voting Requirements

Theproposal to reclassify your units into five classes is conditioned on the approval of the proposal to amend and restate our Fourth Amended and Restated Operating Agreement (Proposal 1).

Approval of the Reclassification requires the affirmative vote of a majority of the Common Units, a majority of the Class A Units, and a majority of the Class B Units that are outstanding, eligible to vote and represented in person or by proxy at the Annual Meeting, if a quorum is present. In accordance with Section 6.6 of our Operating Agreement, abstentions or proxies or ballots marked to “withhold authority” will be counted for purposes of determining the presence or absence of a quorum for the transaction of business but will not be counted as votes cast for or against the proposals to be voted upon at the Annual Meeting.

Our Directors are asking separately for the vote to amend and restate our Fourth Amended and Restated Operating Agreement (Proposal 1) and the approval of the Reclassification of units (Proposal 2), even though the Reclassification could be effected solely through the approval of Proposal 1. The Directors believe that the Reclassification is an important unit holder matter and deserves separate distinct attention, given the impacts on our unit holders. The Directors, in the interest of fairness, want to make explicitly clear the impacts that the Proposed Operating Agreement will have on the Company. The Proposed Operating Agreement and the Reclassification are conditioned on one another, unless the unit holders vote in favor of both proposals, both will fail. For more information on the effect of the Reclassification of your units, please see the section entitled "Effects of the Reclassification on Unit Holders of LWE."

Our Board will have the discretion to determine if and when to effect the Proposed Operating Agreement, including the Reclassification, and reserves the right to abandon the Proposed Operating Agreement and the Reclassification, even if approved by the members. For example, if the number of record holders of units changes such that the Reclassification would no longer accomplish our intended goal of discontinuing our reporting obligations owed to the Securities and Exchange Commission (the “SEC”), our Board may determine not to effect the Reclassification.

THE LINCOLNWAY BOARD RECOMMENDS THAT THE MEMBERS VOTE “FOR” THE APPROVAL TO AMEND AND RESTATE OUR FOURTH AMENDED AND RESTATED OPERATING AGREEMENT

PROPOSAL 3 — ADJOURNMENT OR POSTPONEMENT PROPOSAL

Overview

The Adjournment or Postponement Proposal, if adopted, will allow the Linconway Energy, LLC Board to adjourn the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies. The Adjournment Proposal will only be presented to our Members in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other Proposals. If our shareholders approve the Adjournment Proposal, we may adjourn the meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our Members who have voted previously.

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Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by the Members, the Linconway Energy, LLC Board may not be able to adjourn the meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other Proposals.

Vote Required for Approval

The Adjournment Proposal is not conditioned on the approval of any other Proposal at the annual meeting.

The approval of the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the holders of the of Class A Units, Class B Units, and Common Units voting as a single class at a meeting even where a quorum is not present.

Recommendation of the Board

THE LINCOLNWAY BOARD RECOMMENDS THAT THE MEMBERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT PROPOSAL.

PROPOSAL 4 — VOTE ON ELECTION OF DIRECTORS

The Lincolnway Energy, LLC Board is currently governed by seven (7) directors. The holders of Common Units and Class B Units, voting collectively as a class are entitled to elect three (3) Directors (the “Elected Directors”). Pursuant to our Existing Operating Agreement, the members of the Board are divided into three classes, with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting) serving a three-year term. Our Existing Operating Agreement also provides that the holders of Class A Units, by majority vote of the holders of the Class A Units, are entitled to appoint four Directors (the “Class A Directors”) from time to time, as determined in the discretion of the holder of the Class A Units. Only two (2) Directors which the Common Units and Class B Units are eligible to vote for are being voted for in this Proposal.

The two (2) Directors who are up for election are Jeff Taylor and Bill Couser, each of whom have been a director of the Company since it was organized in May of 2004. Each meet the standards of independence applicable to companies listed on the NASDAQ Capital Market (though our units are not traded on any exchange or quotation system).

Information regarding each nominee is set forth in the section entitled "Elected Directors" and the members are encouraged to read this section in its entirety before casting their vote.

Vote Required for Approval

The Vote on Election of Directors Proposal is not conditioned on the approval of any other Proposal at the Annual Meeting.

Approval of the Director Election Proposal requires the affirmative vote (in person or by proxy) of a plurality of the votes cast by the holders of shares of Class B Units and Common Units entitled to vote thereon at the special meeting as a single class where a quorum is present.

Recommendation of the Board

THE LINCOLNWAY BOARD RECOMMENDS THAT THE MEMBERS VOTE “FOR” EACH OF THE NOMINEES.

PROPOSAL 5 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Overview

Our directors and the Audit Committee have selected RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm (sometimes referred to in this Proxy Statement as our “independent auditor”) for the fiscal year ending September 30, 2022, and our directors are asking the members to ratify that selection. RSM has served as our independent registered public accounting firm since October 2005. Although the engagement, retention and supervision of the Company’s independent registered public accounting firm is within the authority of our directors and the Audit Committee, the directors

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consider the selection of the auditor to be an important matter of member concern and are submitting the selection of RSM for ratification by the members as a matter of good corporate practice.

One or more representatives of RSM are expected to be virtually present at the 2022 Annual Meeting and will have the opportunity to make a statement at the meeting if they desire to do so, and are also expected to be available to respond to appropriate questions.

Disclosure of Independent Registered Public Accounting Firm Fees

The following table presents fees for professional services rendered by RSM for the audit of our annual financial statements for the fiscal years ended September 30, 2021 and 2020 and fees billed for other services rendered by RSM during those periods:

	Year Ended September 30,
	2021		2020
Audit Fees	$	117,975	$	115,770
Tax Fees	$	177,500	$	174,569
TOTAL	$	295,475	$	290,339

Audit Fees. The audit fees were billed for the audit by RSM of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by RSM in connection with statutory and regulatory filings or engagements.

Tax Fees. The tax fees were billed for services rendered by RSM for tax compliance, tax advice and tax planning. The nature of the services comprising the tax fees was for year-end tax preparation of the partnership return and associated K-1's. Tax fees also include services provided relating to research and development tax credits and refund opportunities for state and local sales and use taxes ($110,500 and $127,000 in Fiscal Year 2021 and Fiscal Year 2020, respectively).

Our Audit Committee has concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of RSM.

Pre-Approval of Audit and Non-Audit Services

As set forth in the charter of the Audit Committee, it is the policy of the Company that all audit and non-audit engagements of RSM are pre-approved by the Audit Committee.

Vote Required

Assuming a quorum is represented at the 2022 Annual Meeting, the affirmative vote of a majority of the units represented in person or by proxy at the 2022 Annual Meeting is required for the approval of the proposal. Abstentions or proxies or ballots marked to “withhold authority” will be counted for purposes of determining the presence or absence of a quorum for the transaction of business but will not be counted as votes cast for or against Proposal 5.

THE LINCOLNWAY BOARD RECOMMENDS THAT THE MEMBERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2022.

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EXHIBITS INCORPORATED BY REFERENCE

The following exhibits are incorporated by reference as part of this Proxy Statement.

Exhibit No.	Description
99.1	Registrant's 10-K FYE 9-30-2021 filed with the Commission on December 22, 2021
99.2	Registrant's 10-Q/A FQE 12-31-2021 filed with the Commission on March 29, 2022
99.3	Fourth Amended and Restated Operating Agreement of Lincolnway Energy, LLC
99.4	Fifth Amended and Restated Operating Agreement of Lincolnway Energy, LLC

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APPENDIX A

FORM OF PROXY

2022 ANNUAL MEETING OF MEMBERS

May 6, 2022

The undersigned hereby appoints Rick Vaughan and Robert Brummels, and each of them, with full power of substitution, and hereby authorizes them to represent the undersigned and to vote all of the units of LINCOLNWAY ENERGY, LLC (the “Company”) held of record by the undersigned on May 4, 2022, at the Annual Meeting of Members of the Company to be held on June 16, 2022 (the “2022 Annual Meeting”), commencing at 7:00 p.m. central time, at the Gateway Hotel & Conference Center, 2100 Green Hills Drive, Ames, Iowa 50014, and any postponements or adjournments thereof. If you need directions to the Gateway Hotel, please call Lincolnway Energy at (515) 232-1010.

This proxy card when properly executed will be voted as directed by the undersigned member. If no direction is made, this proxy will be voted “FOR” Proposals 1, 2, 3, and 5 and “FOR” each of the director nominees nominated in Proposal 4. The proxies, in their discretion, are further authorized to vote on other matters which may properly come before the 2022 Annual Meeting and any adjournments or postponements thereof.

You can deliver this proxy card in person at the 2022 Annual Meeting prior to the announcement of the voting results. You can also deliver this proxy card to the principal office of the Company at 59511 W. Lincoln Highway, Nevada, Iowa 50201 in person or by mail provided the proxy card must be RECEIVED by the Company before 7:00 p.m. central time on June 16, 2022 in order to be valid and counted.

If you return your proxy card before the 2022 Annual Meeting and decide that you want to change your vote, you can do so by coming to the Company’s principal office before 7:00 p.m. central time on June 16, 2022 or by coming to the 2022 Annual Meeting and notifying any director at any time before the voting results are announced at the 2022 Annual Meeting. In either case, you will be given another proxy card to complete and deliver either at the 2022 Annual Meeting or to the Company’s principal office at any time before 7:00 p.m. central time on June 16, 2022.

PLEASE INDICATE YOUR SELECTIONS BY FIRMLY PLACING AN "X" IN THE APPROPRIATE BOX(ES) RELATING TO EACH PROPOSAL WITH BLUE OR BLACK INK

PROPOSAL 1- AMEND AND RESTATE OUR FOURTH AMENDED AND RESTATED OPERATING AGREEMENT: Proposal to approve, the proposed Fifth Amended and Restated Operating Agreement (the "Proposed Operating Agreement") to provide for five separate and distinct classes of units. Proposal 1 is condition on the approval of Proposal 2. If Proposal 2 is not approved, the Board will not implement Proposal 1, even if it is approved by the Members. Our directors recommend a vote "FOR" this proposal.

0 FOR 0 AGAINST 0 ABSTAIN

PROPOSAL 2- RECLASSIFY THE COMPANY'S UNITS: Proposal to approve the reclassification of our units into Common, Class A, Class B, Class C, and Class D Units for the purpose of discontinuing the registration of our units under the Securities Exchange Act of 1934. Proposal 2 is conditioned on the approval of Proposal 1. If Proposal 1 is not approved, the Board will not implement Proposal 2, even if it is approved by the Members. Our directors recommend a vote "FOR" this proposal.

0 FOR 0 AGAINST 0 ABSTAIN

PROPOSAL 3- ADJOURNMENT OR POSTPONEMENT: Proposal to Adjourn or postpone the Annual Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the matters under consideration. Our directors recommend a vote "FOR" this proposal.

0 FOR 0 AGAINST 0 ABSTAIN

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PROPOSAL 4- VOTE ON ELECTION OF DIRECTORS: Proposal to elect two director nominees identified below to serve until the 2025 Annual Meeting of Members for Mr. Taylor and the 2024 Annual Meeting of Members for Mr. Couser, or until their successors shall be elected and qualified. If no voting direction is made below, the proxies will vote your units “FOR” each of the nominees. Our directors recommend a vote “FOR” each of the two nominees.

William Couser	0	FOR	0	WITHHOLD/ABSTAIN
Jeff Taylor	0	FOR	0	WITHHOLD/ABSTAIN

PROPOSAL5-VOTE ON RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT: Proposal to ratify the selection of RSM US LLP to act as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2022. If no voting direction is made below, the proxies will vote your units “FOR” the ratification of RSM US LLP. Our directors recommend a vote "FOR" this proposal.

0 FOR 0 AGAINST 0 ABSTAIN

PLEASE SIGN, DATE AND RETURN THIS PROXY as soon as possible to Lincolnway Energy, LLC, 59511 W. Lincoln Highway, Nevada, Iowa 50201.

Dated: __________________, 2022

SIGNATURE BLOCK FOR INDIVIDUALS OR JOINT OWNERS*	SIGNATURE BLOCK FOR ENTITY** (Corporation, Partnership, Trust, IRA)
(Signature 1)	(PRINTED Entity Name)
Printed Name 1:
	(Authorized Signature)
	Printed Authorized Name:
(Signature 2)
Printed Name 2:	Title:

* If units are held jointly, each holder should sign. Please sign your name exactly as it appears on the unit certificate.

** Please sign your name exactly as it appears on the unit certificate. If signing for estates, trusts, corporations, IRAs or partnerships, title or capacity should be stated.

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APPENDIX B

FORM OF TRANSMITTAL LETTER

LINCOLNWAY ENERGY, LLC

59511 W. Lincoln Highway

Nevada, Iowa 50201

[Date]

[name]

[address]

[city, state, zip code]

Re: Lincolnway Energy, LLC Membership Certificates

Dear Member:

As you know, the Members of Lincolnway Energy, LLC (the “Company”) affirmatively voted on June 16, 2022 to reclassify the membership units of the Company into five classes: Common, Class A, Class B, Class C and Class D. We now ask that you return your original membership certificate(s) to the Company so that we may re-issue a new certificate to you which will identify the Class of membership units you now own. If your original membership certificates are being held by a bank as security interest for debt or by a trustee or other third party, please make arrangements with such third parties to return your original membership certificates as soon as possible.

Please mail or hand-deliver your membership certificates to:

Lincolnway Energy, LLC

59511 W. Lincoln Highway

Nevada, Iowa 50201

Please feel free to contact Jeff Kistner at (515) 232-1010 if you have any questions regarding the return of your membership certificates.

Very truly yours,

/s/ William Couser

William Couser

Vice Chairman of the Board

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EX-99.3

FOURTH AMENDED AND RESTATED OPERATING AGREEMENT

OF

LINCOLNWAY ENERGY, LLC

THIS FOURTH AMENDED AND RESTATED OPERATING AGREEMENT ("Agreement") of Lincolnway Energy, LLC (the "Company") is effective as of April 1, 2020.

RECITALS:

A.The Members have elected to have the Company be subject to the Iowa Act (as that term is defined in Section 1).

B.As part of that election, the Members desire to enter into this Agreement to, in general, govern the relations among the Members and between the Members and the Company, the rights and duties of the Directors, the activities of the Company, and the conduct of those activities, and to supersede and replace in entirety the Third Amended and Restated Operating Agreement of the Company dated as of March ___, 2020 (the "Prior Operating Agreement").

NOW, THEREFORE, in consideration of the Recitals and the mutual agreements set forth in this Agreement, the Members agree as follows:

ARTICLE 1

DEFINITIONS

1.1Definitions. The following terms shall have the following meanings for purposes of this Agreement:

(a)Additional Members. The term "Additional Members" means, collectively, all Persons who are issued Units (as that term is defined below) and are admitted as a Member pursuant to the procedures set forth in Section 9.4. The term "Additional Member" means any one of the Additional Members.

(b)Adjusted Capital Account. The term "Adjusted Capital Account" means, with respect to each Member, the Member's Capital Account (as that term is defined below) as adjusted by the items described in Sections 1.704-2(g)(1), 1.704-2(i)(5) and 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations (as that term is defined below).

(c)Agreement. The term "Agreement" means this Fourth Amended and Restated Operating Agreement, as the same may be amended or restated from time to time in accordance with this Agreement.

(d)Assign, Assigned and Assignment. The terms "Assign", "Assigned" and "Assignment" are defined in Section 9.1.

(e)Capital Account. The term "Capital Account" means, with respect to each Member, the capital account of the Member at the particular time in question, as maintained and adjusted up to the particular time in question pursuant to Section 7.3.

(f)Certificate of Organization. The term "Certificate of Organization" means the certificate of organization or restated certificate of organization, as the case may be, of the Company, as the same may be amended or restated from time to time in accordance with this

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Agreement, with the Certificate of Organization as of the date of this Agreement being the Restatement of the Certificate of Organization dated the same date as this Agreement.

(g)Class A Member. The term “Class A Member” means a Member holding Class A Units.

(h)Class A Units. The term “Class A Units” means the Units having the privileges, preferences, and rights specified with respect to “Class A Units” in this Agreement, including those described in Section 7.1(c)(2).

(i)Class B Member. The term “Class B Member” means a Member holding Class B Units.

(j)Class B Units. The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

(k)Code. The term "Code" means the United States Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding United States federal revenue laws.

(l)Common Member. The term “Common Member” means a Member holding Common Units.

(m)Common Units. The term “Common Units” means the Units having the privileges, preferences, and rights specified with respect to “Common Units” in this Agreement, including those described in Section 7.1(c)(1).

(n)Contribution. The term "Contribution" means any benefit provided by a Member to the Company in order to become a member of the Company, whether upon or after the formation of the Company, or otherwise in the Member's capacity as a member of the Company. A Contribution may consist of tangible or intangible property or any other benefit to the Company which is acceptable to the Directors, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.

(o)Deemed Liquidation Event. The term “Deemed Liquidation Event” shall be defined as set forth in Section 10.3.

(i)Director. The term "Director" means any one of the individuals who are elected or appointed as a director from time to time in the manner provided in this Agreement, and shall include both Elected Directors and Class A Directors as set forth in Section 4.2. The term "Directors" means the number of such directors as is specified or contemplated by the particular provision of this Agreement which is in question. As provided in Section 4.19, the Directors are synonymous with, and shall be deemed for all purposes to be the same as, "managers" for purposes of the Iowa Act (as that term is defined below) and the Certificate of Organization.

(j)Distribution. The term "Distribution" means a transfer of money or property by the Company to a Member on account of a Unit.

(k)Fiscal Year. The term "Fiscal Year" means the Company's fiscal year, which shall be determined from time to time by the Directors, but which in the absence of an express determination by the Directors to the contrary, shall be from the first day of October to the last day of September.

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(l)Iowa Act. The term "Iowa Act" means the Revised Uniform Limited Liability Company Act, Chapter 489 of the Code of Iowa, as amended or redesignated from time to time.

(m)Members. The term "Members" means, collectively, the Persons who are, at the particular time in question, the record holders of the outstanding Units, including Common Members, Class A Members and Class B Members. The term "Member" means any one of the Members, or, if there is only one Member, the sole Member.

(n)Net Losses. The term "Net Losses" means, for each Fiscal Year, the net losses and deductions of the Company determined in accordance with accounting principles and methods of accounting consistently applied from year to year as determined by the Directors. The Directors may determine to utilize one method of accounting for tax purposes of the Company and another for financial and/or other purposes. The determination of Net Losses shall not include any Regulatory Allocations (as that term is defined below).

(o)Net Profits. The term "Net Profits" means, for each Fiscal Year, the net income and gains of the Company determined in accordance with accounting principles and methods of accounting consistently applied from year to year as determined by the Directors. The Directors may determine to utilize one method of accounting for tax purposes of the Company and another for financial and/or other purposes. The determination of Net Profits shall not include any Regulatory Allocations.

(p)Person. The term "Person" means and includes an individual and any firm, partnership, limited partnership, limited liability company, limited liability limited partnership, limited liability partnership, corporation, joint venture, trust, estate, cooperative, association and any other entity of whatever nature, including public or governmental bodies, agencies or instrumentalities.

(q)Record. The term "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(r)Regulatory Allocations. The term "Regulatory Allocations" means the allocations pursuant to Sections 8.1(b), (c), (d) and (e).

(s)Substitute Member. The term "Substitute Member" means any Person who is an assignee of a Unit and who has been admitted as a Member with respect to such Unit pursuant to the procedures set forth in Section 9.2.

(t)Treasury Regulations. The term "Treasury Regulations" means the Income Tax Regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time.

(u)Units. The term "Units" means the capital units of the Company and shall include all types and classes of Units, including the Class A Units, Class B Units, and Common Units. The term "Unit" means any one of the capital units of the Company.

Other terms which are utilized in this Agreement may be defined in other sections of this Agreement.

ARTICLE 2

PURPOSE AND DURATION OF THE COMPANY

2.1Purpose of the Company. The Company may have any lawful purpose, and the Company has the authority to engage in any lawful business or activity.

3

2.2Duration of the Company. The Company has perpetual duration and shall continue until dissolved and wound up in accordance with this Agreement.

ARTICLE 3

CERTIFICATES FOR UNITS

3.1Certificates for Units. Units may be issued with or without certificates as determined and authorized by the Directors from time to time. Any certificates that are issued for Units shall be in such form as the Directors shall prescribe. All Units shall in all events be issued and held upon and subject to all of the terms and conditions of this Agreement, including Sections 9.1 and 9.2, and the Directors may require that any certificates that are issued to evidence any Units shall bear a legend to such effect, in addition to the legend contemplated by Section 3.8 and any other legends as the Directors may from time to time require.

3.2Execution of Certificates. All certificates for Units shall be numbered in the order in which they shall be issued and shall be signed by any two Directors or by the Chairman or the President and also by the Secretary of the Company. The signature of a Director or of the Chairman, the President or the Secretary upon a certificate may be by facsimile. In the event any individual who has signed or whose facsimile signature has been placed upon a certificate for Units shall have ceased to be a Director or the Chairman, the President or the Secretary, as the case may be, of the Company before the certificate is issued, the certificate may be issued by the Company with the same effect as if the individual were a Director or the Chairman, the President or the Secretary, as the case may be, of the Company at the date of issue of the certificate.

3.3Cancellation. Every certificate surrendered to the Company for exchange or transfer shall be canceled, and no new certificate shall be issued in exchange for any existing certificate until the existing certificate shall have been so canceled, except in cases provided for in Section 3.4; provided, however, that the Directors may authorize the issuance of Units without certificates in exchange for any surrendered and canceled certificate. Every certificate surrendered to the Company for transfer shall be properly endorsed for transfer or accompanied by another transfer document acceptable to the Directors.

3.4Lost, Destroyed, or Mutilated Certificates. In the event of the loss, theft or destruction of any certificate for any Unit, another may be issued in its place pursuant to such regulations as the Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of satisfactory indemnity or bonds of indemnity.

3.5Unit Record and Ownership. A record shall be kept by the Company of the names and addresses of all Members and the class and number of Units held by each Member, and if the Units are represented by certificates, the respective dates thereof, and in case of cancellation, the respective dates of cancellation. The Person in whose name Units stand on the books of the Company shall be deemed to be the record holder and owner of such Units and the Member with respect to such Units for all purposes as regards the Company.

3.6Assignments of Units. Assignments of Units shall be made only on the books of the Company by the record holder of the Units in question, or by such record holder's attorney in fact who has been authorized by power of attorney duly executed by the record holder and filed with the Company, and on surrender of the certificate for such Units, if any, properly endorsed and the payment of all transfer taxes thereon, if any. All Units shall in all events be Assigned only upon and subject to all of the terms and conditions of this Agreement, including Sections 9.1 and 9.2 (with respect to Common Units and Class B Units) and Section 9.7 (with respect to Class A Units).

3.7Regulations. The Directors may make such other rules and regulations as the Directors may deem necessary or appropriate concerning the issue, Assignment and registration of Units, so long as

4

such rules and regulations are not inconsistent with the Certificate of Organization, this Agreement or applicable law.

3.8Article 8 Election. All Units shall be "securities" governed by Article 8 of the Uniform Commercial Code in any jurisdiction (i) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, and (ii) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or nonperfection and the priority of a security interest in the Units. Any certificate evidencing Units which is issued after the date of this Agreement may bear a legend substantially to the following effect: "THIS CERTIFICATE EVIDENCES UNITS OF MEMBERSHIP INTEREST IN LINCOLNWAY ENERGY, LLC AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE."

ARTICLE 4

RIGHTS AND DUTIES OF DIRECTORS; OFFICERS

4.1Director-Managed Company; Qualifications and Powers of the Directors. Subject only to Sections 4.16, 4.17, and 4.18, the business and activities of the Company shall be managed by, and under the direction of, the Directors, and any matter regarding the business or activities of the Company may be decided by the Directors. No Director is required to be a Member, an officer or employee of the Company, or a resident of the State of Iowa, and a Director who is also a Member will not cease to be a Director by reason of such Director ceasing to be a Member. A Director must be an individual.

No Director may delegate to any Person the Director's rights and powers to manage and control the business and affairs of the Company, except only as provided in Sections 4.12 and 4.13 with respect to the appointment of officers for the Company and the establishment of committees, and except that the Directors may cause the Company to enter into such management, consulting, advisory, employment or other agreements as the Directors may determine from time to time, and on such terms and conditions as are determined by the Directors.

Without limiting the generality of the foregoing, but subject to Sections 4.16, 4.17, and 4.18, the Directors shall have the power and authority, on behalf of the Company, to exercise all powers of the Company, including under Section 489.105 of the Iowa Act, including:

(a)to employ or otherwise retain the services of such agents, employees, general managers, accountants, attorneys, consultants, experts and other Persons as the Directors from time to time determine to be necessary or appropriate to carry out the business and affairs of the Company, including any Director, Member, including but not limited to the Class A Member, or officer of the Company or any Person who is affiliated with or related to any Director, Member, including but not limited to the Class A Member, or officer, all upon terms satisfactory to the Directors, and to pay such fees, salaries, wages and other compensation and benefits to such Persons from the funds of the Company as the Directors shall determine from time to time;

(b)to pay, extend, renew, modify, adjust, contest, submit to arbitration, prosecute, defend, settle or compromise, upon such terms as the Directors may determine and upon such evidence as the Directors may deem sufficient, any obligation, suit, liability, cause of action, claim, counterclaim or other dispute, including taxes, either in favor of or against the Company;

(c)to incur and pay any and all fees, costs, expenses and other amounts that the Directors deem necessary or appropriate to the business and affairs of the Company;

(d)to offer and sell Units, debt or other securities of the Company, and in connection with the offer and sale of any Units, debt or other securities of the Company the Directors may (i)

5

prepare and file, or cause to be prepared and filed, one or more offering statements or registration statements and related or other documentation, and all such amendments and supplements thereto as the Directors shall deem advisable from time to time, with the Securities and Exchange Commission, the Financial Industry Regulatory Authority and/or any other domestic or foreign authorities for the registration, offering and sale of the Units, debt or other securities in the United States or elsewhere, and along with one or more offering memorandums, offering circulars, prospectuses or other disclosure documents, and all amendments and supplements to any thereto; (ii) register or otherwise qualify the Units, debt or other securities for offering and sale under the blue sky and securities laws of such states of the United States and other domestic or foreign jurisdictions as the Directors shall deem advisable; (iii) make all such arrangements for the offering and sale of the Units, debt or other securities as the Directors shall deem appropriate, whether pursuant to a registration of the Units, debt or other securities or otherwise, and (iv) take all such action with respect to the matters described in the preceding subclauses (i) through (iii) as the Directors shall deem advisable or appropriate;

(e)to take all such action as the Directors deem necessary or appropriate to avoid the requirement that the Company become licensed, registered or regulated as an investment advisor, an investment company, a broker-dealer or any other form of regulated entity under any foreign, federal, state or local law, rule, regulation or order, or, if so determined by the Directors, to take all such action as the Directors deem necessary or appropriate to cause the Company to be licensed, registered or regulated under any such law, rule, regulation or order and to otherwise bring the Company in compliance with any such law, rule or regulation or order;

(f)to conduct and direct the banking business of the Company and to invest any funds of the Company that are not required for, or are otherwise not committed to the conduct of, the Company's business from time to time in such manner as the Directors may from time to time determine, including in certificates of deposit, commercial paper, treasury bills, sweep accounts, and other investments;

(g)to negotiate, enter into, execute, acknowledge and deliver any and all contracts, agreements, licenses, leases, documents or instruments that the Directors from time to time determine are necessary or appropriate to the business or affairs of the Company, and with such Persons as the Directors shall from time to time determine, including any Director, Member (including but not limited to the Class A Member) or officer of the Company or any Person who is affiliated with or related to any Director, Member (including but not limited to the Class A Member) or officer, including subscription agreements for Units, debt or other securities of the Company; checks, drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, lease, mortgage or disposition of any or all of the Company's assets and properties; assignments; bills of sale; leases; partnership agreements; and all other contracts, agreements, instruments or documents that the Directors from time to time determine are necessary or appropriate to the business or affairs of the Company;

(h)to pay any and all taxes, charges and assessments that may be levied, assessed or imposed upon the Company or any of the assets or properties of the Company, or to contest any such taxes, charges or assessments;

(i)without limiting subparagraphs (j) and (k) below, to invest in and purchase stock, units or other equity interests in, or debt or other obligations of, such Persons and on such terms as are determined by the Directors from time to time, and to otherwise make any and all decisions with respect to any and all such investments, including voting the stock, units or other equity interests; exercising or refraining from exercising any exchange, conversion or other rights or options with respect to any such stock, units, equity interests, debt or other obligations; and selling or otherwise assigning, transferring or disposing of any such stock, units, equity interests, debt or other obligations;

6

(j)to acquire any assets or properties from any Person as the Directors may from time to time determine and on such terms as are determined by the Directors, and the fact that such Person is a Director, a Member or an officer of the Company or that a Director, a Member or an officer is directly or indirectly affiliated or connected with any such Person shall not prohibit the Directors from dealing with that Person;

(k)to sell, lease, exchange or otherwise transfer or dispose of any assets or properties of the Company as the Directors shall from time to time deem appropriate and on such terms as are determined by the Directors;

(l)to submit all applications for, and take all other actions as may be necessary or appropriate in order to obtain and maintain, any and all governmental, regulatory or other permits, licenses, consents or approvals as may be necessary or appropriate to the Company or to the conduct of its business or affairs;

(m)to borrow money for the Company from banks, insurance companies or other financial or lending institutions, or from a Director, a Member, an officer of the Company, an affiliate of a Director, a Member or an officer or from any other Person, all on such terms as the Directors deem appropriate, and in connection therewith, to mortgage, encumber and grant mortgages and security interests in any or all of the assets and properties of the Company to secure repayment of the borrowed sums;

(n)to purchase liability and other insurance to protect the Company's assets, property and business or any other potential obligations or liabilities of the Company, including obligations and liabilities arising under Article 12;

(o)to hold and own any Company real estate or personal property in the name of the Company;

(p)to conduct or operate any of the Company's business or affairs by, through or in connection with any subsidiary or affiliate of the Company, and to organize, and to make capital contributions or loans to, any such subsidiary or affiliate;

(q)to cause the Company to, at any time and from time to time, redeem or purchase any or all of the Units of any Member or Members, on such terms and conditions as are determined by the Directors from time to time;

(r)to establish and maintain a reserve or fund, in such amounts and at such times and for such periods of time as are determined by the Directors, for the purpose of the possible redemption or purchase of Units by the Company;

(s)to prepare and file, if determined to be necessary by the Directors, a statement of change, an amendment to the Certificate of Organization, a statement of correction and/or a biennial report, all in accordance with the Iowa Act, including Sections 489.114, 489.202(5), 489.206 and 489.209 of the Iowa Act;

(t)to make all determinations and decisions which are reserved to the Directors, or which are otherwise to be made by the Company, under this Agreement, the Iowa Act or other applicable law, including the declaration and payment of Distributions to the Members pursuant to Section 8.2; and

(u)to do and perform any and all other acts and things whatsoever as the Directors shall from time to time determine to be necessary or appropriate to carry out any of the foregoing or any other term or condition of this Agreement, the Certificate of Organization, the Iowa Act or other applicable law, or to the conduct or operation of the Company's business, affairs or

7

activities from time to time, and not inconsistent with the Iowa Act or other applicable law, the Certificate of Organization or this Agreement.

The Directors also may, but are not obligated or required to, at any time and from time to time, prepare, execute and file or record with the Iowa Secretary of State and all such other governmental, regulatory or other authorities as are determined by the Directors from time to time, a statement or statements of authority in a form permitted by the Iowa Act; provided, however, that any such statement of authority shall only authorize one or more of the Directors or the officers of the Company (whether by position or by specific person) to execute or enter into any agreements, documents or instruments of whatever type or nature whatsoever on behalf of the Company, or to otherwise enter into transactions on behalf of, or otherwise act for or bind, the Company with respect to any matter whatsoever. The Directors may also prepare, execute and file or record all such amendments to, or cancellations of, any such statement of authority as are determined by the Directors from time to time.

4.2Number of and Appointment or Election of Directors; Term of Office. Unless otherwise determined and established by a majority vote of the Directors (with the approval of the Class A Units as required under Section 4.17), the number of Directors shall be seven (7), and such Directors shall be determined as follows:

(i)     The holders of Common Units and Class B Units, voting collectively as a class, shall be entitled to elect three (3) Directors (the “Elected Directors”).

(ii)    The holders of Class A Units, by majority vote of the holders of the Class A Units, shall be entitled to appoint four (4) Directors (the “Class A Directors”) from time to time, as determined in the discretion of the holders of the Class A Units. The Elected Directors and Class A Directors, as of the date of this Agreement, are set forth on Appendix A.

    In the event of an increase in the number of Directors (as approved by the Class A Units as required under Section 4.17), the Directors shall designate the class of the Directors to which such additional position shall be assigned, but with each class of Elected Directors to be as nearly equal in number as possible following such increase in the number of the Directors. An individual elected by the Directors to fill an increase in the number of Directors shall continue to serve as a Director only until the next annual meeting of the Members at which time the Members shall elect an individual to such Director position, who shall serve for the remainder of the unexpired term of such Director position and until his or her successor shall have been elected or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

Subject to Section 4.10, the Elected Directors shall be elected by the Common Members and Class B Members at the annual meeting of the Members. Subject again to Section 4.10, each Elected Director shall serve until the third annual meeting of the Members which follows the annual meeting at which he or she was elected and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

The Elected Directors shall be divided into three classes based on their term of office, with the number of Elected Directors in each such class to be determined by the Directors, but with each class to be as nearly equal in number as possible. The term of each of the individuals serving in one class of the Elected Directors shall expire each year at the annual meeting of the Members for that year, and each individual elected by the Members to succeed that class of the Elected Directors shall be elected to serve until the third annual meeting of the Members which follows the annual meeting at which such individual was elected and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

Any vacancy occurring in any Elected Director position, for whatever reason (including by the Members increasing the number of Directors), shall be filled in the manner provided in Section 4.10.

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In the event the Members decrease the number of Elected Directors, the Directors shall designate the class of Elected Directors from which such decrease shall occur, but with each class to be as nearly equal in number as possible following such decrease in the number of Elected Directors. No decrease in the number of Elected Directors shall have the effect of terminating or shortening the term of any then incumbent Director.

Notwithstanding the foregoing provisions of this Section 4.2, in connection with the issuance of a class or series of Units with rights different from those of the previously outstanding Units, with the approval of the Class A Units (as required by Section 4.17), the Directors shall have the authority to adjust the number of Directors, and to provide for the designation of a specified number of Directors by the holders of any such class or series of Units, in such manner as the Directors shall determine.

4.3Nominations for Directors. The Directors, or a nominating committee established by the Directors, shall prepare a list of nominees for each Elected Director position to be filled at the next annual meeting of the Members. The Directors may, pursuant to agreement with any Person, permit such Person to designate a nominee or nominees for election as a Director.

Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided by the Company (the "Nomination Petition") and signed by such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will serve as a Director if elected and will prepare, execute and/or file all such reports and documents, and provide the Company with all such information, as may be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be.

No nominations for any Elected Director position may be made from the floor at any meeting of the Members.

4.4Quorum and Manner of Acting. Subject to Section 4.10, a quorum for a meeting of the Directors shall consist of a majority of the total number of Directors established from time to time in accordance with Section 4.2. If at any meeting of the Directors there be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given.

At all meetings of the Directors, a quorum being present, the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all votes, decisions, acts or other determinations to be made or taken by the Directors, including with respect to the matters addressed in Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.3, 7.6, 7.8, 8.1, 8.2, 9.1, 9.4, 9.5 and 9.6, except only as provided in Section 11.1(a) or unless the vote of a greater number is otherwise expressly and affirmatively required by the Iowa Act with respect to the particular matter in question and the Iowa Act expressly and

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affirmatively provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members as expressed in this paragraph that the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all matters presented to or otherwise determined by the Directors.

Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting and without any notice if the action is taken by at least seventy-five percent (75%) of the total number of Directors then in office and if one or more written consents or written actions describing the action so taken shall be signed by such Directors. Any such written consent or written action shall be effective when the last such Director signs the written consent or written action, unless the written consent or written action specifies a different effective date. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting of the Directors by less than unanimous consent of the Directors to each Director who did not execute the written consent or written action in question, and which notice may be effectuated by giving a copy of such written consent or written action to each Director who did not sign the written consent or written action. Any written consent or written action of the Directors may be executed in counterparts, and may be given and received by the Company and any or all of the Directors by any form of electronic transmission as provided in Section 13.1.

4.5Meetings of Directors; Place of Meetings. The Directors shall meet within forty-five days of the date of each annual meeting of the Members for the purpose of the designation and election of officers, the establishment of any committees and the transaction of such other business as is determined by the Directors. Notice of such annual meeting of the Directors shall be given as provided below for special meetings of the Directors.

Regular meetings of the Directors shall be held at such place and at such times as the Directors may fix and determine from time to time. No notice shall be required for any such regular meeting of the Directors.

Special meetings of the Directors shall be held whenever called by the Chairman, the President or by any three or more of the Directors at the time being in office. Notice of each special meeting shall be given to each Director at least forty eight (48) hours before the date on which the meeting is to be held. Each notice shall state the date, time and place of the meeting. Unless otherwise stated in the notice thereof, any and all business may be transacted at a special meeting.

At any meeting at which every Director is present, even without any notice, any business may be transacted.

A Director may waive any notice required by the Iowa Act or this Agreement if the waiver is in writing and is signed by the Director, and whether before or after the date and time stated in such notice. A waiver of notice shall be equivalent to notice in due time as required by the Iowa Act or this Agreement. The attendance of a Director at, or participation in, a meeting shall constitute a waiver of notice of such meeting and of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

A Director who is present at a meeting of the Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless the Director's dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the individual acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the Chairman, the President, the Secretary or the other Directors within one day after the date of the adjournment of the meeting. No right to dissent shall be available, however, to a Director who voted in favor of the action in question.

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The Directors may hold meetings of the Directors at such place or places, either within or without the State of Iowa, as the Directors may from time to time determine. If no designation of the place for a meeting of the Directors is made, the place of the meeting shall be the principal office of the Company in the State of Iowa.

The Directors may hold any meeting, and a Director may participate in any meeting, by any means of communication, including telephone or video conference call or other telecommunications equipment or methods, by means of which all of the Directors participating in the meeting can simultaneously hear each other during the meeting. A Director participating in a meeting by any such means or methods is deemed to be in attendance at, and present in person at, the meeting.

At all meetings of the Directors, the Chairman, or in the absence of the Chairman, the Vice Chairman, or in the absence of the Vice Chairman, the individual designated by the vote of a majority of the total number of Directors then in office, shall preside over and act as chairperson of the meeting. At all meetings of the Directors, the Secretary, or in the absence of the Secretary, the individual designated by the vote of a majority of the total number of Directors then in office, shall act as secretary for the meeting. All business to be transacted at meetings of the Directors shall be transacted in such order and with such procedures as the chairperson of the meeting shall determine.

The Directors may adopt rules and regulations for the conduct of the meetings of the Directors and the management of the Company, so long as such rules and regulations are not inconsistent with the Certificate of Organization, this Agreement or the Iowa Act.

4.6No Liability. A Director does not guarantee the return of any Member's Contribution or Capital Account, any Distributions to the Members or a profit for the Members from the operations of the Company. A Director is not personally liable for any of the acts or omissions of the Company, or for any debts, losses, liabilities, duties or obligations of the Company, whether arising in contract, tort or otherwise.

4.7Directors Have No Exclusive Duty to Company. Subject to Section 11.1 and except as may be provided in another agreement between the Company and the Director in question, a Director shall not be required to manage the Company as his or her sole and exclusive function, and a Director may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right by virtue of this Agreement to share or participate in any other interests or activities of any Director or to the income, proceeds or other benefits derived therefrom.

4.8Resignation. Any Director may resign at any time by giving written notice to the Chairman, the President, the Secretary, or any two of the other Directors. The resignation of a Director shall be effective when the notice is received by the Chairman, the President, the Secretary or any other Director, as the case may be, or at such later time as may be specified in the notice; and, unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make it effective.

4.9Removal. An Elected Director may be removed at any time, with or without cause, but only by the holders of a majority of the holders of the Common and Class B Units, voting as a class. A Class A Director may be removed at any time, with or without cause, by the majority vote of the holders of the Class A Units.

4.10Vacancy. Any vacancy occurring for any reason in an Elected Director position (including through an increase in the number of Elected Directors or the death, removal or resignation of any Elected Director) may be filled by either the remaining Elected Directors or by the holders of a majority of the Common and Class B Units, voting as a class, except that only the holders of a majority of the Common and Class B Units, voting as a class, may fill a vacancy occurring because of the removal of a Director by such holders. If the Elected Directors remaining in office constitute fewer than a quorum of

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the Elected Directors, the Elected Directors may fill such vacancy by the affirmative vote of a majority of the Elected Directors remaining in office.

Any vacancy occurring for any reason in a Class A Director position (including the death, removal or resignation of a Class A Director) may be filled only by the Class A Members.

In the event of a vacancy occurring by reason of an increase by the Members in the number of Elected Directors, the Directors shall designate the class of the Elected Directors to which such additional position shall be assigned, but with each class to be as nearly equal in number as possible following such increase in the number of the Directors.

An individual elected by the Directors to fill a vacancy in an Elected Director position shall continue to serve as an Elected Director only until the next annual meeting of the Members, at which time the Members shall elect an individual to such Elected Director position, who shall serve for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9. An individual elected by the Members to fill a vacancy shall continue to serve as an Elected Director for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

4.11Salary and Other Compensation. Subject only to Section 4.16(e), the salaries, fees, benefits, reimbursements and all other compensation payable to the Directors and to the officers of the Company, in their capacity as Directors and officers, shall be fixed from time to time by the Directors, including with respect to meeting and committee fees. No Director or officer of the Company shall be prevented from receiving any salary, fees, benefits, reimbursements or other compensation by reason of the fact, without limitation, that the Director or officer is also a Member or is affiliated with any Member.

4.12Officers. The officers of the Company shall be a Chairman, a Vice Chairman, a President, one or more Vice Presidents (the number thereof to be determined by the Directors), a Secretary, a Chief Financial Officer, a Treasurer and such other officers as may from time to time be designated and elected by the Directors. One individual may hold the offices and perform the duties of any two or more of said offices. No officer is required to be a Director, a Member, an employee of the Company or a resident of the State of Iowa. The Directors may delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision of this Agreement, and the Directors may leave any office unfilled for any such period of time as the Directors may determine from time to time, except the offices of President, Chief Financial Officer and Secretary.

The officers of the Company shall be elected annually by the Directors at the annual meeting of the Directors. Each officer shall hold office until the next succeeding annual meeting of the Directors and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with this Agreement.

An officer may resign at any time by delivering written notice to the Chairman, the President, the Secretary or any two of the Directors. The resignation of an officer shall be effective when the notice is received by the Chairman, the President, the Secretary or any Director, as the case may be, or at such later time as may be specified in the notice, and, unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make it effective. Any officer may be removed by the Directors at any time, with or without cause, for any reason or for no reason, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed. The election of an officer does not itself create contract rights in favor of the officer.

The Chairman shall, if present at the meeting in question, preside over and act as chairperson of all meetings of the Members and all meetings of the Directors. The Chairman shall have authority to sign, execute and acknowledge all contracts, checks, deeds, mortgages, bonds, leases or other obligations on behalf of the Company which shall be authorized by the Directors, and the Chairman may sign, along

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with the Secretary, certificates for Units. The Chairman shall be subject to the control of the Directors and shall keep the Directors fully informed and shall freely consult with the Directors concerning the business of the Company. The Chairman shall also perform all duties as may from time to time be assigned to the Chairman by the Directors.

The Vice Chairman shall perform the duties of the Chairman in the absence of the Chairman or in the event of the death, inability or refusal to act of the Chairman, and, when so acting, shall have all of the powers of, and shall be subject to all the restrictions upon, the Chairman. The Vice Chairman shall also perform all duties as may from time to time be assigned to the Vice Chairman by the Chairman, the President or the Directors.

The President shall, subject to the control of the Directors, have general charge of and direct the operations of the Company and shall be the chief executive officer of the Company. The President shall keep the Directors fully informed and shall freely consult with the Directors concerning the business of the Company in his or her charge. The President shall have authority to sign, execute and acknowledge all contracts, checks, deeds, mortgages, bonds, leases or other obligations on behalf of the Company as the President deems necessary or appropriate to or for the course of the Company's regular business or which shall be authorized by the Directors, and the President may sign, along with the Secretary, certificates for Units. The President may sign, in the name of the Company, all reports and all other documents or instruments which are necessary or appropriate to or for the Company's business. The President shall also perform all duties as may from time to time be assigned to the President by the Directors.

In the absence of the President or in the event of the death, inability or refusal to act of the President, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, the senior Vice President in length of service) shall perform the duties of the President, and, when so acting, shall have all the powers of, and shall be subject to all the restrictions upon, the President. A Vice President shall also perform all duties as may from time to time be assigned to such Vice President by the President or the Directors.

The Secretary shall (i) if present at the meeting in question, act as secretary for and keep minutes of all meetings of the Members and all meetings of the Directors; (ii) authenticate records of the Company and attend to giving and serving all notices of the Company as provided by this Agreement or as required by applicable law; (iii) be custodian of the seal, if any, of the Company and of such books, records and papers as the Directors or the Chairman or the President may direct; (iv) sign, along with the Chairman or the President, certificates for Units; (v) keep a record showing the names of all Persons who are Members, their mailing and e-mail addresses as furnished by each Member, the class and number of Units held by them and the certificates representing such Units; and (vi) in general, perform all duties incident to the office of Secretary and all duties as may from time to time be assigned to the Secretary by the President or the Directors.

The Chief Financial Officer shall be the chief financial officer of the Company, and shall (i) have custody of and be responsible for all moneys and securities of the Company; (ii) keep full and accurate records and accounts in books belonging to the Company, showing the transactions of the Company, its accounts, liabilities and financial condition and shall endeavor to assure that all expenditures are duly authorized and are evidenced by proper receipts and vouchers; (iii) deposit in the name of the Company in such depository or depositories as are approved by the President or the Company, all moneys that may come into the Chief Financial Officer's hands for the Company's account; (iv) prepare or cause to be prepared such financial statements as are directed by the President or by the Directors; and (v) in general, perform all duties as may from time to time be assigned to the Chief Financial Officer by the President or the Directors.

The Treasurer shall perform the duties of the Chief Financial Officer in the absence of the Chief Financial Officer or in the event of the death, inability or refusal to act of the Chief Financial Officer, and, when so acting, shall have all the powers of, and shall be subject to all the restrictions upon, the Chief

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Financial Officer. The Treasurer shall also perform all duties as may from time to time be assigned to the Treasurer by the Chief Financial Officer, the President or the Directors.

The Directors also have the power to appoint any individual to act as assistant to any officer, or to perform the duties of any officer, whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer shall have the power to perform all the duties of the office to which he or she is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Directors.

4.13Committees. The Directors may, but are not required to, from time to time establish one or more committees, including an executive committee, an audit committee, a compensation committee and a nominations committee, with each committee to consist of two or more Directors appointed by the Directors. Any committee shall serve at the will of the Directors. Each committee shall have the powers and duties delegated to it by the Directors. The Directors may appoint one or more Directors as alternative members of any committee who may take the place of any absent member or members of the committee at any meetings of the committee, upon request by the Chairman, the President or the chairperson of the committee. Each committee may establish a charter or other rules governing the conduct of its activities, but any such charter or rules, and any amendments or other changes thereto from time to time, must be approved by the Directors.

A committee shall in no event, however, have the authority to: (i) authorize Distributions by the Company; (ii) approve or propose to the Members any action that this Agreement requires be approved by the Members; (iii) fill vacancies in the Directors or on any of the committees established by the Directors; (iv) amend the Certificate of Organization or this Agreement; (v) authorize or approve the acquisition of any Units by the Company; or (vi) authorize or approve the issuance or sale of, or contract for the sale of, any Units or any debt or other securities of the Company.

4.14Execution of Documents. The Directors may authorize any one or more Directors or officers of the Company to negotiate, execute and/or deliver any agreements, documents or instruments of whatever type or nature whatsoever in the name of and on behalf of the Company, and such authority may be general or confined to specific transactions or instances.

4.15Right of Directors to Information. On reasonable notice, a Director may inspect and copy during regular business hours, at a reasonable location specified by the Company, any record maintained by the Company regarding the Company's activities, financial condition, and other circumstances, to the extent the information is material to the Director's rights and duties under this Agreement or the Iowa Act.

The Company shall furnish or make available to each Director all of the following:

(a)Without demand, any information concerning the Company's activities, financial condition, and other circumstances which the Company knows and is material to the proper exercise of the Director's rights and duties under this Agreement or the Iowa Act, except to the extent the Company can establish that the Company reasonably believes that the Director already knows the information; and

(b)On demand, any other information concerning the Company's activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.

The duty to furnish information under this paragraph also applies to each Director to the extent the Director knows any of the information described in this paragraph.

4.16Member Action Required. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and subject in all respects to Section 4.17 and Section

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4.18, the Company shall not take, or cause to be taken, any of the following acts or matters without the vote of the Members taken or otherwise obtained in accordance with Article 6:

(a)the sale, lease, exchange or other transfer or disposition of all or substantially all of the assets of the Company, other than by or pursuant to the granting or entering into of, or the enforcement of any rights or remedies under, any mortgage, deed of trust, pledge, security interest or other form of security or collateral agreement, document, instrument or transaction;

(b)the merger of the Company with or into another Person under the Iowa Act, the conversion of the Company into another form of entity under the Iowa Act, or the domestication of the Company into a foreign limited liability company;

(c)the dissolution of the Company;

(d)the amendment or restatement of the Certificate of Organization or this Agreement, except that the vote of the Members under this Section 4.16(d) shall not be required to (i) change the name, the registered office and/or the registered agent of the Company, (ii) implement any change to this Agreement which the Directors are permitted to make to this Agreement without a vote of the Members under this Section 4.16, and (iii) amend and restate this Agreement to reflect any changes approved by the Members or Directors.

(e)the issuance of any Units to any Director or any officer of the Company in the individual's capacity as a Director or officer;

(f)any act or matter for which the vote of the Members is affirmatively and expressly required by any other Section of this Agreement, including as required by Sections 4.9, 4.10 and 10.1(b); or

(g)any act or matter, if any, for which the vote of the Members is affirmatively and expressly required by the Iowa Act and the Iowa Act affirmatively and expressly provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members that the only acts and matters upon which the Members have the right to vote, and which must be voted upon or otherwise approved by the Members, are those which are expressly required by subparagraphs (a) through (g) of this Section.

This Section supersedes and overrides any provisions of the Iowa Act that might grant the Members the right to vote on any other acts or matters or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401 (4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

4.17Class A Member Approval Rights. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and in addition to the approval rights of the Members under Section 4.16, the Company shall not take, or cause to be taken, any of the following acts or matters without the approval of the holders of a majority of the Class A Units obtained in accordance with Article 6:

(a)amend, alter or repeal any provision of the Certificate of Organization or Operating Agreement of the Company in a manner that adversely alter the rights, preferences, privileges or powers of, or restrictions on, the Class A Units;

(b)create, or authorize the creation of, or issue or obligate itself to issue, any additional class or series of membership units unless the same ranks junior to the Class A Units with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption;

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(c)enter into or effect any transaction or series of related transactions involving a Deemed Liquidation Event (as defined under Section 10.3), or the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, sale of stock or sale of assets) of any assets and/or equity interests of any other entity which is outside the ordinary course of business;

(d)purchase or redeem any Units other than repurchases of Common Units from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in connection with the cessation of such employment or service pursuant to membership unit restriction agreements approved by the Directors;

(e)pay or declare any distribution with respect to any Units of the Company prior to the Class A Units, other than distributions as expressly authorized in this Agreement;

(f)create, or authorize the creation of, or issue, or authorize the issuance of any debt security or create any lien or security interest (except for purchase money liens or statutory liens of landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or incurred in the ordinary course of business) or incur other indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees, or permit any subsidiary to take any such action with respect to any debt security lien, security interest or other indebtedness for borrowed money, if the aggregate indebtedness of the Company and its subsidiaries for borrowed money following such action would exceed Twenty-Five Million Dollars ($25,000,000);

(g)create, or hold an equity interest in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or permit any subsidiary to create, or authorize the creation of, or issue or obligate itself to issue, any class or series of equity interests, or sell, transfer or otherwise dispose of any equity interest of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary;

(h)increase or decrease the authorized number of Directors;

(i)make any material change to the nature of the business conducted by the Company; or

(j)liquidate, dissolve or wind-up the business and affairs of the Company or consent to any of the foregoing.

4.18Class B Member Approval Rights. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and in addition to the approval rights of the Members under Section 4.16 and Class A Members under Section 4.17, the Company shall not take, or cause to be taken, any of the following acts or matters without the approval of the holders of a majority of the Class B Units obtained in accordance with Article 6:

(a)amend, alter or repeal any provision of the Certificate of Organization or Operating Agreement of the Company in a manner that adversely alters the rights, preferences, privileges or powers of, or restrictions on, the Class B Units.

4.19Directors are Synonymous with Managers. The Directors are synonymous with, and shall be deemed for all purposes to be the same as, "managers" for purposes of the Iowa Act, the Certificate of Organization and this Agreement. The Directors may sign any and all agreements, documents or instruments utilizing the title of either "Director" or "Manager". Without limiting the generality of the foregoing, the Directors may be referred to as "directors" or "managers" in any reports or other documents required to be filed by the Company or any Director with any governmental or regulatory authority, including the Securities and Exchange Commission.

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ARTICLE 5

RIGHTS AND DUTIES OF MEMBERS

5.1No Liability. A Member does not guarantee the return of any Member's Contribution or Capital Account, any Distributions to the Members, or a profit for the Members from the operations of the Company. A Member is not personally liable for any of the acts or omissions of the Company, or for any debts, losses, liabilities, duties or obligations of the Company, whether arising in contract, tort or otherwise, except only to the extent of any unpaid Contribution of the Member to the Company.

5.2Members Have No Exclusive Duty to Company. Except only as may be provided in another agreement between the Company and the Member in question, a Member may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right by virtue of this Agreement to share or participate in any other interests or activities of any Member or to the income, proceeds or other benefits derived therefrom.

5.3Right of Members to Information. During regular business hours and at a reasonable location specified by the Company, a Member may obtain from the Company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the Company as is just and reasonable if all of the following apply:

(a)The Member seeks the information for a purpose material to the Member's interest as a member of the Company;

(b)The Member makes a demand in a Record that is received by the Company, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(c)The information sought is directly connected to the Member's purpose.

Within ten days after receiving a demand pursuant to the preceding paragraph, the Company shall in a Record inform the Member that made the demand of all of the following:

(a)The information that the Company will provide in response to the demand, if any, and when and where the Company will provide the information; and

(b)If the Company declines to provide any demanded information, the Company's reasons for declining.

The Company shall, without demand, provide or make available to the Members all information that is known to the Company and that is material to the Members' decision on any Voting Matter (as that term is defined below), except to the extent the Company can establish that the Company reasonably believes that the Member in question or the Members as a whole already know the information. The information shall be provided by such method or methods as are determined by the Directors, the Chairman or the President, which may include providing the information (i) along with the notice of the meeting at which the Voting Matter shall be acted upon; (ii) if the Voting Matter is to be acted upon by written consent or written action, along with such written consent or written action; (iii) at the meeting at which the Voting Matter is acted upon; or (iv) any combination of the foregoing. For purposes of determining what information is "known" to the Company, the determination shall in all events be limited to the actual knowledge of the Directors and the Chairman, the President and the Chief Financial Officer of the Company, and shall also be further limited as the Directors may otherwise determine to be reasonable under the particular facts and circumstances in question. The determination of what information is "material" shall in all events be considered based only upon the relevance of the particular information to, and possible effect on, the particular Voting Matter in question and from the perspective

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of the Company as a whole and a reasonable Person, and not based upon any particular Member or particular facts or circumstances of any Member. The Directors may also consider any other relevant facts and circumstances regarding what information should be provided to the Members with respect to any particular Voting Matter, including any prohibitions, restrictions or conditions imposed under any confidentiality covenants or any applicable law, rule, regulation or order. With respect to each class of Units, the term "Voting Matter" means any matter that is required to be submitted to the Members holdings such class of Units under Section 4.16 (all Units), 4.17 (Class A Units), and 4.18 (Class B Units). This paragraph is intended to limit the Company's obligations under Section 489.410(2)(d) of the Iowa Act to providing information only with respect to Voting Matters.

On 30 days demand made in a Record received by the Company, a Person who was formerly a member of the Company (a "Former Member") may have access to information to which the Former Member was entitled while the Former Member was a member of the Company if the information pertains to the period during which the Former Member was a member of the Company, the Former Member seeks the information in good faith, and the Former Member also satisfies all of the requirements otherwise imposed on a Member pursuant to the first paragraph of, and otherwise by, this Section. Within 20 days after receiving a demand pursuant to this paragraph, the Company shall in a Record inform the Former Member that made the demand of all of the following:

(a)The information that the Company will provide in response to the demand, if any, and when and where the Company will provide the information; and

(b)If the Company declines to provide any demanded information, the Company's reasons for declining.

A Member or Former Member may exercise the Member's or Former Member's, as the case may be, rights under this Section through an agent or, in the case of an individual under legal disability, a legal representative. A deceased Member's or Former Member's personal representative or other legal representative may also exercise the rights of a member or former member, as the case may be, under this Section for purposes of settling the estate of the deceased Member or Former Member. All restrictions and conditions imposed by or pursuant to this Section apply to any Member, Former Member or any agent or personal or legal representative of any Member or Former Member who is requesting any information pursuant to this Section.

The Company may in all events charge a Member, a Former Member or other permitted Person that makes a demand under this Section the reasonable costs of copying, limited to the costs of labor and material. A Member's and Former Member's rights under this Section shall also be subject to any reasonable restrictions and conditions on access to and use of information as the Company may have in place from time to time or as may be deemed necessary or appropriate by the Directors under the particular facts and circumstances in question, including designating information as confidential and imposing security, nondisclosure, confidentiality and safeguarding procedures and obligations on the Member, Former Member or other recipient of the information.

The Company and the Members agree that all of the terms of this Section, including all of the limitations and restrictions set forth in the third paragraph, the preceding paragraph and otherwise in this Section, are reasonable.

5.4Communications With Directors; Advance Notice of Member Proposals for Annual Meetings. Any Member desiring to send any communication to the Directors may do so in writing by either delivering the writing to the Company's principal office or by mailing the writing to that office, in either case, to the attention of the President. The Company will provide a copy of each such writing to each Director.

In order for any proposal or other business to be properly brought before the annual meeting of the Members by a Member outside of the processes of Rule 14a-8 of the regulations under the Securities

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Exchange Act of 1934, as amended (the "Exchange Act"), (i) the Member must have given timely written notice (a "Member Proposal Notice") of the proposal or other business (the "Member Proposal") to the Secretary of the Company, and also timely provide the Company with all other information as may be requested by the Company regarding the Member Proposal, including all such information as may be necessary or appropriate in order for the Company to confirm that the Member meets the Eligibility Condition (as that term is defined below) or to comply with all applicable laws, rules and regulations, including the Exchange Act and the rules and regulations promulgated pursuant to the Exchange Act, (ii) the Member Proposal must contain all of the information set forth below, and (iii) the Member in question must have continuously held Units for at least one year by the date on which the Company receives the Member Proposal Notice and the Member must continue to hold Units through the date of the annual meeting in question (the "Eligibility Condition"), and the Member Proposal Notice must include a written statement that the Member intends to continue to hold Units through the date of the annual meeting in question. No Member may submit more than one Member Proposal for any annual meeting of the Members. In order for a Member Proposal Notice to be timely given by the Member, the Member Proposal Notice must be received at the principal office of the Company not less than 120 calendar days before the date on which the Company mailed or otherwise released to the Members the proxy statement for the previous year’s annual meeting of the Members; provided, however, that if the Company did not hold an annual meeting of the Members in the previous year, or if the date of the current year's annual meeting has been changed by more than 30 days from the date of the previous year's annual meeting, a Member Proposal Notice will be considered timely given by the Member if the Member Proposal Notice is received at the principal office of the Company not later than the close of business on the date which is the later of (i) 120 calendar days before the date of the current year's annual meeting, or (ii) 10 calendar days after the date on which public announcement of the date of the current year's annual meeting is first made by the Company, which may include setting forth such date in any filings made by the Company pursuant to the Exchange Act. A Member Proposal Notice shall, at a minimum, set forth as to each Member Proposal: (i) a description of the Member Proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear in the Company’s books, of the Member proposing the Member Proposal; (iii) the class and number of Units which are beneficially owned by such Member, the period of time the Member has beneficially owned those Units, and a statement that the Member intends to continue to hold Units through the date of the annual meeting; (iv) any material interest of the Member in the Member Proposal; and (v) all other information that would be required to be provided by the Member pursuant to Regulation 14A under the Exchange Act if the Member Proposal in question was being submitted pursuant to Rule 14a-8 under the Exchange Act. The Company does not have any obligation to include any Member Proposal in the proxy statement, proxy or ballot or other proxy materials of the Company, and, notwithstanding anything in the foregoing which may appear to be to the contrary, in order to include information with respect to a Member proposal in the Company's proxy statement and form of proxy for an annual meeting of the Members pursuant to Rule 14a-8 under the Exchange Act, a Member must provide notice as required by, and otherwise fully comply with, Rule 14a-8 and the other regulations promulgated under the Exchange Act. The chairperson of the annual meeting of the Members shall, if the facts warrant, determine and declare at the meeting that a Member Proposal or other business was not properly brought before the meeting in accordance with the provisions of this paragraph, and if the chairperson shall so determine, the chairperson shall declare at the meeting that any such proposal or business not properly brought before the meeting shall not be transacted or otherwise presented to the Members.

5.5No Dissociation or Withdrawal of a Member. A Member may not and does not have the power or right to dissociate as a member of the Company or to otherwise resign or withdraw from the Company prior to the dissolution and winding up of the Company, for whatever reason, except only as may be otherwise expressly provided in, and pursuant to the procedures set forth in, Article 9. Without limiting the foregoing, the Company and the Members acknowledge and agree that no Member has the power or right to dissociate or withdraw as a member of the Company by express will under Section 489.601 of the Iowa Act or in any of the circumstances described in Section 489.604 of the Iowa Act.

No Member shall be dissociated as a member of the Company or otherwise cease to be a Member because of the occurrence of any act or circumstance other than the Assignment of all of the Member's

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Units in compliance with Article 9, including because of the occurrence of any of the acts or circumstances specified in Section 489.602 or Section 489.604 of the Iowa Act, and the Company and the Members waive the applicability of Sections 489.602 and 489.604 of the Iowa Act to the Company and the Members.

5.6Member Authority Limited. A Member is not an agent of the Company for the purpose of the Company's business, affairs or otherwise by reason of being a Member, and unless otherwise affirmatively and expressly authorized in writing by the Directors or by a properly authorized officer of the Company, no Member has any right, power or authority to, and shall not, enter into any agreement, document, instrument or transaction of whatever type or nature for or on behalf of the Company, or otherwise obligate or bind the Company in any way or render the Company liable for any purpose.

No Member may delegate to any Person the Member's rights and powers to manage and control the business and affairs of the Company, except only with respect to the giving of a proxy as provided in Section 6.9 and the election of the Directors as provided in this Agreement.

ARTICLE 6

MEETINGS OF MEMBERS; MANNER OF ACTING OF MEMBERS

6.1Annual and Special Meetings of the Members. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, at such time and on such day in January, February, March or April of each year as the Directors shall each year fix, or at such other place, time or date as the Directors may fix and determine from time to time.

Special meetings of the Members, for any purpose or purposes, may be called by the Directors or by the Chairman or the President, and shall be called by or at the direction of the Directors or the Chairman or the President upon the written request of any Member or Members holding at least thirty percent (30%) of the outstanding Units.

No matter shall be presented to the Members at any annual or special meeting of the Members which has not been properly brought before the meeting in accordance with this Agreement and applicable laws, rules and regulations.

6.2Place of Meetings. The Directors, the Chairman or the President may designate any place, either within or outside the State of Iowa, as the place of meeting for the annual meeting or any special meeting of the Members. If no designation is made by the Directors or by the Chairman or the President, the place of meeting shall be the principal office of the Company in the State of Iowa.

6.3Notice of Meetings or of Action to be Taken Only by Ballot. Except as provided in Sections 6.4, 6.10 and 6.12, written notice stating the place, day and hour of all meetings of the Members and the purpose or purposes for which the meeting is called, shall be given to each Member not less than five nor more than sixty days before the date of the meeting, by or at the direction of the Directors, the Chairman or the President. The notice shall be given as provided in Section 13.1.

If the Directors determine that any matter or matters to be presented to the vote of the Members shall be done and taken only by a written ballot, without holding a meeting of the Members, notice of the matter or matters, along with the ballot, shall be given to the Members not less than five nor more than ninety days before the last date on which the Company will accept such ballot. The notice shall be given as provided in Section 13.1.

6.4Meeting of all Members. If all of the Members shall meet at any time and place, either within or outside of the State of Iowa, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken.

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6.5Record Date. The record date for the purpose of determining the Members entitled to notice of or to vote at any meeting of the Members shall be the date on which notice of the meeting is given to the Members, or if no notice is required to be given of such meeting, the date of the meeting. A determination of the Members entitled to notice of or to vote at any meeting of the Members which has been made as provided in this Section shall also apply to any adjournment of the meeting in question. If the Directors determine that any matter or matters to be presented to the vote of the Members shall be done and taken only by a written ballot, without holding a meeting of the Members, the record date for the purpose of determining the Members entitled to notice of such matter or matters and to vote by ballot on such matter or matters shall be the date such notice and ballot are given to the Members.

6.6Voting Rights of Members. Except as otherwise provided in this Agreement (including Sections 4.2, 4.17, and 4.18), the Members shall have one vote for each Unit held by them, and the Members shall be entitled to vote on the acts, matters, decisions, questions or other determinations on which the vote of the Members is expressly and affirmatively required by Section 4.16. A Member abstaining on any vote or withholding the Member's vote shall be counted present for quorum purposes, but the Units of the Member will not be counted as votes cast for or against the act, matter, decision, question or other determination in question.

This Section is intended to supersede and override, without limitation, Sections 489.401(4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

6.7Quorum. The Members holding at least twenty-five percent (25%) of the outstanding Units (which shall include Members holding at least twenty-five percent (25%) of the outstanding Common and Class B Units, in the aggregate and, with respect to any matter upon which the Class A Units are entitled to vote, shall include Members holding at least twenty-five percent (25%) of the outstanding Class A Units), represented in person or by proxy or written ballot pursuant to Section 6.9, shall constitute a quorum at any meeting of the Members. In the absence of a quorum at a meeting of the Members, the Members holding at least a majority of the outstanding Units represented at the meeting may adjourn the meeting from time to time without further notice. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Units constituting at least twenty-five percent (25%) of the outstanding Units of the respective class or classes and which are represented by written ballots which have been timely and properly returned by the Members shall constitute a quorum of the Members of the respective class or classes for any matter or matters which are presented to the Members only by a written ballot, without a meeting of the Members.

6.8Manner of Acting. Except as provided in Section 10., and subject to Sections 4.17 and 4.18, and in the following paragraph in this Section with respect to Elected Directors, the vote of the Members holding at least a majority of the outstanding applicable Units eligible to vote and represented at a meeting at which a quorum of the Members is present shall be the act of the Members with respect to all votes, acts, matters, decisions, questions or other determinations whatsoever to be taken or made by the Members under the Certificate of Organization, this Agreement, the Iowa Act (including Sections 489.1003, 489.1007 and 489.1011 of the Iowa Act) or other applicable law, or otherwise, including with respect to the acts and matters specified in Section 4.16, any modification to the range of the number of Elected Directors set forth in Section 4.2, and the removal of an Elected Director under Section 4.9. Except as provided in the following paragraph in this Section with respect to Elected Directors, and subject to Sections 4.17 and 4.18, if a quorum of the Members has been obtained through the written ballots returned by the Members, the vote of at least a majority of the outstanding applicable Units eligible to vote which are represented by the written ballots which have been timely and properly returned by the Members shall be the act of the Members with respect to all votes, acts, matters, decisions, questions or other determinations whatsoever which are presented to the Members only by written ballot, including with respect to all of the matters listed in the preceding sentence. The Company and the Members hereby acknowledge and agree for purposes of Section 489.1014 of the Iowa Act that this Agreement provides for approval of a merger, conversion, or domestication with the consent of fewer

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than all of the Members, and the Members hereby affirmatively and expressly consent to such fact and this sentence.

The Elected Directors shall be elected by a plurality of the votes cast by the applicable Units eligible to vote at a meeting of the Members at which a quorum is present, or, if the vote on the election of the Directors was taken only by a written ballot, by a plurality of the votes cast by the applicable Units eligible to vote represented by the written ballots and for which at least a quorum of the Units was represented by such written ballots. This paragraph applies to the election of Elected Directors by the Members under both Section 4.2 and Section 4.10.

At all meetings of the Members, the Chairman, or in the absence of the Chairman, the Vice Chairman, or in the absence of the Vice Chairman, the individual designated by the vote of the Members holding at least a majority of the outstanding Units represented at the meeting in question, shall preside over and act as chairperson of the meeting. At all meetings of the Members, the Secretary, or in the absence of the Secretary, the individual designated by the chairperson of the meeting in question, shall act as secretary for the meeting.

The business at all meetings of the Members shall be transacted in such order and with such procedures as the chairperson may from time to time determine.

The Directors may adopt rules and regulations for the conduct of the meetings of the Members, so long as such rules and regulations are not inconsistent with the Certificate of Organization, this Agreement, the Iowa Act or other applicable law.

This Section supersedes and overrides any provisions of the Iowa Act which might establish different approval percentages for the Members or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401(4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

6.9Proxies; Voting by Ballots. At all meetings of the Members, a Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Any such proxy must be filed with the Company before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise expressly provided in the proxy.

The Directors may determine that the vote on any one or more matters to be voted on by the Members may be taken only by a written ballot, without a meeting of the Members, or may include the use of a written ballot as part of or in connection with a meeting of the Members. The Directors may establish the form of written ballot and all such methods, processes and procedures for the use of written ballots as the Directors determine to be appropriate from time to time, including for the return and delivery of written ballots to the Company, the opening and tabulation of the results of the voting on matters voted upon by written ballot, the revocation of a written ballot by a Member, and the period of time during which the Company will accept the return of written ballots or will allow the revocation of a written ballot.

A Member who is not present in person at a Member meeting but who has returned a written ballot with respect to any matter which is presented to the Members at such meeting shall be counted present for purposes of determining whether a quorum is present to act on the matter, but shall not be counted present for purposes of determining the presence of a quorum to transact any other business at the Member meeting in question.

If a written ballot is properly completed and timely returned, the Units represented by the written ballot will be voted in accordance with the specifications provided in the written ballot.

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No proposals may be made by any Member or any Director from the floor at any meeting of the Members with respect to any matter which was presented to the Members by written ballot pursuant to this Section, including to table any such matter.

The use of a written ballot for any matter to be voted upon by the Members shall not be deemed to be or constitute a solicitation of votes on behalf of the Directors or to otherwise be a solicitation of votes or of a proxy on behalf of any Person.

6.10Action Without a Meeting; Telephonic Meetings. Any action required or permitted to be taken at a meeting of the Members (whether an annual or special meeting) may be taken without a meeting and without notice if (i) the action is taken by the Members holding at least seventy-five percent (75%) of the outstanding Units eligible to vote on the action, and (ii) one or more written consents or written actions describing the action taken are signed by such Members. Any such written consent or written action shall be effective when the last such Member signs the written consent or written action, unless the written consent or written action specifies a different effective date. The record date for determining the Members entitled to take action without a meeting shall be the date the first Member signs the written consent or written action in question. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting by the Members by less than unanimous consent of the Members to each Member eligible to vote on the action who did not sign the written consent or written action in question, and which notice may be effectuated by giving a copy of such written consent or written action to each such Member who did not sign the written consent or written action. Any written consent or written action of the Members may be executed in counterparts, and may be given and received by the Company and any or all of the Members by any form of electronic transmission as provided in Section 13.1.

Any meeting of the Members may be held by, and any Member may participate in any meeting by, any means of communication, including telephone or video conference call or other telecommunications equipment or methods, by means of which all of the Members participating in the meeting can simultaneously hear each other during the meeting. A Member participating in a meeting by any such means or methods is deemed to be in attendance at and present in person at the meeting.

6.11Member Representative. Any Member that is not an individual may, by giving written notice to the Company, designate and appoint one or more individuals to act as the representative of the Member for all purposes related to the Company, including for purposes of participation of the Member in all meetings of the Members, the voting of the Units of the Member, the execution of any written consent or written action evidencing action of the Members taken without a meeting, and the giving of a proxy by the Member. A Member may change the identity of any of the Member's representatives at any time and from time to time, but shall provide written notice thereof to the Chairman, the President or the Secretary, with any such notice to only be effective upon receipt by the Chairman, the President or the Secretary. Any action taken by any individual who has been designated by a Member pursuant to this Section shall be binding upon such Member and may be relied upon, and acted on, by the Company, the Directors and all of the Members, without inquiry to, or confirmation from, such Member or any other individual who has been designated by the Member pursuant to this Section.

6.12Waiver of Notice. A Member may waive any notice required by the Iowa Act or this Agreement if the waiver is in writing and is signed by the Member, and whether before or after the date and time stated in such notice. A waiver of notice shall be equivalent to notice in due time as required by the Iowa Act or this Agreement.

The attendance of a Member (in person or by proxy or written ballot pursuant to Section 6.9) at, or participation in, a meeting shall constitute a waiver of notice of such meeting and of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

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ARTICLE 7

CONTRIBUTIONS TO THE COMPANY, UNITS AND CAPITAL ACCOUNTS

7.1Units; Issuance of Units.

(a)Contributions. Each Member's Contribution shall be represented by Units, but the Directors may determine to issue Units to a Person without the Person making a Contribution, or being obligated to make a Contribution, to the Company.

An unlimited number of Units of any class are authorized.

The number of Units to be issued to any Additional Member and any Contribution for such Units shall be determined by the Directors as provided in Section 9.4, subject to Sections 4.16(e), 4.17(b) and 4.18.

The Directors shall also determine the number of Units, if any, which shall be issued from time to time to any existing Member and any Contribution for any such Units, subject to Sections 4.16(e), 4.17(b) and 4.18.

No subsequent Contributions may be required of any Member unless otherwise expressly agreed at the time of, or as imposed as a condition to, the issuance of Units to the Member in question.

(b)    Preemptive Rights. The Class A Member(s) shall have a preemptive right to acquire a pro rata portion of: (i) any additional Units, regardless of class, now or hereafter authorized, and (ii) any rights, options or warrants to acquire Units and other securities of any nature that are or may become convertible into Units (collectively "New Units") that the Company proposes to issue to any Person; provided that such preemptive right shall not apply to the issuance of up to 21,024 Class B Units in connection with an offering to existing Common Members who meet the definition of an accredited investor to be completed on or about May 1, 2020. For purposes of this Section 7.1(b), the “pro rata portion” of additional Units shall be determined by a fraction, the numerator of which is the number of outstanding Class A Units, and the denominator of which is the total of outstanding Units (including Class A Units, Class B Units and Common Units). Except as set forth in this Section 7.1(b), no Member shall have any preemptive, preferential or other right to acquire any Units as the Directors (with Class A Unit approval as required by Section 4.17) may from time to time determine to issue to any Person.

(c)Classes of Units. As of the date of this Agreement, the Company has three classes of Units: Common Units, Class A Units, and Class B Units.

1.     Common Units. Each Common Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Common Units are entitled to vote. All Units outstanding prior to the effective date of this Agreement shall be “Common Units”.

2.    Class A Units. Each Class A Unit shall be entitled to one (1) vote on matters with respect to which the Members are entitled to vote, other than the election of Elected Directors. In addition, the Class A Units shall be entitled to certain preferences and rights as expressly set forth in this Agreement.

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3.    Class B Units. Each Class B Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Class B Units are entitled to vote. In addition, the Class B Members shall be entitled to certain additional rights as expressly set forth in this Agreement.

Additional and different classes or series of Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine, with the approval of the holders of the Class A Units as required under Section 4.17 and the holders of the Class B units to the extent required by Section 4.18. Such additional and different classes or series of Units may have different rights, powers and preferences (including, without limitation, designation of Directors, voting rights and distribution preferences), which may be different from or superior to those of existing Members. In the event of creation of such additional classes or series of Units (with the approval of the holders of the Class A Units, and the holders of the Class B units to the extent required by Section 4.18), the Company’s Unit records shall be updated as necessary by the Directors to reflect such Units and the Directors shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Units with such terms as the Directors shall deem appropriate, (b) the admission of the additional Members.

7.2Liability for Contributions. Unless otherwise expressly agreed by the Company at the time of the acceptance of a Member's offer or subscription to purchase Units or as may be otherwise expressly agreed by the Company at any time thereafter, a Member's obligation to make a Contribution to the Company is not excused by the Member's death, disability, or other inability to perform personally, and if a Member does not make a required Contribution, the Member or the Member's estate shall be obligated, at the option of the Company, to contribute money equal to the value of the part of the Contribution which has not been made.

The Company shall also have the authority to enter into an agreement with any Member that includes specified penalties for, or specified consequences of, the failure of the Member to make a required Contribution to the Company. The penalties or consequences may include reducing or eliminating the defaulting Member's proportionate interest in the Company, subordinating the Member's Units and related interest to those of the other Members, a forced sale of the Member's Units, forfeiture of the Member's Units, the lending by other Members of the amount necessary to meet the Member's commitment, a fixing of the value of the Member's Units by appraisal or by formula, and the redemption or sale of the Member's Units at such value.

This Section is not intended to, and does not, limit any of the rights and remedies which are available to the Company under this Agreement or at law, in equity, or otherwise, by reason of a Member's failure to timely and fully make a required Contribution to the Company.

7.3Capital Accounts.

(a)A separate Capital Account will be maintained for each Member. Each Member's Capital Account will be increased by (i) the amount of money contributed by such Member to the Company; (ii) the Gross Asset Value (as defined in Section 7.6) of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); and (iii) the amount of Net Profits allocated to such Member. Each Member's Capital Account will be decreased by (i) the amount of money distributed to such Member by the Company; (ii) the Gross Asset Value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code); (iii) the amount of Net Losses allocated to such Member; and (iv) the Member's share of expenditures described in Section 705(a)(2)(B) of the Code, unless such expenditures have already been deducted in determining Net Profits or Net Losses, as the case may be.

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(b)In the event of a permitted Assignment of a Unit, the Capital Account of the assignor shall become the Capital Account of the assignee to the extent the Capital Account relates to the Unit which has been Assigned, but subject to Section 9.5.

(c)The manner in which Capital Accounts are to be maintained pursuant to this Section is intended, and shall be construed, so as to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder, and in the event there exists any inconsistency, the Code and said Treasury Regulations shall control.

(d)Upon liquidation of the Company or any Deemed Liquidation Event, Distributions will be made to the Members in accordance with Section 10.2.

7.4No Priority on Return of Capital. Except as may be expressly provided with respect to any class or series of Units established hereunder, no Member shall have priority over any other Member as to the return of Contributions or Capital Accounts or as to Net Profits, Net Losses or Distributions. This Section shall not, however, apply to loans (as distinguished from Contributions) which a Member has made to the Company.

7.5No Demand of Member Capital. A Member shall not be entitled to demand or receive from the Company the return of the Member's Contribution or Capital Account, or the liquidation of the Member's Units, until the Company is dissolved in accordance with this Agreement.

7.6Gross Asset Value. The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

(a)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 Directors.

(b)The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Directors, as of the following times or such other times as permitted by the Treasury Regulations: (i) the acquisition of a Unit or Units by any Additional Member or any existing Member in exchange for more than a de minimis Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for a Unit; and (iii) the liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations; provided, however, that adjustments pursuant to the preceding clauses (i) and (ii) shall be made only if the Directors determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members.

(c)The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value of such asset on the date of Distribution, as determined by the Directors.

(d)The Gross Asset Values of Company assets shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent that the Directors determine that an adjustment pursuant to subparagraph (b) immediately above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).

(e)Notwithstanding anything in this Agreement which may appear to be to the contrary, if the Gross Asset Value of any asset differs from its adjusted tax basis for federal income tax purposes at the beginning of any Fiscal Year, then the depreciation for such asset shall, for purposes of determining each Member's Capital Account, be determined in accordance

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with its Gross Asset Value and not its adjusted tax basis, and the Gross Asset Value of such asset shall be adjusted to account for such depreciation.

7.7Units May Be Referred to as Stock, Shares or Securities. The Units may be referred to as "stock", "shares", "securities" or other terms in any reports or other documents required to be filed by the Company or any Member with any governmental or regulatory authority, including the Securities and Exchange Commission, if required by, or as may be necessary or appropriate in order to be consistent with, any such report or document or any applicable law, rule or regulation.

7.8Fractional Units. The Company may issue fractional Units, rounded to the extent as determined by the Directors, to reflect the Contribution in question. If a Member holds a fractional Unit, such Member shall have a vote with respect thereto (if the right to vote with respect to the matter in question is otherwise provided for in this Agreement) equal to the amount of such fraction.

ARTICLE 8

ALLOCATIONS AND INCOME TAX; DISTRIBUTIONS

8.1Allocations of Profits and Losses from Operations.

(a)Except as may be otherwise required by Section 704(c) of the Code, the Net Losses and the Net Profits of the Company for each Fiscal Year shall be allocated among the Members pro rata, based upon the respective number of Units held by the Members. Any credit available for income tax purposes shall also be allocated among the Members pro rata, based upon the respective number of Units held by the Members.

(b)Notwithstanding subparagraph (a) immediately above, no loss shall be allocated to a Member if such allocation would cause such Member's Adjusted Capital Account to become negative or to increase the negative balance thereof.

(c)(1)    In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit balance of the Adjusted Capital Account of such Member as quickly as possible, provided that an allocation pursuant to this subparagraph (c)(1) shall only be made if and to the extent such Member would have a deficit balance in the Member's Adjusted Capital Account after all other allocations provided for in this Section 8.1 have been made as if this subparagraph (c)(1) were not in this Agreement.

(2)    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, if any, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of subparagraphs 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury 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 subparagraph (c)(2) 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 8.1 have been made as if subparagraph (c)(1) immediately above and this subparagraph (c)(2) were not in this Agreement.

(d)(1)    Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, and notwithstanding any other provision of this Section 8.1, if there is a net decrease in partnership minimum gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal

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Years) in an amount equal to such Member's share of the net decrease in partnership minimum gain, determined in accordance with Section 1.704-2(g) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations. This subparagraph (d)(1) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

(2)Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, and notwithstanding any other provision of this Section 8.1, if there is a net decrease in partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any Fiscal Year, each Member who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury 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 Member's share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member 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 Treasury Regulations. This subparagraph (d)(2) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

(3)Nonrecourse deductions for any Fiscal Year shall be specially allocated among the Members pro rata, based upon the respective number of Units held by the Members.

(4)Any partner nonrecourse deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the partner nonrecourse debt to which such partner nonrecourse deductions are attributable in accordance with Section 1.704-2(i)(1) of the Treasury Regulations.

(e)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the 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 the basis of the asset) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(f)Notwithstanding any other provision of this Agreement, the Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this subparagraph (f) shall only be made with respect to allocations pursuant to subparagraph (e) immediately above to the extent the Directors determine that such allocations will otherwise be inconsistent with the economic agreement among the Company and the Members as set out in this Agreement.

(g)The Directors shall have discretion, with respect to each Fiscal Year, to (i) apply the provisions of subparagraph (f) immediately above in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ii) divide

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all allocations pursuant to subparagraph (f) immediately above among the Members in a manner that is likely to minimize such economic distortions.

8.2Distributions. All Distributions of cash or other property to the Members shall be made to the Members pro rata, based upon the respective number of Units held by the Members, except for (i) Distributions to the Members upon the dissolution and winding up of the Company or any Deemed Liquidation Event, which Distributions are governed by Section 10.2, and (ii) Distributions to a Member pursuant to the Company's purchase or redemption of any of the Units of such Member. All such Distributions shall only be made in such amounts and at such times as are determined by the Directors from time to time, but subject to Section 8.3. Without limiting the generality of the foregoing, the Directors have the authority to make the determination of whether any Distribution that is declared by the Directors shall be made in the form of cash, debt, property or otherwise.

    The record date for the determination of the Members entitled to receive a Distribution shall be the date determined by the Directors, but in the absence of the Directors specifying a record date for a Distribution, the date on which the resolution declaring the Distribution to the Members is adopted by the Directors shall be the record date for such Distribution.

All amounts withheld pursuant to the Code or any provisions of foreign, federal, state or local tax law with respect to any payment or Distribution to any Member from the Company shall be treated as amounts distributed to the relevant Member pursuant to this Section.

Unless otherwise expressly provided by the Directors in connection with the declaration of a Distribution under this Section, (i) if a Member becomes entitled to a Distribution under this Section, the Member has the status of, and is entitled to all remedies available to, a creditor of the Company with respect to the Distribution; and (ii) the Company's indebtedness to a Member incurred by reason of a Distribution under this Section is at parity with the Company's indebtedness to the Company's general, unsecured creditors.

As provided above, this Section is not applicable to Distributions payable to the Members upon the dissolution and winding up of the Company or any Deemed Liquidation Event, which distributions are governed by Section 10.2.

8.3Limitation Upon Distributions. A Distribution shall not be made to any Member pursuant to Section 8.2 if after the Distribution any of the following applies: (i) the Company would not be able to pay its debts as they become due in the ordinary course of the Company's activities, or (ii) the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if any, if the Company were to be dissolved, wound up and terminated at the time of the Distribution, to satisfy the preferential rights upon dissolution, winding up and termination of any Members, if any, whose preferential rights are superior to the rights of the Members receiving the Distribution. A Distribution for purposes of this paragraph shall not include, without limitation, amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.

The effect of a Distribution for purposes of the preceding paragraph shall be measured and determined as of the applicable date or time specified in the Iowa Act, or if no such date or time is specified in the Iowa Act for the Distribution in question, as of the date the Distribution is declared. The Directors may base a determination that a Distribution is not prohibited under this Section on any financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other valuations or methods permitted by the Iowa Act or which are otherwise reasonable under the circumstances.

8.4Liability for Improper Distributions. A Director who consents to a Distribution that was made in violation of Section 8.3, and in consenting to such Distribution fails to comply with Section 11.1, shall only have liability to the Company for the amount of such Distribution that exceeds the

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amount that could have been distributed without the violation of Section 8.3, and only if, and then only to the extent as is, expressly and affirmatively required by the Iowa Act. A Member that receives a Distribution with actual knowledge that the Distribution to the Member was made in violation of Section 8.3 shall only be liable to the Company for the amount of such Distribution which exceeded the amount that could have been properly paid under Section 8.3, and only if, and then only to the extent as is, expressly and affirmatively required by the Iowa Act.

8.5No Interest on Contributions. No Member shall be entitled to interest on the Member's Contribution.

8.6Loans to or Other Business With the Company. Nothing in this Agreement shall prevent any Member from making secured or unsecured loans to the Company or transacting any other business with the Company.

8.7Returns and Other Elections. The Directors shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

All elections required or permitted to be made by the Company under federal, state or foreign tax or other laws shall be made by the Directors, including the following:

(a)to the extent permitted by applicable law and regulations, to elect to use an accelerated depreciation method on any depreciable unit of the assets of the Company;

(b)an election for the Company to be treated as an association taxable as a corporation for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3 or any corresponding elections under state or local law; and

(c)in the event of an Assignment of all or part of any of the Units of any Member, to elect, pursuant to Sections 734, 743 and 754 of the Code, to adjust the basis of the assets of the Company.

8.8 Tax Returns; Partnership Representative.

(a)    Tax Returns. The Company shall, without any further consent of the Members being required (except as specifically required herein), make any and all elections for federal, state, local and foreign tax purposes as the Company shall determine appropriate and shall have the right and authority to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members, 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 the Members.

(b)    Tax Matters Partner.     For all tax years prior to the tax year for which the Partnership Adjustment Procedures (as hereinafter defined) are first applicable to the Company, the Directors shall designate a Person as the “Tax Matters Member” of the Company in accordance with Section 6231(a)(7) of the Code (prior to amendment by the Budget Act (as hereinafter defined) and any regulations issued thereunder. “Partnership Adjustment Procedures” means Code sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015 (the “Budget Act”), including any other Code provisions with respect to the same subject matter and any Treasury Regulations promulgated or proposed under any such sections and any administrative guidance with respect thereto. The Tax Matters Partner has the right and obligation to perform all actions authorized and required, respectively, by statute or regulation. The Directors shall have the authority to designate, remove and replace the Tax Matters Member.

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(c)    Partnership Representative. If, and to the extent that, provisions of the Budget Act apply to any audit of any income Tax Return of the Company (“Affected Tax Return”), then the following provisions shall apply:

(i)Designation of Partnership Representative. The Company (or its designee) shall be the “partnership representative” (the “Partnership Representative”) in connection with any audit of such Affected Tax Return and shall serve as Partnership Representative pursuant to the terms of this Agreement and the Partnership Adjustment Procedures that apply to audits conducted pursuant to the Budget Act including notifying the IRS of its designation as such, as may be necessary or appropriate under the Budget Act.

(ii)Authority of the Partnership Representative. To the maximum extent permitted under the Partnership Adjustment Procedures, the Partnership Representative shall have the exclusive right to control all income Tax issues relating to an Affected Tax Return, including, by way of illustration and not in limitation, the power and authority without the consent of any Member to:

(A)    enter into any agreement with the IRS to extend the period for assessing any Tax that is attributable to any item that may be the subject of an audit of an Affected Tax Return;

(B)    settle any audit of an Affected Tax Return with the IRS concerning the adjustment of any Company item;

(C)    commence or settle any Tax court case or other judicial or administrative proceeding with respect to any Affected Tax Return; or

(D)     elect to have the provisions of the Budget Act apply to any Tax Return of the Company for any Tax year that commences prior to 2018.

(iii)Liability to be Paid at the Company Level. Any tax liability determined pursuant to an audit of an Affected Tax Return shall be paid at the Company level. Notwithstanding any provision in this section to the contrary, to the extent permitted by the Partnership Adjustment Procedures, with respect to any taxable year of the Company subject to the Partnership Adjustment Procedures, a Partnership Representative shall not take any of the following actions:

(A)    Make an election to opt out of the application of the Partnership Adjustment Procedures under Code Section 6221; or

(B)    Make an election under Code Section 6226(a) to push out a tax liability; or

(C)    Request any modification to an imputed underpayment under Code Section 6225 without prior approval of the Directors.

(iv)Notices, Consent and Failure to Obtain Consent. The Partnership Representative shall keep the Members advised of any dispute the Company may have with any federal, state or local taxing authority.

(v)Indemnification of Tax Matters Member and Partnership Representative. The Company and the Members specifically acknowledge, without limiting the general applicability of this Section, that the Partnership Representative, or the designated individual, if any, shall not be liable, responsible or accountable in damages or otherwise to the Company or any Member with respect to any action taken by him or her in this capacity and shall indemnify the Tax Matters Partner, the Partnership Representative and the designated individual against any liabilities arising out of such service, as long as the Partnership Representative or the designated individual, as applicable, did not act in bad faith or gross negligence. All out of pocket expenses

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incurred by the Partnership Representative or the designated individual in this capacity shall be considered expenses of the Company for which the Partnership Representative, or the designated individual shall be entitled to full reimbursement.

ARTICLE 9

ASSIGNMENT OF UNITS; SUBSTITUTE MEMBERS;

ADDITIONAL MEMBERS

9.1Assignment of Units. Subject to Section 9.7 below, a Member may not Assign (as that term is defined below) any or all of the Member's Units, except in compliance with this Agreement and also only with the prior written approval of the Directors and in compliance and accordance with all such other policies and procedures as may be adopted from time to time by the Directors. The Directors may adopt and implement such policies and procedures (collectively, and as amended from time to time, the "Unit Assignment Policy") for any reasonable purpose, as determined by the Directors. A reasonable purpose shall in all events include prohibiting, restricting, limiting, delaying or placing conditions on any Assignment of any Units which, alone or together with any previous Assignments or other Assignments that are known or intended or that may reasonably be anticipated, would or might reasonably be determined to (i) violate or cause the Company to violate or to otherwise be in noncompliance with any applicable law, rule, regulation or order, including any foreign, federal, state or local securities law, rule, regulation or order; (ii) cause the Company to be taxed as a corporation for tax purposes, including by reason of Section 7704 of the Code; (iii) result in the termination of the Company or the Company's tax year for tax purposes, including under Section 708 of the Code, or cause the application to the Company of Sections 168(g)(1)(B) or 168(h) of the Code or similar or analogous rules; (iv) violate any term or condition of this Agreement, including Section 5.7; (v) violate or cause the Company to violate or to otherwise be in noncompliance with any law, rule, regulation or order applicable to the Company's selection or use of its then current Fiscal Year, including under Section 444 of the Code; (vi) require the Company to become licensed, registered or regulated as an investment company, a broker-dealer or any other form of regulated entity under any applicable foreign, federal, state or local law, rule, regulation or order; or (vii) create or result in any fractional Units. The Company shall make a copy of the then current Unit Assignment Policy available to each Member upon the Member's reasonable request from time to time.

An Assignment of a Unit does not entitle the assignee to vote the Units or to otherwise participate in the management of the Company, or to become or to exercise any voting or management rights of a member of the Company, but rather only entitles the assignee to receive the allocations and Distributions to which the assignor would have otherwise been entitled to with respect to such Unit, unless and until the assignee also complies with Section 9.2.

An Assignment of a Unit does not release the assignor from any debts, liabilities or obligations of the assignor to the Company.

The Company may, in its sole discretion, require the assignee and/or the assignor in each proposed Assignment to pay directly, or to reimburse the Company for, all fees, costs and expenses paid or incurred by the Company in connection with the Assignment, including legal and accounting fees.

The Directors shall not be required to act upon any proposed Assignment of any Unit until the next regularly scheduled meeting of the Directors which follows the date on which the Company receives a completed and executed unit assignment application from the assignor and the assignee and in form and content acceptable to the Directors. An Assignment of a Unit which is approved by the Directors shall be effective for all purposes (including for purposes of allocations and Distributions) as of the date determined by the Directors, but such date must be within 32 days of the date of the approval of the Assignment by the Directors.

The term "Assignment" means any sale, gift, bequest, assignment or other conveyance, transfer or disposition whatsoever of a Unit, or any right or interest in, under or arising from a Unit (including any

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right to receive any allocations or Distribution arising from any Unit), whether voluntarily or involuntarily, or by operation or any act or process of law or equity, or otherwise, and including the granting of a pledge, security interest or other lien or encumbrance in, on or against a Unit or the entering of a charging order under Section 489.503 of the Iowa Act and any action to enforce or realize upon, or the exercise of any rights or remedies whatsoever under or pursuant to, any such pledge, security interest, lien, encumbrance or charging order (including any sale of the Unit or taking possession of, or any other interest in, the Unit). The terms "Assigned", "Assign", "assignee" and "assignor" shall be interpreted and applied accordingly for purposes of this Agreement.

Without limiting the generality of this Section, and in further confirmation thereof, a transferable interest (as that term is defined in the Iowa Act) is not transferable and may not be Assigned by any Member, except pursuant to and upon the terms and conditions of this Agreement, and an Assignment includes any transfer, whether voluntarily or involuntarily, or by operation or act or process of law or equity, or otherwise, of a transferable interest. Any purported Assignment of a transferable interest that is not made in compliance with this Agreement shall be void and of no force or effect whatsoever. Again without limiting the generality of this Section, and in further confirmation thereof, any purported transfer of a transferable interest shall be deemed to be an Assignment of the entire underlying Unit or Units.

Although the entering into of a charging order under Section 489.503 of the Iowa Act, and any action to foreclose or otherwise enforce or realize upon any such charging order (whether by the judgment creditor or by action of any court or other applicable authority), is an Assignment, the Company shall also have the right to pay the judgment creditor under any such charging order the full amount due under the judgment of such judgment creditor and thereby succeed to the rights of the judgment creditor, including under the charging order, as provided in Section 489.503 of the Iowa Act.

9.2Right of Assignee to Become a Substitute Member. An assignee of a Unit pursuant to an Assignment made in accordance with Section 9.1 and the Unit Assignment Policy who is not already a Member at the effective time of the Assignment must become a Substitute Member with respect to the Unit by executing and delivering to the Company an addendum or agreement, in form and content acceptable to the Directors or the President, whereby, among such other terms as may be required by the Directors or the President, such assignee shall accept, adopt and otherwise become a party to the Certificate of Organization and this Agreement. No vote or consent of the Directors or the Members shall be necessary in order for such an assignee to become a Substitute Member; provided, however, that the assignee shall become a Substitute Member effective as of the date determined by the Directors, but such date must be within 32 days of the date the Directors receive the addendum or agreement contemplated by this paragraph.

An assignee of a Unit pursuant to an Assignment made in accordance with Section 9.1 and the Unit Assignment Policy and who is already a Member at the effective time of the Assignment shall become a Substitute Member with respect to the Unit effective immediately upon the effective time of the Assignment, and such assignee shall be conclusively deemed to have accepted the Unit subject to and upon the terms and conditions of the Certificate of Organization and this Agreement. The Directors or the President may, however, require such an assignee to execute and deliver to the Company an addendum or agreement, in form and content acceptable to the Directors or the President, whereby, among such other terms as may be required by the Directors or the President, such assignee confirms that the assignee has accepted, adopted and is a party to the Certificate of Organization and this Agreement.

An assignee who has become a Substitute Member has, with respect to the Units which have been Assigned to the assignee, all of the rights and powers, and is subject to all of the restrictions and liabilities, of a Member under the Certificate of Organization, this Agreement and the Iowa Act.

In the event an assignee is a minor or is otherwise legally unable to execute the addendum or agreement contemplated by this Section, the addendum or agreement shall be executed by the assignee's conservator or other guardian or legal representative.

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9.3Assignments Not In Compliance With this Agreement. An assignee of Units pursuant to an Assignment that was not made pursuant to and upon the terms and conditions of this Agreement and the Unit Assignment Policy shall not have any rights whatsoever as a Member (whether to receive allocations or Distributions, any notices to Members, to vote, or otherwise) unless and until such assignee has complied with the terms and conditions of this Agreement and the Unit Assignment Policy, and such Assignment shall be of no force and effect whatsoever until such compliance has been obtained and satisfied.

9.4Admission of Additional Members. Subject to Sections 4.16(e) and 4.17(b), the Directors may at any time and from time to time admit any Person as a Member by the sale and issuance of such number of Units to the Person and upon such other terms and conditions as are determined by the Directors, including the nature and amount of any Contribution to be made by the Person for such Units. A Person shall be admitted as a Member with respect to the Units in question upon receipt by the Company of (i) the Person's Contribution, if any, and (ii) an executed addendum or other agreement satisfactory to the Directors or the President whereby, among such other terms as may be required by the Directors or the President, the Person accepts, adopts and otherwise becomes a party to the Certificate of Organization and this Agreement; or at such earlier or later date as may be specified by the Directors at the time of acceptance of the Person's Contribution or the issuance of the Units to the Person. No subsequent Contributions may be required of any Member unless otherwise expressly agreed at the time of, or as imposed as a condition to, the issuance of Units to the Member in question.

9.5Allocations to Assignees and to Additional Members. No assignee of a Unit or Additional Member shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Directors may, at the Directors' option, at the time an assignee or Additional Member is admitted, close the Company books (as though the Company's tax year had ended) or make pro rata allocations of loss, income and expense deductions to the assignee or Additional Member for that portion of the Company's Fiscal Year in which the assignee or Additional Member, as the case may be, was admitted, in accordance with the provisions of Section 706(d) of the Code and the Treasury Regulations promulgated thereunder.

9.6Repurchase of Units by the Company. Any Member may at any time, but has no obligation to, tender any or all of the Units owned by that Member to the Company for purchase by the Company in accordance with the following:

(a)Any Member desiring to tender any of the Units owned by the Member to the Company (the "Tendering Member") must provide written notice of such desire to the Company (the "Tender Notice"). The Tender Notice must include, at a minimum, the name of the Tendering Member, the number of Units being tendered to the Company (the "Tendered Units"), and a statement that the tender is being made pursuant to this Section. The Company may require the Tender Notice to be on a form provided by the Company. A Tender Notice may be revoked at any time prior to the acceptance of the Tender Notice by the Company, by the Tendering Member providing written notice to that effect to the Company, but any such revocation notice shall only be deemed effective when received by the Company. The Company will consider Tender Notices in the order in which they are received by the Company.

(b)Subject to the satisfaction of the UMS Condition (as that term is defined in subparagraph (g) below), the Company shall have the right and option, but shall not be obligated, to purchase all, but not less than all, of the Tendered Units at any time within 45 days after the date on which the Company receives the Tender Notice. The Company may exercise such right and option by giving written notice thereof to the Tendering Member (the "Exercise Notice") at any time within such 45-day period. If the Company fails to give an Exercise Notice within that 45-day period, the Company shall be deemed to have declined to exercise its right and option to purchase the Tendered Units.

(c)If the Company elects to purchase the Tendered Units, the closing of the sale and purchase shall occur on the date specified by the Company in the Exercise Notice (the "Closing

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Date"); provided, however, that the Closing Date must be at least 60 calendar days after, and shall not be more than 90 calendar days after, the date on which the Company received the Tender Notice.

(d)The per-Unit purchase price for the Tendered Units shall be the Discounted Average UMS Price (as that term is defined below) during the calendar quarter last ended before the date on which the Company received the Tender Notice. The Discounted Average UMS Price shall accordingly only be established four times during the Company's taxable year.

(e)The aggregate purchasepricepayable bytheCompanyfortheTenderedUnitsshallbepayablebytheCompanyinfull,bycheckoftheCompany,ontheClosingDateuponreceiptofthecertificateor certificates fortheTenderedUnitsfromtheTenderingMember,dulyendorsedfortransferor accompanied byseparatetransferpowersinformandcontentacceptable to theCompany. TheTenderingMembershallbedeemed,bysubmittingtheTenderNoticetotheCompanyandbysurrenderingthecertificatesfortheTenderedUnitstotheCompany,torepresentandwarranttotheCompanythatalloftheTenderedUnitsarebeingsoldandtransferredtotheCompanyfreeandclearofanyandallliens,restrictionsontransferability,reservations,securityinterests,pledgeagreements,buy-sellagreements,taxliens,charges,contractsofsale,votingagreements,votingtrusts,options,proxiesandotherclaims,demands,encumbrancesandrestrictionswhatsoever.TheTenderingMembershalldefend,indemnifyandholdtheCompanyharmlessfrom and against any suit, action, proceeding,claim,counterclaim,loss,liability,damage,amount,costand/orexpense(includingcourtcostsandattorneys'fees)inanywayrelatedto,connectedwithorarisingorresulting from any breachofthatrepresentationandwarrantybytheTendering Member.

(f)The term "Discounted Average UMS Price" means the amount determined by subtracting (1) the amount which is twenty percent (20%) of the UMS Average Price (as that term is defined below), from (2) the UMS Average Price. The term "UMS Average Price" means the amount determined by dividing (1) the aggregate amount paid by all buyers of Units pursuant to the Unit Matching Service (as that term is defined below) of the Company in transactions which closed during the calendar quarter last ended before the date on which the Company received the Tender Notice, by (2) the aggregate number of Units sold to those buyers. The term "Unit Matching Service" means the unit matching service as made available by the Company from time to time on the Company's website. The Company has no obligation, however, to continue to maintain the Unit Matching Service.

(g)The Company's right and option to purchase any Tendered Units pursuant to this Section is conditioned upon there having been at least two sales of Units pursuant to the Unit Matching Service which closed during the applicable calendar quarter (the "UMS Condition"), and if the UMS Condition is not satisfied and met, the Tender Notice shall be deemed to be of no force or effect and the Company shall notify the Tendering Member of such fact.

This Section is intended to constitute a redemption or repurchase agreement under Section 1.7704-1(f) of the Treasury Regulations, as amended from time to time, and is intended to, and shall be interpreted so as to, meet the requirements of Section 1.7704-1(f) of the Treasury Regulations. Without limiting the Company's right to decline to purchase any Tendered Units, for any reason and in the Company's sole discretion, the Company may decline to purchase any Tendered Units pursuant to this Section if such purchase would cause a violation of Section 1.7704-1(f) of the Treasury Regulations.

9.7Transfer of Class A Units. Notwithstanding any provision of this Agreement to the contrary, the provisions of Sections 9.1, 9.2, and 9.3, shall not apply to the Assignment of any Class A Units, provided that such Assignment (i) is permitted under the Securities Act and other applicable federal and state securities laws and (ii) shall not cause the Company to lose its status as a partnership for federal income tax purposes.

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ARTICLE 10

DISSOLUTION AND WINDING UP

10.1Dissolution. Subject to Class A Member approval in accordance with Section 4.17(j), the Company shall be dissolved, and its activities shall be wound up, upon the occurrence of any of the following events:

(a)at the time or on the happening of an event expressly and affirmatively specified in the Iowa Act to cause dissolution, and which the Iowa Act expressly and affirmatively provides cannot be varied, waived or altered, which as of the date of this Agreement were the events specified in Sections 489.701(1)(d), 489.701(1)(e) and 489.705 of the Iowa Act, but, with respect to Section 489.705, subject to the Company's rights under Sections 489.706 and 489.707 of the Iowa Act; or

(b)upon the affirmative vote of the Members taken or obtained in accordance with Article 6. This paragraph supersedes and overrides in entirety Section 489.701 of the Iowa Act.

Upon dissolution, the Company shall wind up its activities, and the Company continues after dissolution only for the purposes of winding up. In winding up the Company's activities, the Company shall discharge the Company's debts, obligations or other liabilities, settle and close the Company's activities, and marshal and distribute the assets of the Company. The Company may also engage in and take any or all of the actions permitted by Sections 489.702, 489.703 and 489.704 of the Iowa Act.

10.2Distribution of Assets Upon Dissolution or Deemed Liquidation. Upon the winding up of the Company or the occurrence of any Deemed Liquidation Event (as defined under Section 10.3), the assets of the Company shall be distributed in the following order:

(a)to creditors, including Members who are creditors (to the extent permitted by applicable law), in satisfaction of the liabilities of the Company;

(b)100% to the Class A Members in proportion to, and to the extent of, their respective Capital Contributions, reduced by the amount of distributions received by such Class A Members pursuant to Section 8.2 (“Class A Unreturned Contributions”), until such time as all Class A Unreturned Contributions have been reduced to zero;

(c)100% to the Class B Members in proportion to, and to the extent of, their respective Capital Contributions, reduced by the amount of distributions received by such Class B Members pursuant to Section 8.2) (“Class B Unreturned Contributions”), until such time as all Class B Unreturned Contributions have been reduced to zero;

(d)to all Members (Common, Class A, and Class B), pro rata based upon the respective number of Units held by the Members.

The Directors shall have the authority to make the determination of whether the distribution of assets under this Section to creditors, or any Distributions under this Section to the Members, shall be made in the form of cash, property or otherwise.

10.3“Deemed Liquidation Event”. For purposes of this Agreement, each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least fifty percent (50%) of the outstanding Class A Units elect otherwise by written notice sent to the Company prior to the effective date of any such event:

(a)    a merger or consolidation in which

(i)    the Company is a constituent party or

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(ii)     a subsidiary of the Company is a constituent party and the Company issues any class of membership units pursuant to such merger or consolidation,

except any such merger or consolidation involving the Company or a subsidiary in which the membership units of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for any class of membership units that represent, immediately following such merger or consolidation, at least a majority, by voting power, of all classes of the membership units of (1) the surviving or resulting company; or (2) if the surviving or resulting company is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the parent company of such surviving or resulting company; or

(b)    (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or (2) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

10.4Statement of Dissolution or Termination; Post-Dissolution Statement of Authority. When all debts, liabilities and obligations of the Company have been paid and discharged or reasonably adequate provisions therefor have been made and all of the remaining property and assets of the Company have been distributed to the Members, a statement of dissolution and/or statement of termination and any other necessary or appropriate documents, as determined by the Directors, shall be executed and filed with the Iowa Secretary of State and with such other governmental, regulatory or other authorities as are determined by the Directors. Thereafter, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as may be expressly provided in the Iowa Act. The Directors and the officers of the Company shall have authority to distribute any property or assets of the Company discovered after dissolution, convey real estate and take all such other action as the Directors or the officers may determine to be necessary or appropriate on behalf of and in the name of the Company.

After a statement of dissolution becomes effective, the Directors or officers of the Company may execute and file or record with the Iowa Secretary of State and all such other governmental, regulatory or other authorities as are determined by the Directors or the officer in question, a post-dissolution statement of authority in a form permitted by the Iowa Act. The Directors or the officers of the Company may also execute and file or record such amendments to or cancellations of any such post-dissolution statement of authority as are determined by the Directors or the officers from time to time.

10.5Winding Up. Upon dissolution, each Member shall look solely to the assets of the Company for the return of the Member's Capital Account or to pay any Distributions owed to the Member. If the Company property remaining after the payment or discharge of the debts, liabilities and obligations of the Company is insufficient to return the Capital Account of a Member, or to pay any Distributions owed to the Member, such Member shall have no recourse against the Company, any Director, any officer of the Company or any other Member. No Member shall be required to restore any deficit in the Member's Capital Account and any such deficit shall not be treated as an asset of the Company.

The winding up of the affairs of the Company and the distribution of its property and assets shall be conducted exclusively by the Directors and the officers of the Company, and the Directors and the officers of the Company are hereby authorized to take all actions necessary or appropriate to accomplish such winding up and distribution, including selling any property or assets of the Company which the

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Directors or any officer deem necessary or appropriate to sell and the actions permitted by Sections 489.702, 489.703 and 489.704 of the Iowa Act.

ARTICLE 11

STANDARDS OF CONDUCT FOR DIRECTORS AND MEMBERS

11.1Standards For Directors. The only fiduciary duties a Director owes to the Company and the Members are the duty of loyalty and the duty of care set forth in the following subparagraphs (a) and (b):

(a)A Director's duty of loyalty to the Company and the Members is limited to the following:

(i)To account to the Company and to hold as trustee for the Company any property, profit or benefit derived by the Director regarding any of the following: (1) in the conduct or winding up of the Company's activities; (2) from a use by the Director of the Company's property; or (3) from the appropriation of a Company opportunity;

(ii)To refrain from dealing with the Company in the conduct or winding up of the Company's activities as or on behalf of a Person having an interest adverse to the Company; and

(iii)To refrain from competing with the Company in the conduct of the Company's activities before the dissolution of the Company;

provided, however, that (1) the Directors who are not interested in the specific act or transaction in question may, by the vote of a majority of those Directors, authorize or ratify, after full disclosure of all material facts, a specific act or transaction that would otherwise violate the above described duty of loyalty; (2) the Members who are not interested in the specific act or transaction in question may, by the vote of such Members who hold at least a majority of the outstanding Units held by such Members, authorize or ratify, after full disclosure of all material facts, a specific act or transaction that would otherwise violate the above described duty of loyalty; (3) it is a defense to a claim under subclause (ii) immediately above, and any comparable claim in equity or at common law, that the transaction was fair to the Company; and (4) the duty stated under subclause (iii) immediately above continues only until the winding up of the Company is completed.

(b)A Director's duty of care to the Company and the Members in the conduct and winding up of the Company's activities is to act with the care that a Person in a like position would reasonably exercise under similar circumstances and in a manner the Director reasonably believes to be in the best interests of the Company. In discharging this duty, a Director may rely in good faith upon opinions, reports, statements or other information provided by another Person that the Director reasonably believes is a competent and reliable source for the information.

In addition, a Director satisfies the above referenced duty of care if all of the following apply: (1) the Director is not interested in the subject matter of the business judgment; (2) the Director is informed with respect to the subject of the business judgment to the extent the Director reasonably believes to be appropriate in the circumstances; and (3) the Director has a rational basis for believing that the business judgment is in the best interests of the Company.

Notwithstanding anything which may appear to be to the contrary in the foregoing, a Director's duty of loyalty and duty of care to a Member is subject to Section 489.901(2) of the Iowa Act, and a Person challenging a Director's business judgment has the burdens of proof set forth in Section 489.409(7)(b) of the Iowa Act.

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Notwithstanding anything which may appear to be to the contrary in Sections 11.1(a) and (b), the provisions of this Section 11 do not prevent Class A Members from engaging in the same business as the Company. The Members acknowledge that, in connection with the execution of this Agreement, the Company is entering into certain other Transaction Documents, pursuant to and as defined under that certain Class A Membership Unit Purchase Agreement between the Company and the Class A Member, including without limitation an Amended and Restated Management Services Agreement between the Class A Member and the Company (collectively, the “Class A Agreements”), and the Members agree that the execution and performance of the Class A Agreements, and any actions taken by the Class A Directors for the benefit of the Class A Member in connection with such Class A Agreements, shall not be in violation of any duty owed by the Class A Directors.

A Director shall also discharge the Director's duties under the Iowa Act and this Agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. The determination of whether a Director has met the obligation of good faith and fair dealing with respect to any particular matter shall be determined utilizing, and based on, a subjective standard based solely upon the actual knowledge and intent of the Director in question, and not based on a reasonableness, objective or other third party or general standard.

A Director does not violate a duty or obligation under the Iowa Act or under this Agreement merely because the Director's conduct furthers the Director's own interest.

The Company and the Members expressly state and agree that any and all exclusions, restrictions and/or limitations on or of, or any eliminations of, any of the duties or obligations of the Directors as set forth in this Section are not manifestly unreasonable and are consistent with the intent and desire of the Company and the Members.

11.2Limitation of Liability of Directors. In addition to the exclusions, restrictions, limitations and protections provided in Section 11.1, a Director shall not be liable to the Company or to the Members for money damages, except only for any of the following: (i) a breach of the duty of loyalty as specified in Section 11.1(a); (ii) a financial benefit received by the Director to which the Director is not entitled; (iii) a breach of a duty under Section 489.406 of the Iowa Act; (iv) intentional infliction of harm on the Company or a Member; or (v) an intentional violation of criminal law. If the Iowa Act or other applicable law is hereafter amended to authorize the additional or further elimination of or limitation on the liability of managers, then the liability of a Director, in addition to the elimination of and limitation on personal liability provided in this Section, shall be eliminated and limited to the extent of such amendment, automatically and without any further action, to the maximum extent permitted by law. Any repeal or modification of this Section or the provisions of the Iowa Act with respect to this Section shall be prospective only, and shall not adversely affect any elimination of or limitation on the personal liability, or any other right or protection, of a Director with respect to any state of facts existing at or prior to the time of such repeal or modification.

11.3Standards of Conduct for Members. A Member shall discharge the Member's duties under the Iowa Act and this Agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. A Member does not, however, have any fiduciary duty to the Company or to any other Member solely by reason of being a member of the Company, and a Member may, subject to any prohibitions, restrictions or other limitations set forth in any other agreement between the Member and the Company, engage in other business and activities in addition to being a member of the Company.

ARTICLE 12

INDEMNIFICATION

The Company shall reimburse for any payment made by, and indemnify for any debt, obligation or other liability incurred by, a Director or officer of the Company in the course of the Director's or the officer's activities on behalf of the Company, and shall otherwise indemnify and advance or reimburse

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expenses to each Director and officer of the Company for liability incurred by them in such capacities, or arising out of their status as such, to the full and maximum extent authorized or permitted by the Iowa Act or other applicable law. This Article does not limit or otherwise affect any provisions of this Agreement (including Sections 8.3, 8.4 and 11.1) which provide for any elimination of, or any restriction or limitation on, any duties or obligations otherwise imposed under Sections 489.405 or 489.409 of the Iowa Act.

If the Iowa Act or other applicable law is hereafter amended to authorize broader, additional or further indemnification, then the indemnification obligations of the Company shall be deemed to be amended automatically, and without any further action, to require indemnification and advancement and reimbursement of funds to pay for or reimburse expenses of the Directors and the officers of the Company to the full and maximum extent then permitted by law. Any repeal or modification of this Article or any other applicable provision of this Agreement, the Iowa Act or other applicable law shall not limit or adversely affect any indemnification or other obligations of the Company under this Article with respect to any acts or omissions occurring, in whole or in part, on or at any time prior to, or any state of facts existing, in whole or in part, on or at or any time prior to, the time of such repeal or modification. Each Person who is now serving or who shall hereafter serve as a Director or an officer of the Company shall be deemed to be doing so in reliance upon the rights provided for in this Article, and such rights shall continue as to a Person who has ceased to be a Director or an officer of the Company, as the case may be, and shall inure to the benefit of the heirs, executors, legal or personal representatives, administrators and successors of such Person. If this Article or any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Director and officer of the Company to the full and maximum extent permitted by any portion of this Article that shall not have been invalidated.

Except only as may be limited by the express and affirmative requirements of the Iowa Act, the indemnification and advancement and reimbursement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights which a Director or an officer of the Company may have or hereafter acquire or become entitled to under any law or regulation, the Certificate of Organization, this Agreement or another agreement, vote of the Directors, vote of the Members or otherwise.

The Company may, by action of the Directors, provide indemnification to such of the Members, employees and agents of the Company, and to such extent and to such effect, as the Directors may from time to time determine to be appropriate.

The Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was a Director, Member, officer, employee or agent of the Company, or while a Director, Member, officer, employee or agent of the Company, is or was serving at the request of the Company as a manager, member, director, officer, partner, trustee, employee or agent of a limited liability company, corporation, partnership, limited partnership, joint venture, trust, employee benefit plan or other Person, against any liability asserted against such Person or incurred by such Person in such capacity, or arising from or out of such Person's status as such, and whether or not the Company could, under the Iowa Act, eliminate or limit such Person's liability to the Company for the conduct giving rise to the liability, or would have the power to indemnify such Person against such liability under the provisions of this Article, the Iowa Act or otherwise. The Company may create a trust fund, grant a security interest and/or use other means (including letters of credit, surety bonds and/or similar arrangements), as well as enter into contracts providing for indemnification to the maximum extent permitted by law and including as a part thereof any or all of the foregoing, to ensure the payment of such sums as may be necessary to effect full indemnification. The Company's obligation to make indemnification and to pay expenses pursuant to this Article shall be in excess of any insurance purchased and maintained by the Company. To the extent that indemnity or expenses of a Person entitled to indemnification and payment of expenses pursuant to this Article are paid on behalf of or to such Person by such insurance, such payments shall be deemed to be applied towards satisfaction of the Company's obligation to such Person to make indemnification and to pay expenses pursuant to this Article.

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All references to "indemnify", "indemnification" and other variations of those words in this Article are intended to include the advancement and/or reimbursement of the costs and expenses of the Director, officer or other Person in question.

ARTICLE 13

MISCELLANEOUS PROVISIONS

13.1Notices. Subject to the last paragraph in this Section, all notices, demands, requests and other communications desired or required to be given under this Agreement ("Notices"), shall be in writing and shall be given by:

(i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, addressed to the address for Notices.

Subject to the last paragraph in this Section, all Notices shall be deemed given and effective upon the earlier to occur of: (i) the hand delivery of the Notice to the address for Notices; (ii) one business day after the deposit of the Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (iii) three business days after depositing the Notice in the United States mail as set forth in the preceding paragraph.

Subject to the last paragraph in this Section, all Notices to a Director or a Member shall be addressed to the address of the Director or the Member, as the case may be, as it appears in the Company's records, and all Notices to the Company shall be sent to both the principal office and to the registered agent and office of the Company as set forth in the records of the Iowa Secretary of State, or to such other Persons or at such other place as the Director, the Member or the Company, as the case may be, may by Notice designate as a place for service of Notice.

Notwithstanding the foregoing or any other term or condition of this Agreement, or otherwise, which may appear to be to the contrary, any notice, demand, request or other communication desired or required to be given by the Company under this Agreement may be given by the Company to a Director or to a Member by any form of electronic transmission, and any notice given by any form of electronic transmission shall be deemed to be the equivalent of written notice for all purposes, and such electronic transmission and notice shall be deemed to be given and effective upon the Company's transmission thereof to the Director or the Member in question. An electronic transmission may include any process of communication not involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient, and shall include e-mail to the last e-mail address as may from time to time be supplied to the Company by any Director or Member. Each Director and Member shall be responsible for notifying the Company in writing of any change in the e-mail address of such Director or Member. Notwithstanding any term or condition of this Agreement or otherwise which may appear to be to the contrary, any written consent or written action by any Director or by any Member may also be given and received by the Company and by the Director or the Member, as the case may be, by any form of electronic transmission.

13.2Application of Iowa Law. This Agreement is entered into and performable in material part in Iowa, and the application and interpretation hereof shall be governed by and construed in accordance with the laws of the State of Iowa, and, subject to the following, specifically the Iowa Act, but without regard to provisions thereof relating to conflicts of law or choice of law.

Without limiting Section 13.11, any statements in this Agreement that provide that certain sentences, sections or other provisions of this Agreement supersede and override certain provisions or sections of the Iowa Act are not intended to be exclusive statements regarding that issue, and other sentences, sections and provisions of this Agreement also supersede and override various provisions or sections of the Iowa Act, with it being the intent and desire of the Company and the Members that the Certificate of Organization and this Agreement shall be the sole and exclusive statement and agreement by and among the Members and between the Members and the Company and that the Certificate of

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Organization and this Agreement therefore override and supersede the Iowa Act to full and maximum extent permitted by the Iowa Act. Without limiting the generality of the foregoing, in the event of any conflict or inconsistency between any of the terms and conditions of this Agreement and the Iowa Act, the terms and conditions of this Agreement are intended by the Company and the Members to govern and control to the full extent of such conflict or inconsistency.

13.3Execution of Additional Instruments; Power of Attorney to Directors. Each Member agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments that are necessary to comply with any laws, rules or regulations, or to evidence the authority of the Directors or the officers of the Company under this Agreement.

Without limiting the generality of the foregoing, and in addition thereto, each Member hereby constitutes and appoints each and all of the Directors, acting singly or together, as the Member's true and lawful agent and attorney in fact, with full power and authority and in such Member's name, place and stead, to make, execute, acknowledge, deliver, file and record all such documents and instruments as may be appropriate to carry out the intent and purposes of this Agreement or the business and affairs of the Company, including any amendments or restatements of this Agreement or the Certificate of Organization as may be approved or adopted by the Directors and/or the Members from time to time in accordance with this Agreement. The foregoing power of attorney is coupled with an interest and shall be irrevocable and survive the death or incapacity of each Member, may be exercised by the Directors by a single signature of a Director acting as attorney in fact for all of the Members, and shall survive any Assignment of Units by a Member.

13.4Construction. Words and phrases in this Agreement shall be construed as in the singular or plural number, and as masculine, feminine or neutral gender, according to the context, including all references to "Directors" or "Director" or to "Members" or "Member" during any period of time that the Company only has, respectively, one Director or one Member. The use of the words "herein", "hereof", "hereunder" and other similar compounds of the word "here" refer to this entire Agreement and not to any particular article, section, paragraph or provision. Any reference in this Agreement to an "Article", a "Section" or a "Schedule" is to the article, section or schedule of this Agreement, unless otherwise expressly indicated. The words "include", "includes" and "including" are used in this Agreement in a nonexclusive manner and fashion, that is so as to include, but without limitation, the items, facts, acts or matters in question. Any reference in this Agreement to a section of the Iowa Act, the Code, the Treasury Regulations, or the Exchange Act, or to a rule under the Exchange Act, shall, unless otherwise expressly provided in this Agreement, be a reference to such section or rule as amended from time to time and to any successor section or rule or redesignated section or rule. This Agreement shall not be construed more strongly against the Company or any Director or Member regardless of who was more responsible for its preparation.

13.5Headings and Captions. The headings, captions or titles of articles, sections and paragraphs in this Agreement are provided for convenience of reference only, and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and such titles or captions do not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms or conditions.

13.6No Waiver. No failure or delay on the part of the Company, any Director, any officer of the Company or any Member in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Except as may be otherwise provided in this Agreement, the remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be available to the Company, any Director, any officer of the Company or any Member at law, in equity or otherwise.

13.7Severability. In the event any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue to be valid and enforceable. In the event any provision of this Agreement is

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held to be invalid, illegal or unenforceable as written, but valid, legal and enforceable if modified, then such provision shall be deemed to be amended to such extent as shall be necessary for such provision to be valid, legal and enforceable and it shall be enforced to that extent. Any finding of invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.8Binding Effect on Heirs, Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Company, the Directors, the officers of the Company, the Members and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Company, the Directors, the officers of the Company, the Members, and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, any rights, remedies, liabilities or obligations under or by reason of this Agreement.

13.9Creditors. Without limiting Section 13.8, none of the provisions of this Agreement are for the benefit of, or are enforceable by, any creditor of the Company.

13.10Counterparts. This Agreement may be executed by one or more of the Members on any number of separate counterparts or addendums (including by e-mail or facsimile transmission), and said counterparts and addendums taken together shall be deemed to constitute one and the same agreement.

13.11Entire Agreement. Without limiting Section 13.2, the Certificate of Organization, this Agreement, the Unit Assignment Policy, any statements of authority that are executed pursuant to Sections 4.1 or 10.3 and any exhibits and schedules to this Agreement constitute the entire agreement pertaining to the subject matters of this Agreement and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings in connection with the subject matters of this Agreement. Any exhibits and schedules are incorporated into this Agreement as if set forth in their entirety and constitute a part of this Agreement. This Agreement supersedes and replaces in entirety the Prior Operating Agreement.

13.12Indemnification; Specific Performance. Each Member shall defend, indemnify and hold the Company, the Directors and each of the other Members harmless from and against any suit, proceeding, action, claim, counterclaim, loss, liability, damage, cost and/or expense (including attorneys' fees and court costs) in any way related to, connected with or arising or resulting from any misrepresentation or any breach or nonfulfillment of, or default under, any term or condition of this Agreement by the Member, including any breach or nonfulfillment of, or default under, Article 9.

Each Member respectively acknowledges and agrees that the Company shall be entitled to, and hereby instructs and directs any court or other authority to grant the Company, specific performance of the duties and obligations of the Member under Section 5.7 and Article 9.

13.13Consent to Jurisdiction. The Company, each Director, each officer of the Company and each Member hereby submit to the non-exclusive jurisdiction of any United States or Iowa court sitting in Story County, Iowa or Polk County, Iowa in any action or proceeding arising out of or relating to this Agreement, and the Company, each Director, each officer of the Company and each Member hereby agree that all claims in respect of any such action or proceeding may be heard and determined in any such United States or Iowa court. The Company, each Director, each officer of the Company and each Member waive any objection, including any objection to the laying of venue or based on the grounds of forum nonconveniens, which they may now or hereafter have to the bringing of any such action or proceeding in any such court. The Company, each Director, each officer of the Company and each Member consent to the service of any and all process in any such action or proceeding brought in any such court by the delivery of copies of such process to them at the address specified for Notices for them.

13.14Waiver of Action for Partition. Each Member unconditionally and irrevocably waives any right that the Member may have to maintain any action for partition with respect to any of the assets or properties of the Company.

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13.15Waiver of Jury Trial. The Company, each Director, each officer of the Company and each Member hereby waive any right to a jury trial with respect to and in any action, proceeding, suit, claim, counterclaim, demand or other matter whatsoever arising out of this Agreement.

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IN WITNESS WHEREOF, this Agreement is made and entered into effective as of the [1st day of April], 2020.

MEMBERS

By:    /s/ Jeff Taylor                

Jeff Taylor, Director and

as Attorney In Fact for the Members

[SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED OPERATING

AGREEMENT OF

LINCOLNWAY ENERGY, LLC DATED AS OF

APRIL 1, 2020]

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APPENDIX A

Membership Units Issued and Outstanding

As of April 1, 2020

Class	Number of Units	Percentage Interest
Common	42,049	50%
Class A	42,049	50%
Class B	-	-

Board of Directors

Elected:

Jeff Taylor –     most recently elected at the 2017 annual meeting for a three year term (expiring at 2020 annual meeting)

Bill Couser –     most recently elected at the 2018 annual meeting for a three year term (expiring at the 2021 annual meeting)

Rick Vaughan –     most recently elected at the 2018 annual meeting for a three year term (expiring at the 2021 annual meeting); reclassified by Board of Directors to a term expiring at the 2022 annual meeting (to provide for staggered terms)

Class A Directors:

Robert Brummels

Dan Heard

James Krause            

Marvin Stech

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LINCOLNWAY ENERGY, LLC

UNIT ASSIGNMENT POLICY

(As amended on November 10, 2010)

The Directors of Lincolnway Energy, LLC (the "LLC") have adopted the following as the Unit Assignment Policy of the LLC as contemplated by and for purposes of the Fourth Amended and Restated Operating Agreement of the LLC (as amended or restated from time to time, the "Operating Agreement"). Any words or terms which are used in this Unit Assignment Policy and that are defined in the Operating Agreement of the LLC shall have those same meanings as used in and for purposes of this Unit Assignment Policy, including, for example, the words "Assignment", "Assigned", "Assign", "assignee", "assignor", "Code", "Directors" and "Units". This Unit Assignment Policy shall not apply to Class A Units or Class A Members, which shall be governed by the express provisions of the Operating Agreement, including Section 9.7 of the Operating Agreement.

As provided in the Operating Agreement, an Assignment includes any sale, gift, bequest, assignment or other conveyance, transfer or disposition whatsoever of a Unit, or any right or interest in, under or arising from a Unit (including any right to receive any Distribution arising from any Unit), whether voluntarily or involuntarily, or by operation or any act or process of law or equity, or otherwise, and including the granting of a pledge, security interest or other lien or encumbrance in, on or against a Unit or the entering of a charging order under Section 489.503 of the Iowa Act and any action to enforce or realize upon, or the exercise of any rights or remedies whatsoever under or pursuant to, any such pledge, security interest, lien, encumbrance or charging order (including any sale of the Unit or taking possession of, or any other interest in, the Unit). Without limiting the generality of the foregoing, and in further confirmation thereof, any purported transfer of a transferable interest (as that term is defined in the Iowa Act) is an Assignment of the entire underlying Unit or Units.

All Assignments of any Units must be made in accordance with the Operating Agreement, and also only with the prior written approval of the Directors. The Directors may prohibit, restrict, limit, delay or place conditions on any proposed Assignment of any Units for any reasonable purpose, as determined by the Directors. A reasonable purpose shall in all events include, without limitation, prohibiting, restricting, limiting, delaying or placing conditions on any Assignment of any Units which, alone or together with any previous Assignments or other Assignments that are known or intended or that may reasonably be anticipated, would or might reasonably be determined to:

(a)violate or cause the LLC to violate or to otherwise be in noncompliance with any applicable law, rule, regulation or order, including any foreign, federal, state or local securities law, rule, regulation or order;

(b)cause the LLC to be taxed as a corporation for tax purposes, including by reason of Section 7704 of the Code;

(c)result in the termination of the LLC or the LLC's tax year for tax purposes, including under Section 708 of the Code, or cause the application to the LLC of Sections 168(g)(1)(B) or 168(h) of the Code or similar or analogous rules;

(d)violate any term or condition of the Operating Agreement, including Section 5.7;

(e)violate or cause the LLC to violate or to otherwise be in noncompliance with any law, rule, regulation or order applicable to the LLC's selection or use of its then current Fiscal Year, including under Section 444 of the Code;

(f)require the LLC to become licensed, registered or regulated as an investment company, a broker- dealer or any other form of regulated entity under any applicable foreign, federal, state or local law, rule, regulation or order; or

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(g)create or result in any fractional Units.

The assignor and assignee in each proposed Assignment shall provide the LLC with a Unit Assignment Application in a form provided by the LLC, and with all such other documents, instruments and information as are deemed to be necessary or appropriate from time to time by the Directors, including (i) the assignee's taxpayer identification number; (ii) the information necessary to determine the assignee’s initial tax basis in the Units which were Assigned to the assignee; (iii) all information necessary or appropriate for the LLC to be able to file all required tax returns and other legally required information statements or returns; (iv) evidence that the assignee is properly authorized to acquire the Units and to become a Member and that the assignor is authorized to Assign the Units to the assignee; and (v) a copy of the agreement between the assignee and the assignor. The agreement between the assignor and the assignee must acknowledge the requirements of the Operating Agreement and this Unit Assignment Policy.

The LLC reserves the right to require the assignor and/or the assignee in each proposed Assignment to provide the LLC with an opinion of counsel for the LLC or for the assignor and/or the assignee, in form and content acceptable to the LLC, to the effect that the proposed Assignment shall not have or cause any of the results or effects described in subparagraphs (a) through (g) above in this Unit Assignment Policy.

The LLC also reserves the right to require the assignor and/or the assignee in each proposed Assignment to pay directly or to reimburse the LLC for all fees, costs and expenses paid or incurred by the LLC in connection with the Assignment, including legal and accounting fees.

An Assignment of a Unit may be made pursuant to and upon the terms and conditions of any unit matching service as may be made available from time to time by the LLC on the website of the LLC in accordance with Section 1.7704-1(g) of the Treasury Regulations.

An Assignment of a Unit may be made to the LLC in accordance with Section 9.6 of the Operating Agreement.

The Directors are not required to act upon any proposed Assignment of any Unit until the next regularly scheduled meeting of the Directors which follows the date on which the LLC receives a completed and executed Unit Assignment Application from the assignor and the assignee in form and content acceptable to the Directors.

An Assignment of a Unit which is approved by the Directors shall be effective for all purposes (including for purposes of allocations and Distributions) as of the date determined by the Directors, but such date must be within 32 days of the date of the approval of the Assignment by the Directors.

The effect of an Assignment which is approved by the Directors shall be governed by the Operating Agreement, and an assignee must become a Substitute Member in accordance with the terms of the Operating Agreement.

DOCS/2435678.6

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EX-99.4

FIFTH AMENDED AND RESTATED OPERATING AGREEMENT

OF

LINCOLNWAY ENERGY, LLC

THIS FIFTH AMENDED AND RESTATED OPERATING AGREEMENT ("Agreement") of Lincolnway Energy, LLC (the "Company") is effective as of __________, 2022.

RECITALS:

A.The Members have elected to have the Company be subject to the Iowa Act (as that term is defined in Section 1).

B.As part of that election, the Members desire to enter into this Agreement to, in general, govern the relations among the Members and between the Members and the Company, the rights and duties of the Directors, the activities of the Company, and the conduct of those activities, and to supersede and replace in entirety the Fourth Amended and Restated Operating Agreement of the Company dated as of April 1, 2020 (the "Prior Operating Agreement").

NOW, THEREFORE, in consideration of the Recitals and the mutual agreements set forth in this Agreement, the Members agree as follows:

ARTICLE 1

DEFINITIONS

1.1Definitions. The following terms shall have the following meanings for purposes of this Agreement:

(a)Additional Members. The term "Additional Members" means, collectively, all Persons who are issued Units (as that term is defined below) and are admitted as a Member pursuant to the procedures set forth in Section 9.4. The term "Additional Member" means any one of the Additional Members.

(b)Adjusted Capital Account. The term "Adjusted Capital Account" means, with respect to each Member, the Member's Capital Account (as that term is defined below) as adjusted by the items described in Sections 1.704-2(g)(1), 1.704-2(i)(5) and 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations (as that term is defined below).

(c)Agreement. The term "Agreement" means this Fifth Amended and Restated Operating Agreement, as the same may be amended or restated from time to time in accordance with this Agreement.

(d)Capital Account. The term "Capital Account" means, with respect to each Member, the capital account of the Member at the particular time in question, as maintained and adjusted up to the particular time in question pursuant to Section 7.3.

(e)Certificate of Organization. The term "Certificate of Organization" means the certificate of organization or restated certificate of organization, as the case may be, of the Company, as the same may be amended or restated from time to time in accordance with this Agreement, with the Certificate of Organization as of the date of this Agreement being the Restatement of the Certificate of Organization dated the same date as this Agreement.

(f)Class A Member. The term “Class A Member” means a Member holding Class A Units.

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(g)Class A Units. The term “Class A Units” means the Units having the privileges, preferences, and rights specified with respect to “Class A Units” in this Agreement, including those described in Section 7.1(c)(2).

(h)Class B Member. The term “Class B Member” means a Member holding Class B Units.

(i)Class B Units. The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

(j)Class C Member. The term “Class C Member” means a Member holding Class C Units.

(k)Class C Units. The term “Class C Units” means the Units having the privileges, preferences, and rights specified with respect to “Class C Units” in this Agreement, including those described in Section 7.1(c)(4).

(l)Class D Member. The term “Class D Member” means a Member holding Class D Units.

(m)Class D Units. The term “Class D Units” means the Units having the privileges, preferences, and rights specified with respect to “Class D Units” in this Agreement, including those described in Section 7.1(c)(5).

(n)Code. The term "Code" means the United States Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding United States federal revenue laws.

(o)Common Member. The term “Common Member” means a Member holding Common Units.

(p)Common Units. The term “Common Units” means the Units having the privileges, preferences, and rights specified with respect to “Common Units” in this Agreement, including those described in Section 7.1(c)(1).

(q)Contribution. The term "Contribution" means any benefit provided by a Member to the Company in order to become a member of the Company, whether upon or after the formation of the Company, or otherwise in the Member's capacity as a member of the Company. A Contribution may consist of tangible or intangible property or any other benefit to the Company which is acceptable to the Directors, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.

(r)Deemed Liquidation Event. The term “Deemed Liquidation Event” shall be defined as set forth in Section 10.3.

(s)Director. The term "Director" means any one of the individuals who are elected or appointed as a director from time to time in the manner provided in this Agreement, and shall include both Elected Directors and Class A Directors as set forth in Section 4.2. The term "Directors" means the number of such directors as is specified or contemplated by the particular provision of this Agreement which is in question. As provided in Section 4.21, the Directors are synonymous with, and shall be deemed for all purposes to be the same as, "managers" for purposes of the Iowa Act (as that term is defined below) and the Certificate of Organization.

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(t)Distribution. The term "Distribution" means a transfer of money or property by the Company to a Member on account of a Unit.

(u)Fiscal Year. The term "Fiscal Year" means the Company's fiscal year, which shall be determined from time to time by the Directors, but which in the absence of an express determination by the Directors to the contrary, shall be from the first day of October to the last day of September.

(v)Iowa Act. The term "Iowa Act" means the Revised Uniform Limited Liability Company Act, Chapter 489 of the Code of Iowa, as amended or redesignated from time to time.

(w)Members. The term "Members" means, collectively, the Persons who are, at the particular time in question, the record holders of the outstanding Units, including Common Members, Class A Members, Class B Members, Class C Members, and Class D Members. The term "Member" means any one of the Members, or, if there is only one Member, the sole Member.

(x)Net Losses. The term "Net Losses" means, for each Fiscal Year, the net losses and deductions of the Company determined in accordance with accounting principles and methods of accounting consistently applied from year to year as determined by the Directors. The Directors may determine to utilize one method of accounting for tax purposes of the Company and another for financial and/or other purposes. The determination of Net Losses shall not include any Regulatory Allocations (as that term is defined below).

(y)Net Profits. The term "Net Profits" means, for each Fiscal Year, the net income and gains of the Company determined in accordance with accounting principles and methods of accounting consistently applied from year to year as determined by the Directors. The Directors may determine to utilize one method of accounting for tax purposes of the Company and another for financial and/or other purposes. The determination of Net Profits shall not include any Regulatory Allocations.

(z)Person. The term "Person" means and includes an individual and any firm, partnership, limited partnership, limited liability company, limited liability limited partnership, limited liability partnership, corporation, joint venture, trust, estate, cooperative, association and any other entity of whatever nature, including public or governmental bodies, agencies or instrumentalities.

(aa)Record. The term "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(ab)Regulatory Allocations. The term "Regulatory Allocations" means the allocations pursuant to Sections 8.1(b), (c), (d) and (e).

(ac)Substitute Member. The term "Substitute Member" means any Person who is an assignee of a Unit and who has been admitted as a Member with respect to such Unit pursuant to the procedures set forth in Section 9.2.

(ad)Treasury Regulations. The term "Treasury Regulations" means the Income Tax Regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time.

(ae)Units. The term "Units" means the capital units of the Company and shall include all types and classes of Units, including the Class A Units, Class B Units, Class C Units, Class D Units, and Common Units. The term "Unit" means any one of the capital units of the Company.

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Other terms which are utilized in this Agreement may be defined in other sections of this Agreement.

ARTICLE 2

PURPOSE AND DURATION OF THE COMPANY

2.1Purpose of the Company. The Company may have any lawful purpose, and the Company has the authority to engage in any lawful business or activity.

2.2Duration of the Company. The Company has perpetual duration and shall continue until dissolved and wound up in accordance with this Agreement.

ARTICLE 3

CERTIFICATES FOR UNITS

3.1Certificates for Units. Units may be issued with or without certificates as determined and authorized by the Directors from time to time. Any certificates that are issued for Units shall be in such form as the Directors shall prescribe. All Units shall in all events be issued and held upon and subject to all of the terms and conditions of this Agreement, including Sections 9.1 and 9.2, and the Directors may require that any certificates that are issued to evidence any Units shall bear a legend to such effect, in addition to the legend contemplated by Section 3.8 and any other legends as the Directors may from time to time require.

3.2Execution of Certificates. All certificates for Units shall be numbered in the order in which they shall be issued and shall be signed by any two Directors or by the Chairman or the President and also by the Secretary of the Company. The signature of a Director or of the Chairman, the President or the Secretary upon a certificate may be by facsimile. In the event any individual who has signed or whose facsimile signature has been placed upon a certificate for Units shall have ceased to be a Director or the Chairman, the President or the Secretary, as the case may be, of the Company before the certificate is issued, the certificate may be issued by the Company with the same effect as if the individual were a Director or the Chairman, the President or the Secretary, as the case may be, of the Company at the date of issue of the certificate.

3.3Cancellation. Every certificate surrendered to the Company for exchange or transfer shall be canceled, and no new certificate shall be issued in exchange for any existing certificate until the existing certificate shall have been so canceled, except in cases provided for in Section 3.4; provided, however, that the Directors may authorize the issuance of Units without certificates in exchange for any surrendered and canceled certificate. Every certificate surrendered to the Company for transfer shall be properly endorsed for transfer or accompanied by another transfer document acceptable to the Directors.

3.4Lost, Destroyed, or Mutilated Certificates. In the event of the loss, theft or destruction of any certificate for any Unit, another may be issued in its place pursuant to such regulations as the Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of satisfactory indemnity or bonds of indemnity.

3.5Unit Record and Ownership. A record shall be kept by the Company of the names and addresses of all Members and the class and number of Units held by each Member, and if the Units are represented by certificates, the respective dates thereof, and in case of cancellation, the respective dates of cancellation. The Person in whose name Units stand on the books of the Company shall be deemed to be the record holder and owner of such Units and the Member with respect to such Units for all purposes as regards the Company.

3.6Assignments of Units. Assignments of Units shall be made only on the books of the Company by the record holder of the Units in question, or by such record holder's attorney in fact who has been authorized by power of attorney duly executed by the record holder and filed with the Company, and

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on surrender of the certificate for such Units, if any, properly endorsed and the payment of all transfer taxes thereon, if any. All Units shall in all events be Transferred only upon and subject to all of the terms and conditions of this Agreement, including Article IX.

3.7Regulations. The Directors may make such other rules and regulations as the Directors may deem necessary or appropriate concerning the issue, Assignment and registration of Units, so long as such rules and regulations are not inconsistent with the Certificate of Organization, this Agreement or applicable law.

3.8Article 8 Election. All Units shall be "securities" governed by Article 8 of the Uniform Commercial Code in any jurisdiction (i) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, and (ii) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or nonperfection and the priority of a security interest in the Units. Any certificate evidencing Units which is issued after the date of this Agreement may bear a legend substantially to the following effect: "THIS CERTIFICATE EVIDENCES UNITS OF MEMBERSHIP INTEREST IN LINCOLNWAY ENERGY, LLC AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE."

ARTICLE 4

RIGHTS AND DUTIES OF DIRECTORS; OFFICERS

4.1Director-Managed Company; Qualifications and Powers of the Directors. Subject only to Sections 4.16, 4.17, 4.18, 4.19, and 4.20, the business and activities of the Company shall be managed by, and under the direction of, the Directors, and any matter regarding the business or activities of the Company may be decided by the Directors. No Director is required to be a Member, an officer or employee of the Company, or a resident of the State of Iowa, and a Director who is also a Member will not cease to be a Director by reason of such Director ceasing to be a Member. A Director must be an individual.

No Director may delegate to any Person the Director's rights and powers to manage and control the business and affairs of the Company, except only as provided in Sections 4.12 and 4.13 with respect to the appointment of officers for the Company and the establishment of committees, and except that the Directors may cause the Company to enter into such management, consulting, advisory, employment or other agreements as the Directors may determine from time to time, and on such terms and conditions as are determined by the Directors.

Without limiting the generality of the foregoing, but subject to Sections 4.16, 4.17, 4.18, 4.19, and 4.20, the Directors shall have the power and authority, on behalf of the Company, to exercise all powers of the Company, including under Section 489.105 of the Iowa Act, including:

(a)to employ or otherwise retain the services of such agents, employees, general managers, accountants, attorneys, consultants, experts and other Persons as the Directors from time to time determine to be necessary or appropriate to carry out the business and affairs of the Company, including any Director, Member, including but not limited to the Class A Member, or officer of the Company or any Person who is affiliated with or related to any Director, Member, including but not limited to the Class A Member, or officer, all upon terms satisfactory to the Directors, and to pay such fees, salaries, wages and other compensation and benefits to such Persons from the funds of the Company as the Directors shall determine from time to time;

(b)to pay, extend, renew, modify, adjust, contest, submit to arbitration, prosecute, defend, settle or compromise, upon such terms as the Directors may determine and upon such evidence as the Directors may deem sufficient, any obligation, suit, liability, cause of action, claim, counterclaim or other dispute, including taxes, either in favor of or against the Company;

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(c)to incur and pay any and all fees, costs, expenses and other amounts that the Directors deem necessary or appropriate to the business and affairs of the Company;

(d)to offer and sell Units, debt or other securities of the Company, and in connection with the offer and sale of any Units, debt or other securities of the Company the Directors may (i) prepare and file, or cause to be prepared and filed, one or more offering statements or registration statements and related or other documentation, and all such amendments and supplements thereto as the Directors shall deem advisable from time to time, with the Securities and Exchange Commission, the Financial Industry Regulatory Authority and/or any other domestic or foreign authorities for the registration, offering and sale of the Units, debt or other securities in the United States or elsewhere, and along with one or more offering memorandums, offering circulars, prospectuses or other disclosure documents, and all amendments and supplements to any thereto; (ii) register or otherwise qualify the Units, debt or other securities for offering and sale under the blue sky and securities laws of such states of the United States and other domestic or foreign jurisdictions as the Directors shall deem advisable; (iii) make all such arrangements for the offering and sale of the Units, debt or other securities as the Directors shall deem appropriate, whether pursuant to a registration of the Units, debt or other securities or otherwise, and (iv) take all such action with respect to the matters described in the preceding subclauses (i) through (iii) as the Directors shall deem advisable or appropriate;

(e)to take all such action as the Directors deem necessary or appropriate to avoid the requirement that the Company become licensed, registered or regulated as an investment advisor, an investment company, a broker-dealer or any other form of regulated entity under any foreign, federal, state or local law, rule, regulation or order, or, if so determined by the Directors, to take all such action as the Directors deem necessary or appropriate to cause the Company to be licensed, registered or regulated under any such law, rule, regulation or order and to otherwise bring the Company in compliance with any such law, rule or regulation or order;

(f)to conduct and direct the banking business of the Company and to invest any funds of the Company that are not required for, or are otherwise not committed to the conduct of, the Company's business from time to time in such manner as the Directors may from time to time determine, including in certificates of deposit, commercial paper, treasury bills, sweep accounts, and other investments;

(g)to negotiate, enter into, execute, acknowledge and deliver any and all contracts, agreements, licenses, leases, documents or instruments that the Directors from time to time determine are necessary or appropriate to the business or affairs of the Company, and with such Persons as the Directors shall from time to time determine, including any Director, Member (including but not limited to the Class A Member) or officer of the Company or any Person who is affiliated with or related to any Director, Member (including but not limited to the Class A Member) or officer, including subscription agreements for Units, debt or other securities of the Company; checks, drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, lease, mortgage or disposition of any or all of the Company's assets and properties; assignments; bills of sale; leases; partnership agreements; and all other contracts, agreements, instruments or documents that the Directors from time to time determine are necessary or appropriate to the business or affairs of the Company;

(h)to pay any and all taxes, charges and assessments that may be levied, assessed or imposed upon the Company or any of the assets or properties of the Company, or to contest any such taxes, charges or assessments;

(i)without limiting subparagraphs (j) and (k) below, to invest in and purchase stock, units or other equity interests in, or debt or other obligations of, such Persons and on such terms as are determined by the Directors from time to time, and to otherwise make any and all decisions

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with respect to any and all such investments, including voting the stock, units or other equity interests; exercising or refraining from exercising any exchange, conversion or other rights or options with respect to any such stock, units, equity interests, debt or other obligations; and selling or otherwise assigning, transferring or disposing of any such stock, units, equity interests, debt or other obligations;

(j)to acquire any assets or properties from any Person as the Directors may from time to time determine and on such terms as are determined by the Directors, and the fact that such Person is a Director, a Member or an officer of the Company or that a Director, a Member or an officer is directly or indirectly affiliated or connected with any such Person shall not prohibit the Directors from dealing with that Person;

(k)to sell, lease, exchange or otherwise transfer or dispose of any assets or properties of the Company as the Directors shall from time to time deem appropriate and on such terms as are determined by the Directors;

(l)to submit all applications for, and take all other actions as may be necessary or appropriate in order to obtain and maintain, any and all governmental, regulatory or other permits, licenses, consents or approvals as may be necessary or appropriate to the Company or to the conduct of its business or affairs;

(m)to borrow money for the Company from banks, insurance companies or other financial or lending institutions, or from a Director, a Member, an officer of the Company, an affiliate of a Director, a Member or an officer or from any other Person, all on such terms as the Directors deem appropriate, and in connection therewith, to mortgage, encumber and grant mortgages and security interests in any or all of the assets and properties of the Company to secure repayment of the borrowed sums;

(n)to purchase liability and other insurance to protect the Company's assets, property and business or any other potential obligations or liabilities of the Company, including obligations and liabilities arising under Article 12;

(o)to hold and own any Company real estate or personal property in the name of the Company;

(p)to conduct or operate any of the Company's business or affairs by, through or in connection with any subsidiary or affiliate of the Company, and to organize, and to make capital contributions or loans to, any such subsidiary or affiliate;

(q)to cause the Company to, at any time and from time to time, redeem or purchase any or all of the Units of any Member or Members, on such terms and conditions as are determined by the Directors from time to time;

(r)to establish and maintain a reserve or fund, in such amounts and at such times and for such periods of time as are determined by the Directors, for the purpose of the possible redemption or purchase of Units by the Company;

(s)to prepare and file, if determined to be necessary by the Directors, a statement of change, an amendment to the Certificate of Organization, a statement of correction and/or a biennial report, all in accordance with the Iowa Act, including Sections 489.114, 489.202(5), 489.206 and 489.209 of the Iowa Act;

(t)to make all determinations and decisions which are reserved to the Directors, or which are otherwise to be made by the Company, under this Agreement, the Iowa Act or other

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applicable law, including the declaration and payment of Distributions to the Members pursuant to Section 8.2; and

(u)to do and perform any and all other acts and things whatsoever as the Directors shall from time to time determine to be necessary or appropriate to carry out any of the foregoing or any other term or condition of this Agreement, the Certificate of Organization, the Iowa Act or other applicable law, or to the conduct or operation of the Company's business, affairs or activities from time to time, and not inconsistent with the Iowa Act or other applicable law, the Certificate of Organization or this Agreement.

The Directors also may, but are not obligated or required to, at any time and from time to time, prepare, execute and file or record with the Iowa Secretary of State and all such other governmental, regulatory or other authorities as are determined by the Directors from time to time, a statement or statements of authority in a form permitted by the Iowa Act; provided, however, that any such statement of authority shall only authorize one or more of the Directors or the officers of the Company (whether by position or by specific person) to execute or enter into any agreements, documents or instruments of whatever type or nature whatsoever on behalf of the Company, or to otherwise enter into transactions on behalf of, or otherwise act for or bind, the Company with respect to any matter whatsoever. The Directors may also prepare, execute and file or record all such amendments to, or cancellations of, any such statement of authority as are determined by the Directors from time to time.

4.2Number of and Appointment or Election of Directors; Term of Office. Unless otherwise determined and established by a majority vote of the Directors (with the approval of the Class A Units as required under Section 4.17), the number of Directors shall be seven (7), and such Directors shall be determined as follows:

(i)     The holders of Common Units, Class B Units, Class C Units, and Class D Units, voting collectively as a class, shall be entitled to elect three (3) Directors (the “Elected Directors”).

(ii)    The holders of Class A Units, by majority vote of the holders of the Class A Units, shall be entitled to appoint four (4) Directors (the “Class A Directors”) from time to time, as determined in the discretion of the holders of the Class A Units. The Elected Directors and Class A Directors, as of the date of this Agreement, are set forth on Appendix A.

    In the event of an increase in the number of Directors (as approved by the Class A Units as required under Section 4.17), the Directors shall designate the class of the Directors to which such additional position shall be assigned, but with each class of Elected Directors to be as nearly equal in number as possible following such increase in the number of the Directors. An individual elected by the Directors to fill an increase in the number of Directors shall continue to serve as a Director only until the next annual meeting of the Members at which time the Members shall elect an individual to such Director position, who shall serve for the remainder of the unexpired term of such Director position and until his or her successor shall have been elected or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

Subject to Section 4.10, the Elected Directors shall be elected by the Common Members, Class B Members, Class C Members, and Class D Members at the annual meeting of the Members. Subject again to Section 4.10, each Elected Director shall serve until the third annual meeting of the Members which follows the annual meeting at which he or she was elected and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

The Elected Directors shall be divided into three classes based on their term of office, with the number of Elected Directors in each such class to be determined by the Directors, but with each class to be as nearly equal in number as possible. The term of each of the individuals serving in one class of the Elected Directors shall expire each year at the annual meeting of the Members for that year, and each individual elected by the Members to succeed that class of the Elected Directors shall be elected to serve

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until the third annual meeting of the Members which follows the annual meeting at which such individual was elected and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

Any vacancy occurring in any Elected Director position, for whatever reason (including by the Members increasing the number of Directors), shall be filled in the manner provided in Section 4.10.

In the event the Members decrease the number of Elected Directors, the Directors shall designate the class of Elected Directors from which such decrease shall occur, but with each class to be as nearly equal in number as possible following such decrease in the number of Elected Directors. No decrease in the number of Elected Directors shall have the effect of terminating or shortening the term of any then incumbent Director.

Notwithstanding the foregoing provisions of this Section 4.2, in connection with the issuance of a class or series of Units with rights different from those of the previously outstanding Units, with the approval of the Class A Units (as required by Section 4.17), the Directors shall have the authority to adjust the number of Directors, and to provide for the designation of a specified number of Directors by the holders of any such class or series of Units, in such manner as the Directors shall determine.

4.3Nominations for Directors. The Directors, or a nominating committee established by the Directors, shall prepare a list of nominees for each Elected Director position to be filled at the next annual meeting of the Members. The Directors may, pursuant to agreement with any Person, permit such Person to designate a nominee or nominees for election as a Director.

Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided by the Company (the "Nomination Petition") and signed by such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will serve as a Director if elected and will prepare, execute and/or file all such reports and documents, and provide the Company with all such information, as may be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be.

No nominations for any Elected Director position may be made from the floor at any meeting of the Members.

4.4Quorum and Manner of Acting. Subject to Section 4.10, a quorum for a meeting of the Directors shall consist of a majority of the total number of Directors established from time to time in accordance with Section 4.2. If at any meeting of the Directors there be less than a quorum present, a

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majority of the Directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given.

At all meetings of the Directors, a quorum being present, the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all votes, decisions, acts or other determinations to be made or taken by the Directors, including with respect to the matters addressed in Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.3, 7.6, 7.8, 8.1, 8.2, Article IX, except only as provided in Section 11.1(a) or unless the vote of a greater number is otherwise expressly and affirmatively required by the Iowa Act with respect to the particular matter in question and the Iowa Act expressly and affirmatively provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members as expressed in this paragraph that the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all matters presented to or otherwise determined by the Directors.

Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting and without any notice if the action is taken by at least seventy-five percent (75%) of the total number of Directors then in office and if one or more written consents or written actions describing the action so taken shall be signed by such Directors. Any such written consent or written action shall be effective when the last such Director signs the written consent or written action, unless the written consent or written action specifies a different effective date. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting of the Directors by less than unanimous consent of the Directors to each Director who did not execute the written consent or written action in question, and which notice may be effectuated by giving a copy of such written consent or written action to each Director who did not sign the written consent or written action. Any written consent or written action of the Directors may be executed in counterparts, and may be given and received by the Company and any or all of the Directors by any form of electronic transmission as provided in Section 13.1.

4.5Meetings of Directors; Place of Meetings. The Directors shall meet within forty-five days of the date of each annual meeting of the Members for the purpose of the designation and election of officers, the establishment of any committees and the transaction of such other business as is determined by the Directors. Notice of such annual meeting of the Directors shall be given as provided below for special meetings of the Directors.

Regular meetings of the Directors shall be held at such place and at such times as the Directors may fix and determine from time to time. No notice shall be required for any such regular meeting of the Directors.

Special meetings of the Directors shall be held whenever called by the Chairman, the President or by any three or more of the Directors at the time being in office. Notice of each special meeting shall be given to each Director at least forty eight (48) hours before the date on which the meeting is to be held. Each notice shall state the date, time and place of the meeting. Unless otherwise stated in the notice thereof, any and all business may be transacted at a special meeting.

At any meeting at which every Director is present, even without any notice, any business may be transacted.

A Director may waive any notice required by the Iowa Act or this Agreement if the waiver is in writing and is signed by the Director, and whether before or after the date and time stated in such notice. A waiver of notice shall be equivalent to notice in due time as required by the Iowa Act or this Agreement. The attendance of a Director at, or participation in, a meeting shall constitute a waiver of notice of such meeting and of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Director, at the beginning of

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the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

A Director who is present at a meeting of the Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless the Director's dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the individual acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the Chairman, the President, the Secretary or the other Directors within one day after the date of the adjournment of the meeting. No right to dissent shall be available, however, to a Director who voted in favor of the action in question.

The Directors may hold meetings of the Directors at such place or places, either within or without the State of Iowa, as the Directors may from time to time determine. If no designation of the place for a meeting of the Directors is made, the place of the meeting shall be the principal office of the Company in the State of Iowa.

The Directors may hold any meeting, and a Director may participate in any meeting, by any means of communication, including telephone or video conference call or other telecommunications equipment or methods, by means of which all of the Directors participating in the meeting can simultaneously hear each other during the meeting. A Director participating in a meeting by any such means or methods is deemed to be in attendance at, and present in person at, the meeting.

At all meetings of the Directors, the Chairman, or in the absence of the Chairman, the Vice Chairman, or in the absence of the Vice Chairman, the individual designated by the vote of a majority of the total number of Directors then in office, shall preside over and act as chairperson of the meeting. At all meetings of the Directors, the Secretary, or in the absence of the Secretary, the individual designated by the vote of a majority of the total number of Directors then in office, shall act as secretary for the meeting. All business to be transacted at meetings of the Directors shall be transacted in such order and with such procedures as the chairperson of the meeting shall determine.

The Directors may adopt rules and regulations for the conduct of the meetings of the Directors and the management of the Company, so long as such rules and regulations are not inconsistent with the Certificate of Organization, this Agreement or the Iowa Act.

4.6No Liability. A Director does not guarantee the return of any Member's Contribution or Capital Account, any Distributions to the Members or a profit for the Members from the operations of the Company. A Director is not personally liable for any of the acts or omissions of the Company, or for any debts, losses, liabilities, duties or obligations of the Company, whether arising in contract, tort or otherwise.

4.7Directors Have No Exclusive Duty to Company. Subject to Section 11.1 and except as may be provided in another agreement between the Company and the Director in question, a Director shall not be required to manage the Company as his or her sole and exclusive function, and a Director may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right by virtue of this Agreement to share or participate in any other interests or activities of any Director or to the income, proceeds or other benefits derived therefrom.

4.8Resignation. Any Director may resign at any time by giving written notice to the Chairman, the President, the Secretary, or any two of the other Directors. The resignation of a Director shall be effective when the notice is received by the Chairman, the President, the Secretary or any other Director, as the case may be, or at such later time as may be specified in the notice; and, unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make it effective.

4.9Removal. An Elected Director may be removed at any time, with or without cause, but only by the holders of a majority of the holders of the Common Units, Class B Units, Class C Units, and

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Class D Units, voting as a class. A Class A Director may be removed at any time, with or without cause, by the majority vote of the holders of the Class A Units.

4.10Vacancy. Any vacancy occurring for any reason in an Elected Director position (including through an increase in the number of Elected Directors or the death, removal or resignation of any Elected Director) may be filled by either the remaining Elected Directors or by the holders of a majority of the Common Units, Class B Units, Class C Units, and Class D Units, voting as a class, except that only the holders of a majority of the Common Units, Class B Units, Class C Units, and Class D Units, voting as a class, may fill a vacancy occurring because of the removal of a Director by such holders. If the Elected Directors remaining in office constitute fewer than a quorum of the Elected Directors, the Elected Directors may fill such vacancy by the affirmative vote of a majority of the Elected Directors remaining in office.

Any vacancy occurring for any reason in a Class A Director position (including the death, removal or resignation of a Class A Director) may be filled only by the Class A Members.

In the event of a vacancy occurring by reason of an increase by the Members in the number of Elected Directors, the Directors shall designate the class of the Elected Directors to which such additional position shall be assigned, but with each class to be as nearly equal in number as possible following such increase in the number of the Directors.

An individual elected by the Directors to fill a vacancy in an Elected Director position shall continue to serve as an Elected Director only until the next annual meeting of the Members, at which time the Members shall elect an individual to such Elected Director position, who shall serve for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9. An individual elected by the Members to fill a vacancy shall continue to serve as an Elected Director for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

4.11Salary and Other Compensation. Subject only to Section 4.16(e), the salaries, fees, benefits, reimbursements and all other compensation payable to the Directors and to the officers of the Company, in their capacity as Directors and officers, shall be fixed from time to time by the Directors, including with respect to meeting and committee fees. No Director or officer of the Company shall be prevented from receiving any salary, fees, benefits, reimbursements or other compensation by reason of the fact, without limitation, that the Director or officer is also a Member or is affiliated with any Member.

4.12Officers. The officers of the Company shall be a Chairman, a Vice Chairman, a President, one or more Vice Presidents (the number thereof to be determined by the Directors), a Secretary, a Chief Financial Officer, a Treasurer and such other officers as may from time to time be designated and elected by the Directors. One individual may hold the offices and perform the duties of any two or more of said offices. No officer is required to be a Director, a Member, an employee of the Company or a resident of the State of Iowa. The Directors may delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision of this Agreement, and the Directors may leave any office unfilled for any such period of time as the Directors may determine from time to time, except the offices of President, Chief Financial Officer and Secretary.

The officers of the Company shall be elected annually by the Directors at the annual meeting of the Directors. Each officer shall hold office until the next succeeding annual meeting of the Directors and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with this Agreement.

An officer may resign at any time by delivering written notice to the Chairman, the President, the Secretary or any two of the Directors. The resignation of an officer shall be effective when the notice is received by the Chairman, the President, the Secretary or any Director, as the case may be, or at such later

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time as may be specified in the notice, and, unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make it effective. Any officer may be removed by the Directors at any time, with or without cause, for any reason or for no reason, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed. The election of an officer does not itself create contract rights in favor of the officer.

The Chairman shall, if present at the meeting in question, preside over and act as chairperson of all meetings of the Members and all meetings of the Directors. The Chairman shall have authority to sign, execute and acknowledge all contracts, checks, deeds, mortgages, bonds, leases or other obligations on behalf of the Company which shall be authorized by the Directors, and the Chairman may sign, along with the Secretary, certificates for Units. The Chairman shall be subject to the control of the Directors and shall keep the Directors fully informed and shall freely consult with the Directors concerning the business of the Company. The Chairman shall also perform all duties as may from time to time be assigned to the Chairman by the Directors.

The Vice Chairman shall perform the duties of the Chairman in the absence of the Chairman or in the event of the death, inability or refusal to act of the Chairman, and, when so acting, shall have all of the powers of, and shall be subject to all the restrictions upon, the Chairman. The Vice Chairman shall also perform all duties as may from time to time be assigned to the Vice Chairman by the Chairman, the President or the Directors.

The President shall, subject to the control of the Directors, have general charge of and direct the operations of the Company and shall be the chief executive officer of the Company. The President shall keep the Directors fully informed and shall freely consult with the Directors concerning the business of the Company in his or her charge. The President shall have authority to sign, execute and acknowledge all contracts, checks, deeds, mortgages, bonds, leases or other obligations on behalf of the Company as the President deems necessary or appropriate to or for the course of the Company's regular business or which shall be authorized by the Directors, and the President may sign, along with the Secretary, certificates for Units. The President may sign, in the name of the Company, all reports and all other documents or instruments which are necessary or appropriate to or for the Company's business. The President shall also perform all duties as may from time to time be assigned to the President by the Directors.

In the absence of the President or in the event of the death, inability or refusal to act of the President, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, the senior Vice President in length of service) shall perform the duties of the President, and, when so acting, shall have all the powers of, and shall be subject to all the restrictions upon, the President. A Vice President shall also perform all duties as may from time to time be assigned to such Vice President by the President or the Directors.

The Secretary shall (i) if present at the meeting in question, act as secretary for and keep minutes of all meetings of the Members and all meetings of the Directors; (ii) authenticate records of the Company and attend to giving and serving all notices of the Company as provided by this Agreement or as required by applicable law; (iii) be custodian of the seal, if any, of the Company and of such books, records and papers as the Directors or the Chairman or the President may direct; (iv) sign, along with the Chairman or the President, certificates for Units; (v) keep a record showing the names of all Persons who are Members, their mailing and e-mail addresses as furnished by each Member, the class and number of Units held by them and the certificates representing such Units; and (vi) in general, perform all duties incident to the office of Secretary and all duties as may from time to time be assigned to the Secretary by the President or the Directors.

The Chief Financial Officer shall be the chief financial officer of the Company, and shall (i) have custody of and be responsible for all moneys and securities of the Company; (ii) keep full and accurate records and accounts in books belonging to the Company, showing the transactions of the Company, its accounts, liabilities and financial condition and shall endeavor to assure that all expenditures are duly

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authorized and are evidenced by proper receipts and vouchers; (iii) deposit in the name of the Company in such depository or depositories as are approved by the President or the Company, all moneys that may come into the Chief Financial Officer's hands for the Company's account; (iv) prepare or cause to be prepared such financial statements as are directed by the President or by the Directors; and (v) in general, perform all duties as may from time to time be assigned to the Chief Financial Officer by the President or the Directors.

The Treasurer shall perform the duties of the Chief Financial Officer in the absence of the Chief Financial Officer or in the event of the death, inability or refusal to act of the Chief Financial Officer, and, when so acting, shall have all the powers of, and shall be subject to all the restrictions upon, the Chief Financial Officer. The Treasurer shall also perform all duties as may from time to time be assigned to the Treasurer by the Chief Financial Officer, the President or the Directors.

The Directors also have the power to appoint any individual to act as assistant to any officer, or to perform the duties of any officer, whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer shall have the power to perform all the duties of the office to which he or she is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Directors.

4.13Committees. The Directors may, but are not required to, from time to time establish one or more committees, including an executive committee, an audit committee, a compensation committee and a nominations committee, with each committee to consist of two or more Directors appointed by the Directors. Any committee shall serve at the will of the Directors. Each committee shall have the powers and duties delegated to it by the Directors. The Directors may appoint one or more Directors as alternative members of any committee who may take the place of any absent member or members of the committee at any meetings of the committee, upon request by the Chairman, the President or the chairperson of the committee. Each committee may establish a charter or other rules governing the conduct of its activities, but any such charter or rules, and any amendments or other changes thereto from time to time, must be approved by the Directors.

A committee shall in no event, however, have the authority to: (i) authorize Distributions by the Company; (ii) approve or propose to the Members any action that this Agreement requires be approved by the Members; (iii) fill vacancies in the Directors or on any of the committees established by the Directors; (iv) amend the Certificate of Organization or this Agreement; (v) authorize or approve the acquisition of any Units by the Company; or (vi) authorize or approve the issuance or sale of, or contract for the sale of, any Units or any debt or other securities of the Company.

4.14Execution of Documents. The Directors may authorize any one or more Directors or officers of the Company to negotiate, execute and/or deliver any agreements, documents or instruments of whatever type or nature whatsoever in the name of and on behalf of the Company, and such authority may be general or confined to specific transactions or instances.

4.15Right of Directors to Information. On reasonable notice, a Director may inspect and copy during regular business hours, at a reasonable location specified by the Company, any record maintained by the Company regarding the Company's activities, financial condition, and other circumstances, to the extent the information is material to the Director's rights and duties under this Agreement or the Iowa Act.

The Company shall furnish or make available to each Director all of the following:

(a)Without demand, any information concerning the Company's activities, financial condition, and other circumstances which the Company knows and is material to the proper exercise of the Director's rights and duties under this Agreement or the Iowa Act, except to the extent the Company can establish that the Company reasonably believes that the Director already knows the information; and

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(b)On demand, any other information concerning the Company's activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.

The duty to furnish information under this paragraph also applies to each Director to the extent the Director knows any of the information described in this paragraph.

4.16Member Action Required. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and subject in all respects to Sections 4.17, 4.18, 4.19, and 4.20, the Company shall not take, or cause to be taken, any of the following acts or matters without the vote of the Class A Members, Class B Members, and Common Members taken or otherwise obtained in accordance with Article 6:

(a)the sale, lease, exchange or other transfer or disposition of all or substantially all of the assets of the Company, other than by or pursuant to the granting or entering into of, or the enforcement of any rights or remedies under, any mortgage, deed of trust, pledge, security interest or other form of security or collateral agreement, document, instrument or transaction;

(b)the merger of the Company with or into another Person under the Iowa Act, the conversion of the Company into another form of entity under the Iowa Act, or the domestication of the Company into a foreign limited liability company;

(c)the dissolution of the Company;

(d)the amendment or restatement of the Certificate of Organization or this Agreement, except that the vote of the Members under this Section 4.16(d) shall not be required to (i) change the name, the registered office and/or the registered agent of the Company, (ii) implement any change to this Agreement which the Directors are permitted to make to this Agreement without a vote of the Members under this Section 4.16, and (iii) amend and restate this Agreement to reflect any changes approved by the Members or Directors.

(e)the issuance of any Units to any Director or any officer of the Company in the individual's capacity as a Director or officer;

(f)any act or matter for which the vote of the Members is affirmatively and expressly required by any other Section of this Agreement, including as required by Sections 4.9, 4.10 and 10.1(b); or

(g)any act or matter, if any, for which the vote of the Members is affirmatively and expressly required by the Iowa Act and the Iowa Act affirmatively and expressly provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members that the only acts and matters upon which the Members have the right to vote, and which must be voted upon or otherwise approved by the Members, are those which are expressly required by subparagraphs (a) through (g) of this Section.

This Section supersedes and overrides any provisions of the Iowa Act that might grant the Members the right to vote on any other acts or matters or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401 (4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

4.17Class A Member Approval Rights. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and in addition to the approval rights of the Members under Section 4.16, the Company shall not take, or cause to be taken, any of the following acts

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or matters without the approval of the holders of a majority of the Class A Units obtained in accordance with Article 6:

(a)amend, alter or repeal any provision of the Certificate of Organization or Operating Agreement of the Company in a manner that adversely alter the rights, preferences, privileges or powers of, or restrictions on, the Class A Units;

(b)create, or authorize the creation of, or issue or obligate itself to issue, any additional class or series of membership units unless the same ranks junior to the Class A Units with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption;

(c)enter into or effect any transaction or series of related transactions involving a Deemed Liquidation Event (as defined under Section 10.3), or the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, sale of stock or sale of assets) of any assets and/or equity interests of any other entity which is outside the ordinary course of business;

(d)purchase or redeem any Units other than repurchases of Common Units from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in connection with the cessation of such employment or service pursuant to membership unit restriction agreements approved by the Directors;

(e)pay or declare any distribution with respect to any Units of the Company prior to the Class A Units, other than distributions as expressly authorized in this Agreement;

(f)create, or authorize the creation of, or issue, or authorize the issuance of any debt security or create any lien or security interest (except for purchase money liens or statutory liens of landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or incurred in the ordinary course of business) or incur other indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees, or permit any subsidiary to take any such action with respect to any debt security lien, security interest or other indebtedness for borrowed money, if the aggregate indebtedness of the Company and its subsidiaries for borrowed money following such action would exceed Twenty-Five Million Dollars ($25,000,000);

(g)create, or hold an equity interest in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or permit any subsidiary to create, or authorize the creation of, or issue or obligate itself to issue, any class or series of equity interests, or sell, transfer or otherwise dispose of any equity interest of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary;

(h)increase or decrease the authorized number of Directors;

(i)make any material change to the nature of the business conducted by the Company; or

(j)liquidate, dissolve or wind-up the business and affairs of the Company or consent to any of the foregoing.

4.18Class B Member Approval Rights. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and in addition to the approval rights of the Members under Section 4.16 and Class A Members under Section 4.17, the Company shall not take, or cause to be taken, any of the following acts or matters without the approval of the holders of a majority of the Class B Units obtained in accordance with Article 6:

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(a)amend, alter or repeal any provision of the Certificate of Organization or Operating Agreement of the Company in a manner that adversely alters the rights, preferences, privileges or powers of, or restrictions on, the Class B Units.

4.19Class C Member Approval Rights. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and in addition to the approval rights of certain Members under Section 4.16, the Class A Members under Section 4.17, and the Class B Members under Section 4.18, the Company shall not take, or cause to be taken, any of the following acts or matters without the approval of the holders of a majority of the Class C Units obtained in accordance with Article 6:

(a)the dissolution of the Company; or

(b)amend, alter or repeal any provision of the Certificate of Organization or Operating Agreement of the Company in a manner that adversely alters the rights, preferences, privileges or powers of, or restrictions on, the Class C Units.

4.20Class D Member Approval Rights. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and in addition to the approval rights of certain Members under Section 4.16, the Class A Members under Section 4.17, the Class B Members under Section 4.18, and the Class C Members under Section 4.19, the Company shall not take, or cause to be taken, any of the following acts or matters without the approval of the holders of a majority of the Class D Units obtained in accordance with Article 6:

(a)amend, alter or repeal any provision of the Certificate of Organization or Operating Agreement of the Company in a manner that adversely alters the rights, preferences, privileges or powers of, or restrictions on, the Class D Units.

4.21Directors are Synonymous with Managers. The Directors are synonymous with, and shall be deemed for all purposes to be the same as, "managers" for purposes of the Iowa Act, the Certificate of Organization and this Agreement. The Directors may sign any and all agreements, documents or instruments utilizing the title of either "Director" or "Manager". Without limiting the generality of the foregoing, the Directors may be referred to as "directors" or "managers" in any reports or other documents required to be filed by the Company or any Director with any governmental or regulatory authority, including the Securities and Exchange Commission.

ARTICLE 5

RIGHTS AND DUTIES OF MEMBERS

5.1No Liability. A Member does not guarantee the return of any Member's Contribution or Capital Account, any Distributions to the Members, or a profit for the Members from the operations of the Company. A Member is not personally liable for any of the acts or omissions of the Company, or for any debts, losses, liabilities, duties or obligations of the Company, whether arising in contract, tort or otherwise, except only to the extent of any unpaid Contribution of the Member to the Company.

5.2Members Have No Exclusive Duty to Company. Except only as may be provided in another agreement between the Company and the Member in question, a Member may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right by virtue of this Agreement to share or participate in any other interests or activities of any Member or to the income, proceeds or other benefits derived therefrom.

5.3Right of Members to Information. During regular business hours and at a reasonable location specified by the Company, a Member may obtain from the Company and inspect and copy full

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information regarding the activities, financial condition, and other circumstances of the Company as is just and reasonable if all of the following apply:

(a)The Member seeks the information for a purpose material to the Member's interest as a member of the Company;

(b)The Member makes a demand in a Record that is received by the Company, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(c)The information sought is directly connected to the Member's purpose.

Within ten days after receiving a demand pursuant to the preceding paragraph, the Company shall in a Record inform the Member that made the demand of all of the following:

(a)The information that the Company will provide in response to the demand, if any, and when and where the Company will provide the information; and

(b)If the Company declines to provide any demanded information, the Company's reasons for declining.

The Company shall, without demand, provide or make available to the Members all information that is known to the Company and that is material to the Members' decision on any Voting Matter (as that term is defined below), except to the extent the Company can establish that the Company reasonably believes that the Member in question or the Members as a whole already know the information. The information shall be provided by such method or methods as are determined by the Directors, the Chairman or the President, which may include providing the information (i) along with the notice of the meeting at which the Voting Matter shall be acted upon; (ii) if the Voting Matter is to be acted upon by written consent or written action, along with such written consent or written action; (iii) at the meeting at which the Voting Matter is acted upon; or (iv) any combination of the foregoing. For purposes of determining what information is "known" to the Company, the determination shall in all events be limited to the actual knowledge of the Directors and the Chairman, the President and the Chief Financial Officer of the Company, and shall also be further limited as the Directors may otherwise determine to be reasonable under the particular facts and circumstances in question. The determination of what information is "material" shall in all events be considered based only upon the relevance of the particular information to, and possible effect on, the particular Voting Matter in question and from the perspective of the Company as a whole and a reasonable Person, and not based upon any particular Member or particular facts or circumstances of any Member. The Directors may also consider any other relevant facts and circumstances regarding what information should be provided to the Members with respect to any particular Voting Matter, including any prohibitions, restrictions or conditions imposed under any confidentiality covenants or any applicable law, rule, regulation or order. With respect to each class of Units, the term "Voting Matter" means any matter that is required to be submitted to the Members holdings such class of Units under Section 4.16 (Common, Class A, and Class B Units), 4.17 (Class A Units), 4.18 (Class B Units), 4.19 (Class C Units), and 4.20 (Class D Units). This paragraph is intended to limit the Company's obligations under Section 489.410(2)(d) of the Iowa Act to providing information only with respect to Voting Matters.

On 30 days demand made in a Record received by the Company, a Person who was formerly a member of the Company (a "Former Member") may have access to information to which the Former Member was entitled while the Former Member was a member of the Company if the information pertains to the period during which the Former Member was a member of the Company, the Former Member seeks the information in good faith, and the Former Member also satisfies all of the requirements otherwise imposed on a Member pursuant to the first paragraph of, and otherwise by, this Section. Within 20 days after receiving a demand pursuant to this paragraph, the Company shall in a Record inform the Former Member that made the demand of all of the following:

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(a)The information that the Company will provide in response to the demand, if any, and when and where the Company will provide the information; and

(b)If the Company declines to provide any demanded information, the Company's reasons for declining.

A Member or Former Member may exercise the Member's or Former Member's, as the case may be, rights under this Section through an agent or, in the case of an individual under legal disability, a legal representative. A deceased Member's or Former Member's personal representative or other legal representative may also exercise the rights of a member or former member, as the case may be, under this Section for purposes of settling the estate of the deceased Member or Former Member. All restrictions and conditions imposed by or pursuant to this Section apply to any Member, Former Member or any agent or personal or legal representative of any Member or Former Member who is requesting any information pursuant to this Section.

The Company may in all events charge a Member, a Former Member or other permitted Person that makes a demand under this Section the reasonable costs of copying, limited to the costs of labor and material. A Member's and Former Member's rights under this Section shall also be subject to any reasonable restrictions and conditions on access to and use of information as the Company may have in place from time to time or as may be deemed necessary or appropriate by the Directors under the particular facts and circumstances in question, including designating information as confidential and imposing security, nondisclosure, confidentiality and safeguarding procedures and obligations on the Member, Former Member or other recipient of the information.

The Company and the Members agree that all of the terms of this Section, including all of the limitations and restrictions set forth in the third paragraph, the preceding paragraph and otherwise in this Section, are reasonable.

5.4Communications With Directors; Advance Notice of Member Proposals for Annual Meetings. Any Member desiring to send any communication to the Directors may do so in writing by either delivering the writing to the Company's principal office or by mailing the writing to that office, in either case, to the attention of the President. The Company will provide a copy of each such writing to each Director.

In order for any proposal or other business to be properly brought before the annual meeting of the Members by a Member outside of the processes of Rule 14a-8 of the regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) the Member must have given timely written notice (a "Member Proposal Notice") of the proposal or other business (the "Member Proposal") to the Secretary of the Company, and also timely provide the Company with all other information as may be requested by the Company regarding the Member Proposal, including all such information as may be necessary or appropriate in order for the Company to confirm that the Member meets the Eligibility Condition (as that term is defined below) or to comply with all applicable laws, rules and regulations, including the Exchange Act and the rules and regulations promulgated pursuant to the Exchange Act, (ii) the Member Proposal must contain all of the information set forth below, and (iii) the Member in question must have continuously held Units for at least one year by the date on which the Company receives the Member Proposal Notice and the Member must continue to hold Units through the date of the annual meeting in question (the "Eligibility Condition"), and the Member Proposal Notice must include a written statement that the Member intends to continue to hold Units through the date of the annual meeting in question. No Member may submit more than one Member Proposal for any annual meeting of the Members. In order for a Member Proposal Notice to be timely given by the Member, the Member Proposal Notice must be received at the principal office of the Company not less than 120 calendar days before the date on which the Company mailed or otherwise released to the Members the proxy statement for the previous year’s annual meeting of the Members; provided, however, that if the Company did not hold an annual meeting of the Members in the previous year, or if the date of the current year's annual meeting has been changed by more than 30 days from the date of the previous year's annual meeting, a

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Member Proposal Notice will be considered timely given by the Member if the Member Proposal Notice is received at the principal office of the Company not later than the close of business on the date which is the later of (i) 120 calendar days before the date of the current year's annual meeting, or (ii) 10 calendar days after the date on which public announcement of the date of the current year's annual meeting is first made by the Company, which may include setting forth such date in any filings made by the Company pursuant to the Exchange Act. A Member Proposal Notice shall, at a minimum, set forth as to each Member Proposal: (i) a description of the Member Proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear in the Company’s books, of the Member proposing the Member Proposal; (iii) the class and number of Units which are beneficially owned by such Member, the period of time the Member has beneficially owned those Units, and a statement that the Member intends to continue to hold Units through the date of the annual meeting; (iv) any material interest of the Member in the Member Proposal; and (v) all other information that would be required to be provided by the Member pursuant to Regulation 14A under the Exchange Act if the Member Proposal in question was being submitted pursuant to Rule 14a-8 under the Exchange Act. The Company does not have any obligation to include any Member Proposal in the proxy statement, proxy or ballot or other proxy materials of the Company, and, notwithstanding anything in the foregoing which may appear to be to the contrary, in order to include information with respect to a Member proposal in the Company's proxy statement and form of proxy for an annual meeting of the Members pursuant to Rule 14a-8 under the Exchange Act, a Member must provide notice as required by, and otherwise fully comply with, Rule 14a-8 and the other regulations promulgated under the Exchange Act. The chairperson of the annual meeting of the Members shall, if the facts warrant, determine and declare at the meeting that a Member Proposal or other business was not properly brought before the meeting in accordance with the provisions of this paragraph, and if the chairperson shall so determine, the chairperson shall declare at the meeting that any such proposal or business not properly brought before the meeting shall not be transacted or otherwise presented to the Members.

5.5No Dissociation or Withdrawal of a Member. A Member may not and does not have the power or right to dissociate as a member of the Company or to otherwise resign or withdraw from the Company prior to the dissolution and winding up of the Company, for whatever reason, except only as may be otherwise expressly provided in, and pursuant to the procedures set forth in, Article 9. Without limiting the foregoing, the Company and the Members acknowledge and agree that no Member has the power or right to dissociate or withdraw as a member of the Company by express will under Section 489.601 of the Iowa Act or in any of the circumstances described in Section 489.604 of the Iowa Act.

No Member shall be dissociated as a member of the Company or otherwise cease to be a Member because of the occurrence of any act or circumstance other than the Assignment of all of the Member's Units in compliance with Article 9, including because of the occurrence of any of the acts or circumstances specified in Section 489.602 or Section 489.604 of the Iowa Act, and the Company and the Members waive the applicability of Sections 489.602 and 489.604 of the Iowa Act to the Company and the Members.

5.6Member Authority Limited. A Member is not an agent of the Company for the purpose of the Company's business, affairs or otherwise by reason of being a Member, and unless otherwise affirmatively and expressly authorized in writing by the Directors or by a properly authorized officer of the Company, no Member has any right, power or authority to, and shall not, enter into any agreement, document, instrument or transaction of whatever type or nature for or on behalf of the Company, or otherwise obligate or bind the Company in any way or render the Company liable for any purpose.

No Member may delegate to any Person the Member's rights and powers to manage and control the business and affairs of the Company, except only with respect to the giving of a proxy as provided in Section 6.9 and the election of the Directors as provided in this Agreement.

ARTICLE 6

MEETINGS OF MEMBERS; MANNER OF ACTING OF MEMBERS

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6.1Annual and Special Meetings of the Members. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, at such time and on such day in January, February, March or April of each year as the Directors shall each year fix, or at such other place, time or date as the Directors may fix and determine from time to time.

Special meetings of the Members, for any purpose or purposes, may be called by the Directors or by the Chairman or the President, and shall be called by or at the direction of the Directors or the Chairman or the President upon the written request of any Member or Members holding at least thirty percent (30%) of the outstanding Units.

No matter shall be presented to the Members at any annual or special meeting of the Members which has not been properly brought before the meeting in accordance with this Agreement and applicable laws, rules and regulations.

6.2Place of Meetings. The Directors, the Chairman or the President may designate any place, either within or outside the State of Iowa, as the place of meeting for the annual meeting or any special meeting of the Members. If no designation is made by the Directors or by the Chairman or the President, the place of meeting shall be the principal office of the Company in the State of Iowa.

6.3Notice of Meetings or of Action to be Taken Only by Ballot. Except as provided in Sections 6.4, 6.10 and 6.12, written notice stating the place, day and hour of all meetings of the Members and the purpose or purposes for which the meeting is called, shall be given to each Member not less than five nor more than sixty days before the date of the meeting, by or at the direction of the Directors, the Chairman or the President. The notice shall be given as provided in Section 13.1.

If the Directors determine that any matter or matters to be presented to the vote of the Members shall be done and taken only by a written ballot, without holding a meeting of the Members, notice of the matter or matters, along with the ballot, shall be given to the Members not less than five nor more than ninety days before the last date on which the Company will accept such ballot. The notice shall be given as provided in Section 13.1.

6.4Meeting of all Members. If all of the Members shall meet at any time and place, either within or outside of the State of Iowa, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken.

6.5Record Date. The record date for the purpose of determining the Members entitled to notice of or to vote at any meeting of the Members shall be the date on which notice of the meeting is given to the Members, or if no notice is required to be given of such meeting, the date of the meeting. A determination of the Members entitled to notice of or to vote at any meeting of the Members which has been made as provided in this Section shall also apply to any adjournment of the meeting in question. If the Directors determine that any matter or matters to be presented to the vote of the Members shall be done and taken only by a written ballot, without holding a meeting of the Members, the record date for the purpose of determining the Members entitled to notice of such matter or matters and to vote by ballot on such matter or matters shall be the date such notice and ballot are given to the Members.

6.6Voting Rights of Members. Except as otherwise provided in this Agreement (including Sections 4.2, 4.16, 4.17, 4.18, 4.19, and 4.20), the Members shall have one vote for each Unit held by them. A Member abstaining on any vote or withholding the Member's vote shall be counted present for quorum purposes, but the Units of the Member will not be counted as votes cast for or against the act, matter, decision, question or other determination in question.

This Section is intended to supersede and override, without limitation, Sections 489.401(4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

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6.7Quorum. The Members holding at least twenty-five percent (25%) of the outstanding Units (which shall include Members holding at least twenty-five percent (25%) of the outstanding Common and Class B Units, in the aggregate and, with respect to any matter upon which the Class A Units are entitled to vote, shall include Members holding at least twenty-five percent (25%) of the outstanding Class A Units), represented in person or by proxy or written ballot pursuant to Section 6.9, shall constitute a quorum at any meeting of the Members. In the absence of a quorum at a meeting of the Members, the Members holding at least a majority of the outstanding Units represented at the meeting may adjourn the meeting from time to time without further notice. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Units constituting at least twenty-five percent (25%) of the outstanding Units of the respective class or classes and which are represented by written ballots which have been timely and properly returned by the Members shall constitute a quorum of the Members of the respective class or classes for any matter or matters which are presented to the Members only by a written ballot, without a meeting of the Members.

6.8Manner of Acting. Except as provided in Section 10, and subject to Sections 4.17, 4.18, 4.19, and 4.20, and in the following paragraph in this Section with respect to Elected Directors, the vote of the Members holding at least a majority of the outstanding applicable Units eligible to vote and represented at a meeting at which a quorum of the Members is present shall be the act of the Members with respect to all votes, acts, matters, decisions, questions or other determinations whatsoever to be taken or made by the Members under the Certificate of Organization, this Agreement, the Iowa Act (including Sections 489.1003, 489.1007 and 489.1011 of the Iowa Act) or other applicable law, or otherwise, including with respect to the acts and matters specified in Section 4.16, any modification to the range of the number of Elected Directors set forth in Section 4.2, and the removal of an Elected Director under Section 4.9. Except as provided in the following paragraph in this Section with respect to Elected Directors, and subject to Sections 4.17, 4.18, 4.19, and 4.20, if a quorum of the Members has been obtained through the written ballots returned by the Members, the vote of at least a majority of the outstanding applicable Units eligible to vote which are represented by the written ballots which have been timely and properly returned by the Members shall be the act of the Members with respect to all votes, acts, matters, decisions, questions or other determinations whatsoever which are presented to the Members only by written ballot, including with respect to all of the matters listed in the preceding sentence. The Company and the Members hereby acknowledge and agree for purposes of Section 489.1014 of the Iowa Act that this Agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all of the Members, and the Members hereby affirmatively and expressly consent to such fact and this sentence.

The Elected Directors shall be elected by a plurality of the votes cast by the applicable Units eligible to vote at a meeting of the Members at which a quorum is present, or, if the vote on the election of the Directors was taken only by a written ballot, by a plurality of the votes cast by the applicable Units eligible to vote represented by the written ballots and for which at least a quorum of the Units was represented by such written ballots. This paragraph applies to the election of Elected Directors by the Members under both Section 4.2 and Section 4.10.

At all meetings of the Members, the Chairman, or in the absence of the Chairman, the Vice Chairman, or in the absence of the Vice Chairman, the individual designated by the vote of the Members holding at least a majority of the outstanding Units represented at the meeting in question, shall preside over and act as chairperson of the meeting. At all meetings of the Members, the Secretary, or in the absence of the Secretary, the individual designated by the chairperson of the meeting in question, shall act as secretary for the meeting.

The business at all meetings of the Members shall be transacted in such order and with such procedures as the chairperson may from time to time determine.

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The Directors may adopt rules and regulations for the conduct of the meetings of the Members, so long as such rules and regulations are not inconsistent with the Certificate of Organization, this Agreement, the Iowa Act or other applicable law.

This Section supersedes and overrides any provisions of the Iowa Act which might establish different approval percentages for the Members or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401(4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

6.9Proxies; Voting by Ballots. At all meetings of the Members, a Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Any such proxy must be filed with the Company before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise expressly provided in the proxy.

The Directors may determine that the vote on any one or more matters to be voted on by the Members may be taken only by a written ballot, without a meeting of the Members, or may include the use of a written ballot as part of or in connection with a meeting of the Members. The Directors may establish the form of written ballot and all such methods, processes and procedures for the use of written ballots as the Directors determine to be appropriate from time to time, including for the return and delivery of written ballots to the Company, the opening and tabulation of the results of the voting on matters voted upon by written ballot, the revocation of a written ballot by a Member, and the period of time during which the Company will accept the return of written ballots or will allow the revocation of a written ballot.

A Member who is not present in person at a Member meeting but who has returned a written ballot with respect to any matter which is presented to the Members at such meeting shall be counted present for purposes of determining whether a quorum is present to act on the matter, but shall not be counted present for purposes of determining the presence of a quorum to transact any other business at the Member meeting in question.

If a written ballot is properly completed and timely returned, the Units represented by the written ballot will be voted in accordance with the specifications provided in the written ballot.

No proposals may be made by any Member or any Director from the floor at any meeting of the Members with respect to any matter which was presented to the Members by written ballot pursuant to this Section, including to table any such matter.

The use of a written ballot for any matter to be voted upon by the Members shall not be deemed to be or constitute a solicitation of votes on behalf of the Directors or to otherwise be a solicitation of votes or of a proxy on behalf of any Person.

6.10Action Without a Meeting; Telephonic Meetings. Any action required or permitted to be taken at a meeting of the Members (whether an annual or special meeting) may be taken without a meeting and without notice if (i) the action is taken by the Members holding at least seventy-five percent (75%) of the outstanding Units eligible to vote on the action, and (ii) one or more written consents or written actions describing the action taken are signed by such Members. Any such written consent or written action shall be effective when the last such Member signs the written consent or written action, unless the written consent or written action specifies a different effective date. The record date for determining the Members entitled to take action without a meeting shall be the date the first Member signs the written consent or written action in question. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting by the Members by less than unanimous consent of the Members to each Member eligible to vote on the action who did not sign the written consent or written action in question, and which notice may be effectuated by giving a copy of

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such written consent or written action to each such Member who did not sign the written consent or written action. Any written consent or written action of the Members may be executed in counterparts, and may be given and received by the Company and any or all of the Members by any form of electronic transmission as provided in Section 13.1.

Any meeting of the Members may be held by, and any Member may participate in any meeting by, any means of communication, including telephone or video conference call or other telecommunications equipment or methods, by means of which all of the Members participating in the meeting can simultaneously hear each other during the meeting. A Member participating in a meeting by any such means or methods is deemed to be in attendance at and present in person at the meeting.

6.11Member Representative. Any Member that is not an individual may, by giving written notice to the Company, designate and appoint one or more individuals to act as the representative of the Member for all purposes related to the Company, including for purposes of participation of the Member in all meetings of the Members, the voting of the Units of the Member, the execution of any written consent or written action evidencing action of the Members taken without a meeting, and the giving of a proxy by the Member. A Member may change the identity of any of the Member's representatives at any time and from time to time, but shall provide written notice thereof to the Chairman, the President or the Secretary, with any such notice to only be effective upon receipt by the Chairman, the President or the Secretary. Any action taken by any individual who has been designated by a Member pursuant to this Section shall be binding upon such Member and may be relied upon, and acted on, by the Company, the Directors and all of the Members, without inquiry to, or confirmation from, such Member or any other individual who has been designated by the Member pursuant to this Section.

6.12Waiver of Notice. A Member may waive any notice required by the Iowa Act or this Agreement if the waiver is in writing and is signed by the Member, and whether before or after the date and time stated in such notice. A waiver of notice shall be equivalent to notice in due time as required by the Iowa Act or this Agreement.

The attendance of a Member (in person or by proxy or written ballot pursuant to Section 6.9) at, or participation in, a meeting shall constitute a waiver of notice of such meeting and of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE 7

CONTRIBUTIONS TO THE COMPANY, UNITS AND CAPITAL ACCOUNTS

7.1Units; Issuance of Units.

(a)Contributions. Each Member's Contribution shall be represented by Units, but the Directors may determine to issue Units to a Person without the Person making a Contribution, or being obligated to make a Contribution, to the Company.

An unlimited number of Units of any class are authorized.

The number of Units to be issued to any Additional Member and any Contribution for such Units shall be determined by the Directors as provided in Section 9.4, subject to Sections 4.16(e), 4.17(b), 4.18, 4.19, and 4.20.

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The Directors shall also determine the number of Units, if any, which shall be issued from time to time to any existing Member and any Contribution for any such Units, subject to Sections 4.16(e), 4.17(b), 4.18, and 4.20.

No subsequent Contributions may be required of any Member unless otherwise expressly agreed at the time of, or as imposed as a condition to, the issuance of Units to the Member in question.

(b)    Preemptive Rights. The Class A Member(s) shall have a preemptive right to acquire a pro rata portion of: (i) any additional Units, regardless of class, now or hereafter authorized, and (ii) any rights, options or warrants to acquire Units and other securities of any nature that are or may become convertible into Units (collectively "New Units") that the Company proposes to issue to any Person. For purposes of this Section 7.1(b), the “pro rata portion” of additional Units shall be determined by a fraction, the numerator of which is the number of outstanding Class A Units, and the denominator of which is the total of outstanding Units (including Class A Units, Class B Units, Class C Units, Class D Units, and Common Units). Except as set forth in this Section 7.1(b), no Member shall have any preemptive, preferential or other right to acquire any Units as the Directors (with Class A Unit approval as required by Section 4.17) may from time to time determine to issue to any Person.

(c)Classes of Units. As of the date of this Agreement, the Company has five classes of Units: Common Units, Class A Units, Class B Units, Class C Units, and Class D Units.

1.     Common Units. Each Common Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Common Units are entitled to vote. All Units outstanding prior to the effective date of this Agreement shall be “Common Units”.

2.    Class A Units. Each Class A Unit shall be entitled to one (1) vote on matters with respect to which the Members are entitled to vote, other than the election of Elected Directors. In addition, the Class A Units shall be entitled to certain preferences and rights as expressly set forth in this Agreement.

3.    Class B Units. Each Class B Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Class B Units are entitled to vote. In addition, the Class B Members shall be entitled to certain additional rights as expressly set forth in this Agreement.

4.    Class C Units. Each Class C Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Class C Units are entitled to vote. In addition, the Class C Members shall be entitled to certain additional rights as expressly set forth in this Agreement.

5.    Class D Units. Each Class D Unit shall be entitled to one (1) vote on matters with respect to which the Members holding Class D Units are entitled to vote. In addition, the Class D Members shall be entitled to certain additional rights as expressly set forth in this Agreement.

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Additional and different classes or series of Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine, with the approval of the holders of the Class A Units as required under Section 4.17, the holders of the Class B Units to the extent required by Section 4.18, the holders of the Class C Units to the extent required by Section 4.19, and the holders of the Class D Units to the extent required by Section 4.20. Such additional and different classes or series of Units may have different rights, powers and preferences (including, without limitation, designation of Directors, voting rights and distribution preferences), which may be different from or superior to those of existing Members. In the event of creation of such additional classes or series of Units (with the approval of the holders of the Class A Units, and the holders of the Class B units to the extent required by Section 4.18), the Company’s Unit records shall be updated as necessary by the Directors to reflect such Units and the Directors shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Units with such terms as the Directors shall deem appropriate, (b) the admission of the additional Members.

7.2Liability for Contributions. Unless otherwise expressly agreed by the Company at the time of the acceptance of a Member's offer or subscription to purchase Units or as may be otherwise expressly agreed by the Company at any time thereafter, a Member's obligation to make a Contribution to the Company is not excused by the Member's death, disability, or other inability to perform personally, and if a Member does not make a required Contribution, the Member or the Member's estate shall be obligated, at the option of the Company, to contribute money equal to the value of the part of the Contribution which has not been made.

The Company shall also have the authority to enter into an agreement with any Member that includes specified penalties for, or specified consequences of, the failure of the Member to make a required Contribution to the Company. The penalties or consequences may include reducing or eliminating the defaulting Member's proportionate interest in the Company, subordinating the Member's Units and related interest to those of the other Members, a forced sale of the Member's Units, forfeiture of the Member's Units, the lending by other Members of the amount necessary to meet the Member's commitment, a fixing of the value of the Member's Units by appraisal or by formula, and the redemption or sale of the Member's Units at such value.

This Section is not intended to, and does not, limit any of the rights and remedies which are available to the Company under this Agreement or at law, in equity, or otherwise, by reason of a Member's failure to timely and fully make a required Contribution to the Company.

7.3Capital Accounts.

(a)A separate Capital Account will be maintained for each Member. Each Member's Capital Account will be increased by (i) the amount of money contributed by such Member to the Company; (ii) the Gross Asset Value (as defined in Section 7.6) of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); and (iii) the amount of Net Profits allocated to such Member. Each Member's Capital Account will be decreased by (i) the amount of money distributed to such Member by the Company; (ii) the Gross Asset Value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code); (iii) the amount of Net Losses allocated to such Member; and (iv) the Member's share of expenditures described in Section 705(a)(2)(B) of the Code, unless such expenditures have already been deducted in determining Net Profits or Net Losses, as the case may be.

(b)In the event of a permitted Assignment of a Unit, the Capital Account of the assignor shall become the Capital Account of the assignee to the extent the Capital Account relates to the Unit which has been Assigned, but subject to Section 9.5.

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(c)The manner in which Capital Accounts are to be maintained pursuant to this Section is intended, and shall be construed, so as to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder, and in the event there exists any inconsistency, the Code and said Treasury Regulations shall control.

(d)Upon liquidation of the Company or any Deemed Liquidation Event, Distributions will be made to the Members in accordance with Section 10.2.

7.4No Priority on Return of Capital. Except as may be expressly provided with respect to any class or series of Units established hereunder, no Member shall have priority over any other Member as to the return of Contributions or Capital Accounts or as to Net Profits, Net Losses or Distributions. This Section shall not, however, apply to loans (as distinguished from Contributions) which a Member has made to the Company.

7.5No Demand of Member Capital. A Member shall not be entitled to demand or receive from the Company the return of the Member's Contribution or Capital Account, or the liquidation of the Member's Units, until the Company is dissolved in accordance with this Agreement.

7.6Gross Asset Value. The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

(a)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 Directors.

(b)The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Directors, as of the following times or such other times as permitted by the Treasury Regulations: (i) the acquisition of a Unit or Units by any Additional Member or any existing Member in exchange for more than a de minimis Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for a Unit; and (iii) the liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations; provided, however, that adjustments pursuant to the preceding clauses (i) and (ii) shall be made only if the Directors determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members.

(c)The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value of such asset on the date of Distribution, as determined by the Directors.

(d)The Gross Asset Values of Company assets shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent that the Directors determine that an adjustment pursuant to subparagraph (b) immediately above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).

(e)Notwithstanding anything in this Agreement which may appear to be to the contrary, if the Gross Asset Value of any asset differs from its adjusted tax basis for federal income tax purposes at the beginning of any Fiscal Year, then the depreciation for such asset shall, for purposes of determining each Member's Capital Account, be determined in accordance with its Gross Asset Value and not its adjusted tax basis, and the Gross Asset Value of such asset shall be adjusted to account for such depreciation.

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7.7Units May Be Referred to as Stock, Shares or Securities. The Units may be referred to as "stock", "shares", "securities" or other terms in any reports or other documents required to be filed by the Company or any Member with any governmental or regulatory authority, including the Securities and Exchange Commission, if required by, or as may be necessary or appropriate in order to be consistent with, any such report or document or any applicable law, rule or regulation.

7.8Fractional Units. The Company may issue fractional Units, rounded to the extent as determined by the Directors, to reflect the Contribution in question. If a Member holds a fractional Unit, such Member shall have a vote with respect thereto (if the right to vote with respect to the matter in question is otherwise provided for in this Agreement) equal to the amount of such fraction.

ARTICLE 8

ALLOCATIONS AND INCOME TAX; DISTRIBUTIONS

8.1Allocations of Profits and Losses from Operations.

(a)Except as may be otherwise required by Section 704(c) of the Code, the Net Losses and the Net Profits of the Company for each Fiscal Year shall be allocated among the Members pro rata, based upon the respective number of Units held by the Members. Any credit available for income tax purposes shall also be allocated among the Members pro rata, based upon the respective number of Units held by the Members.

(b)Notwithstanding subparagraph (a) immediately above, no loss shall be allocated to a Member if such allocation would cause such Member's Adjusted Capital Account to become negative or to increase the negative balance thereof.

(c)(1)    In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit balance of the Adjusted Capital Account of such Member as quickly as possible, provided that an allocation pursuant to this subparagraph (c)(1) shall only be made if and to the extent such Member would have a deficit balance in the Member's Adjusted Capital Account after all other allocations provided for in this Section 8.1 have been made as if this subparagraph (c)(1) were not in this Agreement.

(2)    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, if any, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of subparagraphs 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury 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 subparagraph (c)(2) 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 8.1 have been made as if subparagraph (c)(1) immediately above and this subparagraph (c)(2) were not in this Agreement.

(d)(1)    Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, and notwithstanding any other provision of this Section 8.1, if there is a net decrease in partnership minimum gain during any Fiscal Year, each Member 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 Member's share of the net decrease in partnership minimum gain, determined in accordance with Section 1.704-2(g) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated

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shall be determined in accordance with Section 1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations. This subparagraph (d)(1) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

(2)Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, and notwithstanding any other provision of this Section 8.1, if there is a net decrease in partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any Fiscal Year, each Member who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury 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 Member's share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member 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 Treasury Regulations. This subparagraph (d)(2) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

(3)Nonrecourse deductions for any Fiscal Year shall be specially allocated among the Members pro rata, based upon the respective number of Units held by the Members.

(4)Any partner nonrecourse deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the partner nonrecourse debt to which such partner nonrecourse deductions are attributable in accordance with Section 1.704-2(i)(1) of the Treasury Regulations.

(e)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the 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 the basis of the asset) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(f)Notwithstanding any other provision of this Agreement, the Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this subparagraph (f) shall only be made with respect to allocations pursuant to subparagraph (e) immediately above to the extent the Directors determine that such allocations will otherwise be inconsistent with the economic agreement among the Company and the Members as set out in this Agreement.

(g)The Directors shall have discretion, with respect to each Fiscal Year, to (i) apply the provisions of subparagraph (f) immediately above in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ii) divide all allocations pursuant to subparagraph (f) immediately above among the Members in a manner that is likely to minimize such economic distortions.

8.2Distributions. All Distributions of cash or other property to the Members shall be made to the Members pro rata, based upon the respective number of Units held by the Members, except for (i)

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Distributions to the Members upon the dissolution and winding up of the Company or any Deemed Liquidation Event, which Distributions are governed by Section 10.2, and (ii) Distributions to a Member pursuant to the Company's purchase or redemption of any of the Units of such Member. All such Distributions shall only be made in such amounts and at such times as are determined by the Directors from time to time, but subject to Section 8.3. Without limiting the generality of the foregoing, the Directors have the authority to make the determination of whether any Distribution that is declared by the Directors shall be made in the form of cash, debt, property or otherwise.

    The record date for the determination of the Members entitled to receive a Distribution shall be the date determined by the Directors, but in the absence of the Directors specifying a record date for a Distribution, the date on which the resolution declaring the Distribution to the Members is adopted by the Directors shall be the record date for such Distribution.

All amounts withheld pursuant to the Code or any provisions of foreign, federal, state or local tax law with respect to any payment or Distribution to any Member from the Company shall be treated as amounts distributed to the relevant Member pursuant to this Section.

Unless otherwise expressly provided by the Directors in connection with the declaration of a Distribution under this Section, (i) if a Member becomes entitled to a Distribution under this Section, the Member has the status of, and is entitled to all remedies available to, a creditor of the Company with respect to the Distribution; and (ii) the Company's indebtedness to a Member incurred by reason of a Distribution under this Section is at parity with the Company's indebtedness to the Company's general, unsecured creditors.

As provided above, this Section is not applicable to Distributions payable to the Members upon the dissolution and winding up of the Company or any Deemed Liquidation Event, which distributions are governed by Section 10.2.

8.3Limitation Upon Distributions. A Distribution shall not be made to any Member pursuant to Section 8.2 if after the Distribution any of the following applies: (i) the Company would not be able to pay its debts as they become due in the ordinary course of the Company's activities, or (ii) the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if any, if the Company were to be dissolved, wound up and terminated at the time of the Distribution, to satisfy the preferential rights upon dissolution, winding up and termination of any Members, if any, whose preferential rights are superior to the rights of the Members receiving the Distribution. A Distribution for purposes of this paragraph shall not include, without limitation, amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.

The effect of a Distribution for purposes of the preceding paragraph shall be measured and determined as of the applicable date or time specified in the Iowa Act, or if no such date or time is specified in the Iowa Act for the Distribution in question, as of the date the Distribution is declared. The Directors may base a determination that a Distribution is not prohibited under this Section on any financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other valuations or methods permitted by the Iowa Act or which are otherwise reasonable under the circumstances.

8.4Liability for Improper Distributions. A Director who consents to a Distribution that was made in violation of Section 8.3, and in consenting to such Distribution fails to comply with Section 11.1, shall only have liability to the Company for the amount of such Distribution that exceeds the amount that could have been distributed without the violation of Section 8.3, and only if, and then only to the extent as is, expressly and affirmatively required by the Iowa Act. A Member that receives a Distribution with actual knowledge that the Distribution to the Member was made in violation of Section 8.3 shall only be liable to the Company for the amount of such Distribution which exceeded the amount

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that could have been properly paid under Section 8.3, and only if, and then only to the extent as is, expressly and affirmatively required by the Iowa Act.

8.5No Interest on Contributions. No Member shall be entitled to interest on the Member's Contribution.

8.6Loans to or Other Business With the Company. Nothing in this Agreement shall prevent any Member from making secured or unsecured loans to the Company or transacting any other business with the Company.

8.7Returns and Other Elections. The Directors shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

All elections required or permitted to be made by the Company under federal, state or foreign tax or other laws shall be made by the Directors, including the following:

(a)to the extent permitted by applicable law and regulations, to elect to use an accelerated depreciation method on any depreciable unit of the assets of the Company;

(b)an election for the Company to be treated as an association taxable as a corporation for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3 or any corresponding elections under state or local law; and

(c)in the event of an Assignment of all or part of any of the Units of any Member, to elect, pursuant to Sections 734, 743 and 754 of the Code, to adjust the basis of the assets of the Company.

8.8 Tax Returns; Partnership Representative.

(a)    Tax Returns. The Company shall, without any further consent of the Members being required (except as specifically required herein), make any and all elections for federal, state, local and foreign tax purposes as the Company shall determine appropriate and shall have the right and authority to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members, 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 the Members.

(b)    Tax Matters Partner.     For all tax years prior to the tax year for which the Partnership Adjustment Procedures (as hereinafter defined) are first applicable to the Company, the Directors shall designate a Person as the “Tax Matters Member” of the Company in accordance with Section 6231(a)(7) of the Code (prior to amendment by the Budget Act (as hereinafter defined) and any regulations issued thereunder. “Partnership Adjustment Procedures” means Code sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015 (the “Budget Act”), including any other Code provisions with respect to the same subject matter and any Treasury Regulations promulgated or proposed under any such sections and any administrative guidance with respect thereto. The Tax Matters Partner has the right and obligation to perform all actions authorized and required, respectively, by statute or regulation. The Directors shall have the authority to designate, remove and replace the Tax Matters Member.

(c)    Partnership Representative. If, and to the extent that, provisions of the Budget Act apply to any audit of any income Tax Return of the Company (“Affected Tax Return”), then the following provisions shall apply:

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(i)Designation of Partnership Representative. The Company (or its designee) shall be the “partnership representative” (the “Partnership Representative”) in connection with any audit of such Affected Tax Return and shall serve as Partnership Representative pursuant to the terms of this Agreement and the Partnership Adjustment Procedures that apply to audits conducted pursuant to the Budget Act including notifying the IRS of its designation as such, as may be necessary or appropriate under the Budget Act.

(ii)Authority of the Partnership Representative. To the maximum extent permitted under the Partnership Adjustment Procedures, the Partnership Representative shall have the exclusive right to control all income Tax issues relating to an Affected Tax Return, including, by way of illustration and not in limitation, the power and authority without the consent of any Member to:

(A)    enter into any agreement with the IRS to extend the period for assessing any Tax that is attributable to any item that may be the subject of an audit of an Affected Tax Return;

(B)    settle any audit of an Affected Tax Return with the IRS concerning the adjustment of any Company item;

(C)    commence or settle any Tax court case or other judicial or administrative proceeding with respect to any Affected Tax Return; or

(D)     elect to have the provisions of the Budget Act apply to any Tax Return of the Company for any Tax year that commences prior to 2018.

(iii)Liability to be Paid at the Company Level. Any tax liability determined pursuant to an audit of an Affected Tax Return shall be paid at the Company level. Notwithstanding any provision in this section to the contrary, to the extent permitted by the Partnership Adjustment Procedures, with respect to any taxable year of the Company subject to the Partnership Adjustment Procedures, a Partnership Representative shall not take any of the following actions:

(A)    Make an election to opt out of the application of the Partnership Adjustment Procedures under Code Section 6221; or

(B)    Make an election under Code Section 6226(a) to push out a tax liability; or

(C)    Request any modification to an imputed underpayment under Code Section 6225 without prior approval of the Directors.

(iv)Notices, Consent and Failure to Obtain Consent. The Partnership Representative shall keep the Members advised of any dispute the Company may have with any federal, state or local taxing authority.

(v)Indemnification of Tax Matters Member and Partnership Representative. The Company and the Members specifically acknowledge, without limiting the general applicability of this Section, that the Partnership Representative, or the designated individual, if any, shall not be liable, responsible or accountable in damages or otherwise to the Company or any Member with respect to any action taken by him or her in this capacity and shall indemnify the Tax Matters Partner, the Partnership Representative and the designated individual against any liabilities arising out of such service, as long as the Partnership Representative or the designated individual, as applicable, did not act in bad faith or gross negligence. All out of pocket expenses incurred by the Partnership Representative or the designated individual in this capacity shall be considered expenses of the Company for which the Partnership Representative, or the designated individual shall be entitled to full reimbursement.

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ARTICLE 9

TRANSFER RESTRICTIONS; DRAG-ALONG RIGHTS

9.1General Restrictions. Except as otherwise provided in Section [NUMBER], no Member or Person shall Transfer any or all of such Member’s or Person’s Units, or any interest therein, voluntarily or involuntarily, or by operation or process of law or equity, unless and until: (1) the Units have been offered for sale to the Company as required by this Article IX, (2) such Transfer is approved by a majority of the Directors, and (3) such Transfer complies with all other provisions of this Article IX. “Transfer” means, as a noun, any voluntary or involuntary transfer, sale, gift, bequest, assignment, conveyance, granting of a pledge, security interest or other lien or encumbrance in, on or against a Unit, or other disposition of a Unit (or any right or interest in, under or arising from a Unit), whether voluntarily or involuntarily or by operation or any act or process of law or equity, or otherwise; and, as a verb, the term “Transfer” shall be interpreted and applied accordingly for purposes of this Agreement. A Member will be deemed to have Transferred its Units if it sells its assets or stock, merges, or in any way alters its structure to have the effect of shifting at least fifty-percent (50%) of the control of the Member to Persons other than those who controlled the Member when such entity became a Member.

9.2Conditions Precedent to Permitted Transfers. In addition to the other conditions of this Article IX, all of the following conditions must be satisfied to Transfer Units:

(a)The transferor and transferee shall execute and deliver to the Company such documents and instruments of Transfer that the Directors deem necessary or appropriate to effect such Transfer or to admit the transferee as a Substitute Member. If required by the Directors, the transferor and/or transferee shall pay or reimburse the Company for all reasonable costs and expenses connected with the Transfer, including but not limited to, legal fees and costs.

(b)The transferor and transferee 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 necessary to permit the Company to file required federal and state tax returns and other information statements or returns. The Company shall not be required to make any distribution with respect to any Transferred Units until it has received such information.

(c)Except in the case of a Transfer involuntarily by operation of law, either: (1) such Units shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (2) the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the transfer of securities.

(d)Except in the case of a Transfer involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be an “investment company” which is required to register under the Investment Company Act of 1940.

(e)Unless otherwise approved by the Directors, no Transfer shall be made except upon terms which would not, in the opinion of counsel reasonably acceptable to the Directors, result in the Company’s termination within the meaning of Code Section 708 or cause Code Sections 168(g)(1)(B), 168(h) or similar rules to apply to the Company. If the immediate Transfer of such Units would cause a termination within the meaning of Code Section 708, then if, in the opinion of counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be): (i) immediately Transfer only that portion of the Units as may, in the opinion of counsel, be Transferred without

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causing such a termination and (ii) enter into an agreement to Transfer the remaining Units at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless the parties to the Transfer agree to another method of securing the payment.

(f)The Transfer would not, in the determination of the Directors, cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7704(b).

(g)The transferee shall, by written instrument in form and substance reasonably satisfactory to the Directors, accept and adopt this Agreement and assume the transferor’s obligations under this Agreement with respect to the transferred Units.

(h)The Directors may waive any condition of this Section 9.2.

9.3Right of First Refusal. In addition to the other requirements of this Article IX, a Member desiring to Transfer Units (the “Transferor”) must first offer to sell such Units to the Company as provided by this Section 9.3. Any Person who becomes the owner or holder of any Units that were not first offered for sale as required herein shall be required to offer such Units for sale as provided herein.

(a)Offer. The offer (the “Offer”) to the Company and the other Members must be in writing and delivered to the Company’s address and the Members’ addresses set forth in the Membership Register. The Offer shall include: (1) a statement of the Transferor’s intention to Transfer the Transferor’s Units; (2) the number of Units desired to be Transferred; (3) the name and address of the intended transferees (a “Transferee”); (4) the price at which the Units are proposed to be sold; and (5) all other material terms of the proposed Transfer.

(b)Purchase Price. The purchase price for the Units shall be the price set forth in the Offer. If no purchase price exists (such as in the case of a pledge of Units), the purchase price shall be an appraised value as established by an appraised mutually agreed to by the Company and the Transferor.

(c)Acceptance. Within 30 days after receipt of the Offer, the Company may elect to purchase all, but not less than all, of the Units offered. To exercise an option to purchase, the Company shall give written notice to the Transferor (an “Acceptance Notice”).

(d)Closing. The closing shall take place at the Company’s office not more than 30 days after the date of an Acceptance Notice from the Company. The purchase price shall be payable on the terms set forth in the Offer. If the Offer lacks such terms, then the purchase price shall be paid in cash at closing.

(e)Release from Restriction. If the Company (1) rejects the Offer, (2) fails to submit an Acceptance Notice during the applicable election period, or (3) otherwise does not accept the Offer within the applicable election period, the Transferor may make a bona fide Transfer to the proposed Transferee. Such Transfer must be made in strict accordance with the terms set forth in the Offer. If the Transferor fails to consummate such Transfer within 60 days following the expiration of time for acceptance of the Offer by the Company, the Transferor’s Units shall again become subject to all of the terms, conditions and restrictions of this Section.

9.4Option to Purchase in the Event of Death or Involuntary Transfer.

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(a)Death of Member.

(i)Upon the Company’s receipt of notice of the death of a Member, the Company shall have an option to purchase all, but not less than all, of the deceased Member’s Units for the appraised value as determined in Section 9.3(b) above and upon the other terms and conditions provided in Sections 9.3(c) and 9.3(d) by giving an Acceptance Notice to the decedent’s estate and his or her executors, administrators, legal representatives and/or such parties’ successors in interest (the “Personal Representative”). The Personal Representative shall have a period of twelve months to respond to the offer from the Company.

(ii)Within the above referenced twelve-month period, the Personal Representative shall do all things necessary or appropriate to cause the decedent’s Units to be promptly Transferred in accordance with this Section 9.4.

(iii)If the Company fails to timely exercise the option granted to them under this Section 9.4(a), the Units of the deceased Member may be Transferred under the deceased Member’s will or trust or by operation of law, as applicable.

(iv)The Company may maintain life insurance on the lives of the Members in order to fund a purchase of the deceased Member’s Units. If the proceeds of the life insurance are not sufficient to pay the entire appraised value of the Units, the Company may issue a promissory note of for the deficit which shall be paid over a period of four years on a monthly basis which promissory note shall accrue interest at a rate of 4% per year simple interest.

(b)Involuntary Transfers.

(i)In the event of an Involuntary Transfer of all or any portion of a Member’s Units or any interest therein, such Member shall be deemed to have offered such Units for sale first to the Company on the date the Company receives notice of such Involuntary Transfer. Upon the Company’s receipt of such notice, the Company shall have the option to purchase some or all of such Units for the appraised value as determined in Section 9.3(b) above and upon the other terms and conditions provided in Sections 9.3(c) and 9.3(d) by giving an Acceptance Notice to the Transferring Member.

An “Involuntary Transfer” shall mean any of the following events:

(A)the appointment of a bankruptcy trustee or receiver with respect to the Member or the Member’s assets;

(B)the Member’s filing of a voluntary petition in bankruptcy, or the failure of an involuntary petition in bankruptcy filed against a Member to be dismissed within 60 days after filing;

(C)any levy, attachment or foreclosure of any Units or any interest therein, including the foreclosure of any charging order entered against a “transferable interest” (as that term is defined in the Act) under Section 489.503 of the Act, or any other foreclosure or execution of a lien or other charge on the Units or any interest therein;

(D)the appointment of a guardian or conservator with respect to the Member;

(E)the issuance of a court order in connection with a property division in a divorce proceeding, or the entrance into a settlement agreement in a divorce proceeding, which does not grant the Member sole ownership of the Units; or

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(F)any other involuntary sale, disposition or other Transfer (or any interest therein) of a similar nature.

(ii)If the Company fails to timely exercise the options granted to it under Section 9.4(b), the Units may be Transferred as required by law or court order with respect to such Involuntary Transfer. However, if such Involuntary Transfer is not completed within 120 days following the expiration of time for acceptance of the Offer by the Members, the Transferor’s Units shall again become subject to all of the terms, conditions and restrictions of this Section 9.4(b).

9.5Rights of Assignees; Effect of Transfer.

(a)A Transfer does not entitle the transferee of such Unit to: (1) vote such Unit(s) or to otherwise participate in the Company’s management (or to become Member or exercise any voting or management rights of a Member under this Agreement or the Act), (2) inspect the Company’s books and records or receive any information regarding the Company, or (3) any other rights of a Member under this Agreement or the Act. Rather, a Transfer only entitles the transferee to receive the allocations of Profits and Losses and distributions to which the transferor would have otherwise been entitled to with respect to such Unit(s), unless and until the transferee is admitted as a Substitute Member under Section 9.10. A transferee of Units (including a “transferee” of a “transferable interest,” as those terms are defined in the Act) who has not been admitted as a Substitute Member is sometimes referred to in this Agreement as an “Assignee.”

(b)A Transfer does not release the transferor from any debts, liabilities or obligations of the transferor to the Company, except as otherwise expressly set forth in this Agreement.

9.6Prohibition of Assignment. No Person shall Transfer any Unit if the Unit sought to be Transferred, when added to the other Units Transferred within the twelve (12) consecutive months before the Transfer, would result in the Company’s termination under Code Section 708. In the event of a Transfer of any Unit, the Members will determine whether the Company will elect under Code Section 754 (or corresponding provisions of future law) to adjust the basis of the Company’s assets.

9.7No Transfer after Dissolution Event. No Member may Transfer all or part of its Units after a Dissolution Event has occurred.

9.8Admission of Substituted Members. Subject to Sections 4.16(e) and 4.17(b), a transferee of Units shall be admitted as a Substitute Member only upon the prior written consent of the Directors and only if (1) such transferee, by execution of an addendum to this Agreement in a form satisfactory to the Directors, accepts and adopts this Agreement; and (2) such transferee complies with the conditions to Transfer set forth in Section 9.2. A transferee of Units who has become a Substitute Member in accordance with this Section 9.10 has, with respect to the Units that have been Transferred to such transferee, all of the rights and powers, and is subject to all of the restrictions and liabilities, of a Member under the Certificate, this Agreement and the Act.

9.9Prohibited Transfers. Any purported Transfer that is not authorized by or does not comply with this Article IX shall be null and void. In the case of an attempted Transfer not permitted by or in compliance with this Article IX, the party or parties attempting such Transfer shall indemnify and hold harmless the Company and other Members with respect to all costs, liabilities and damages incurred as a result of such attempted Transfer (including, without limitation, incremental tax liability and attorneys’ fees and expenses). Notwithstanding anything in this Agreement to the contrary, if the Company is required to recognize a Transfer that does not comply with this Article IX (or if the Directors, in their sole discretion, elects to recognize such a Transfer), the transferee of the Units shall only be entitled to the rights of an Assignee. Such rights may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Company.

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9.10Representations Regarding Transfers. Each Member hereby covenants and agrees that: (A) it is acquiring the Units for such Member’s own account and not for resale or distribution; (B) it is not making, and will not make, a market in Units; (C) it will not Transfer its Units on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (or any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department), and if such Regulations, revenue rulings, or other pronouncements treat arrangements commonly referred to as “matching services” as being a secondary market or substantial equivalent thereof, it will not Transfer any Units through a matching service that is not pre-approved by the Directors; and (D) it will not Transfer any Units to any Person unless such Person agrees to be bound by this Agreement, including, without limitation, this Article IX.

9.11Distribution and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with this Article IX, 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 Directors. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective as of the first day of the month following the month in which the Director formally approves such Transfer, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Directors may reasonably require within thirty days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person, who according to the Company’s books and records, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with this Section 9.11, whether or not the Directors or the Company has knowledge of any Transfer of ownership of any Units.

9.12No Dissolution or Termination. The Transfer of any Unit shall not dissolve or terminate the Company.

9.13Repurchase of Units by the Company. Any Member may at any time, but has no obligation to, tender any or all of the Units owned by that Member to the Company for purchase by the Company in accordance with the following:

(a)Any Member desiring to tender any of the Units owned by the Member to the Company (the "Tendering Member") must provide written notice of such desire to the Company (the "Tender Notice"). The Tender Notice must include, at a minimum, the name of the Tendering Member, the number of Units being tendered to the Company (the "Tendered Units"), and a statement that the tender is being made pursuant to this Section. The Company may require the Tender Notice to be on a form provided by the Company. A Tender Notice may be revoked at any time prior to the acceptance of the Tender Notice by the Company, by the Tendering Member providing written notice to that effect to the Company, but any such revocation notice shall only be deemed effective when received by the Company. The Company will consider Tender Notices in the order in which they are received by the Company.

(b)Subject to the satisfaction of the UMS Condition (as that term is defined in subparagraph (g) below), the Company shall have the right and option, but shall not be obligated, to purchase all, but not less than all, of the Tendered Units at any time within 45 days after the date on which the Company receives the Tender Notice. The Company may exercise such right and option by giving written notice thereof to the Tendering Member (the "Exercise Notice") at any time within such 45-day period. If the Company fails to give an Exercise Notice within that 45-day period, the Company shall be deemed to have declined to exercise its right and option to purchase the Tendered Units.

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(c)If the Company elects to purchase the Tendered Units, the closing of the sale and purchase shall occur on the date specified by the Company in the Exercise Notice (the "Closing Date"); provided, however, that the Closing Date must be at least 60 calendar days after, and shall not be more than 90 calendar days after, the date on which the Company received the Tender Notice.

(d)The per-Unit purchase price for the Tendered Units shall be the Discounted Average UMS Price (as that term is defined below) during the calendar quarter last ended before the date on which the Company received the Tender Notice. The Discounted Average UMS Price shall accordingly only be established four times during the Company's taxable year.

(e)The aggregate purchasepricepayable bytheCompanyfortheTenderedUnitsshallbepayablebytheCompanyinfull,bycheckoftheCompany,ontheClosingDateuponreceiptofthecertificateor certificates fortheTenderedUnitsfromtheTenderingMember,dulyendorsedfortransferor accompanied byseparatetransferpowersinformandcontentacceptable to theCompany. TheTenderingMembershallbedeemed,bysubmittingtheTenderNoticetotheCompanyandbysurrenderingthecertificatesfortheTenderedUnitstotheCompany,torepresentandwarranttotheCompanythatalloftheTenderedUnitsarebeingsoldandtransferredtotheCompanyfreeandclearofanyandallliens,restrictionsontransferability,reservations,securityinterests,pledgeagreements,buy-sellagreements,taxliens,charges,contractsofsale,votingagreements,votingtrusts,options,proxiesandotherclaims,demands,encumbrancesandrestrictionswhatsoever.TheTenderingMembershalldefend,indemnifyandholdtheCompanyharmlessfrom and against any suit, action, proceeding,claim,counterclaim,loss,liability,damage,amount,costand/orexpense(includingcourtcostsandattorneys'fees)inanywayrelatedto,connectedwithorarisingorresulting from any breachofthatrepresentationandwarrantybytheTendering Member.

(f)The term "Discounted Average UMS Price" means the amount determined by subtracting (1) the amount which is twenty percent (20%) of the UMS Average Price (as that term is defined below), from (2) the UMS Average Price. The term "UMS Average Price" means the amount determined by dividing (1) the aggregate amount paid by all buyers of Units pursuant to the Unit Matching Service (as that term is defined below) of the Company in transactions which closed during the calendar quarter last ended before the date on which the Company received the Tender Notice, by (2) the aggregate number of Units sold to those buyers. The term "Unit Matching Service" means the unit matching service as made available by the Company from time to time on the Company's website. The Company has no obligation, however, to continue to maintain the Unit Matching Service.

(g)The Company's right and option to purchase any Tendered Units pursuant to this Section is conditioned upon there having been at least two sales of Units pursuant to the Unit Matching Service which closed during the applicable calendar quarter (the "UMS Condition"), and if the UMS Condition is not satisfied and met, the Tender Notice shall be deemed to be of no force or effect and the Company shall notify the Tendering Member of such fact.

This Section is intended to constitute a redemption or repurchase agreement under Section 1.7704-1(f) of the Treasury Regulations, as amended from time to time, and is intended to, and shall be interpreted so as to, meet the requirements of Section 1.7704-1(f) of the Treasury Regulations. Without limiting the Company's right to decline to purchase any Tendered Units, for any reason and in the Company's sole discretion, the Company may decline to purchase any Tendered Units pursuant to this Section if such purchase would cause a violation of Section 1.7704-1(f) of the Treasury Regulations.

9.14Transfer of Class A Units. Notwithstanding any provision of this Agreement to the contrary, the provisions of Sections 9.1, 9.2, and 9.3, shall not apply to the Assignment of any Class A Units, provided that such Assignment (i) is permitted under the Securities Act and other applicable federal and state securities laws and (ii) shall not cause the Company to lose its status as a partnership for federal income tax purposes.

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9.15Drag-along Rights.

(a)Participation. If the Class A Members, voting as a separate class, and a majority of the Common Members, Class B Members, and Class C Members, voting together as a separate class (such Members, the “Dragging Member”) propose to Transfer, in one transaction or a series of related transactions, all of the Units owned by the Dragging Member (a “Drag-along Sale”), and the transaction is approved by the Directors, the Dragging Member shall have the right, after delivering the Drag-along Notice in accordance with Section 9.15(c) and subject to compliance with Section 9.15(d), to require that each other Member (each, a “Drag-along Member”) participate in such sale in the manner set forth in Section 9.15(b).

(b)Sale of Units. Subject to compliance with Section 9.15(d), each Drag-along Member shall sell in the Drag-along Sale all of the Units held by such Drag-along Member.

(c)Sale Notice. The Dragging Member shall exercise its rights pursuant to this Section 9.15 by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Member no more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Drag-along Sale and, in any event, no later than 20 days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall reference the Dragging Members’ rights and obligations hereunder and shall describe in reasonable detail: (i) the name of the person or entity to whom such Units are proposed to be sold; (ii) the proposed date, time and location of the closing of the sale; (iii) the proposed amount of consideration for the Drag-along Sale and the other material terms and conditions of the Drag-along Sale, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (iv) a copy of any form of agreement proposed to be executed in connection therewith.

(d)Conditions of Sale. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 9.15 are subject to the satisfaction of the following conditions:

(i)The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per percentage interest and the terms and conditions of such sale shall, except as otherwise provided in Section 9.15(d)(iii), be the same as those upon which the Dragging Member sells its Units;

(ii) If the Dragging Member or any Drag-along Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along Members; and

(iii)Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Member, the Drag-along Member shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or a Drag-along Member, which obligation shall be the sole obligation of such Dragging Member or Drag-along Member), in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

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(e)Cooperation. Each Drag-along Member shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Dragging Member, but subject to Section 9.15(d)(iii).

(f)Expenses. The fees and expenses of the Dragging Member incurred in connection with a Drag-along Sale and for the benefit of all Drag-along Members (it being understood that costs incurred by or on behalf of a Dragging Member for its sole benefit will not be considered to be for the benefit of all Drag-along Members), to the extent not paid or reimbursed by the Company, shall be shared by the Dragging Member and all the Drag-along Members on a pro rata basis, based on the consideration received by each such Member; provided, that no Drag-along Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-along Sale.

(g)Consummation of Sale. The Dragging Member shall have 60 days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which 60-day period may be extended for a reasonable time not to exceed 90 days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). If at the end of such period the Dragging Member has not completed the Drag-along Sale, the Dragging Member may not then exercise its rights under this Section 9.15 without again fully complying with the provisions of this Section 9.15.

ARTICLE 10

DISSOLUTION AND WINDING UP

10.1Dissolution. Subject to Class A Member approval in accordance with Section 4.17(j), the Company shall be dissolved, and its activities shall be wound up, upon the occurrence of any of the following events:

(a)at the time or on the happening of an event expressly and affirmatively specified in the Iowa Act to cause dissolution, and which the Iowa Act expressly and affirmatively provides cannot be varied, waived or altered, which as of the date of this Agreement were the events specified in Sections 489.701(1)(d), 489.701(1)(e) and 489.705 of the Iowa Act, but, with respect to Section 489.705, subject to the Company's rights under Sections 489.706 and 489.707 of the Iowa Act; or

(b)upon the affirmative vote of the Members taken or obtained in accordance with Article 6. This paragraph supersedes and overrides in entirety Section 489.701 of the Iowa Act.

Upon dissolution, the Company shall wind up its activities, and the Company continues after dissolution only for the purposes of winding up. In winding up the Company's activities, the Company shall discharge the Company's debts, obligations or other liabilities, settle and close the Company's activities, and marshal and distribute the assets of the Company. The Company may also engage in and take any or all of the actions permitted by Sections 489.702, 489.703 and 489.704 of the Iowa Act.

10.2Distribution of Assets Upon Dissolution or Deemed Liquidation. Upon the winding up of the Company or the occurrence of any Deemed Liquidation Event (as defined under Section 10.3), the assets of the Company shall be distributed in the following order:

(a)to creditors, including Members who are creditors (to the extent permitted by applicable law), in satisfaction of the liabilities of the Company;

(b)100% to the Class A Members in proportion to, and to the extent of, their respective Capital Contributions, reduced by the amount of distributions received by such Class A

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Members pursuant to Section 8.2 (“Class A Unreturned Contributions”), until such time as all Class A Unreturned Contributions have been reduced to zero;

(c)100% to the Class B Members in proportion to, and to the extent of, their respective Capital Contributions, reduced by the amount of distributions received by such Class B Members pursuant to Section 8.2) (“Class B Unreturned Contributions”), until such time as all Class B Unreturned Contributions have been reduced to zero;

(d)to all Members (Common, Class A, Class B, Class C, and Class D), pro rata based upon the respective number of Units held by the Members.

The Directors shall have the authority to make the determination of whether the distribution of assets under this Section to creditors, or any Distributions under this Section to the Members, shall be made in the form of cash, property or otherwise.

10.3“Deemed Liquidation Event”. For purposes of this Agreement, each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least fifty percent (50%) of the outstanding Class A Units elect otherwise by written notice sent to the Company prior to the effective date of any such event:

(a)    a merger or consolidation in which

(i)    the Company is a constituent party or

(ii)     a subsidiary of the Company is a constituent party and the Company issues any class of membership units pursuant to such merger or consolidation,

except any such merger or consolidation involving the Company or a subsidiary in which the membership units of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for any class of membership units that represent, immediately following such merger or consolidation, at least a majority, by voting power, of all classes of the membership units of (1) the surviving or resulting company; or (2) if the surviving or resulting company is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the parent company of such surviving or resulting company; or

(b)    (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or (2) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

10.4Statement of Dissolution or Termination; Post-Dissolution Statement of Authority. When all debts, liabilities and obligations of the Company have been paid and discharged or reasonably adequate provisions therefor have been made and all of the remaining property and assets of the Company have been distributed to the Members, a statement of dissolution and/or statement of termination and any other necessary or appropriate documents, as determined by the Directors, shall be executed and filed with the Iowa Secretary of State and with such other governmental, regulatory or other authorities as are determined by the Directors. Thereafter, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as may be expressly provided in the Iowa Act. The Directors and the officers of the Company shall have authority to distribute any property or assets of the

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Company discovered after dissolution, convey real estate and take all such other action as the Directors or the officers may determine to be necessary or appropriate on behalf of and in the name of the Company.

After a statement of dissolution becomes effective, the Directors or officers of the Company may execute and file or record with the Iowa Secretary of State and all such other governmental, regulatory or other authorities as are determined by the Directors or the officer in question, a post-dissolution statement of authority in a form permitted by the Iowa Act. The Directors or the officers of the Company may also execute and file or record such amendments to or cancellations of any such post-dissolution statement of authority as are determined by the Directors or the officers from time to time.

10.5Winding Up. Upon dissolution, each Member shall look solely to the assets of the Company for the return of the Member's Capital Account or to pay any Distributions owed to the Member. If the Company property remaining after the payment or discharge of the debts, liabilities and obligations of the Company is insufficient to return the Capital Account of a Member, or to pay any Distributions owed to the Member, such Member shall have no recourse against the Company, any Director, any officer of the Company or any other Member. No Member shall be required to restore any deficit in the Member's Capital Account and any such deficit shall not be treated as an asset of the Company.

The winding up of the affairs of the Company and the distribution of its property and assets shall be conducted exclusively by the Directors and the officers of the Company, and the Directors and the officers of the Company are hereby authorized to take all actions necessary or appropriate to accomplish such winding up and distribution, including selling any property or assets of the Company which the Directors or any officer deem necessary or appropriate to sell and the actions permitted by Sections 489.702, 489.703 and 489.704 of the Iowa Act.

ARTICLE 11

STANDARDS OF CONDUCT FOR DIRECTORS AND MEMBERS

11.1Standards For Directors. The only fiduciary duties a Director owes to the Company and the Members are the duty of loyalty and the duty of care set forth in the following subparagraphs (a) and (b):

(a)A Director's duty of loyalty to the Company and the Members is limited to the following:

(i)To account to the Company and to hold as trustee for the Company any property, profit or benefit derived by the Director regarding any of the following: (1) in the conduct or winding up of the Company's activities; (2) from a use by the Director of the Company's property; or (3) from the appropriation of a Company opportunity;

(ii)To refrain from dealing with the Company in the conduct or winding up of the Company's activities as or on behalf of a Person having an interest adverse to the Company; and

(iii)To refrain from competing with the Company in the conduct of the Company's activities before the dissolution of the Company;

provided, however, that (1) the Directors who are not interested in the specific act or transaction in question may, by the vote of a majority of those Directors, authorize or ratify, after full disclosure of all material facts, a specific act or transaction that would otherwise violate the above described duty of loyalty; (2) the Members who are not interested in the specific act or transaction in question may, by the vote of such Members who hold at least a majority of the outstanding Units held by such Members, authorize or ratify, after full disclosure of all material facts, a specific act or transaction that would otherwise violate the above described duty of loyalty; (3) it

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is a defense to a claim under subclause (ii) immediately above, and any comparable claim in equity or at common law, that the transaction was fair to the Company; and (4) the duty stated under subclause (iii) immediately above continues only until the winding up of the Company is completed.

(b)A Director's duty of care to the Company and the Members in the conduct and winding up of the Company's activities is to act with the care that a Person in a like position would reasonably exercise under similar circumstances and in a manner the Director reasonably believes to be in the best interests of the Company. In discharging this duty, a Director may rely in good faith upon opinions, reports, statements or other information provided by another Person that the Director reasonably believes is a competent and reliable source for the information.

In addition, a Director satisfies the above referenced duty of care if all of the following apply: (1) the Director is not interested in the subject matter of the business judgment; (2) the Director is informed with respect to the subject of the business judgment to the extent the Director reasonably believes to be appropriate in the circumstances; and (3) the Director has a rational basis for believing that the business judgment is in the best interests of the Company.

Notwithstanding anything which may appear to be to the contrary in the foregoing, a Director's duty of loyalty and duty of care to a Member is subject to Section 489.901(2) of the Iowa Act, and a Person challenging a Director's business judgment has the burdens of proof set forth in Section 489.409(7)(b) of the Iowa Act.

Notwithstanding anything which may appear to be to the contrary in Sections 11.1(a) and (b), the provisions of this Section 11 do not prevent Class A Members from engaging in the same business as the Company. The Members acknowledge that, in connection with the execution of this Agreement, the Company is entering into certain other Transaction Documents, pursuant to and as defined under that certain Class A Membership Unit Purchase Agreement between the Company and the Class A Member, including without limitation an Amended and Restated Management Services Agreement between the Class A Member and the Company (collectively, the “Class A Agreements”), and the Members agree that the execution and performance of the Class A Agreements, and any actions taken by the Class A Directors for the benefit of the Class A Member in connection with such Class A Agreements, shall not be in violation of any duty owed by the Class A Directors.

A Director shall also discharge the Director's duties under the Iowa Act and this Agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. The determination of whether a Director has met the obligation of good faith and fair dealing with respect to any particular matter shall be determined utilizing, and based on, a subjective standard based solely upon the actual knowledge and intent of the Director in question, and not based on a reasonableness, objective or other third party or general standard.

A Director does not violate a duty or obligation under the Iowa Act or under this Agreement merely because the Director's conduct furthers the Director's own interest.

The Company and the Members expressly state and agree that any and all exclusions, restrictions and/or limitations on or of, or any eliminations of, any of the duties or obligations of the Directors as set forth in this Section are not manifestly unreasonable and are consistent with the intent and desire of the Company and the Members.

11.2Limitation of Liability of Directors. In addition to the exclusions, restrictions, limitations and protections provided in Section 11.1, a Director shall not be liable to the Company or to the Members for money damages, except only for any of the following: (i) a breach of the duty of loyalty as specified in Section 11.1(a); (ii) a financial benefit received by the Director to which the Director is not entitled; (iii) a breach of a duty under Section 489.406 of the Iowa Act; (iv) intentional infliction of harm on the Company or a Member; or (v) an intentional violation of criminal law. If the Iowa Act or other applicable law is hereafter amended to authorize the additional or further elimination of or limitation on

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the liability of managers, then the liability of a Director, in addition to the elimination of and limitation on personal liability provided in this Section, shall be eliminated and limited to the extent of such amendment, automatically and without any further action, to the maximum extent permitted by law. Any repeal or modification of this Section or the provisions of the Iowa Act with respect to this Section shall be prospective only, and shall not adversely affect any elimination of or limitation on the personal liability, or any other right or protection, of a Director with respect to any state of facts existing at or prior to the time of such repeal or modification.

11.3Standards of Conduct for Members. A Member shall discharge the Member's duties under the Iowa Act and this Agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. A Member does not, however, have any fiduciary duty to the Company or to any other Member solely by reason of being a member of the Company, and a Member may, subject to any prohibitions, restrictions or other limitations set forth in any other agreement between the Member and the Company, engage in other business and activities in addition to being a member of the Company.

ARTICLE 12

INDEMNIFICATION

The Company shall reimburse for any payment made by, and indemnify for any debt, obligation or other liability incurred by, a Director or officer of the Company in the course of the Director's or the officer's activities on behalf of the Company, and shall otherwise indemnify and advance or reimburse expenses to each Director and officer of the Company for liability incurred by them in such capacities, or arising out of their status as such, to the full and maximum extent authorized or permitted by the Iowa Act or other applicable law. This Article does not limit or otherwise affect any provisions of this Agreement (including Sections 8.3, 8.4 and 11.1) which provide for any elimination of, or any restriction or limitation on, any duties or obligations otherwise imposed under Sections 489.405 or 489.409 of the Iowa Act.

If the Iowa Act or other applicable law is hereafter amended to authorize broader, additional or further indemnification, then the indemnification obligations of the Company shall be deemed to be amended automatically, and without any further action, to require indemnification and advancement and reimbursement of funds to pay for or reimburse expenses of the Directors and the officers of the Company to the full and maximum extent then permitted by law. Any repeal or modification of this Article or any other applicable provision of this Agreement, the Iowa Act or other applicable law shall not limit or adversely affect any indemnification or other obligations of the Company under this Article with respect to any acts or omissions occurring, in whole or in part, on or at any time prior to, or any state of facts existing, in whole or in part, on or at or any time prior to, the time of such repeal or modification. Each Person who is now serving or who shall hereafter serve as a Director or an officer of the Company shall be deemed to be doing so in reliance upon the rights provided for in this Article, and such rights shall continue as to a Person who has ceased to be a Director or an officer of the Company, as the case may be, and shall inure to the benefit of the heirs, executors, legal or personal representatives, administrators and successors of such Person. If this Article or any portion of this Article shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Director and officer of the Company to the full and maximum extent permitted by any portion of this Article that shall not have been invalidated.

Except only as may be limited by the express and affirmative requirements of the Iowa Act, the indemnification and advancement and reimbursement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights which a Director or an officer of the Company may have or hereafter acquire or become entitled to under any law or regulation, the Certificate of Organization, this Agreement or another agreement, vote of the Directors, vote of the Members or otherwise.

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The Company may, by action of the Directors, provide indemnification to such of the Members, employees and agents of the Company, and to such extent and to such effect, as the Directors may from time to time determine to be appropriate.

The Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was a Director, Member, officer, employee or agent of the Company, or while a Director, Member, officer, employee or agent of the Company, is or was serving at the request of the Company as a manager, member, director, officer, partner, trustee, employee or agent of a limited liability company, corporation, partnership, limited partnership, joint venture, trust, employee benefit plan or other Person, against any liability asserted against such Person or incurred by such Person in such capacity, or arising from or out of such Person's status as such, and whether or not the Company could, under the Iowa Act, eliminate or limit such Person's liability to the Company for the conduct giving rise to the liability, or would have the power to indemnify such Person against such liability under the provisions of this Article, the Iowa Act or otherwise. The Company may create a trust fund, grant a security interest and/or use other means (including letters of credit, surety bonds and/or similar arrangements), as well as enter into contracts providing for indemnification to the maximum extent permitted by law and including as a part thereof any or all of the foregoing, to ensure the payment of such sums as may be necessary to effect full indemnification. The Company's obligation to make indemnification and to pay expenses pursuant to this Article shall be in excess of any insurance purchased and maintained by the Company. To the extent that indemnity or expenses of a Person entitled to indemnification and payment of expenses pursuant to this Article are paid on behalf of or to such Person by such insurance, such payments shall be deemed to be applied towards satisfaction of the Company's obligation to such Person to make indemnification and to pay expenses pursuant to this Article.

All references to "indemnify", "indemnification" and other variations of those words in this Article are intended to include the advancement and/or reimbursement of the costs and expenses of the Director, officer or other Person in question.

ARTICLE 13

MISCELLANEOUS PROVISIONS

13.1Notices. Subject to the last paragraph in this Section, all notices, demands, requests and other communications desired or required to be given under this Agreement ("Notices"), shall be in writing and shall be given by:

(i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, addressed to the address for Notices.

Subject to the last paragraph in this Section, all Notices shall be deemed given and effective upon the earlier to occur of: (i) the hand delivery of the Notice to the address for Notices; (ii) one business day after the deposit of the Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (iii) three business days after depositing the Notice in the United States mail as set forth in the preceding paragraph.

Subject to the last paragraph in this Section, all Notices to a Director or a Member shall be addressed to the address of the Director or the Member, as the case may be, as it appears in the Company's records, and all Notices to the Company shall be sent to both the principal office and to the registered agent and office of the Company as set forth in the records of the Iowa Secretary of State, or to such other Persons or at such other place as the Director, the Member or the Company, as the case may be, may by Notice designate as a place for service of Notice.

Notwithstanding the foregoing or any other term or condition of this Agreement, or otherwise, which may appear to be to the contrary, any notice, demand, request or other communication desired or required to be given by the Company under this Agreement may be given by the Company to a Director or to a Member by any form of electronic transmission, and any notice given by any form of electronic

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transmission shall be deemed to be the equivalent of written notice for all purposes, and such electronic transmission and notice shall be deemed to be given and effective upon the Company's transmission thereof to the Director or the Member in question. An electronic transmission may include any process of communication not involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient, and shall include e-mail to the last e-mail address as may from time to time be supplied to the Company by any Director or Member. Each Director and Member shall be responsible for notifying the Company in writing of any change in the e-mail address of such Director or Member. Notwithstanding any term or condition of this Agreement or otherwise which may appear to be to the contrary, any written consent or written action by any Director or by any Member may also be given and received by the Company and by the Director or the Member, as the case may be, by any form of electronic transmission.

13.2Application of Iowa Law. This Agreement is entered into and performable in material part in Iowa, and the application and interpretation hereof shall be governed by and construed in accordance with the laws of the State of Iowa, and, subject to the following, specifically the Iowa Act, but without regard to provisions thereof relating to conflicts of law or choice of law.

Without limiting Section 13.11, any statements in this Agreement that provide that certain sentences, sections or other provisions of this Agreement supersede and override certain provisions or sections of the Iowa Act are not intended to be exclusive statements regarding that issue, and other sentences, sections and provisions of this Agreement also supersede and override various provisions or sections of the Iowa Act, with it being the intent and desire of the Company and the Members that the Certificate of Organization and this Agreement shall be the sole and exclusive statement and agreement by and among the Members and between the Members and the Company and that the Certificate of Organization and this Agreement therefore override and supersede the Iowa Act to full and maximum extent permitted by the Iowa Act. Without limiting the generality of the foregoing, in the event of any conflict or inconsistency between any of the terms and conditions of this Agreement and the Iowa Act, the terms and conditions of this Agreement are intended by the Company and the Members to govern and control to the full extent of such conflict or inconsistency.

13.3Execution of Additional Instruments; Power of Attorney to Directors. Each Member agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments that are necessary to comply with any laws, rules or regulations, or to evidence the authority of the Directors or the officers of the Company under this Agreement.

Without limiting the generality of the foregoing, and in addition thereto, each Member hereby constitutes and appoints each and all of the Directors, acting singly or together, as the Member's true and lawful agent and attorney in fact, with full power and authority and in such Member's name, place and stead, to make, execute, acknowledge, deliver, file and record all such documents and instruments as may be appropriate to carry out the intent and purposes of this Agreement or the business and affairs of the Company, including any amendments or restatements of this Agreement or the Certificate of Organization as may be approved or adopted by the Directors and/or the Members from time to time in accordance with this Agreement. The foregoing power of attorney is coupled with an interest and shall be irrevocable and survive the death or incapacity of each Member, may be exercised by the Directors by a single signature of a Director acting as attorney in fact for all of the Members, and shall survive any Assignment of Units by a Member.

13.4Construction. Words and phrases in this Agreement shall be construed as in the singular or plural number, and as masculine, feminine or neutral gender, according to the context, including all references to "Directors" or "Director" or to "Members" or "Member" during any period of time that the Company only has, respectively, one Director or one Member. The use of the words "herein", "hereof", "hereunder" and other similar compounds of the word "here" refer to this entire Agreement and not to any particular article, section, paragraph or provision. Any reference in this Agreement to an "Article", a "Section" or a "Schedule" is to the article, section or schedule of this Agreement, unless otherwise expressly indicated. The words "include", "includes" and "including" are used in this Agreement in a nonexclusive manner and fashion, that is so as to include, but without limitation, the items, facts, acts or

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matters in question. Any reference in this Agreement to a section of the Iowa Act, the Code, the Treasury Regulations, or the Exchange Act, or to a rule under the Exchange Act, shall, unless otherwise expressly provided in this Agreement, be a reference to such section or rule as amended from time to time and to any successor section or rule or redesignated section or rule. This Agreement shall not be construed more strongly against the Company or any Director or Member regardless of who was more responsible for its preparation.

13.5Headings and Captions. The headings, captions or titles of articles, sections and paragraphs in this Agreement are provided for convenience of reference only, and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and such titles or captions do not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms or conditions.

13.6No Waiver. No failure or delay on the part of the Company, any Director, any officer of the Company or any Member in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Except as may be otherwise provided in this Agreement, the remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be available to the Company, any Director, any officer of the Company or any Member at law, in equity or otherwise.

13.7Severability. In the event any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue to be valid and enforceable. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable as written, but valid, legal and enforceable if modified, then such provision shall be deemed to be amended to such extent as shall be necessary for such provision to be valid, legal and enforceable and it shall be enforced to that extent. Any finding of invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.8Binding Effect on Heirs, Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Company, the Directors, the officers of the Company, the Members and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Company, the Directors, the officers of the Company, the Members, and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, any rights, remedies, liabilities or obligations under or by reason of this Agreement.

13.9Creditors. Without limiting Section 13.8, none of the provisions of this Agreement are for the benefit of, or are enforceable by, any creditor of the Company.

13.10Counterparts. This Agreement may be executed by one or more of the Members on any number of separate counterparts or addendums (including by e-mail or facsimile transmission), and said counterparts and addendums taken together shall be deemed to constitute one and the same agreement.

13.11Entire Agreement. Without limiting Section 13.2, the Certificate of Organization, this Agreement, the Unit Assignment Policy, any statements of authority that are executed pursuant to Sections 4.1 or 10.3 and any exhibits and schedules to this Agreement constitute the entire agreement pertaining to the subject matters of this Agreement and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings in connection with the subject matters of this Agreement. Any exhibits and schedules are incorporated into this Agreement as if set forth in their entirety and constitute a part of this Agreement. This Agreement supersedes and replaces in entirety the Prior Operating Agreement.

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13.12Indemnification; Specific Performance. Each Member shall defend, indemnify and hold the Company, the Directors and each of the other Members harmless from and against any suit, proceeding, action, claim, counterclaim, loss, liability, damage, cost and/or expense (including attorneys' fees and court costs) in any way related to, connected with or arising or resulting from any misrepresentation or any breach or nonfulfillment of, or default under, any term or condition of this Agreement by the Member, including any breach or nonfulfillment of, or default under, Article 9.

Each Member respectively acknowledges and agrees that the Company shall be entitled to, and hereby instructs and directs any court or other authority to grant the Company, specific performance of the duties and obligations of the Member under Section 5.7 and Article 9.

13.13Consent to Jurisdiction. The Company, each Director, each officer of the Company and each Member hereby submit to the non-exclusive jurisdiction of any United States or Iowa court sitting in Story County, Iowa or Polk County, Iowa in any action or proceeding arising out of or relating to this Agreement, and the Company, each Director, each officer of the Company and each Member hereby agree that all claims in respect of any such action or proceeding may be heard and determined in any such United States or Iowa court. The Company, each Director, each officer of the Company and each Member waive any objection, including any objection to the laying of venue or based on the grounds of forum nonconveniens, which they may now or hereafter have to the bringing of any such action or proceeding in any such court. The Company, each Director, each officer of the Company and each Member consent to the service of any and all process in any such action or proceeding brought in any such court by the delivery of copies of such process to them at the address specified for Notices for them.

13.14Waiver of Action for Partition. Each Member unconditionally and irrevocably waives any right that the Member may have to maintain any action for partition with respect to any of the assets or properties of the Company.

13.15Waiver of Jury Trial. The Company, each Director, each officer of the Company and each Member hereby waive any right to a jury trial with respect to and in any action, proceeding, suit, claim, counterclaim, demand or other matter whatsoever arising out of this Agreement.

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IN WITNESS WHEREOF, this Agreement is made and entered into effective as of the ______ day of _______, 2021.

MEMBERS

By:    /s/ Jeff Taylor                

Jeff Taylor, Director and

as Attorney In Fact for the Members

[SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED OPERATING

AGREEMENT OF

LINCOLNWAY ENERGY, LLC DATED AS OF

____, 2021]

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APPENDIX A

Membership Units Issued and Outstanding

As of ___________, 2021

Class	Number of Units	Percentage Interest
Common
Class A
Class B
Class C
Class D

Board of Directors

Elected:

Jeff Taylor –     most recently elected at the 2017 annual meeting for a three year term (expiring at 2020 annual meeting)

Bill Couser –     most recently elected at the 2018 annual meeting for a three year term (expiring at the 2021 annual meeting)

Rick Vaughan –     most recently elected at the 2018 annual meeting for a three year term (expiring at the 2021 annual meeting); reclassified by Board of Directors to a term expiring at the 2022 annual meeting (to provide for staggered terms)

Class A Directors:

Robert Brummels

Dan Heard

James Krause            

Marvin Stech

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HB: 4837-9580-7915.3

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