Common use of Membership Certificates Clause in Contracts

Membership Certificates. “Membership Certificates” in the form determined by the Board may be delivered representing all Interests to which Members are entitled. If issued, such Membership Certificates shall be separately numbered, and shall be entered in the books of the Company and on the Membership Register, as they are issued. Each Membership Certificate shall state on the face thereof the holder’s name, the Interests and such other matters as may be required by applicable laws. Each such Membership Certificate shall be signed by a Governor of the Company. The signature of the Governor upon the Membership Certificates may be by facsimile or electronic signature. Subject to Section 10, upon surrender to the Company of a Membership Certificate for Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to Transfer, it shall be the duty of the Company to issue a new Membership Certificate to the person entitled thereto, cancel the old Membership Certificate and record the transaction upon its books and records and the Membership Register. Upon classification of the Units in accordance with Section 8.1 hereof, the Membership Register shall be updated to reflect the appropriate classification of each issued and outstanding Unit without any affirmative obligation of any Member or the Company to amend or reissue Membership Certificates. The Membership Register shall be determinative of the classification of all issued and outstanding Membership Units as of the Effective Date. Any Membership Certificate issued after the Effective Date shall identify the appropriate classification of the Units represented by such Membership Certificate. Each Member hereby agrees that the following legend, as the same may be amended by the Board in its sole discretion, may be placed upon any counterpart of this Agreement, the Articles, or any other document or instrument evidencing ownership of Units: THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE OWNERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE OF OWNERSHIP IS SUBJECT TO THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT OF GRANITE FALLS ENERGY, LLC, AS AMENDED FROM TIME TO TIME. COPIES OF THE OPERATING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE BOARD OF GOVERNORS OF GRANITE FALLS ENERGY, LLC.

Membership Certificates. “Membership Certificates” in the form determined by the Board may be delivered representing all Interests to which Members are entitled. If issued, such Membership Certificates shall be separately consecutively numbered, and shall be entered in the books of the Company and on the Membership Register, as they are issued. Each Membership Certificate shall state on the face thereof the holder’s name, the Interests and such other matters as may be required by applicable laws. Each such Membership Certificate shall be signed by a Governor one or more Officers of the CompanyCompany and may be sealed with the seal of the Company or a facsimile thereof if adopted. The signature of the Governor Officers upon the Membership Certificates may be by facsimile or electronic signaturefacsimile. Subject to Section 10Article X, upon surrender to the Company of a Membership Certificate for Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to Transfer, it shall be the duty of the Company to issue a new Membership Certificate to the person entitled thereto, cancel the old Membership Certificate and record the transaction upon its books and records and the Membership Register. Upon classification of the Units in accordance with Section 8.1 hereof, the Membership Register shall be updated to reflect the appropriate classification of each issued and outstanding Unit without any affirmative obligation of any Member or the Company to amend or reissue Membership Certificates. The Membership Register shall be determinative of the classification of all issued and outstanding Membership Units as of the Effective Date. Any Membership Certificate issued after the Effective Date shall identify the appropriate classification of the Units represented by such Membership Certificate. Each Member hereby agrees that the following legend, as the same may be amended by the Board in its sole discretion, may be placed upon any counterpart of this Agreement, the ArticlesMembership Certificates, or any other document or instrument evidencing ownership of Units: THE SALEThe sale, PLEDGEpledge, HYPOTHECATIONhypothecation, ASSIGNMENT OR TRANSFER OF THE OWNERSHIP INTEREST REPRESENTED BY THIS assignment or transfer of the ownership interest represented by this CERTIFICATE OF OWNERSHIP IS SUBJECT TO THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT OF GRANITE FALLS ENERGYis subject to the terms and conditions of the Operating Agreement of Husker Ag, LLC, AS AMENDED FROM TIME TO TIMEas amended from time to time. COPIES OF THE OPERATING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE BOARD OF GOVERNORS OF GRANITE FALLS ENERGYCopies of the Operating Agreement may be obtained upon written request to the Board of Directors of Husker Ag, LLC.

Membership Certificates. “Membership Certificates” in the form determined by the Board may be delivered representing all Interests to which Members are entitled. If issued, such Membership Certificates shall be separately consecutively numbered, and shall be entered in the books of the Company and on the Membership Register, as they are issued. Each Membership Certificate shall state on the face thereof the holder’s 's name, the Interests and such other matters as may be required by applicable laws. Each such Membership Certificate shall be signed by a Governor Director of the CompanyCompany and may be sealed with the seal of the Company or a facsimile thereof if adopted. The signature of the Governor Director upon the Membership Certificates may be by facsimile or electronic signaturefacsimile. Subject to Section Article 10, upon surrender to the Company of a Membership Certificate for Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to Transfer, it shall be the duty of the Company to issue a new Membership Certificate to the person entitled thereto, cancel the old Membership Certificate and record the transaction upon its books and records and the Membership Register. Upon classification of the Units in accordance with Section 8.1 hereof, the Membership Register shall be updated to reflect the appropriate classification of each issued and outstanding Unit without any affirmative obligation of any Member or the Company to amend or reissue Membership Certificates. The Membership Register shall be determinative of the classification of all issued and outstanding Membership Units as of the Effective Date. Any Membership Certificate issued after the Effective Date shall identify the appropriate classification of the Units represented by such Membership Certificate. Each Member hereby agrees that the following legend, as the same may be amended by the Board in its sole discretion, may be placed upon any counterpart of this Agreement, the Articles, or any other document or instrument evidencing ownership of Units: THE SALEThe sale, PLEDGEpledge, HYPOTHECATIONhypothecation, ASSIGNMENT OR TRANSFER OF THE OWNERSHIP INTEREST REPRESENTED BY THIS assignment or transfer of the ownership interest represented by this CERTIFICATE OF OWNERSHIP IS SUBJECT TO THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT OF GRANITE FALLS ENERGYis subject to the terms and conditions of the Operating Agreement of Husker Ag, LLC, AS AMENDED FROM TIME TO TIMEas amended from time to time. COPIES OF THE OPERATING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE BOARD OF GOVERNORS OF GRANITE FALLS ENERGYCopies of the Operating Agreement may be obtained upon written request to the Board of Directors of Husker Ag, LLC.

Membership Certificates. “Membership Certificates” " in the form determined by the Board Beard may be delivered representing represexxxxx all Interests to which Members are entitled. If issued, such Membership Certificates shall be separately consecutively numbered, and shall be entered in the books of the Company and on the Membership Register, as they are issued. Each Membership Certificate shall state on the face thereof the holder’s 's name, the Interests and such other matters as may be required by applicable laws. Each such Membership Certificate shall be signed by a Governor Director of the CompanyCompany and may be sealed with the seal of the Company or a facsimile thereof if adopted. The signature of the Governor Director upon the Membership Certificates may be by facsimile or electronic signaturefacsimile. Subject to Section Article 10, upon surrender to the Company of a Membership Certificate for Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to Transfer, it shall be the duty of the Company to issue a new Membership Certificate to the person entitled thereto, cancel the old Membership Certificate and record the transaction upon its books and records and the Membership Register. Upon classification of the Units in accordance with Section 8.1 hereof, the Membership Register shall be updated to reflect the appropriate classification of each issued and outstanding Unit without any affirmative obligation of any Member or the Company to amend or reissue Membership Certificates. The Membership Register shall be determinative of the classification of all issued and outstanding Membership Units as of the Effective Date. Any Membership Certificate issued after the Effective Date shall identify the appropriate classification of the Units represented by such Membership Certificate. Each Member hereby agrees that the following legend, as the same may be amended by the Board in its sole discretion, may be placed upon any counterpart of this Agreement, the Articles, or any other document or instrument evidencing ownership of Units: THE SALEThe sale, PLEDGEpledge, HYPOTHECATIONhypothecation, ASSIGNMENT OR TRANSFER OF THE OWNERSHIP INTEREST REPRESENTED BY THIS assignment or transfer of the ownership interest represented by this CERTIFICATE OF OWNERSHIP IS SUBJECT TO THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT OF GRANITE FALLS ENERGYis subject to the terms and conditions of the Operating Agreement of NEDAK Ethanol, LLC, AS AMENDED FROM TIME TO TIMEas amended from time to time. COPIES OF THE OPERATING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE BOARD OF GOVERNORS OF GRANITE FALLS ENERGYCopies of the Operating Agreement may be obtained upon written request to the Board of Directors of NEDAK Ethanol, LLC.

Membership Certificates. “Membership Certificates” MEMBERSHIP CERTIFICATES" in the form determined by the Board may be delivered representing all Interests to which Members are entitled. If issued, such Membership Certificates shall be separately consecutively numbered, and shall be entered in the books of the Company and on the Membership Register, as they are issued. Each Membership Certificate shall state on the face thereof the holder’s 's name, the Interests and such other matters as may be required by applicable laws. Each such Membership Certificate shall be signed by a Governor Director of the CompanyCompany and may be sealed with the seal of the Company or a facsimile thereof if adopted. The signature of the Governor Director upon the Membership Certificates may be by facsimile or electronic signaturefacsimile. Subject to Section Article 10, upon surrender to the Company of a Membership Certificate for Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to Transfer, it shall be the duty of the Company to issue a new Membership Certificate to the person entitled thereto, cancel the old Membership Certificate and record the transaction upon its books and records and the Membership Register. Upon classification of the Units in accordance with Section 8.1 hereof, the Membership Register shall be updated to reflect the appropriate classification of each issued and outstanding Unit without any affirmative obligation of any Member or the Company to amend or reissue Membership Certificates. The Membership Register shall be determinative of the classification of all issued and outstanding Membership Units as of the Effective Date. Any Membership Certificate issued after the Effective Date shall identify the appropriate classification of the Units represented by such Membership Certificate. Each Member hereby agrees that the following legend, as the same may be amended by the Board in its sole discretion, may be placed upon any counterpart of this Agreement, the Articles, or any other document or instrument evidencing ownership of Units: THE SALEThe sale, PLEDGEpledge, HYPOTHECATIONhypothecation, ASSIGNMENT OR TRANSFER OF THE OWNERSHIP INTEREST REPRESENTED BY THIS assignment or transfer of the ownership interest represented by this CERTIFICATE OF OWNERSHIP IS SUBJECT TO THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT OF GRANITE FALLS ENERGYis subject to the terms and conditions of the Operating Agreement of Husker Ag, LLC, AS AMENDED FROM TIME TO TIMEas amended from time to time. COPIES OF THE OPERATING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE BOARD OF GOVERNORS OF GRANITE FALLS ENERGYCopies of the Operating Agreement may be obtained upon written request to the Board of Directors of Husker Ag, LLC.

Membership Certificates. “Membership Certificates” As stated in paragraph (9), The LLC shall issue certificates representing an owner’s value based on FMV. The value of the certificates provide an owners exit value should that owner decide to terminate their holdings in the form determined business. The certificates are non-voting. Each certificate shall show the name of the LLC, the name of the owner, and state that the person named is an owner in the LLC and is entitled to all the rights granted members of the LLC under the articles of organization, certificate of formation or a similar organizational document, this operating agreement and provisions of law. Each membership certificate shall be consecutively numbered, stamped with the LLC seal and signed by the Board CEO and any one of the other officers CFO, CCO or CMO. The certificates may be delivered representing all Interests to which Members are entitledinclude any additional information considered appropriate for inclusion by the owners on membership certificates. If no seal or signature is attached to the certificates, these certificates are considered invalid and will not be recognized by the LLC. The CFO will maintain a register of all certificates issued, such Membership Certificates cancelled or transferred. In addition to the above information, all ownership certificates shall be separately numberedbear a prominent legend on their reverse side stating, and shall be entered summarizing or referring to any transfer restrictions that apply to memberships in the books LLC under the articles of organization, certificate of formation or a similar organization document and/or this operating agreement. The records book will be maintained by the CFO and will contain a list of the Company names and on addresses of all persons to whom certificates have been issued, show the Membership Register, as they are issued. Each Membership Certificate shall state on the face thereof the holder’s name, the Interests and such other matters as may be required by applicable laws. Each such Membership Certificate shall be signed by a Governor date of the Company. The signature issuance of the Governor upon the Membership Certificates may be by facsimile or electronic signature. Subject to Section 10, upon surrender to the Company of a Membership Certificate for Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to Transfer, it shall be the duty of the Company to issue a new Membership Certificate to the person entitled thereto, cancel the old Membership Certificate each certificate and record the transaction upon its books date of all cancellations and records transfers of membership certificates. Certificates will be issued at the next meeting following any meeting in which contributions are made to the LLC. A member may sell his/her certificates to any member in the LLC or to an outside party. However, the officers will need to vote on the sale to an outside party and a 51% vote would be needed for a sale to take place. If approved, the Membership Register. Upon classification new member’s anniversary date will be that of the Units in accordance with Section 8.1 hereofpurchase date of these certificates. In both cases, the Membership Register shall original certificates must be updated to reflect surrendered and cancelled and new certificates issued in the appropriate classification of each issued and outstanding Unit without any affirmative obligation of any Member or the Company to amend or reissue Membership Certificatesnew members' name. The Membership Register shall number of certificates surrendered will equal the number of certificates issued. The valuation method of these certificates can be determinative of the classification of all issued and outstanding Membership Units as of the Effective Date. Any Membership Certificate issued after the Effective Date shall identify the appropriate classification of the Units represented by such Membership Certificate. Each Member hereby agrees that the following legend, as the same may be amended by the Board found in its sole discretion, may be placed upon any counterpart of this Agreement, the Articles, or any other document or instrument evidencing ownership of Units: THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE OWNERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE OF OWNERSHIP IS SUBJECT TO THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT OF GRANITE FALLS ENERGY, LLC, AS AMENDED FROM TIME TO TIME. COPIES OF THE OPERATING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE BOARD OF GOVERNORS OF GRANITE FALLS ENERGY, LLCparagraph (9).

Membership Certificates. Each Member shall be entitled to a certificate evidencing its Interest in the Company (the “Membership Certificates” in the Certificate”), a form determined by the Board may be delivered representing all Interests to of which Members are entitled. If issued, such is attached hereto as Annex A. Membership Certificates shall be separately in such form as shall be approved by the Board, and may bear the seal of the Company or a facsimile thereof. Membership Certificates shall be consecutively numbered, signed by one or more officers of the Company (which signatures may be by facsimile), and shall be entered state the following on the face thereof: (i) that the Company is a limited liability company formed under the Act, (ii) that the Membership Certificate evidences the Member’s Interest in the books Company, and (iii) the name of the Member. In case the officer of the Company and who has signed or whose facsimile signature has been place on the Membership Register, as they are issued. Each Membership Certificate such certificate shall state on the face thereof the holder’s name, the Interests and such other matters as may have ceased to be required by applicable laws. Each such Membership Certificate shall be signed by a Governor of the Company. The signature of the Governor upon the Membership Certificates may be by facsimile or electronic signature. Subject to Section 10, upon surrender to the Company of a Membership Certificate for Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to Transfer, it shall be the duty an officer of the Company to issue a new Membership Certificate to before such certificate is issued, it may be issued by the Company with the same effect as if such person entitled thereto, cancel the old Membership Certificate and record the transaction upon its books and records and the Membership Register. Upon classification were an officer of the Units in accordance with Section 8.1 hereofCompany at the time of its issue. In addition, the all Membership Register Certificates shall be updated to reflect the appropriate classification of each issued and outstanding Unit without any affirmative obligation of any Member or the Company to amend or reissue Membership Certificates. The Membership Register shall be determinative of the classification of all issued and outstanding Membership Units as of the Effective Date. Any Membership Certificate issued after the Effective Date shall identify the appropriate classification of the Units represented by such Membership Certificate. Each Member hereby agrees that have affixed thereto the following legend, as the same may be amended by the Board in its sole discretion, may be placed upon any counterpart of this Agreement, the Articles, or any other document or instrument evidencing ownership of Units: “THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE OWNERSHIP INTEREST REPRESENTED EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF OWNERSHIP 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (I)(A) SUCH DISPOSITION IS SUBJECT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER OF THIS CERTIFICATE HAS DELIVERED TO THE TERMS AND CONDITIONS COMPANY AN OPINION OF THE OPERATING AGREEMENT OF GRANITE FALLS ENERGY, LLC, AS AMENDED FROM TIME TO TIME. COPIES OF THE OPERATING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST COUNSEL TO THE BOARD EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF GOVERNORS SECTION 5 OF GRANITE FALLS ENERGYSUCH ACT, LLCWHICH OPINION AND COUNSEL MUST BE REASONABLY SATISFACTORY TO THE COMPANY, OR (C) SUCH HOLDER HAS OBTAINED A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH DISPOSITION, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, AND (II) SUCH DISPOSITION IS PURSUANT TO, OR UNDER AN EXEMPTION FROM, REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS.”

Membership Certificates. “Membership Certificates” " in the form determined by the Board may be delivered representing all Interests to which Members are entitled. If issued, such Membership Certificates shall be separately consecutively numbered, and shall be entered in the books of the Company and on the Membership Register, as they are issued. Each Membership Certificate shall state on the face thereof the holder’s 's name, the Interests and such other matters as may be required by applicable laws. Each such Membership Certificate shall be signed by a Governor one or more Officers of the CompanyCompany and may be sealed with the seal of the Company or a facsimile thereof if adopted. The signature of the Governor Officers upon the Membership Certificates may be by facsimile or electronic signaturefacsimile. Subject to Section 10Article X, upon surrender to the Company of a Membership Certificate for Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to Transfer, it shall be the duty of the Company to issue a new Membership Certificate to the person entitled thereto, cancel the old Membership Certificate and record the transaction upon its books and records and the Membership Register. Upon classification of the Units in accordance with Section 8.1 hereof, the Membership Register shall be updated to reflect the appropriate classification of each issued and outstanding Unit without any affirmative obligation of any Member or the Company to amend or reissue Membership Certificates. The Membership Register shall be determinative of the classification of all issued and outstanding Membership Units as of the Effective Date. Any Membership Certificate issued after the Effective Date shall identify the appropriate classification of the Units represented by such Membership Certificate. Each Member hereby agrees that the following legend, as the same may be amended by the Board in its sole discretion, may be placed upon any counterpart of this Agreement, the ArticlesMembership Certificates, or any other document or instrument evidencing ownership of Units: THE SALEThe sale, PLEDGEpledge, HYPOTHECATIONhypothecation, ASSIGNMENT OR TRANSFER OF THE OWNERSHIP INTEREST REPRESENTED BY THIS assignment or transfer of the ownership interest represented by this CERTIFICATE OF OWNERSHIP IS SUBJECT TO THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT OF GRANITE FALLS ENERGYis subject to the terms and conditions of the Operating Agreement of Husker Ag, LLC, AS AMENDED FROM TIME TO TIMEas amended from time to time. COPIES OF THE OPERATING AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE BOARD OF GOVERNORS OF GRANITE FALLS ENERGYCopies of the Operating Agreement may be obtained upon written request to the Board of Directors of Husker Ag, LLC.