Badger State Ethanol Bulletin Board General Information
(a) If you do not have a buyer or seller of Units that you wish to sell or purchase, you may post your interest in buying or selling Units on the Badger State Ethanol, LLC ("Badger State" or the "Company") bulletin board ("Bulletin Board") that will be available for that purpose. You are not obligated to use the bulletin board to buy or sell Units. You may agree to buy or sell Units without using the Bulletin Board.
(b) The Bulletin Board allows you to post your interest in buying or selling Units of Badger State Ethanol. Information posted on the bulletin board will help identify persons who have an interest in selling Units of the Company that you may wish to purchase, or in buying Units you may wish to sell. Persons who list their interest on the Bulletin Board are not bound to buy or sell the Units listed or the number of Units listed or at the listed price. The Bulletin Board is for listing an interest only, and is not a list of binding offers to buy or sell Units. Listings that do not result in a consummation of a transaction are subject to re-listing restrictions.
(c) Badger State Ethanol will be acting as transfer agent and can be contacted at:
820 West 17th Street
P.O. Box 317
Monroe, WI 53566
(d) If you wish to post an interest to buy or sell Units, please contact Badger State Ethanol, LLC at (608) 325 3900 or email firstname.lastname@example.org You will be required to submit a posting request and consent form to the Company.
(e) If you are interested in responding to a posting on the bulletin board, please utilize the contact information provided therein to contact the person who posted the interest.
(f) All postings will have a date reflecting when they were posted.
(g) All postings are subject to the rules adopted by Badger State Ethanol governing the use of the bulletin board, which rules are subject to change or revocation by Badger State Ethanol without notice.
(h) By clicking below, you agree that you are either (i) an existing member of Badger State Ethanol or (ii) an accredited investor (as defined in the Securities Act of 1933, as amended).
Badger State Ethanol Bulletin Board Rules
The following rules shall apply to and govern the use of the bulletin board and any transaction consummated using the Badger State Ethanol Bulletin Board.
(a) All applicable state and federal securities laws (including the anti-fraud and anti-manipulation provisions) apply to any interest posted or transaction consummated using the bulletin board.
(b) Any person that is a broker-dealer, an associated person of a broker-dealer, or who has a state securities license is responsible for identifying that fact.
(c) "Two-sided postings" in which a person indicates an interest to buy at one price and an interest to sell at another price are prohibited.
(d) Multiple postings by the same person at the same time are prohibited. Persons may only have a single posting at any one time.
(e) The registration requirements of the federal, state and foreign securities laws apply to all offers to sell or purchases and sales consummated through the Bulletin Board, in the absence of an available exemption from registration. Persons utilizing the Bulletin Board must make their own determination of whether an exemption from such registration requirements are available.
(f) All postings over ninety (90) days old will be removed without notice. Persons may request an earlier removal of their posting, provided no postings may be removed earlier than thirty (30) days following the date posted. No person may re-enter a posting onto the Bulletin Board for at least thirty (30) days after the removal of the person's earlier posting (unless such removal is due to the consummation of a transaction relating to such earlier posting).
(g) All transactions consummated using the Bulletin Board must be executed by the parties thereto independently of Badger State Ethanol or any of its affiliates.
(h) All transactions consummated using the Bulletin Board must otherwise comply with the rules for the transfer of Units. Upon consummation of the transaction using the Bulletin Board, the applicable posting will be removed from the Bulletin Board.
(i) The Company will report the purchase price per unit and number of units purchased on all purchase and sale transactions approved by the Board of Directors. Names of the parties to the purchase and sale transactions will NOT be reported.
(j) By use of the Bulletin Board, users of the Bulletin Board agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, and agents from any and all claims of any kind arising out of participation with or Units appearing on the Bulletin Board.
(k) Posting of an interest to sell or an interest to buy does not represent a firm offer to sell or offer to purchase.
(l) The Company may deny posting by any person for any reason in its discretion, provided that the Company is under no obligation to conduct any due diligence or investigation into the persons posting an interest on the Bulletin Board.
Badger State Ethanol Bulletin Board Important Notices and Disclaimers
CAUTION! THE FOLLOWING DISCLAIMERS AND IMPORTANT NOTICES APPLY TO USE OF THE BULLETIN BOARD AND ANY TRANSACTION CONSUMMATED USING THE BULLETIN BOARD. YOU SHOULD READ AND UNDERSTAND THE FOLLOWING IMPORTANT NOTICES AND DISCLAIMERS BEFORE USING THE BULLETIN BOARD.
(a) The fact that Badger State Ethanol and its Board of Directors approve transfers of Units and report the purchase price to its members does not reflect any endorsement or recommendation of the Board or the Company as the adequacy or fairness of the consideration paid for the Units.
(b) Badger State Ethanol does not assure that any particular transaction posted on the Bulletin Board will occur as to any particular number of Units or at any particular price.
(c) Badger State Ethanol has not conducted any due diligence on or investigation into the persons posting an interest to buy or sell on the Bulletin Board, and persons utilizing the Bulletin Board agree to do so completely at their own risk without endorsement or guaranty by the Company of any particular result or transaction consummated thereunder.
(d) Neither the Units nor Badger State Ethanol is listed on a national securities exchange or other regulated securities market.
(e) Badger State Ethanol is not a registered national securities exchange, securities information processor, broker, dealer or investment adviser.