TRADING SERVICE AGREEMENT
THIS AGREEMENT, is made and entered into this 31st day of December, 2004 by and between Great Plain Ethanol, LLC a South Dakota limited liability company with its principal offices located at 27716 462nd Avenue, Chancellor, South Dakota 57015 (hereinafter “Great Plains”), and Alerus Securities Corporation, with its principal offices located at 2300 Columbia Road South, Grand Forks, North Dakota 58201 (hereinafter “Alerus”).
WHEREAS, Great Plains desires to establish a service to facilitate the trading of capital units among members and non-members of Great Plains; and
WHEREAS, to provide an orderly trading market for its securities, Great Plains desires that its members and non-members purchase, sell and transfer their capital units in Great Plains through an “alternative trading system” (ATS) as defined by Rule 300(a) of Regulation ATS established pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”); and
WHEREAS, Alerus is a broker-dealer registered with the Securities and Exchange Commission (SEC), the National Association of Securities Dealers (NASD), and the State of South Dakota, among others, and has established an ATS to trade certain securities; and
WHEREAS, Alerus has offered to trade the capital units of Great Plains on its ATS (the “Trading Service”) which Alerus represents will comply with all applicable state and federal securities laws; and
WHEREAS, Great Plains has agreed to engage the services of Alerus to provide the Trading Service and Alerus desires to provide such services under the terms and conditions hereinafter described;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1) Appointment and Acceptance. Great Plains appoints Alerus as its sole and exclusive agent for the operation and administration of the Trading Service and Alerus accepts such appointment.
2) Operation of the Trading Service. Alerus shall operate the Trading Service in accordance with the terms and conditions set forth in the Operational Manual attached hereto as Exhibit “A,” and shall at all times comply with all applicable
requirements for registered broker-dealers and alternative trading systems under the Exchange Act and state securities laws.
3) Escrow Account. Alerus shall establish an escrow account (the “Escrow Account”) with a reputable bank (the “Escrow Agent”) where all funds contributed toward the purchase of Great Plains’ capital units will be deposited by the buyer of capital units. Alerus shall provide Great Plains with all relevant information describing the Escrow Account so that Great Plains may coordinate and, if necessary, contract with the Escrow Agent the completion of all transactions in a timely and efficient manner.
4) Transfer Agent. Great Plains shall designate a transfer agent (the “Transfer Agent”) for the transfer of the capital unit certificates and other necessary documents of Great Plains. Great Plains shall provide Alerus and the Escrow Agent with all relevant information required to complete the transfer of capital units on Great Plains’ books and records, including, but not limited to, the authorized contact person and the mailing and e-mail address of the Transfer Agent, so that the Escrow Agent may obtain from the Transfer Agent all information and authorizations necessary to complete sales transactions and specifically to inform the Escrow Agent when and to whom payment is to be made.
5) Fees Payable to Alerus. For its operation of the Trading Service, Alerus shall be compensated as follows:
a) Initial Set-up Fee. Upon execution of the parties’ original Trading Service Agreement, Great Plains shall pay Alerus an initial set-up fee of Five Thousand and No/Dollars ($5,000.00).
b) Annual Maintenance Fees. During the term of this Agreement, except for the 2005 year, Great Plains shall pay Alerus, an annual maintenance fee of Five Thousand and no/100 Dollars ($5,000.00), the total sum due on or before January 1, 2006.
c) Transaction Fee. The seller of capital units will be assessed a fee of three percent (3.0%) of the sale price for each transaction of capital units, the minimum fee per listing being Two Hundred Fifty and no/100 Dollars ($250.00) and the maximum fee per listing being Two Thousand Five Hundred and no/100 Dollars ($2,500.00).
6) Term of Agreement. This Agreement shall become effective on January 1, 2005 and the term shall expire on December 31, 2006.
7) Termination. Great Plains and Alerus expressly agree that this Agreement may be terminated by either party (i) at the end of the term, with or without cause, upon written notice given to the other party not less than four months (one trimester)