Terms & Conditions of Use, Legal and Privacy Policy - E Energy Adams, LLC Bulletin Board

The following sets forth the terms and conditions that govern the trading of membership units of E Energy Adams, LLC through the E Energy Adams bulletin board, adopted in accordance with IRS regulations regarding qualified matching services. These terms and conditions may be modified from time to time. To continue, please read the following terms and conditions, check the box indicating that you have read, understand and agree to be bound by these Terms and Conditions, and click “Continue.”

1. E Energy Adams Bulletin Board.

  • Interested buyers or sellers of membership units must complete a Buyer Registration Form or Seller Registration Form , as applicable. Please click on the links in the preceding sentence to download these forms or request the forms from our office at (402) 988-4655. Once completed, the forms may be faxed to our office at (402) 988-5205; mailed to E Energy Adams, 13238 East Aspen Road, Adams, Nebraska 68301; emailed to contact@eenergyadams.com or dropped off in person at the office. E Energy Adams, LLC personnel will enter the information received onto the bulletin board.
  • The E Energy Adams bulletin board displays only non-firm quotations, meaning that the quotes by sellers or buyers do not obligate any sale or purchase at the quoted price. All references herein to sales, purchases and offers to sell or purchase units are qualified by this non-firm quotation status. All bid prices or ask prices are subject to the execution of a written purchase agreement between the buyer and seller, compliance with the operating agreement of E Energy Adams, LLC and the approval of the E Energy Adams, LLC Board of Directors. E Energy Adams, LLC does not assure that any particular transaction will occur as to any particular number of units or at any particular price. All transactions between users must be executed by the users independent of E Energy Adams, LLC or any of its affiliates.

2. Timing of Transaction

  • Once an offer to sell membership units is posted on the bulletin board, the seller and the buyer of those units cannot enter into a binding agreement to transfer the units until the 15th day after the units are posted on the bulletin board. If a Unit Transfer Application for the units is executed prior to the 15th day after posting, E Energy Adams, LLC will disallow the transfer.
  • Once a Unit Transfer Application is executed in accordance with the guidelines above, the sale of units cannot close prior to the 45th day after units are posted on the bulletin board. If 45 days have not yet passed, E Energy Adams, LLC will disallow the transfer. The “close” of the sale means the earlier of (i) the passage of title to the membership units (which will occur upon transfer of the units on the official register of E Energy Adams, LLC), or (ii) the payment of the purchase price. Therefore, payment of the purchase price for the membership units may not occur until after the transfer has been approved by the Board of Directors of E Energy Adams, LLC.
  • An offer to sell must be removed from the bulletin board within 120 days of its listing and may not be reentered onto the bulletin board for at least 60 days after its deletion
  • E Energy Adams, LLC will maintain records to ensure compliance with the timing provisions contained herein. All agreements between buyers and sellers with respect to membership units are subject to the approval of the Board of Directors of E Energy Adams, LLC. The Board of Directors will consider any purchase agreement and the accompanying request for a transfer of membership units at its next regularly scheduled meeting following the date the purchase agreement is submitted to E Energy Adams, LLC. In making its determination for approval, the Board of Directors will take into account compliance with these Terms and Conditions, the requirements of the E Energy Adams Operating Agreement and compliance with applicable laws and regulations, including IRS regulations regarding the avoidance of being classified as a publicly traded partnership and federal and state securities laws.

3. Sales of Membership Units

  • To post membership units for sale on the E Energy Adams, LLC bulleting board, a Seller Registration Form must be completed and returned to E Energy Adams, LLC as described above. The information required of the seller includes the name, address, telephone number and e-mail address of the seller, the number of units proposed to be sold and the non-firm price quotation (on a per-unit basis). Membership units for sale must be set forth in whole units and price quotations must be set forth in whole dollars and cents.
  • Upon submission of a Seller Registration Form, E Energy Adams, LLC will take appropriate steps for the purpose of verifying ownership of the membership units and determining whether the seller’s units are qualified to be sold. If E Energy Adams, LLC determines that the seller is not eligible to sell her/his/its units for any reason, the seller will be promptly notified and, if already listed on the bulletin board, the membership units will be removed from the bulletin board.
  • In the case of any error made in the entry of the seller’s information onto the bulletin board, it shall be the seller’s responsibility to notify E Energy Adams of such error, including the quantity of membership units to be sold or the proposed price per unit. Modifications to offers to sell posted on the bulletin board may be made only in the case of error made by E Energy Adams, LLC in the entry of seller’s information. Any modifications made shall result in a restarting of the 15-day and 45-day wait periods for executing a purchase agreement and closing on the sale of membership units, respectively. In the case of an error by the seller, the listing on the bulletin board may be removed, but the seller may not re-post the same membership units for sale on the bulletin board for a period of 60 days following such a removal.
  • A seller may remove a bulletin board listing at any time prior to the signing of a purchase agreement. Upon written notice of a request for such a removal by the seller, E Energy Adams, LLC will remove the listing from the bulletin board. A seller that removes an offer to sell from the bulletin board may not re-post the same membership units for sale on the bulletin board for a period of 60 days following such a removal.

4. Purchases of Membership Units

  • To place an offer to purchase membership units for sale on the E Energy Adams, LLC bulleting board, a Buyer Registration Form must be completed and returned to E Energy Adams, LLC as described above. The information required of the buyer includes the name, address, telephone number and e-mail address of the buyer, the number of units proposed to be purchased and the non-firm price quotation (on a per-unit basis). Offers to purchase membership units must be set forth in whole units and price quotations must be set forth in whole dollars and cents.
  • Upon submission of a Buyer Registration Form, E Energy Adams, LLC will take appropriate steps for the purpose of verifying the buyer’s qualification to purchase  in accordance with these Terms and Conditions. If E Energy Adams, LLC determines that the buyer is not eligible to purchase units for any reason, the buyer will be promptly notified and, if already listed on the bulletin board, the buyer’s offer to purchase membership units will be removed from the bulletin board.
  • In the case of any error made in the entry of the buyer’s information onto the bulletin board, it shall be the buyer’s responsibility to notify E Energy Adams of such error, including the quantity of membership units to be purchased or the proposed price per unit. Modifications to offers to purchase posted on the bulletin board may be made only in the case of error made by E Energy Adams, LLC in the entry of buyer’s information. Any modifications made shall result in a restarting of the 15-day and 45-day wait periods for executing a purchase agreement and closing on the sale of membership units, respectively. In the case of an error by the buyer, the listing on the bulletin board may be removed, but the buyer may not re-post another offer to purchase membership units on the bulletin board for a period of 60 days following such a removal.
  • A buyer may remove a bulletin board listing at any time prior to the signing of a purchase agreement. Upon written notice of a request for such a removal by the buyer, E Energy Adams, LLC will remove the listing from the bulletin board. A buyer that removes an offer to purchase from the bulletin board may not re-post another offer to purchase membership units on the bulletin board for a period of 60 days following such a removal.

5. Matching of Buyers and Sellers

  • The E Energy Adams, LLC bulletin board is intended solely to match interested buyers with interested sellers, based on non-firm price quotations posted by such buyers and sellers. The bulletin board will not automatically effect matches between buyers and sellers, nor will E Energy Adams, LLC personally contact potential buyers and sellers about matches on the bulletin board. Rather, it is the sole responsibility of those sellers and buyers listed on the bulletin board to track the relevant information, determine whether an agreement as to price, quantity and other terms may be reached and to contact each other using the contact information provided.
  • The buyer and the seller are responsible for negotiating a purchase agreement for the purchase and sale of E Energy Adams, LLC membership units. Buyers and sellers shall be responsible for obtaining their own legal representation in connection with sales and purchases of membership units. A purchase agreement must comply with these Terms and Conditions, describe the terms and conditions of the sale transaction, provide that the buyer will become a member of E Energy Adams, LLC and include a counterpart signature page to the E Energy Adams, LLC Operating Agreement, as amended from time to time, and provide that no consideration shall be paid from the buyer to the seller until after approval has been received from the E Energy Adams, LLC Board of Directors, and within the permissible time periods described herein.
  • A copy of the executed purchase agreement and a Unit Transfer Application executed by the buyer and seller shall be submitted to E Energy Adams, LLC. The Board of Directors of E Energy Adams, LLC may request additional information or documentation, as deemed necessary or appropriate, as a condition to reviewing or approving the Unit Transfer Application or purchase agreement.
  • Upon approval or disapproval of a Unit Transfer Application and accompanying purchase agreement, the E Energy Adams, LLC Board of Directors shall promptly notify the buyer and seller. If approved, E Energy Adams, LLC shall provide information concerning processing of the documentation to complete the transaction. All sales shall become effective, if at all, upon such date as the Board of Directors shall designate.

6. Miscellaneous

  • E Energy Adams, LLC will retain records of buyer and seller quotations listed on the bulletin board, and information concerning finalized sales of membership units, including the name of the buyer, name of the seller, price per unit and number of units sold for a period of at least three years following any purchase or sale, and will make such information available to the SEC and to the Nebraska Department of Banking and Finance upon request. E Energy Adams, LLC will also make available the three-year bulletin board history to bulletin board participants upon request. Those buyers and sellers participating on the E Energy Adams, LLC bulletin board consent by such participation to the publication of such information.
  • Neither E Energy Adams, LLC nor any affiliate of E Energy Adams, LLC will (i) receive any compensation for creating or maintaining the bulletin board; (ii) receive any compensation for the use of the bulletin board; (iii) be involved in any purchase or sale negotiations arising from the bulletin board; (iv) offer or provide advice regarding the merits or shortcomings of any particular trade; (v) use the bulletin board, directly or indirectly, to offer to buy or sell securities, except in compliance with applicable securities laws, including any applicable registration requirements (absent an available exemption therefrom); or (vi) receive, transfer or hold funds or securities as an incident of operating the bulletin board. However, directors, officers and employees of E Energy Adams, LLC may participate as buyers or sellers on the bulletin board on their own behalf with respect to membership units beneficially owned by such directors, officers or employees, provided that these Terms and Condition are otherwise complied with. In any such transaction, the director, officer or employee shall act only in his or her personal capacity on his or her own behalf, and shall not act in his or her capacity as a director, officer or employee of E Energy Adams, LLC.
  • Pursuant to Internal Revenue Service regulations, the total number of E Energy Adams, LLC membership units that may be transferred during any taxable year may not exceed 10% of the total number of membership units outstanding. The E Energy Adams, LLC bulletin board may be suspended at any time during a taxable year in which the maximum allowable number of membership units has been transferred. In the event the number of units proposed to be transferred pursuant to purchase agreements would exceed the maximum allowable number of units under IRS regulations, the E Energy Adams, LLC Board of Directors intends to accept such purchase agreement that otherwise meet these Terms and Conditions on a first come, first served basis, based on the date of submission of the purchase agreement to E Energy Adams, LLC.
  • The membership units of E Energy Adams, LLC are not listed on a national securities exchange or other regulated securities market.
  • Neither E Energy Adams, LLC nor the bulletin board is a registered national securities exchange, securities information processor, broker, dealer or investment adviser.
  • All applicable state and federal securities laws (including the anti-fraud and anti-manipulation provisions) apply to any offer made or transaction consummated using the E Energy Adams, LLC bulletin board.
  • E Energy Adams, LLC is acting as the transfer agent. E Energy Adams, LLC’s address is 13238 East Aspen Road, Adams, Nebraska 68301; its telephone number is (402) 988-4655.
  • “Two-sided quotes,” in which a person indicates a bid to buy at one price and an offer to sell at another price, are prohibited.
  • 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.
  • The registration requirements of the federal, state and foreign securities laws apply to all offers and sales through the bulletin board, absent an available exemption.
  • By accessing this service, you agree to fully indemnify, defend and hold harmless E Energy Adams, LLC, and its directors, employees, agents and members from any and all claims of any kind arising out of participation with or units appearing on the bulletin board.

The securities appearing on the bulletin board are illiquid and inherently risky. Therefore a prospective investor must understand that he/she/it must be able to withstand the total loss of his/her/its investment.

  • The securities listed on the bulletin board are not endorsed by any regulatory authority. The fact that these securities may have been registered with a state regulatory agency and/or the Securities and Exchange Commission does not constitute an endorsement by any regulatory body. Any representation to the contrary is a criminal offense.
I have read the foregoing Terms and Conditions and understand them fully. I agree to be bound by these Terms and Conditions. Please check this box if you agree:  
 
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