A: In accordance with Section 6.5 of our 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 [Record Date], 2022 (the “Record Date”). Only members of record on [Record Date], 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 we had 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 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:

Q:	~~Who is entitled to notice of and to vote at the Special Meeting?~~

•Approval of “Proposal 1 – Amend and restate our Fourth Amended and Restated Operating Agreement dated April 1, 2020 (our “Operating Agreement”) to provide for five separate and distinct classes of units: Common, Class A, Class B, Class C, and Class D Units” 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 6.5 of our Operating Agreement, the record date for members entitled to notice of, and to vote at, the Special Meeting is the close of business on February 28, 2020 (the “Record Date”) which is the date on which we gave notice of the Special Meeting. Only members of record on the Record Date are entitled to notice of, and to vote at, the Special Meeting.~~

•Approval of “Proposal 2 – 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”)” 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 - Adjourn or postpone the Annual Meeting, if necessary or appropriate, for the purpose, among others, of soliciting additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the matters under consideration." requires the affirmative vote of a majority of the units represented in person or by proxy at the 2022 Annual Meeting.

Q:	~~What proposals will the members vote on at the Special Meeting?~~

A:	~~The following proposals to amend our Operating Agreement will be voted on by the members:~~

~~PROPOSAL~~ ~~NUMBER~~	~~OPERATING~~ ~~AGREEMENT SECTION~~ ~~AMENDED~~	~~SUMMARY OF AMENDMENT~~
~~Proposal 1~~	~~Section 4.2~~	~~Provide the Directors Flexibility on Board Seats~~
~~Proposal 2~~	~~Section 4.16(d)~~	~~Provide Board with Authority for Board Amendments to Operating Agreement~~
~~Proposal 3~~	~~Section 4.16(f)~~	~~Remove Limitation on Number of Units which may be issued without Member Approval~~
~~Proposal 4~~	~~Section 5.7~~	~~Remove Limitation on any Member Holding more than 49% of Units~~
~~Proposal 5~~	~~Section 7.1 and 7.4~~	~~Provide authority for Board to issue new Series or Classes of Units~~
~~Proposal 6~~	~~Section 8.7(b)~~	~~Provide authority for Board to elect to have the Company Taxed as a Corporation~~
~~Proposal 7~~	~~Section 8.8~~	~~Change this section to conform to new IRS Rules on Partnership Audits~~

~~No member proposals~~•Approval of "Proposal 4 - Election of two (2) Common 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 ~~able~~elected to fill the two director positions.

•Approval of "Proposal 5 - Ratify the appoint of RSM US LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022" 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 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 ~~made or acted~~voted upon at the ~~Special~~2022 Annual Meeting.

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 dated April 1, 2020 (our “Operating Agreement”) to provide for five separate and distinct classes of units: Common, Class A, Class B, Class C, and Class D Units.”

•FOR Approval of “Proposal 2 – 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”).”

•FOR the election of Jeff Taylor and ~~no member action will otherwise be able~~Bill Couser under the section entitled "Proposal 4 - Election of two (2) Common Directors."

•FOR Approval of "Proposal 5 - Ratify the appoint of RSM US LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022."

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

A: Yes there is a delivery deadline. In order to be ~~taken~~valid and count as units represented at the ~~Special~~2022 Annual Meeting, ~~other than voting~~a proxy card must be received at the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201 before 9:00 a.m. central time on [Meeting Date], 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 ~~above proposals.~~

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 Special Meeting.~~

Q:	~~How many units are outstanding?~~

A:	~~The Company has a single class of units and as of the Record Date we had 42,049 units outstanding and entitled to vote at the Special Meeting.~~

Q:	~~What constitutes a quorum for the Special Meeting?~~

Pursuant to Section 6.7 of our Operating Agreement, members holding at least 25% of the outstanding units will constitute a quorum of the members for the Special Meeting. Since we had 42,049 units outstanding and entitled to vote as of the Record Date, at least 10,513 units need to be represented at the Special Meeting in order for there to be a quorum. A member attending the Special Meeting, in person or by proxy, will be counted for purposes of establishing a quorum.

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

A:	~~If a quorum is represented at the Special Meeting, to be adopted, each proposal requires the affirmative vote of a majority of the units represented in person or by proxy at the Special Meeting.~~

proxy card vote a member’s units with respect to each proposal6?”

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

Q: Can a member revoke a proxy?

~~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 Special Meeting.~~

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

A:	~~Our directors recommend that our members vote~~ ~~for approval~~ ~~of all proposals.~~

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

Yes, there is a delivery deadline. In order to be valid and count as units represented at the Special Meeting, a proxy card must either be (a) received at the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201 before 3:00 p.m. on March 23, 2020 or (b) delivered at the Special Meeting before the voting results are announced at the meeting.

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

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 Special 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: A member who returns a proxy card to ~~the Company before the Special Meeting, but wants to change the member’s vote, can do so at any time before the voting results are announced at the meeting by either:~~

~~Coming to the principal office of~~ the Company before ~~3:00 p.m. on March 23, 2020 and notifying~~ the ~~Company; or~~

~~Attending~~2022 Annual Meeting but wants to change the ~~Special Meeting and notifying any director~~member's vote, can do so at any time ~~before the voting results are announced at the meeting.~~

Inby either ~~case, the member will be given another~~(i) delivering a written revocation and/or completing and delivering a new proxy card ~~to complete and deliver either (a) at the Special Meeting or (b)~~ to the Company’s principal office at 59511 W. Lincoln Highway, Nevada, Iowa 50201 any time before 3:9:00 ~~p.m.~~a.m. central time on ~~March 23, 2020.~~ ~~Attendance in person~~[Meeting Date], 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 ~~Special Meeting does not itself revoke a proxy unless a new proxy card is completed and submitted.~~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?

Q:	~~Will a vote be taken at the Special 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 9:00 a.m. central time on [Meeting Date], 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.

Members will be permitted to deliver their proxy cards at the Special Meeting at any time before the voting results are announced at the meeting. We do not, however, contemplate calling for a vote on any of the proposals, and we will instead tabulate the results of the voting by proxy and announce the results near the conclusion of the Special Meeting.

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

~~As stated above, if~~A: Your units will be voted in accordance with the instructions you ~~request~~indicate when you submit your proxy card. If you submit a proxy card, ~~to vote~~but do not indicate your voting instructions, your units will be voted as follows:

•FOR Approval of "Proposal 3 - Adjourn or postpone the Annual Meeting, if necessary or appropriate, for the purpose, among others, of soliciting additional proxies if there are not sufficient votes at the ~~Special~~time of the Annual Meeting ~~and~~ ~~you are~~to approve the ~~beneficial owner of your units and not the holder of record, you will need to~~ matters under consideration~~bring with you a legal proxy from your brokerage firm, bank, fiduciary, trustee, custodian or other nominee authorizing you to vote the units.~~

7."

•FOR the election of Jeff Taylor and Bill Couser under the section entitled "Proposal 4 - Election of two (2) Common Directors."

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

•FOR Approval of "Proposal 5 - Ratify the appoint of RSM US LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022."

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 ~~FOR~~ ~~the adoption of each of the seven proposals to amend our Operating Agreement.~~

As to any other business that may properly come before the ~~Special~~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?

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 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 Operating Agreement and each who will serve terms as set forth below in accordance with the terms of the 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 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.”

PROPOSAL 4

ELECTION OF DIRECTORS

Three elected Common Directors and Four 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

A:	We will announce the preliminary voting results at the conclusion of the Special 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 Special Meeting.

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.”

~~PROPOSALS TO AMEND OUR OPERATING AGREEMENT~~

Director Qualifications

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

• be an individual of ~~Proposals 1~~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 experience 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 ~~7, language proposed~~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.

•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. Bill Couser 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 ~~deleted~~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 ~~marked by strikethough~~currently serving as Vice Chairman of the ~~text,~~Company and ~~new language~~has served in this role since April 2018. Bill is ~~underlined.~~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 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.

~~PROPOSAL~~ ~~NUMBER~~		~~OPERATING~~ ~~AGREEMENT SECTION~~ ~~AMENDED~~		~~SUMMARY OF AMENDMENT~~
~~Proposal 1~~		~~Section 4.2~~		~~Provide the Directors Flexibility on Board Seats~~

~~Amend Section 4.2 to add~~Jeff Taylor, age 55. Jeff Taylor has been a director of the ~~following new paragraph~~Company since it was organized in May 2004. His current term as a director will end at the ~~end~~annual meeting of the ~~section:~~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.

~~Notwithstanding~~Required Vote and Board Recommendation

Each member that holds Common Units and Class B Units is entitled to vote in the ~~foregoing provisions~~general election of ~~this Section 4.2,~~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 become unavailable, which is not expected, such nominee's votes will be disregarded in ~~connection with~~determining which nominees received the ~~issuance~~greatest number of votes. Members who do not submit a ~~class~~proxy card will not be counted as either a vote for or ~~series~~against any nominee in the election of ~~Units with rights different from those~~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 ~~previously outstanding Units,~~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, ~~shall~~each of whom is an Interested Director, is set forth below. The Class A Directors do not have ~~the authority to adjust the number of Directors, and to provide for the designation of a specified number of Directors~~terms that expire as these directors are appointed by the holders of ~~any such class~~Class A Units and serve until they resign, or ~~series~~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. Bob Brummels was appointed as a Class A Director on April 1, 2020. Bob is currently a director of ~~Units, in such manner~~Husker Ag and has served on the Board of Directors of Husker Ag since 2004. Mr. Brummels has served as ~~the Directors shall determine.~~

~~Discussion:~~ ~~The intent~~Chairman of the ~~new language~~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 ~~to provide the directors with flexibility to restructure~~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 ~~accommodate a new investor where board seats might be required~~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 ~~condition~~Class A Director on April 1, 2020. Jim is currently a director of ~~investment.~~

~~OUR DIRECTORS RECOMMEND THAT THE MEMBERS VOTE “FOR” PROPOSAL 1.~~

~~PROPOSAL~~ ~~NUMBER~~		~~OPERATING~~ ~~AGREEMENT SECTION~~ ~~AMENDED~~		~~SUMMARY OF AMENDMENT~~
~~Proposal 2~~		~~Section 4.16(d)~~		~~Provide Board with Authority for Board Amendments to Operating Agreement~~

~~Amend Section 4.16(d)~~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 ~~read~~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 ~~follows (new language underlined):~~

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.

~~4.16~~

~~Member Action Required~~Marvin Stech, age 63. ~~Notwithstanding anything~~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 ~~this Agreement~~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.

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 ~~may appear to be to~~is separate from the ~~contrary, including Section 4.1, neither~~role of the ~~Directors nor any officer~~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 ~~shall take, or cause to be taken, any~~and its members because it allocates the oversight of the ~~following acts or matters without~~business among the ~~vote~~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 ~~Members taken~~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 ~~otherwise obtained~~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 ~~accordance~~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 ~~Article 6:~~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.

~~(d)~~

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 ~~amendment or restatement~~Audit Committee held 4 meetings, the Risk Committee held 11 meetings, and the Nominating Committee held one meeting during Fiscal year 2021. No incumbent director attended fewer than seventy-five percent (75%) of the ~~Certificate of Organization or this Agreement, except that the Directors may amend the Certificate of Organization and this Agreement without the vote~~aggregate of the ~~Members~~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 ~~(i)~~ ~~change~~directors' attendance at annual meetings of our members; however, we encourage all of our directors to attend the ~~name,~~annual meeting of our members. During the ~~registered office and/or~~Company's 2021 Annual Meeting, each of our Elected Directors and Appointed Directors attend the ~~registered agent~~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, ~~(ii) implement any change to this Agreement which~~including the ~~Directors are permitted to make to this Agreement without a vote~~operations of the ~~Members,~~directors and ~~(iii) amend~~their committees;

•identify individuals qualified to become directors and ~~restate~~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 Director, other than diversity in backgrounds and experience as otherwise discussed in this ~~Agreement~~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 ~~reflect any changes approved~~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 ~~Members~~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 ~~Directors~~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 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 in the “Investors” section. 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).

~~Discussion:~~

The ~~new language provides clear authority~~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 in the “Investors” section. 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 ~~amend~~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 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 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 ~~provide~~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 ~~a complete amended and restated~~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 Operating Agreement, ~~to reflect changes made by the Board~~a member or ~~members.~~

~~OUR DIRECTORS RECOMMEND THAT THE MEMBERS VOTE “FOR” PROPOSAL 2.~~

~~PROPOSAL~~ ~~NUMBER~~		~~OPERATING~~ ~~AGREEMENT SECTION~~ ~~AMENDED~~		~~SUMMARY OF AMENDMENT~~
~~Proposal 3~~		~~Section 4.16(f)~~		~~Remove Limitation on Number of Units which may be issued without Member Approval~~

~~Amend Section 4.16(f) to remove this entire paragraph and renumber the following paragraphs~~group of ~~Section 4.16:~~

~~4.16Member Action Required~~. ~~Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, neither the Directors nor any officer~~members owning at least 5% of the ~~Company shall take, or cause to be taken, any of~~outstanding units may nominate an individual for election as an Elected Director at the ~~following acts or matters without the vote of the Members taken or otherwise obtained~~next annual meeting by submitting a written nomination petition in ~~accordance with Article 6:~~

~~……………..~~

~~(f) the issuance of any Units~~a form provided by the Company if ~~after giving effect~~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 ~~issuance~~requirements set forth in Section 4.3 of the ~~Units, the Company would have more than 90,000~~ ¹ ~~outstanding Units; provided, however,~~Operating Agreement including, without limitation, an agreement that the ~~Directors may from time to time authorize, approve~~nominee will (i) serve as an Elected Director if elected, (ii) prepare, execute and/or file all such reports and ~~effectuate a split of the outstanding Units into a lesser or greater number of Units based upon a uniform multiple (a “Unit Split”), without the vote of the Members, in which event the 90,000~~ ¹ ~~amount (or the then current such amount by reason of any prior Unit Splits) shall also be decreased or increased, as the case may be, by the same multiple that was utilized in the Unit Split;~~

~~Discussion:~~ Existing 4.16(f) is removed, eliminating the need for member approval of the issuance of units over the specified amount. Note that under Section 7.1, an unlimited number of units is currently authorized.

~~OUR DIRECTORS RECOMMEND THAT THE MEMBERS VOTE “FOR” PROPOSAL 3.~~

~~PROPOSAL~~ ~~NUMBER~~		~~OPERATING~~ ~~AGREEMENT SECTION~~ ~~AMENDED~~		~~SUMMARY OF AMENDMENT~~
~~Proposal 4~~		~~Section 5.7~~		~~Remove Limitation on any Member Holding more than 49% of Units~~

~~Remove Section 5.7 in its entirety:~~

~~5.7~~ ~~Limitation on Ownership of Units~~. Notwithstanding any term or condition of this Agreement which may appear to be to the contrary, no Member shall, directly or indirectly, own, hold or control more than forty-nine percent (49%) of the outstanding Units at any time, unless the Member exceeds that percentage by reason of the Company redeeming or purchasing Units, but in that case, the Member shall not increase the number of Units owned, held or controlled by the Member.

~~For purposes of this Section, the term “control” means the right or ability to vote or direct the vote of any Units, whether pursuant to a proxy, voting agreement, voting trust, or otherwise.~~

~~For purposes of this Section, a Member shall be deemed to indirectly own, hold or control any~~documents, and all Units which are owned or held by the Member’s spouse or any of the Member’s parents or minor children (including by adoption) (collectively, the “Relatives”), and by any entity of which any one or more of the Member or any Relative or Relatives owns or holds at least ten percent (10%) of 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.

~~The Company shall not be required to recognize or honor the ownership, holding or control of any Units which are owned, held or controlled in violation of this Section. Each Member shall~~ provide the Company with all such information, and documentation as is requested by the Company from time to time in order to determine whether the Member is in compliance with this Section, and each Member shall otherwise promptly and fully cooperate with the Company in this regard.

Notwithstanding the foregoing, this Section shall not be applicable to, and shall not otherwise limit or restrict, the solicitation and receipt of proxies, ballots or written consents or written actions by the Company or by any Director in the capacity as a Director.

~~Discussion:~~ ~~The limit on the number of units which may be held by one member is removed.~~

~~OUR DIRECTORS RECOMMEND THAT THE MEMBERS VOTE “FOR” PROPOSAL 4.~~

~~PROPOSAL~~ ~~NUMBER~~		~~OPERATING~~ ~~AGREEMENT SECTION~~ ~~AMENDED~~		~~SUMMARY OF AMENDMENT~~
~~Proposal 5~~		~~Section 7.1 and 7.4~~		~~Provide authority for Board to issue new Series or Classes of Units~~

~~Amend Section 7.1 by adding the following new paragraph at the end of the section:~~

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. 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 additional classes or series of Units, 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.

~~Amend Section 7.4 to coordinate with the change to Section 7.1:~~

~~Except as may be expressly provided with respect to any class or series of Units established hereunder, n~~o 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.

~~Discussion:~~ ~~New language is provided to permit the Board to issue new series or classes of units with special rights, such as appointment of directors, distribution preferences, etc.~~

~~OUR DIRECTORS RECOMMEND THAT THE MEMBERS VOTE “FOR” PROPOSAL 5.~~

~~PROPOSAL~~ ~~NUMBER~~		~~OPERATING~~ ~~AGREEMENT SECTION~~ ~~AMENDED~~		~~SUMMARY OF AMENDMENT~~
~~Proposal 6~~		~~Section 8.7(b)~~		~~Provide authority for Board to elect to have the Company Taxed as a Corporation~~

~~Amend Section 8.7 to add a new paragraph (b) and renumber the following paragraph:~~

~~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:~~

~~……………..~~

~~(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

~~Discussion:~~ The proposal will add a new section 8.7(b) to provide express authority to ‘check the box’ to be taxed as a corporation, in the event this makes sense at a future point in time or for transaction purposes.

~~OUR DIRECTORS RECOMMEND THAT THE MEMBERS VOTE “FOR” PROPOSAL 6.~~

~~PROPOSAL~~ ~~NUMBER~~		~~OPERATING~~ ~~AGREEMENT SECTION~~ ~~AMENDED~~		~~SUMMARY OF AMENDMENT~~
~~Proposal 7~~		~~Section 8.8~~		~~Change this section to conform to new IRS Rules on Partnership Audits~~

~~Amend Section 8.8 to amend the section in its entirety to read as follows:~~

~~8.8Tax 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:~~

~~(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~~in order for the ~~Budget Act.~~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.

~~(ii)~~ ~~Authority of~~Any nomination petition or nominee statement which is not fully completed and properly executed, is not received within the ~~Partnership Representative. To the maximum extent permitted under the Partnership Adjustment Procedures, the Partnership Representative shall have the exclusive right to control~~time period provided above or is not true, accurate and complete in 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~~respects, 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 permittedrejected 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.

~~Discussion:~~

~~Prior Partnership Tax Audit Rules~~

For income tax years of a partnership (including LLCs that are taxed as partnerships) beginning prior to January 1, 2018, partnership tax audits were generally conducted at the entity level, but any tax deficiencies were paid by the persons who were partners of the partnership in the tax year under audit. Neither current partners in the partnership who were not partners in the tax year under audit nor the partnership itself owed tax resulting from an audit adjustment.

Partnerships designated one of the partners to act as “tax matters partner,” but the other partners were required to receive notice of an audit and had a unilateral right to individually challenge the IRS’s position in litigation.

~~New Partnership Tax Audit Rules~~

~~Through the enactment of new partnership audit rules (the “Rules~~”), which became effective for taxable years beginning on or after January 1, 2018, Congress fundamentally changed how tax related to partnerships is assessed and collected upon audit. Due to these new Rules which are described in more detail below, our legal and tax advisors have recommended that the Company amend its Operating Agreement.

The primary purpose of these Rules is to assist the IRS with auditing tax partnerships. This purpose is accomplished through two mechanisms. First, the Rules eliminated the “tax matters partner” and created a new role called the “partnership representative.” The partnership representative has the sole authority act on behalf of and to bind the Company and, if rejected, shall be returned by the ~~partners~~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 Operating Agreement expressly provides that no nominations for any director position may be made from the floor at any meeting of the members.

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 ~~federal, partnership-related tax matters.~~the market value of the Company's units held by such persons. The Company ~~must designate~~is a limited liability company taxed as a partnership ~~representative each year on its tax return and if the representative is an entity, an individual must be appointed to communicate with the IRS.~~

In addition to creating the partnership representative role, the Rules change how tax partnerships are assessed tax. The default position under these Rules is that on audit the Company itself, not its owners, will be liable for ~~any U.S.~~ 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 ~~adjusted. Tax deficiencies are paid~~determined on an annual basis by the ~~partnership~~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 ~~year in which the audit concludes. This impacts which owners are subject~~fees paid to the ~~economic cost of~~directors in Fiscal Year 2021 from the ~~audit adjustments. If there are any changes in~~fees paid during the identity of the members (new members are admitted, former members dispose of their units, etc.) between the year under audit and the year in which the audit concludes (which could be three or more years after the end of the year under audit), the current members may bear the economic burden for tax liabilities of prior members.

The Rules do provide several elections and procedural methods to avoid the income tax being assessed against a partnership thereby permitting the income tax adjustments (and any resulting income tax) to be allocated and paid at the owner level. However, these elections and methods are complicated and may require detailed records relating to the ownership of the Company’s units in a given year, information regarding certain tax attributes of such owners as well as the potential enforcement of contractual obligations against former owners. Moreover, the cost savings to any one member will not be significant, when weighed against the cost necessary to undertake tracking and enforcement.

~~Under the recommended changes, tax liability would be assessed and paid at the Company level.~~

~~OUR DIRECTORS RECOMMEND THAT THE MEMBERS VOTE “FOR” PROPOSAL 7.~~

~~SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS~~

previous fiscal year. The following table provides ~~certain~~ information concerning all compensation paid to each of our directors during the Fiscal Year 2021 for service as ~~of February 28, 2020~~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 ~~unit ownership of: (i) each director~~CFO Services Agreement (as defined below) with respect to Jeff Kistner, there are no arrangements or understandings between any of the ~~Company, (ii) each Named Executive Officer of the Company (as that term is defined in Item 402(a)(3) of Regulation S-K (17 CFR § 229.402(a)(3)), (iii) all current~~Company’s executive officers and ~~directors of the Company as a group and (iv) certain former executive officers who served as executive officers during a portion of Fiscal Year 2019 or Fiscal Year 2020. The Company is not aware of~~ any ~~person or group (as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was the beneficial owner of more than 5% of our outstanding units, and no person or group held more than 5% of our outstanding units~~other persons pursuant to ~~any voting trust~~which he or ~~similar agreement.~~ ~~The percentages in the table below are based on~~ ~~42,049 units outstanding on February 28, 2020~~.she was selected as an executive officer. No family relationships exist among our directors and executive officers.

Name and Address¹ of Beneficial Owner
Amount and Nature
Of Beneficial²
Ownership²
Percent of Class

Jeff Taylor, Director and Chairman
701³
1.66%
William Couser, Director and Vice Chairman
413⁴
0.98%
Brian Conrad, Director and Treasurer 605 1.44%
Timothy Fevold, Director and Secretary 126 0.30%
Rick Vaughan, Director -0- -
Kurt Olson, Director
250⁵
0.59%
James E. Dickson, Director
50⁶
0.12%
Doug Moore, Director 25 0.06%
Seth Harder, General Manager, President and Chief Executive Officer⁷
-0- -
Jeff Kistner, Interim Chief Financial Officer⁸
-0- -
All current directors and executive officers as a group (10 Persons) 2,170 5.15%
Eric Hakmiller, Former President and Chief Executive Office⁹
175¹⁰
0.42%
Kristine Strum, Former Chief Financial Officer¹¹
-0- -
Michael Hollenberg, Former President and Chief Executive Officer¹²
-0- -
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 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 services 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, LLC (“Husker Ag”) for management services pertaining to the Company’s ethanol facility. Pursuant to the terms of the Management 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 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”) 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.

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.

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 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 $180,000 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.

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:

	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.~~
			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:

~~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.~~

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 $180,000 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.

PROPOSAL 5

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2021, 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 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 2021 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

~~One hundred (100) of the units are held in a family limited partnership and fifty (50) of the units are held by minor children of Mr. Taylor.~~

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, assuming a quorum is present, 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.

OUR DIRECTORS RECOMMEND THAT 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.

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

⁴

~~All of the units are pledged as security by the listed individual~~

RSM communications with the Audit Committee concerning independence, and has discussed with RSM that firm's independence.

⁵

Fifty (50) of the units are held in a revocable family trust created by Mr. Olson’s parents for which Mr. Olson is one of the beneficiaries and was appointed one of two successor trustees. Mr. Olson’s parents are the primary trustees.

⁶

~~Mr. Dickson’s units are held in the James E. Dickson Trust dated September 24, 2014 of which Mr. Dickson serves as trustee.~~

⁷

~~Mr. Harder was appointed as our General Manager, President and Chief Executive Officer effective January 17, 2020 in connection with the execution of the Management Agreement with Husker Ag, LLC.~~

⁸

~~Mr. Kistner was appointed as our Interim Chief Financial Officer effective July 31, 2019.~~

⁹

~~Mr. Hakmiller ceased serving as our President and Chief Executive Officer effective March 4, 2019.~~

¹⁰

~~All of the units are owned by the spouse of Mr. Hakmiller and Mr. Hakmiller disclaims beneficial ownership of all such securities.~~

¹¹

~~Ms. Strum ceased serving as our Chief Financial Officer effective May 29, 2019.~~

¹²

~~Mr. Hollenberg ceased serving as our President and Chief Executive Officer effective January 17, 2020.~~

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, 2020.

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.

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 ~~Special~~2022 Annual Meeting, and no member proposals will be able to be made or acted upon at the ~~Special~~2021 Annual Meeting, so the only member actions to be acted upon at the ~~Special~~2022 Annual Meeting will be the vote on the three proposals as described and provided in this Proxy Statement. ~~However, pursuant to Section 6.7~~

By Order of the ~~Operating Agreement, if a quorum is not present for the conduct~~Directors,

William Couser,

Secretary

Nevada, Iowa

[Proxy Mailed Date], 2022

EXHIBITS INCORPORATED BY REFERENCE

The following exhibits are incorporated by reference as part of ~~business, the proxies will be entitled to vote shares represented at the meeting to adjourn the meeting.~~this proxy statement.

	~~By Order of the Directors,~~



	~~Timothy Fevold,~~
	~~Secretary~~
~~Nevada, Iowa~~
~~February 28, 2020~~

~~CONFIDENTIAL~~

~~LINCOLNWAY ENERGY, LLC~~

~~MEMORANDUM OF TERMS~~

This Memorandum of Terms outlines the principal terms and conditions of a potential investment transaction between the below-named Issuer and potential Investor. Except for the terms set forth herein under the Section designated “Binding Terms”, this Memorandum of Terms is not an enforceable agreement between Issuer and Investor. This Memorandum of Terms does not constitute an offer to sell or an offer to purchase securities in any state where the offer or sale is not permitted.

~~THE OFFERING~~

	~~Issuer:~~	~~Lincolnway Energy, LLC, an Iowa limited liability company (the “Company” or “Issuer”))~~
Exhibit No.			~~Current Units Outstanding:~~		~~42,049 common units (“Common Units~~”)
~~Initial Issuance:~~
	~~Securities Issued (Class A):~~	~~A newly created class of preferred A units of the Company senior to all existing units of the Company (the “Class A Units~~”)
	~~Amount of the Investment:~~	~~$5,000,000~~
	~~Consideration:~~	~~Cash~~
	~~Number of units:~~	~~42,049 units~~
	~~Price per unit:~~	~~$118.91/unit (the “Class A Per Unit Price~~”)
	~~Investor:~~	~~To-be-formed Nebraska LLC, wholly owned by Husker Ag, LLC (“Husker Ag~~”)
	~~Anticipated Closing:~~	~~As soon as possible following satisfaction of conditions precedent (including Member Approval (as defined below) and completion of Definitive Agreements), but no later than March 31, 2020~~ Description
~~Member Offering~~9 9 .1:			Registrant's 10-K FYE 9-30-2021 filed with the Commission on December 22, 2021
99.2			~~Securities Issued (Class B):~~		~~A newly created class of preferred B units of~~Registrant's 10-Q FQE 12-31-2021 filed with the ~~Company senior to all Common Units and junior to the newly created preferred A units of the Company (the “Class B Units~~”) Commission on February 18, 2022
			~~Amount of the Investment:~~	~~$2,500,000~~
	~~Consideration:~~	~~Cash~~
	~~Number of units:~~	~~21,024 units~~
	~~Price per unit:~~	~~$118.91/unit (the “Class B Per Unit Price~~”)
	~~Investors:~~	~~Members of Issuer who are Accredited Investors and subscribe in Member Offering~~
	~~Post-closing capitalization:~~	~~The Company’s capital structure before and after the Closing is set forth on Exhibit A.~~
	~~Anticipated Closing Date:~~	~~May 1, 2020~~
	~~TERMS OF THE CLASS A AND CLASS B UNITS~~
	~~Distributions:~~	All distributions shall be approved by the Company’s Board of Directors. All Distributions other than Liquidation Events shall be made ratably to Common Units, Class B and Class A Units on a per unit basis. Distributions made in connection with a Liquidation Event shall be subject to the priority described below.
		~~Priority in Liquidation:~~99.3 ~~Distributions of proceeds from any liquidation, dissolution or winding up of the Company or Deemed Liquidation Event (a “Liquidation Event”), will be made in the following order and priority:~~
		(a) First, distributions shall be made to the holders of Class A Units until such holders are paid in full one (1) times the amount of their equity capital contributions (including both operating and liquidation distributions);

		(b) Second, distributions shall be made to the holders of Class B Units (after Class A is paid in full first) until such holders are paid in full one (1) times the amount of their Class B equity capital contributions (including both operating and liquidation distributions);
		~~(c) Thereafter, distributions shall be made ratably to the holders of Common Units, Class B and Class A Units.~~
		~~Deemed liquidation:~~ ~~A sale of all or substantially all of the Company’s assets in a single transaction or a series of transactions or a merger or consolidation of the Company with any other company~~ ~~or other transaction~~ ~~in which the holders of the Company’s voting power prior to the transaction will hold less than 50% of the voting power of the surviving entity will be treated as a Liquidation Event (a “Deemed Liquidation”), thereby triggering payment of the liquidation preferences described above. A Deemed Liquidation may be waived upon the election of the holders of a majority of the outstanding Class A Units.~~
	~~Voting rights:~~	~~Each Class A Unit will have the right to one vote per unit. The Class A Units will vote with the Class B and Common Units on all matters except the election of directors. (See “Board of Directors” below.)~~
		~~Each Class B Unit will have the right to one vote per unit. The Class B Units will vote with the Common Units on all matters.~~

	~~Protective provisions:~~	So long as any of the Class A Units are outstanding, consent of the holders of at least a majority of the Class A Units will be required for any action that (i) alters any provision of the Certificate of Organization or Operating Agreement if it would adversely alter the rights, preferences, privileges or powers of or restrictions on the Class A Units; (ii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on parity with the Class A Units, or increase the authorized number of Class A Units; (iii) approves any merger, sale of assets or other corporate reorganization or acquisition; (v) approves the purchase, redemption or other acquisition of any common units of the Company, other than repurchases pursuant to units restriction agreements approved by the Board of Directors upon termination of a consultant, director or employee; (vi) declares or pays any distribution with respect to any capital units prior to the Class A Units (except as otherwise provided in the Operating Agreement); (vii) incur or guaranty indebtedness for borrowed money in excess of $25,000,000; (viii) create or hold capital units in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary units or all or substantially all of any subsidiary assets; or (ix) increase or decrease the size of the Board of Directors; (x) makes any material change to the Company’s business, or (xi) approves the liquidation or dissolution of the Company.
		So long as any of the Class B Units are outstanding, consent of the holders of at least a majority of the Class B Units will be required for any action that alters any provision of the Certificate of Organization or Operating Agreement if it would adversely alter the rights, preferences, privileges or powers of or restrictions on the Class B Units.

	~~Board of Directors~~:	The Board of Directors of the Company will be comprised of seven (7) directors. The Class A Unit holders shall be entitled to elect four (4) directors to the Board of Directors. The Class B and Common Unit holders shall be entitled to elect three (3) directors to the Board of Directors, and such three seats shall initially be held by Jeff Taylor, Bill Couser, and Rick Vaughan. The Company will purchase D&O insurance with coverage and in an amount satisfactory to the Board and will indemnify directors to the fullest extent permitted by applicable law.

	~~Preemptive Rights:~~	~~Husker Ag will have a right to purchase its~~ ~~pro rata~~ ~~share of any subsequent issuance of equity securities, other than the Member Offering described below.~~
	~~Transfer right:~~	Husker Ag shall have the unrestricted right to transfer the Class A units, along with all rights pertaining thereto, to any third party, subject to (i) compliance with applicable securities laws, and (ii) such transfer or transfers not resulting in the Company becoming taxable as a corporation.
	~~Information rights:~~	~~The Company will provide customary information rights to Husker Ag, including audited annual financial reports, unaudited quarterly financial reports, and annual operating budget and business plan.~~
~~OTHER MATTERS~~
	~~Definitive Agreements:~~	The issuance of the Class A Units will be made pursuant to a membership unit purchase agreement drafted by counsel to Husker Ag, which will contain, among other things, appropriate representations and warranties of the Company, and appropriate conditions of closing, and anFourth Amended and Restated Operating Agreement ~~implementing the rights, powers, and preferences~~ of ~~the Class A Units (collectively, the “Definitive Agreements”).~~ Lincolnway Energy, LLC
			~~Member Offering:~~	Subsequent to the issuance of Class A Units to Husker Ag, the Company shall offer to each existing member who meets the definition of an accredited investor (“Accredited Existing LWE Members”) the right to purchase a proportional share of 21,024 Class B Units at the Class B Per Unit Price ($118.91), for a total offering price of $2,500,000.00 (the “~~Member Offering~~99.4~~”).~~
		Proportional share units not purchased by Accredited Existing LWE Members will be offered to Accredited LWE Existing Members as a reallocated proportional share to those that wish to purchase more than their proportional share.
		The Member Offering will close no later than May 1, 2020. LWE will notify Husker Ag within five days after the Member Offering closing of the number or Class B Units remaining, if any. To the extent of any Class B Units not purchased by Accredited Existing LWE Members under the Member Offering either as a Proportional Share or Reallocated Proportional Share (the “~~Unsubscribed Units”), Husker Ag shall purchase that number of additional~~ ~~Class A~~ ~~Units equal to the number of Unsubscribed Units in the Member Offering, at the Class B Per Unit Price.~~
		~~No fractional Class A or Class B Units will be sold~~

	~~Management Services~~:	~~The Company~~Fifth Amended and Husker Ag have entered into a Management Agreement dated January 15, 2020, pursuant to which Husker Ag shall provide management services, in consideration for a management fee equal to $36,000 per month ($432,000 annually). The initial term of the Management Agreement is four (4) months. As a condition to the issuance of the Class A Units, the parties shall have agreed upon a renewal of the Management Agreement on terms mutually acceptable to both parties.
	~~Finders:~~	~~The Company and Husker Ag will each indemnify the other for any finder’s fees for which they are respectively responsible.~~
	~~Conditions precedent:~~	~~The issuance of the Class A units will be subject to the following conditions:~~

		~~• Completion of due diligence to the satisfaction of Husker Ag;~~

		~~• Negotiation and execution of closing documents customary in transactions of this nature;~~

		• Evidence that the Company has entered into employment agreements with all key employees and proprietary information agreements with all employees and independent contractors containing provisions satisfactory to Husker Ag with respect to confidentiality, ownership of intellectual property, non-competition, and non-solicitation;

		• Receipt of all required authorizations, approvals and consents, including approval of the Company’s members at a special meeting (expected to be held the third week of March, 2020) of certain amendments to theRestated Operating Agreement of ~~the Company allowing the Board to finalize and execute the Definitive Agreements (“Member Approval”);~~

		~~• Delivery of customary closing certificates; and~~

		~~• The absence of material adverse changes with respect to the Company.~~

~~BINDING TERMS~~
	~~Confidentiality~~:	Except as provided below, the Company shall not disclose the existence or terms of this Memorandum of Terms, or the fact that Husker Ag is considering an investment in the Company, to any party (other than directors, officers, employees, and advisors of the parties), without the prior approval of Husker Ag or as required by applicable law. Husker Ag acknowledges the Company filed an 8-K regarding the Management Agreement and understands and approves filing of this Memorandum of Terms as an exhibit to a proxy statement seeking approval of Operating Agreement changes necessary to implement the terms hereof.
	~~Fiduciary Out:~~	Notwithstanding anything to the contrary herein, nothing in this Memorandum of Terms shall require the Company or any of the Company’s directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, including, without limitation, participating in discussions or negotiations regarding potential Alternative Transactions (as defined below), to the extent that taking such action or refraining from taking such action would be inconsistent with such person’s fiduciary obligations under applicable law (the rights of the Company and its officers and directors under this provision, the “~~Fiduciary Out”) as determined in good faith by the directors of the Company;~~ ~~provided that~~, in consideration of the time and expense incurred by Husker Ag and the management services provided by Husker Ag under the Management Agreement in contemplation of the proposed transaction under this Memorandum of Terms, if the Company during the Exclusivity Period participates in discussions or negotiations regarding a potential Alternative Transaction and does not enter into the Definitive Agreements with Husker Ag prior to the Expiration Date, the Company shall pay to Husker Ag (in addition to reimbursement of out of pocket expenses as set forth below) an amount equal to the greater of $100,000 OR 5% of the total purchase price received by the Company in connection with the Alternative Transaction.
	~~Exclusivity:~~	The Memorandum of Terms will expire without any action by either party if the Definitive Agreements are not executed prior to the date sixty (60) days following the Effective Date set forth below (the “~~Expiration Date”). From the Effective Date of this Memorandum of Terms until the Expiration Date (the “Exclusivity Period~~”) and subject to the Fiduciary Out, the Company agrees that it will not directly or indirectly pursue or solicit any agreement or commitments regarding investment by any other potential equity investors in the Company or any merger or sale of all or substantially all of the assets or units of the Company (“~~Alternative Transactions”).~~
	~~Expenses:~~	The Company shall pay the reasonable out of pocket expenses of Husker Ag, including fees for legal counsel up to a maximum of $100,000, based on reasonable efforts in work performed and accompanied with detailed invoices. Lincolnway Energy, LLC

(~~Signature page follows~~
)

This Memorandum of Terms may be executed in counterparts, which together will constitute one document. Facsimile signatures shall have the same legal effect as original signatures. The legally binding portions of this Memorandum of Terms will be governed by Nebraska law, without regard to conflicts-of-law principles.

~~Effective Date: February 6, 2020~~

~~LINCOLNWAY ENERGY, LLC~~		~~HUSKER AG, LLC~~

~~/s/ Jeff Taylor~~		~~/s/ Robert Brummels~~
~~Signature~~		~~Signature~~

~~Jeff Taylor~~		~~Robert Brummels~~
~~Print name~~		~~Print name~~

~~Chairman of the Board~~		~~Chairman of the Board~~
~~Print title~~		~~Print title~~

~~02/06/2020~~		~~02/06/2020~~
~~Date~~		~~Date~~

~~EXHIBIT A~~

~~CAPITALIZATION~~

Member

Class
Pre-Investment
Post-Investment
(Husker Ag)
Post – Investment
(Member Offering)
Units % Units % Units %

Current Members

Common
42,049 100% 42,049 50% 42,049 40.00%
Husker Ag Class A - - 42,049 50% 42,049 40.00%

Subscribers in Member Offering

Class B
- - - - 21,024** 20.00%

**Assumes Member Offering is fully subscribed.

** Post invested is offered at $118.91 per unit

APPENDIX A

~~LINCOLNWAY ENERGY, LLC~~

~~PROXY CARD~~PRELIMINARY COPY - NOT FOR USE

~~2020 SPECIAL~~FORM OF PROXY

2022 ANNUAL MEETING OF MEMBERS

~~March 23, 2020~~

[Proxy Mailed Date], 2022

The undersigned hereby appoints ~~Jeff Taylor~~Rick Vaughan and ~~William Couser,~~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~~”“Company”) held of record by the undersigned on ~~February 28, 2020,~~[Record Date], 2022, at ~~a Special~~the Annual Meeting of ~~members~~Members of the Company to be held on ~~March 23, 2020~~[Meeting Date], 2022 (the “~~Special Meeting~~”“2022 Annual Meeting”), commencing at ~~6:30 p.m.,~~9:00 a.m. central, at the Radisson Hotel Ames Conference Center at ISU, 2609 University Blvd., Ames, Iowa, and any postponements or adjournments thereof. If you need directions to the Radisson, ~~Hotel Ames Conference Center at ISU,~~ 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 ~~seven (7) amendments to the Company’s Second Amended and Restated Operating Agreement dated November 10, 2010, as amended March 4, 2013 and March 3, 2016 (the “Operating Agreement”).~~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 ~~Special~~2022 Annual Meeting and any adjournments or postponements thereof.

You can deliver this proxy card in person at the ~~Special~~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 RECEIVEDby the Company before 3:9:00 ~~p.m.~~a.m. on ~~March 23, 2020~~[Meeting Date], 2022 in order to be valid and counted.

If you return your proxy card before the ~~Special~~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 3:9:00 ~~p.m.~~a.m. on ~~March 23, 2020~~[Meeting Date], 2022 or by coming to the ~~Special~~2022 Annual Meeting and notifying any director at any time before the voting results are announced at the ~~Special~~2022 Annual Meeting. In either case, you will be given another proxy card to complete and deliver either at the ~~Special~~2022 Annual Meeting or to the Company’s principal office at any time before 3:9:00 ~~p.m.~~a.m. on ~~March 23, 2020.~~[Meeting Date], 2022.

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

~~PROPOSALS 1~~PROPOSAL 1-AMEND AND RESTATE OUR FOURTH AMENDED AND RESTATED OPERATING AGREEMENT: Proposal to ~~7 - VOTE ON ALL AMENDMENTS TO THE COMPANY’S OPERATING AGREEMENT: Note that you may vote individually on~~approve, the ~~seven amendments as provided below. If you wish~~proposed Fifth Amended and Restated Operating Agreement to ~~vote~~provide for ~~or against all proposals, please so indicate here,~~five separate and ~~then skip the individual proposals and sign the proxy as provided below.~~distinct classes of units. Our directors recommend a vote ~~“FOR” all seven proposals.~~"FOR" this proposal.

☐

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~


0						FOR			0						AGAINST			0						ABSTAIN

PROPOSAL ~~1 - VOTE ON AMENDMENT TO SECTION 4.2 OF THE COMPANY’S OPERATING AGREEMENT:~~ 2-RECLASSIFY OUR UNITS INTO FIVE CLASSES: Proposal to ~~amend Section 4.2~~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. Our directors recommend a vote "FOR" this proposal.


0						FOR			0						AGAINST			0						ABSTAIN

PROPOSAL 3-ADJOURN OR POSTPONE THE ANNUAL MEETING: Proposal to Adjourn or postpone the Annual Meeting, if necessary or appropriate, for the purpose, among others, of soliciting additional proxies if there are not sufficient votes at the time of the ~~Company’s Operating Agreement~~Annual Meeting to ~~provide~~approve the matters under consideration. Our directors ~~flexibility on board seats.~~recommend a vote "FOR" this proposal.


0						FOR			0						AGAINST			0						ABSTAIN

PROPOSAL 4-VOTE ON ELECTION OF DIRECTORS: Proposal to elect two director nominees identified below to serve until the 2025 Annual Meeting of Members or until their successors shall be elected and qualified. If no voting direction is made below, the proxies will vote your units “~~FOR~~”“FOR” each of the ~~amendment to Section 4.2.~~ nominees. Our directors recommend a vote “FOR” ~~this proposal.~~each of the two nominees.

☐

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~


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

PROPOSAL ~~2 -~~ 5-VOTE ON ~~AMENDMENT TO SECTION 4.16(d)~~RATIFICATION OF SELECTION OF THE ~~COMPANY’S OPERATING AGREEMENT:~~ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:Proposal to ~~amend Section 4.16(d)~~ratify the selection of RSM US LLP to act as the ~~Company’s Operating Agreement to provide~~independent registered public accounting firm for the ~~board with authority~~Company for ~~board amendments to~~ the ~~Operating Agreement.~~fiscal year ending September 30, 2022. If no voting direction is made below, the proxies will vote your units “~~FOR~~”“FOR” the ~~amendment to Section 4.16(d).~~ ratification of RSM US LLP. Our directors recommend a vote ~~“FOR”~~"FOR" this proposal.

☐

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~


0						FOR			0						AGAINST			0						ABSTAIN

~~PROPOSAL 3 - VOTE ON AMENDMENT TO SECTION 4.16(f) OF THE COMPANY’S OPERATING AGREEMENT:~~ Proposal to amend Section 4.16(f) of the Company’s Operating Agreement to remove the limitation on the number of units which may be issued without member approval. If no voting direction is made below, the proxies will vote your units “~~FOR” the amendment to Section 4.16(f).~~ ~~Our directors recommend a vote “FOR” this proposal.~~

☐

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~

~~PROPOSAL 4 - VOTE ON AMENDMENT TO SECTION 5.7 OF THE COMPANY’S OPERATING AGREEMENT:~~ Proposal to amend Section 5.7 of the Company’s Operating Agreement to remove the limitation on any member holding more than 49% of the outstanding units. If no voting direction is made below, the proxies will vote your units “~~FOR” the amendment to Section 5.7.~~ ~~Our directors recommend a vote “FOR” this proposal.~~

☐

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~

~~PROPOSAL 5 - VOTE ON AMENDMENT TO SECTIONS 7.1 AND 7.4 OF THE COMPANY’S OPERATING AGREEMENT:~~ Proposal to amend Sections 7.1 and 7.4 of the Company’s Operating Agreement to provide authority for the board to issue new series or classes of units. If no voting direction is made below, the proxies will vote your units “~~FOR” the amendment to Sections 7.1 and 7.4.~~ ~~Our directors recommend a vote “FOR” this proposal.~~

☐

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~

~~PROPOSAL 6 - VOTE ON AMENDMENT TO SECTION 8.7(b) OF THE COMPANY’S OPERATING AGREEMENT:~~ Proposal to amend Section 8.7(b) of the Company’s Operating Agreement to provide authority for board to elect to have the Company taxed as a corporation. If no voting direction is made below, the proxies will vote your units “~~FOR” the amendment to Section 8.7(b).~~ ~~Our directors recommend a vote “FOR” this proposal.~~

☐

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~

~~PROPOSAL 7 - VOTE ON AMENDMENT TO SECTION 8.8 OF THE COMPANY’S OPERATING AGREEMENT:~~ Proposal to amend Section 8.8 of the Company’s Operating Agreement to change this section to conform to new IRS rules on Partnership Audits. If no voting direction is made below, the proxies will vote your units “~~FOR” the amendment to Section 8.8.~~ ~~Our directors recommend a vote “FOR” this proposal.~~

☐

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~

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

Dated: __________________, ~~2020~~2022

SIGNATURE BLOCK FOR INDIVIDUALS OR JOINT OWNERS*

SIGNATURE BLOCK FOR ENTITY**

OR JOINT OWNERS*

(Corporation, Partnership, Trust, ~~IRA)~~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.~~

**	* If units are held jointly, each holder should sign. 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.~~

** 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.

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 [Meeting Date], 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

Chairman of the Board


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

☐
Check the appropriate box:
ý			Preliminary Proxy Statement

☒
ý			No fee required.
☐o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
			(1) Title of each class of securities to which transaction applies:

			(2) Aggregate number of securities to which transaction applies:

			(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

			(4) Proposed maximum aggregate value of transaction:

			(5) Total fee paid:

☐o			Fee paid previously with preliminary materials.
☐o			Check box if any part of the fee is offset as provided by Exchange Act Rule ~~240.0-11(a)~~0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
			(1) Amount Previously Paid:

			(2) Form, Schedule or Registration Statement No.:

			(3) Filing Party:

			(4) Date Filed:


Date:			[Meeting Date], 2022

Time:			9:00 a.m. central time

Place:			~~Consider seven (7) amendments~~Radisson Hotel Ames Conference Center at ISU, 2609 University Blvd., Ames, Iowa Members can contact the Company at (515) 232-1010 if you need directions to the ~~Company’s Second~~Annual Meeting.

Purpose:			•Amend and restate our Fourth Amended and Restated Operating Agreement dated ~~November 10, 2010,~~April 1, 2020 (our “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, among others, 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 •Ratify the appoint of RSM US LLP as ~~amended March 4, 2013~~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 [Record Date], 2022 (the “Record Date”) are entitled to notice of, and ~~March 3, 2016 (the “Operating Agreement”);~~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 so that your units may be voted.


Proposal	Description	Board Voting Recommendation
No. 1	Adoption of proposed Fifth Amended and Restated Operating Agreement (the “Proposed Operating Agreement”)	FOR
No. 2	Approval of the Reclassification of units	FOR
No. 3	Adjournment or postponement the Annual Meeting, if necessary or appropriate, for the purpose, among others, of soliciting additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the matters under consideration	FOR
No. 4	Election of two (2) common directors	FOR Election of Taylor and Couser
No. 5	Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2021; and	FOR


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF MEMBERS TO BE HELD ON [MEETING DATE], 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.


ABOUT THE ANNUAL MEETING			1
QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION			3
SPECIAL FACTORS RELATED TO THE RECLASSIFICATION			11
Overview			11
Background			11
Reasons for the Reclassification			13
Fairness of the Reclassification			15
Factors Not Considered Material			18
Board Recommendation			19
Purpose and Structure of the Reclassification			19
Effects of the Reclassification on LWE			20
Effects of the Reclassification on Unit Holders of LWE			22
Units Held in a Brokerage or Custodial Account			23
Interests of Certain Persons in the Reclassification			24
Material Federal Income Tax Consequences of the Reclassification			24
Appraisal and Dissenters Rights			25
Regulatory Requirements			25
Fees and Expenses; Financing of the Reclassification			25
THE FIFTH AMENDED AND RESTATED OPERATING AGREEMENT			25
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			31
OTHER MATTERS			32


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


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.


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


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: a.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; b.Hold restricted securities which will require an appropriate exemption from registration to be eligible for transfer; and c.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.


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 that will require an appropriate exemption from registration to be eligible for transfer.


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


		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-	--
--	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

	~~(1)~~

Name and Address¹ of Beneficial Owner	Amount and Nature Of Beneficial² Ownership²	Percent of Class

Jeff Taylor, Director and Chairman	701³	1.66%
William Couser, Director and Vice Chairman	413⁴	0.98%
Brian Conrad, Director and Treasurer	605	1.44%
Timothy Fevold, Director and Secretary	126	0.30%
Rick Vaughan, Director	-0-	-
Kurt Olson, Director	250⁵	0.59%
James E. Dickson, Director	50⁶	0.12%
Doug Moore, Director	25	0.06%
Seth Harder, General Manager, President and Chief Executive Officer⁷	-0-	-
Jeff Kistner, Interim Chief Financial Officer⁸	-0-	-
All current directors and executive officers as a group (10 Persons)	2,170	5.15%
Eric Hakmiller, Former President and Chief Executive Office⁹	175¹⁰	0.42%
Kristine Strum, Former Chief Financial Officer¹¹	-0-	-
Michael Hollenberg, Former President and Chief Executive Officer¹²	-0-	-

Member	Class	Pre-Investment		Post-Investment (Husker Ag)		Post – Investment (Member Offering)
Member	Class	Units	%	Units	%	Units	%
Current Members	Common	42,049	100%	42,049	50%	42,049	40.00%
Husker Ag	Class A	-	-	42,049	50%	42,049	40.00%
Subscribers in Member Offering	Class B	-	-	-	-	21,024**	20.00%