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SEVENTH AMENDED ANDRESTATED OPERATINGAGREEMENTNORTHERN GROWERS, LLCJuly 31, 2012

SECTION PAGEARTICLE 1 - 251.261.271.281.291.301.311.32Act .Agreement Affiliate .Articles .Board of Managers .Bankrupt Member.Capital Contribution .Capital Unit or Unit .Capital Unit Transfer System .Class A Members .Class A Units .Class B Members.Class B Units .Class C Members .Class C Units .Code .Committed Capital .Company .Dispose, Disposing, or Disposition .Manager .Member .Member Register .Net Cash from Operations .Northern Lights Ethanol .Ownership Percentage .Person .Proceeding .Quarter .Reclassification .Reclassification Effective Time.Super Majority Vote .Treasury Regulations 11111222222222223333333333333334ARTICLE 2 - ORGANIZATION2.12.22.32.42.52.62.72.82.9Formation .Name .Registered Office; Registered Agent, Principal Office in the United States; Other Offices .Purpose .Foreign Qualification .Term .Mergers and Exchanges .No State-Law Partnership.Fiscal Year.444444445ARTICLE 3 - MEMBERS3.13.23.33.43.53.63.73.8Members. .Representations and Warranties .Interests in a Member .Information .Liabilities to Third Parties. .Withdrawal .Lack of Authority. .Classes and Voting .55666677

3.93.103.113.123.133.143.153.163.173.18Place and Manner of Meeting .Conduct of Meetings .Annual Meeting .Special Meetings .Notice .Quorum of Members .Voting of Capital Units by Company .Closing Record Books and Fixing Record Data .Fixing Record Dates for Ballots by Mail .Proxies .8999999101010ARTICLE 4 - DISPOSITION OF CAPITAL UNITS4.14.24.3General Restrictions on the Disposition of Capital Units . 10Tax Elections . 12Redemption . 12ARTICLE 5 - CAPITAL CONTRIBUTIONS5.15.25.35.45.55.6Capital Units . 12Additional Capital Units . 13Return of Contributions . 13Advances by Members . 13Capital Accounts . 13Class A Reclassification . 13ARTICLE 6 - ALLOCATIONS AND tions and Distributions .Distributions of Net Cash from Operations .Allocations of Income, Gain, Loss, Deductions, and Credits .Allocation of Gain or Loss Upon the Sale of All or Substantially All of the Company’s Assets.Regulatory Allocations and Allocation Limitations .Proration of Allocations .Consent to Allocation .Distributions in Kind .Right to Distributions .Limitation on Distributions .14141414141616161616ARTICLE 7 — 37.14Number of Officers .Appointment and Term of Office .Removal of Officers .The Chief Executive Officer .The Chief Financial Officer.PresidentThe Vice-Presidents .The Secretary.Assistant Secretaries .Designation of Tax Matters Partner.Duties of Tax Matters Partner .Authority of Tax Matters Partner .Expenses of Tax Matters Partner .Compensation .16161717171717181818191919ARTICLE 8 — MANAGEMENT8.1Management by Board of Managers . 19ii

168.178.188.198.20Actions by Managers; Committees; Delegation of Authority and Duties .Registration and Transfer of Securities .Number; Term of Office; Election .Death or Disability of Managers .Removal .Resignations .Vacancies. .Place and Manner of Meetings .First Meeting. .Regular Meeting of Board of Managers .Special Meeting of Board of Managers .Notice of Board of Managers’ Meetings .Action Without Meeting .Quorum; Majority Vote .Approval or Ratification of Acts or Contracts .Interested Managers, Officers and Members .Expenses of the Company .Procedure .Compensation .21212222222323232323232323232424242424ARTICLE 9 - INDEMNIFICATION9.19.29.39.4Indemnification .Liability of Company .Prospective Amendment of Liability and Indemnity .Non-Exclusive Liability and Indemnity .24242525ARTICLE 10 - CAPITAL UNIT CERTIFICATES10.110.210.310.410.510.6Certificates for Membership .Transfer of Certificates .Loss or Destruction of Certificates .Certificate Regulations .Transfer of Membership .Legends .25252525252526ARTICLE 11 - BANKRUPTCY OF A MEMBERARTICLE 12 - DISSOLUTION12.112.2Dissolution and Winding-Up . 26Continuation . 26ARTICLE 13 - LIQUIDATION AND TERMINATION13.113.213.313.4Liquidation and Termination .Application and Distribution of Proceeds on Liquidation .Deficit Capital Account Balances.Articles of Dissolution .26272727ARTICLE 14 - GENERAL PROVISIONS14.114.214.314.414.514.614.7Books and Records .Headings. .Construction and Severability .Effect of Waiver or Consent .Binding Effect .Governing Law/Jurisdiction .Further Assurances .iii27272728282828

14.814.914.1014.11Notice to Members of Provisions of This Agreement .Counterparts .Conflicting Provisions .Amendments .iv28282828

SEVENTH AMENDED AND RESTATEDOPERATING AGREEMENTOFNORTHERN GROWERS, LLCThis Seventh Amended and Restated Operating Agreement of Northern Growers, LLC (the “Company”)dated as of the 31st day of July, 2012, is executed and agreed to, for good and valuable consideration, bythe Members (as defined below) and the Company. This Seventh Amended and Restated OperatingAgreement amends and restates in its entirety that certain Sixth Amended and Restated OperatingAgreement dated July 1, 2010.WHEREAS, the Class A Members are currently the only class of Members allowed to vote on a merger orconsolidation between the Company and another business entity;WHEREAS, the Managers believe that by not allowing Class B Members and Class C Members the rightto vote on a merger or consolidation with another business entity, it unfairly disenfranchises Class BMembers and Class C Members from voting on an important transaction involving the Company;WHEREAS, this Agreement is amended to allow Class B Members and Class C Members the right to voteon a merger or consolidation with another business entity;WHEREAS, the Managers, notwithstanding their desire to allow Class B and Class C Members the rightto vote on a merger or consolidation with another business entity, desire that the Company remain a nonSEC reporting company; andWHEREAS, the Managers have voted in favor of this Seventh Amended and Restated OperatingAgreement at a special meeting of the Company’s Managers held on June 22, 2012.NOW THEREFORE, the parties agree to the following terms and conditions:ARTICLE 1DEFINITIONSAs used in this Operating Agreement, the following terms have the following meanings:1.1“Act” means the South Dakota Limited Liability Company Act and any successor statute,as amended from time to time.1.2“Agreement” means this Operating Agreement of Northern Growers, LLC, as amendedfrom time to time.1.3“Affiliate” of any Person shall mean any other Person, directly or indirectly, controlling,controlled by, or under common control with, such Person; or if such Person is a partnership, any generalpartner of such Person or a Person controlling any such general partner. For purposes of this definition,“control” (including “controlled by” and “under common control with”) shall mean the power, directly orindirectly, to direct or cause the direction of the management and policies of such Person whether throughthe ownership of voting securities, by contract or otherwise.1.4“Articles” means the Articles of Organization filed with the Secretary of State of SouthDakota on April 1, 2002, by which the Company was organized as a South Dakota limited liabilitycompany under and pursuant to the Act.1.5“Board of Managers” means the Managers acting as a group with the powers set forth inthe Articles and this Operating Agreement.1

1.6“Bankrupt Member” means (except to the extent that the Board of Managers determinesotherwise) any Member (a) that makes a general assignment for the benefit of creditors; (b) files avoluntary bankruptcy petition under Chapter 7 of the United States Bankruptcy Code; (c) files a petition oranswer seeking for the Member a liquidation, dissolution, or similar relief under any law; (d) files ananswer or other pleading admitting or failing to contest the material allegations of a petition filed againstthe Member in a proceeding of the type described in subclauses (a) through (c); (e) seeks, consents to, oracquiesces in the appointment of a trustee, receiver, or liquidator of the Member’s or of all or anysubstantial part of the Member’s properties; or (f) against which an involuntary petition has been filed and aproceeding seeking relief under Chapter 7 of the United States Bankruptcy Code, liquidation, dissolution,or similar relief under any law has been commenced and ninety (90) days have expired without dismissalthereof or with respect to which, without the Member’s consent or acquiescence, a trustee, receiver, orliquidator of the Member or of all or any substantial part of the Member’s properties has been appointedand ninety (90) days have expired without the appointment having been vacated or stayed, or ninety (90)days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.1.7“Capital Contribution” means any actual contribution by a Member to the capital of theCompany through the purchase of Capital Units (but does not include subscribed for, but unpaid CapitalUnits).1.8“Capital Unit” or “Unit” means Capital Units of the Company with the rights andprivileges set forth in this Operating Agreement, including Class A, Class B and Class C Capital Units, andany other class of Capital Units as may be approved and adopted by the Board of Managers.1.9“Capital Unit Transfer System” means the procedures set forth in Article 4 of thisOperating Agreement governing all Dispositions of Capital Units.1.10“Class A Members” means all Persons (i) whose names are set forth as such in theMember Register or who have become a Class A Member pursuant to the terms of this Agreement, and (ii)who own one (1) or more Class A Units.1.11“Class A Units” means an ownership interest in the Company that represents a CapitalContribution made as provided in Section 5 in consideration of the Class A Units, including any and allrights and privileges to which the holder is entitled, together with all obligations of such holder to complywith the terms and provisions of this Agreement.1.12“Class B Members” means all Persons (i) whose names are set forth as such in theMember Register or who have become a Class B Member pursuant to the terms of this Agreement, and (ii)who own one (1) or more Class B Units.1.13“Class B Units” means an ownership interest in the Company that represents a CapitalContribution made as provided in Section 5 in consideration of the Class B Units, including any and allrights and privileges to which the holder is entitled, together with all obligations of such holder to complywith the terms and provisions of this Agreement.1.14“Class C Members” means all Persons (i) whose names are set forth as such in theMember Register or who have become a Class C Member pursuant to the terms of this Agreement, and (ii)who own one (1) or more Class C Units.1.15“Class C Units” means an ownership interest in the Company that represents a CapitalContribution made as provided in Section 5 in consideration of the Class C Units, including any and allrights and privileges to which the holder is entitled, together with all obligations of such holder to complywith the terms and provisions of this Agreement.1.16“Code” means the Internal Revenue Code of 1986 and any successor statute, as amendedfrom time to time.2