Plymouth Energy LLC

10/18/13 2:14:04 PM

     This portion of the website is made available by Plymouth Energy, LLC ("Plymouth Energy") to allow the posting of nonbinding offers or indications of interest for the sale or purchase of units of Plymouth Energy in order to provide a means for the initiation of contact between, and the matching of, members who have an interest in selling any of their units and persons who have interest in buying units.

     The availability of this matching service and your use of this matching service is subject to all of the following:

1.  Plymouth Energy may amend or modify this matching service, and suspend or discontinue this matching service for any period of time, at any time and for any reason, and without any notice.  For example, Plymouth Energy may amend this matching service to require the payment of a fee to Plymouth Energy for the use of this matching service. As another example, Plymouth Energy may suspend this matching service for the remainder of any tax year of Plymouth Energy if 10% of the outstanding units have been transferred during that taxable year.

2.  Plymouth Energy reserves the right, for any reasonable cause, to (i) prohibit any person from posting any sell or buy offers in this matching service or from selling or purchasing any units from the use of any information from this matching service, or (ii) remove, without notice, all of the posted sale information or the posted buy information of any person. "Reasonable cause" includes the person (i) breaching any agreement the person enters into to sell or buy any units or the person engaging in any misrepresentations or other misleading acts or omissions in connection with any sale or purchase of any units; (ii) breaching the Amended and Restated Operating Agreement of Plymouth Energy in connection with any sale or purchase of any units; or (iii) using this matching service in any manner that could be argued to make the units of Plymouth Energy to be readily tradable on a secondary market or the substantial equivalent thereof.

3.  Plymouth Energy will not provide any information or otherwise participate in any negotiations for the sale or purchase of any units, and all sales and purchases must be based on the seller's and buyer's own independent investigation, knowledge and belief. No information on Plymouth Energy's website is provided for purposes of providing information for any sales or purchases of any units, so you cannot rely on any information on Plymouth Energy's website as a basis for making any decision to sell or buy any units.

4.  All sales and purchases must comply with the Amended and Restated Operating Agreement of Plymouth Energy; and in particular Article 9 of the Amended and Restated Operating Agreement. For example, all sales and purchases of units are subject to the approval of the managers of Plymouth Energy under Section 9.1 of the Amended and Restated Operating Agreement.   Given that manager approval is necessary for all sales, you should not exchange any funds or otherwise finalize any sale or purchase of any units unless and until the approval of the managers has been obtained.

As another example, the seller and buyer in any transaction will be required to provide Plymouth Energy with an executed and properly completed unit assignment application, and the seller will also be required to provide Plymouth Energy with the certificate or certificates for the units being sold, properly endorsed for transfer.

You should review the Amended and Restated Operating Agreement before submitting a unit assignment application and any certificates for units to Plymouth Energy.
(Click here to review the Amended and Restated Operating Agreement)

5.  No one will be allowed to be listed in this matching service as both a prospective seller and a prospective buyer at any one time.

6. Plymouth Energy intends to post sale and buy offers on the first business day of each month. If you desire to post a sale or buy offer in this matching service, you must provide Plymouth Energy with all required information at least five days prior to the first business day of the month you want to post your offer. Plymouth Energy shall not, however, have any liability for any failure or delay in posting any sale or buy offer from this matching service, for whatever reason.

7.  Plymouth Energy intends to remove a posted sale or buy offer within thirty days of Plymouth Energy's receipt of a written request for removal from the prospective seller or the prospective buyer. Plymouth Energy shall not, however, have any liability for failure or delay in removing any posted sale or buy offer from this matching service, for whatever reason.

8.  Plymouth Energy may remove the posted sale information for units which have been sold at any time following the approval of the sale of the units by the managers of Plymouth Energy, without notice to the seller. If a person sells less than all of the units which the person has posted for sale in this matching service, Plymouth Energy may remove all of the posted sale information of the person.

9.  All of a prospective seller's information shall be removed from this matching service by Plymouth Energy, without notice to the prospective seller, at any time between 90 and 120 calendar days after the date the information was posted in this matching service.

10.  Following any removal of a prospective seller's information from this matching service, including under any of paragraphs 2, 7, 8 or 9 above and whether by the prospective seller or by Plymouth Energy, and for whatever reason, no offer to sell any units may be posted in this matching service by that prospective seller for at least 60 calendar days after the date of the removal.

11.  All of a prospective buyer's information may be removed from this matching service by Plymouth Energy, without notice to the prospective buyer, at any time on or after the date which is 180 calendar days after the date the information was posted in this matching service. All prospective buyers have the responsibility to monitor this matching service to determine if their information has been removed from this matching service pursuant to this paragraph.

12.  If you determine to post a sell or a buy offer in this matching service, you are responsible for assuring that the posted information is accurate and complete. Plymouth Energy shall not have any liability for the accuracy or completeness of any posted sale or buy offer or any other information regarding any prospective seller or prospective buyer.

13.  No person is required or committed to sell any shares or to buy any units by reason of any posting in this matching service, and any prospective seller or prospective buyer can reject any offer, for whatever reason, and even if the offered price matches the prospective seller's posted sales price or the prospective buyer's posted buy price.  All of the terms and conditions of any agreement to sell and buy any units must be established by the seller and buyer, in their respective sole discretion.

14.  A prospective seller cannot enter into a binding agreement to sell any units which are posted in this matching service until at least the 15th calendar day after the date the sale offer was posted in this matching service.

15. The closing of any sale effected pursuant to this matching service cannot occur until at least the 45th calendar day after the date the sale offer was posted in this matching service. The closing means the earlier of the date of the passage of title to the units or the payment of the purchase price for the units. In addition, all assignments will be recognized by and effective with respect to Plymouth Energy only in accordance with the Amended and Restated Operating Agreement.

16.  If a prospective seller owns more units than are posted for sale in this matching service, any units which are sold by the prospective seller during the time the units are posted for sale in this matching service shall be deemed to be the units posted for sale in this matching service.

Any units which are purchased by a person during the time the person is listed as a prospective buyer in this matching service shall be deemed to have been sold and purchased pursuant to this matching service.

17.  The seller and buyer in any transaction shall be responsible for assuring that the sale and purchase complies with all applicable laws, rules and regulations, including the federal and applicable state securities laws, rules and regulations. For example, the seller and buyer need to determine whether the sale of the units is exempt from registration under the federal and state securities laws.

18.  All persons accessing or utilizing this matching service shall defend, indemnify and hold Plymouth Energy and its managers, officers and employees harmless from and against any suits, actions, claims, counterclaims, proceedings, demands, damages, losses, liabilities, costs, expenses and other amounts (including legal fees and court costs) which are made or brought against, or are incurred by, any of them and which in any way arise from or are related to the person accessing or utilizing this matching service.

19.  Plymouth Energy may conclusively assume, without any inquiry or investigation, that a transaction which was the subject of a unit assignment application that was approved by the managers  Plymouth Energy has been closed by the seller and buyer upon Plymouth Energy's receipt of the certificate or certificates for the units sold. No certificates should be presented to Plymouth Energy unless and until the approval of the managers has been obtained.

20.  Each seller and buyer in any transaction effected pursuant to this matching service consent to Plymouth Energy including information in this matching service regarding the number of units sold in the transaction, the date of the transaction, the aggregate and/or per unit purchase price paid in the transaction and the form of consideration paid in the transaction (for example, cash, other securities, etc.), if Plymouth Energy determines, in its sole discretion, to include that information in this matching service.

21.  This matching service may not be utilized by any person licensed or registered as a broker, dealer, investment advisor or other securities professional, or by any person licensed or registered as a principal or an agent or associated person of any such broker, dealer, investment advisor or other securities professional.

Other Notices:

1.  The units are a speculative, high risk investment. You should not purchase any units unless you can afford to lose all of your investment. The assignment of units is restricted, so the units are not a liquid investment.

2.  Plymouth Energy's approval of any sale does not mean that Plymouth Energy endorses the sale or recommends any other sales at that price or on the same or similar terms. Plymouth Energy is not responsible for the fairness of the purchase price, the payment terms or any other terms of any transaction. You must discuss any proposed sale or purchase of any units with your own legal, tax, investment and other advisors.

3.  Plymouth Energy is not a broker, dealer, investment advisor or securities exchange. Plymouth Energy's participation in any transaction is limited to providing the unit assignment application, approving or disapproving the proposed assignment of units and canceling and issuing certificates for units, all in accordance with the Amended and Restated Operating Agreement.

4.  Plymouth Energy shall not have any liability or responsibility to any person who accesses or utilizes this matching service or otherwise arising from or regarding this matching service, including for any failure or delay in posting or removing any information or for the accuracy or completeness of any information. Plymouth Energy shall also not have any liability or responsibility for any unavailability or any other failure of Plymouth Energy's website, for whatever reason, or for any acts or omissions of any person who may be hosting or otherwise providing any services with respect to Plymouth Energy's website.

5.  This portion of the website is intended to constitute a "qualified matching service" as defined in Treasury Regulation Section 1.7704-1(g), as amended from time to time, and is intended to, and shall be interpreted so as to, meet the requirements of that Section.

Click here to continue only if you have read, understand and unconditionally agree to all of the above terms and notices.