exv4w2



 












Exhibit 4.2




MINNERGY, LLC




SUBSCRIPTION AGREEMENT




Limited Liability Company Membership Units




$1.00 per Unit




Minimum Investment of 20,000 Units ($20,000)

5,000 Unit Increments Thereafter ($5,000)



The undersigned subscriber (“Subscriber”), desiring to become a member of MinnErgy, LLC
(“MinnErgy”), a Minnesota limited liability company, with its principal place of business at 4455
Theurer Boulevard, PO Box 186, Winona, Minnesota 55987 hereby subscribes for the purchase of
membership units of MinnErgy, and agrees to pay the related purchase price, identified below.



A. SUBSCRIBER INFORMATION. Please print your individual or entity name and address. If we accept
your subscription, the units will be titled in the name of the subscriber as it appears below.
Joint subscribers should provide both names. Your name and address will be recorded exactly as
printed below. Please provide your home, business and/or mobile telephone number. If desired,
please also provide your e-mail address.




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Subscriber’s Printed Name
	 	 	 	 
	 	 	 	 	 

	 	 

	 	 
	 	2.	 	 	Title, if applicable
	 	 	 	 
	 	 	 	 	 

	 	 

	 	 
	 	3.	 	 	Subscriber’s Address
	 	 	 	 
	 
	 	 	 	 	Street
	 	 	 	 
	 	 	 	 	 

	 	 

	 	 
	 	 	 	 	City, State, Zip Code
	 	 	 	 
	 	 	 	 	 

	 	 

	 	 
	 	4.	 	 	E-mail Address
	 	 	 	 
	 	 	 	 	 

	 	 

	 	 
	 	5.	 	 	Home Telephone Number
	 	 	 	 
	 	 	 	 	 

	 	 

	 	 
	 	6.	 	 	Business Telephone Number
	 	 	 	 
	 	 	 	 	 

	 	 

	 	 
	 	7.	 	 	Mobile Telephone Number
	 	 	 	 
	 	 	 	 	 

	 	 

	 	 





B. NUMBER OF UNITS PURCHASED. You must purchase at least 20,000 units. The minimum number of units
to be sold is 58,000,000 and the maximum number of units to be sold in the offering is 78,000,000.




	 	 	 
	 

	
Unit(s)	 





C. PURCHASE PRICE. Indicate the dollar amount of your investment (minimum investment is
$20,000).




	 	 	 	 	 	 	 	 	 
	1. Total Purchase Price
	 	=
	 	2. 1st Installment
	 	+
	 	3. 2nd Installment
	($1.00 per unit multiplied 

by number of units)
	 	 	 	(10% of Total Purchase Price)
	 	 	 	(90% of Total Purchase Price)
	 	 	=
	 	 	 	+
	 	 






D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:




     You should read the Prospectus dated [DATE OF EFFECTIVENESS] (the “Prospectus”) in its
entirety including the exhibits for a complete explanation of an investment in MinnErgy.



 1









 





     INSTRUCTIONS IF YOU ARE SUBSCRIBING PRIOR TO THE COMPANY’S RELEASE OF FUNDS FROM
ESCROW: If you are subscribing prior to the Company’s release of funds from escrow, you must
follow the instructions contained in paragraphs 1 through 5 below:



     1. Complete all information required in this Subscription Agreement, and date and sign the
Subscription Agreement on page 6 and the Member Signature Page to our Second Amended and Restated
Member Control Agreement attached to this Subscription Agreement as Exhibit A.



     2. Immediately provide a personal (or business) check for the first installment of ten percent
(10%) of your investment amount. The check should be made payable to “Winona National Bank, escrow
agent for MinnErgy, LLC.” You will determine this amount in box C.2 on page 1 of this Subscription
Agreement.



     3. Execute the Promissory Note and Security Agreement on page 7 of this Subscription Agreement
evidencing your commitment to pay the remaining ninety percent (90%) due for the units. The
Promissory Note and Security Agreement is attached to this Subscription Agreement and grants
MinnErgy, LLC a security interest in your units.



     4. Deliver the original executed documents referenced in paragraphs 1 and 3 of these
instructions, together with a personal or business check as described in Paragraph 2 of these
instructions to:


MinnErgy, LLC

4455 Theurer Boulevard, PO Box 186

Winona, Minnesota 55987




     5. Within 20 days of written notice from MinnErgy that your subscription has been accepted,
you must remit an additional personal (or business) check for the second installment of ninety
percent (90%) of your investment amount made payable to “Winona National Bank, escrow agent for
MinnErgy, LLC” in satisfaction of the Promissory Note and Security Agreement. You will determine
this amount in box C.3 on page 1 of this Subscription Agreement. You must deliver this check to
the same address set forth above in paragraph 4 within twenty (20) days of the date of MinnErgy’s
written notice. If you fail to pay the second installment pursuant to the Promissory Note and
Security Agreement, MinnErgy shall be entitled to retain your first installment and to seek other
damages, as provided in the Promissory Note and Security Agreement. This means that if you are
unable to pay the 90% balance of your investment amount within 20 days of our notice, you may have
to forfeit the 10% cash deposit.



     Your funds will be placed in MinnErgy’s escrow account at Winona National Bank. The funds
will be released to MinnErgy or returned to you in accordance with the escrow arrangements
described in the Prospectus. MinnErgy may, in its sole discretion, reject or accept any part or
all of your subscription. If MinnErgy rejects your subscription, your Subscription Agreement and
investment will be promptly returned to you, plus nominal interest. MinnErgy may not consider the
acceptance or rejection of your subscription until a future date near the end of this offering.



     INSTRUCTIONS IF YOU ARE SUBSCRIBING AFTER THE COMPANY’S RELEASE OF FUNDS FROM ESCROW:
If you are subscribing after the Company’s release of funds from escrow, you must follow the
instructions contained in paragraphs 1 through 3 below:



     1. Complete all information required in this Subscription Agreement, and date and sign the
Subscription Agreement on page 6 and the Member Signature Page to our Second Amended and Restated
Member Control Agreement attached to this Subscription Agreement as Exhibit A.



     2. Immediately provide your personal (or business) check for the entire amount of your
investment (as determined in box C.1 on page 1) made payable to “MinnErgy, LLC.”



     3. Deliver the original executed documents referenced in paragraph 1 of these instructions,
together with your personal or business check as described in paragraph 2 to:


MinnErgy, LLC

4455 Theurer Boulevard, PO Box 186

Winona, Minnesota 55987




     If you are subscribing after we have released funds from escrow and we accept your investment,
your funds will be immediately at-risk as described in the Prospectus. MinnErgy may, in its sole
discretion, reject or accept any part or all



 2









 







of your subscription. If MinnErgy rejects your
subscription, your Subscription Agreement and investment will be returned to you promptly, plus
nominal interest. MinnErgy may not consider the acceptance or rejection of your subscription until
a future date near the end of this offering.



You may direct your questions to the governors listed below or to MinnErgy at (507) 858-0022.





	 	 	 	 	 
	NAME	 	POSITION	 	PHONE NUMBER
	Dan Arnold

	 	Chairman of the Board and Governor
	 	(507) 858-0022
	Ron Scherbring

	 	President/CEO and Governor
	 	(507) 858-0050
	Chris Arnold

	 	Secretary, CFO and Governor
	 	(507) 858-0051
	Dave Arnold

	 	Governor
	 	(507) 858-0052
	Mike Daley

	 	Governor
	 	(507) 858-0053
	Harland Knight

	 	Governor
	 	(507) 858-0054
	Bea Koch

	 	Governor
	 	(507) 858-0055
	Glen Lutteke

	 	Governor
	 	(507) 858-0056
	Rich Mikrut

	 	Governor
	 	(507) 858-0057
	Bob Pennington

	 	Governor
	 	(507) 858-0058
	Tony Wasinger

	 	Governor
	 	(507) 858-0059





	 	 	 	 	 	 	 	 	 	 	 	 	 
	E.	 	Additional Subscriber Information. Subscriber, named above, certifies the following under
penalties of perjury:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	1.	 	 	Form of Ownership. Check the appropriate box (one only) to indicate form of
ownership. If the subscriber is a Custodian, Corporation, Partnership or Trust, please
provide the additional information requested.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	Individual	 	 	 	 
	 	 	 	 	 	 	o	 	Joint Tenants with Right of Survivorship (Both signatures must appear on page 6.)
	 	 	 	 	 	 	o	 	Corporation, Limited Liability Company or Partnership (Corporate
Resolutions, Operating Agreement or Partnership Agreement must be enclosed.)
	 

	 	 	 	 	 	o
	 	Trust	 	 	 	 
	 	 	 	 	 	 	 	 	      Trustee’s Name:                                                             
	 	 	 	 	 	 	 	 	      Trust Date:                                                             
	 	 	 	 	 	 	o	 	Other: Provide detailed information in the space immediately below.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	2.	 	 	Subscriber’s Taxpayer Information. Check the appropriate box if you are a
non-resident alien, a U.S. Citizen residing outside the United States, and/or subject
to backup withholding. All individual subscribers should provide their Social Security
Numbers. Trusts should provide the trust’s taxpayer identification number. Custodians
should provide the minor’s Social Security Number. Other entities should provide the
entity’s taxpayer identification number.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	o	 	Check box if you are a non-resident alien
	 	 	 	 	 	 	o	 	Check box if you are a U.S. citizen residing outside of the United States
	 	 	 	 	 	 	o	 	Check this box if you are subject to backup withholding
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subscriber’s Social Security No.	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	Joint Subscriber’s Social Security No.	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 	 	 	 	 	 	Taxpayer Identification No.	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	3.	 	 	Member Report Address. If you would like duplicate copies of member reports
sent to an address that is different than the address identified in section A, please
complete this section.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 





 3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	4.	 	 	State of Residence.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	State of Principal Residence:
	 

	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	State where driver’s license is issued:
	 

	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	State where resident income taxes are filed:
	 

	 	 	 	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	State(s) in which you have maintained your principal residence during the past three
years:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	  a.
	 	  b.
	 	  c.
	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.	 	 	Suitability Standards and Confidential Investor Information. You cannot invest
in MinnErgy unless you meet one of the following suitability tests a) or b) or the
heightened standards for Iowa investors set forth in c) set forth below. Please review
the suitability tests and check the box next to the following suitability test that you
meet. For husbands and wives purchasing jointly, the tests below will be applied on a
joint basis.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	a. o	 	I (We) have annual income from whatever source of at least
$45,000 and a net worth of at least $45,000, exclusive of home,
furnishings and automobiles; or
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	b. o	 	I (We) have a net worth of at least $150,000, exclusive of
home, furnishings and automobiles.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	c. o	 	I (We) reside in Iowa and I (We) have a net worth of $70,000
(exclusive of home, auto and furnishings) and annual income of $70,000 or, in
the alternative, a net worth of $250,000 (exclusive of home, auto and
furnishings).
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	6.	 	 	Subscriber’s Representations and Warranties. You must read and certify your
representations and warranties by placing your initials where indicated and by signing
and dating this Subscription Agreement. Joint subscribers are also required to
initial and sign as indicated.





(Initial here) (Joint initials) By signing below the subscriber represents and warrants to MinnErgy
that:




	 	 	 	 	 
	                    
	 	                    
	 	a. he, she or it has received a copy of MinnErgy’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits
thereto or has received notice that this sale has been made pursuant to a registration statement in which a
final prospectus would have been required to have been delivered in the absence of Rule 172;

	 	 	 	 	 

	                    
	 	                    
	 	b. the units of MinnErgy are offered and sold in reliance upon a federal securities registration; state
registrations in Iowa, Minnesota, and Wisconsin; and exemptions from securities registrations in various
other states, and understands that the units to be issued pursuant to this subscription agreement can only
be sold to a person meeting requirements of suitability;

	 	 	 	 	 

	                    
	 	                    
	 	c. the securities purchased pursuant to this Subscription Agreement have not been registered under the
securities laws of any state other than Iowa, Minnesota, and Wisconsin and that MinnErgy is relying in part
upon the representations of the undersigned Subscriber contained herein;

	 	 	 	 	 

	                    
	 	                    
	 	d. the securities subscribed for have not been approved or disapproved by the SEC, or the Iowa, Minnesota, and
Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed
upon the accuracy or adequacy of the Prospectus;

	 	 	 	 	 

	                    
	 	                    
	 	e. he, she or it intends to acquire the units for his/her/its own account without a view to public
distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or
otherwise transfer or dispose of any units or any portion thereof to any other person;

	 	 	 	 	 

	                    
	 	                    
	 	f. there is no present market for MinnErgy’s membership units, that the membership units will not trade on an
exchange or automatic quotation system, that no such market is expected to develop in the future and that
there are significant restrictions on the transferability of the membership units;

	 	 	 	 	 

	                    
	 	                    
	 	g. he, she or it is encouraged to seek the advice of his legal counsel and accountants or other financial
advisers with respect to investor-specific tax and/or other considerations relating to the purchase and
ownership of units;

	 	 	 	 	 

	                    
	 	                    
	 	h. he, she or it has received a copy of MinnErgy’s Second Amended and Restated







4









 






	 	 	 	 	 
	 	 	 	 	Member Control Agreement, dated May 4, 2007, and understands that upon closing the escrow by MinnErgy, the subscriber and the
membership units will be bound by the provisions of the Second Amended and Restated Member Control Agreement which contains, among
other things, provisions that restrict the transfer of membership units;

	 	 	 	 	 

	                    
	 	                    
	 	i. the units are subject to substantial restrictions on transfer under certain tax and securities
laws along with restrictions in MinnErgy’s Second Amended and Restated Member Control Agreement,
and agrees that if the membership units or any part thereof are sold or distributed in the
future, the subscriber shall sell or distribute them pursuant to the terms of the Member Control
Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable tax and
securities laws;

	 	 	 	 	 

	                    
	 	                    
	 	j. he, she or it meets the suitability test marked in Item E.5 above;

	 	 	 	 	 

	                    
	 	                    
	 	k. he, she or it is capable of bearing the economic
risk of this investment, including the possible total loss of the investment
[Minnesota subscribers should NOT initial this subsection];

	 	 	 	 	 

	                    
	 	                    
	 	l. MinnErgy will place a restrictive
legend on any certificate representing any unit containing substantially
the following language as the same may be amended by the Governors of
MinnErgy in their sole discretion:

	 	 	 	 	 

	 	 	 	 	THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED,
OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE
THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR
ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER,
HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN
STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE
MEMBER CONTROL AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO
TIME.

	 	 	 	 	 

	 	 	 	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND UNDER
APPLICABLE STATE SECURITIES LAWS.

	 	 	 	 	 

	                    
	 	                    
	 	m. to enforce the above legend, MinnErgy may place a stop transfer order with its
registrar and stock transfer agent (if any) covering all certificates representing
any of the membership units;

	 	 	 	 	 

	                    
	 	                    
	 	n. he, she or it may not transfer or assign this Subscription Agreement, or any of
the subscriber’s interest herein without the prior written consent of MinnErgy;

	 	 	 	 	 

	                    
	 	                    
	 	o. he, she or it has written his, her, or its correct taxpayer identification
number under Item E.2 on this Subscription Agreement;

	 	 	 	 	 

	                    
	 	                    
	 	p. he, she or it is not subject to back up withholding either because he, she or it
has not been notified by the Internal Revenue Service (“IRS”) that he, she or it
is subject to backup withholding as a result of a failure to report all interest
or dividends, or the IRS has notified him, her or it that he is no longer subject
to backup withholding (Note this clause (p) should be crossed out if the backup
withholding box in Item E.2 is checked);

	 	 	 	 	 

	                    
	 	                    
	 	q. execution of the attached Promissory Note and Security Agreement will allow
MinnErgy or its assigns to pursue the obligor for payment of the amount due
thereon by any legal means, including, but not limited to, acquisition of a
judgment against the obligor in the event that the subscriber defaults on that
Promissory Note and Security Agreement; and

	 	 	 	 	 

	                    
	 	                    
	 	r. MinnErgy may retain possession of certificates representing subscriber’s units
to perfect its security interest in those units.







 5









 






	 	 	 	 	 	 	 
	Signature of Subscriber/Joint Subscriber:	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Individuals:	 	 	 	Entities:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Name of Individual Member (Please Print)	 	 	 	Name of Entity (Please Print)
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Signature of Individual	 	 	 	Print Name and Title of Officer
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Name of Joint Individual Member (Please Print)	 	 	 	Signature of Officer
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Signature of Joint Individual Member	 	 	 	 






ACCEPTANCE OF SUBSCRIPTION BY MINNERGY, LLC:




MinnErgy, LLC hereby accepts Subscriber’s subscription for                      units.




Dated this                     day of                                         , 200___.




	 	 	 	 	 
	MINNERGY, LLC
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 






 6









 








PROMISSORY NOTE AND SECURITY AGREEMENT




     Date of Subscription Agreement:                                         , 200___.



$1.00 per Unit

Minimum Investment of 20,000 Units ($20,000); Units Sold in 5,000 Unit Increments Thereafter ($5,000 each)




	 	 	 	 	 
	 

	 	 	 	Number of Units Subscribed
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 	 	Total Purchase Price ($1.00 per unit multiplied by number of units subscribed)
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	(                    )
	 	Less Initial Payment (10% of Principal Amount)
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 	 	Principal Balance
	 

	 	 

	 	 





FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of MinnErgy, LLC, a
Minnesota limited liability company (“MinnErgy”), at its principal office located at 4455 Theurer
Boulevard, PO Box 186, Winona, Minnesota 55987, or at such other place as required by MinnErgy, the
Principal Balance set forth above in one lump sum to be paid without interest within 20 days
following the call of the MinnErgy Board of Governors, as described in the Subscription Agreement.
In the event the undersigned fails to timely make any payment owed, the entire balance of any
amounts due under this full recourse Promissory Note and Security Agreement shall be immediately
due and payable in full with interest at the rate of 12% per annum from the due date and any
amounts previously paid in relation to the obligation evidenced by this Promissory Note and
Security Agreement may be forfeited at the discretion of MinnErgy.



The undersigned agrees to pay to MinnErgy on demand, all costs and expenses incurred to collect any
indebtedness evidenced by this Promissory Note and Security Agreement, including, without
limitation, reasonable attorneys’ fees. This Promissory Note and Security Agreement may not be
modified orally and shall in all respects be governed by, construed, and enforced in accordance
with the laws of the State of Minnesota.



The provisions of this Promissory Note and Security Agreement shall inure to the benefit of
MinnErgy and its successors and assigns, which expressly reserves the right to pursue the
undersigned for payment of the amount due thereon by any legal means in the event that the
undersigned defaults on obligations provided in this Promissory Note and Security Agreement.



The undersigned waives presentment, demand for payment, notice of dishonor, notice of protest, and
all other notices or demands in connection with the delivery, acceptance, performance or default of
this Promissory Note and Security Agreement.



The undersigned grants to MinnErgy, and its successors and assigns (“Secured Party”), a purchase
money security interest in all of the undersigned’s membership units of MinnErgy now owned or
hereafter acquired. This security interest is granted as non-exclusive collateral to secure payment
and performance on the obligation owed Secured Party from the undersigned evidenced by this
Promissory Note and Security Agreement. The undersigned further authorizes Secured Party to retain
possession of certificates representing such membership units and to take any other actions
necessary to perfect the security interest granted herein.




Dated:                                                            , 200__.




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OBLIGOR/DEBTOR:	 	 	 	JOINT OBLIGOR/DEBTOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Printed or Typed Name of Obligor	 	 	 	Printed or Typed Name of Joint Obligor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

(Signature)
	 	 
	 	 	 	 

(Signature)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Officer Title if Obligor is an Entity	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Address of Obligor

	 	 	 	 	 	 	 	 







 7









 








Exhibit A




MEMBER SIGNATURE PAGE




ADDENDUM TO THE

SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT

OF MINNERGY, LLC




     The undersigned does hereby warrant, represent, covenant and agree that: (i) the undersigned,
as a condition to becoming a Member in MinnErgy, LLC, has received a copy of the Second Amended and
Restated Member Control Agreement dated November 2, 2007, and, if applicable, all amendments and
modifications thereto; (ii) the undersigned shall be subject to and comply with all terms and
conditions of such Member Control Agreement in all respects, as if the undersigned had executed
said Member Control Agreement on the original date thereof; and (iii) the undersigned is and shall
be bound by all of the provisions of said Member Control Agreement from and after the date of
execution of this Addendum.




	 	 	 	 	 	 	 	 	 
	Individuals:	 	 	 	Entities:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name of Individual Member (Please Print)	 	 	 	Name of Entity (Please Print)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature of Individual	 	 	 	Print Name and Title of Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name of Joint Individual Member (Please Print)	 	 	 	Signature of Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature of Joint Individual Member	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Agreed to and accepted on behalf of the

Company and its Members:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	MINNERGY, LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 






C-1