exv4w2



 







Exhibit 4.2




AGASSIZ
ENERGY, LLC 



SUBSCRIPTION AGREEMENT




Limited Liability Company Membership Units




$1.00 per Unit




Minimum
Investment of 20,000 Units ($20,000), Subject to Waiver

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



The undersigned subscriber, desiring to become a member of Agassiz Energy, LLC (“Agassiz
Energy”), a Minnesota limited liability company, with its principal place of business at 510 County
Road 71, Valley Technology Park, Crookston, Minnesota 56716, hereby subscribes for the purchase of
the membership interests of Agassiz Energy, and agrees to pay the related purchase price,
identified below.




A. SUBSCRIBER INFORMATION. Please print your individual or entity name and
address. Joint subscribers should provide their respective names. Your name and address will be
recorded exactly as printed below.



1.
Subscribers’ Printed Name        
                                                                               



2.
Title, if applicable:    
                                                                                                 



3. Subscriber’s Address:



                    Street 
                                                                                                        



                    City,
State, Zip Code 
                                                                              



4.
Telephone: 
                                                                                                              



5.
Email Address: 
                                                                                                        



B. NUMBER OF UNITS PURCHASED. You must purchase at least 20,000 units. We
presently have 4,636,500 units outstanding. The maximum number of units to be sold is
58,500,000.




 






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
the number in box B above)

	 	 	 	(10% of the Total Purchase
Price)
	 	 	 	(90% of the Total
	 
	 	 	 	 	 	 	 	 
	 


	 	=
	 	 

	 	+
	 	 








 









 








D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:



You should read the Prospectus dated [Date of Effectiveness] (the “Prospectus”) in its
entirety including exhibits for a complete explanation of an investment in Agassiz Energy, LLC. To
subscribe, you must:



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 Steps 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 Amended and Restated Member
Control Agreement attached to this Subscription Agreement as Exhibit A.



     2. Immediately provide your personal (or business) check for the first installment of
ten percent (10%) of your investment amount made payable to
“(Escrow Name).”

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
that is attached to this Subscription Agreement and grant Agassiz Energy a security interest in
your Units.



     4. Deliver each of the original executed documents referenced in Items 1 and 3 of
these Instructions, together with your personal or business check described in Item 2 of these
Instructions to:



                                                                 



                                                                 



                                                                 



     5. Upon written notice from Agassiz Energy stating that its sales of Units have
exceeded the Minimum Offering amount of $42,500,000, you must, within
thirty (30) days,
secure an additional personal (or business) check for the second installment of ninety percent
(90%) of your investment amount made payable to “(Escrow Name)” 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 Instruction 4 within thirty (30) days of the date of Agassiz
Energy’s written notice. If you fail to pay the second installment pursuant to the Promissory Note and
Security Agreement, Agassiz Energy shall be entitled to retain your first installment and to
seek other damages, as provided in the Promissory Note and Security Agreement.



     Your funds will be placed in
Agassiz Energy’s escrow account at                 . The
funds will be released to Agassiz Energy or returned to you in accordance with the escrow
arrangements described in the Prospectus. Agassiz Energy may, in its sole discretion, reject or
accept any part or all of your subscription. If Agassiz Energy rejects your subscription, your




 









 







Subscription
Agreement and investment will be promptly returned to you, plus
accrued nominal interest,
minus escrow fees. Agassiz Energy 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 Steps 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 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 “Agassiz Energy,
LLC.”



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


                                                            

                                                            

                                                            




     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. Agassiz Energy may, in its
sole discretion, reject or accept any part or all of your subscription. If Agassiz Energy rejects
your subscription, your Subscription Agreement and investment will be returned to you promptly,
plus nominal interest, minus escrow fees. Agassiz Energy 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 one of our governors listed below or to Agassiz
Energy at 218-281-8442.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Governor
	 	Cell Number	 	 
	 

	 	 
	 	 	 	 
	 

	 	Donald Sargeant
	 	218-281-8442	 	 
	 

	 	Wayne Wagner
	 	218-281-6914	 	 
	 

	 	JohnVallager
	 	218-281-3789	 	 






     If
you are a North Dakota resident or entity, you should contact:



          Gary
Bridgeford at 701-775-8480 or Larry Altringer at 218-281-6911.




E.  Agassiz
Energy Disclosures





	 	1.	 	The Units of Agassiz Energy are offered and sold in
reliance upon a federal securities registration; South Dakota, North Dakota and
Minnesota securities registrations; and exemptions from securities registrations in
various other states, and the Units to be issued pursuant to this
subscription agreement can only be sold to a person meeting requirements of
suitability;
	 
	 	2.	 	The securities purchased pursuant to this
Subscription Agreement have not been registered under the securities laws of any state other
than the States of South Dakota, North Dakota and Minnesota, and Agassiz
Energy is relying in part upon the representations of the undersigned Subscriber
contained herein;
	 
	 	3.	 	The securities subscribed for have not been approved
or disapproved by the South Dakota, North Dakota or Minnesota Securities
Departments or any other regulatory authority, nor has any regulatory authority
passed upon the accuracy or adequacy of the Prospectus;
	 
	 	4.	 	To enforce transfer restrictions, Agassiz Energy may place a stop transfer
order with its registrar and stock transfer agent (if any) covering all certificates
representing any of the membership units;






F.  Additional Subscriber Information. The 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 or subject to backup
withholding. Trusts should provide their taxpayer identification number. Custodians
should provide the minor’s Social Security Number. All individual subscribers should
provide their Social Security Number. Other entities should provide their 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: 
                                                                                



                                                                                                    





	 	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:



                                                                                                                                                 



                                                                                                                                                 




	 	5.	 	Suitability Standards. You cannot invest in Agassiz Energy unless you meet one, or more,
of the following suitability tests (a or b) set forth below. Please review the suitability
tests and check the box(es) 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 am a North Dakota resident and my
total investment does not exceed 10% of my net worth, exclusive of my
home furnishings and automobiles.







	 	6.	 	Subscriber’s Representations and Warranties. You must read and certify your
representations and warranties and sign and date this Subscription
Agreement.




By signing below the subscriber represents and warrants to Agassiz Energy that he, she or it:






	 	a.	 	has received a copy of Agassiz Energy’s Prospectus dated
[effective date] and the exhibits thereto;










 









 












	 	b.	 	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;
	 
	 	c.	 	understands that there is no present market for Agassiz Energy’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;
	



	 
	 	d.	 	has received a copy of the Agassiz Energy Second Amended and Restated Member Control Agreement, dated
August __, 2006, and understands that upon closing the escrow by Agassiz
Energy, the subscriber and the membership units will be bound by the provisions of the Member
Control Agreement which contains, among other things, provisions that restrict the transfer of
membership units;
	 
	 	e.	 	understands that the Units are subject to substantial restrictions on transfer under
state securities laws along with restrictions in the Agassiz Energy 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 state securities laws;
	 
	 	f.	 	meets the suitability test marked in Item 5 above;
	 
	 	g.	 	understands that Agassiz Energy 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 Agassiz Energy in their sole discretion:
	









THE TRANSFERABILITY OF THE MEMBERSHIP 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, APPLICABLE
FEDERAL AND STATE LAW AND 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 THE 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, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.




	



	 
	 	h.	 	may not transfer or assign this subscription agreement, or any of the subscriber’s interest
herein;
	 
	 	i.	 	 has written his, her, or its correct taxpayer identification number under Item E.2 on this
subscription agreement;
	 
	 	j.	 	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);
	 
	 	k.	 	understands that execution of the attached Promissory Note and Security Agreement will allow
Agassiz Energy 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
	 
	 	l.	 	acknowledges that Agassiz Energy may retain possession of certificates representing
subscriber’s Units to perfect its security interest in those Units.
	









 









 








Signature
of Subscriber/ Joint Subscriber:




Date:                                                            




	 	 	 	 	 
	 

	 	 	 	 
	Individuals:

	 	Entities:	 	 
	 
	 	 	 	 
	 
	     Name of Individual Subscriber (Please Print)

	 	Name of Entity (Please Print)	 	 
	 
	 	 	 	 
	 
	     Signature of Individual

	 	Print Name and Title of Officer	 	 
	 
	 	 	 	 
	 
	     Name of Joint Individual Subscriber (Please Print)

	 	Signature of Officer	 	 






                                                                                                                        

Signature of Joint Individual Subscriber




ACCEPTANCE OF SUBSCRIPTION BY

AGASSIZ ENERGY, LLC:




Agassiz Energy, LLC hereby accepts the subscription for the above Units.




Dated this                                          day of                                          , 200                    




AGASSIZ ENERGY, LLC




By:                                                                                

Its:                                                                                






If you are
a Minnesota resident, Agassiz Energy cannot complete a sale of the
Units to you until at least five business days after you receive the
Prospectus.





 









 








PROMISSORY NOTE AND SECURITY AGREEMENT




Date of Subscription Agreement:                                         , 200                     .




$1.00 per Unit




Minimum
Investment of 20,000 Units ($20,000), 20,000 Unit, Subject to Waiver

Increments
Thereafter
($5,000)                 
     
         
           




                                                             Number of Units subscribed




                                                            Total Purchase Price ($1.00 per Unit multiplied by number of units
Subscribed)




(                                                            ) Initial Payment (10% of Principal Amount)




                                                             Principal Balance



FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of Agassiz Energy, LLC, a
Minnesota limited liability company (“Agassiz Energy”), at its principal office located 510 County
Road 71, Technology Park, Crookston, MN 56716, or at such other place as required by Agassiz
Energy, the Principal Balance set forth above in one lump sum to be paid without interest within 30
days following the call of the Agassiz Energy 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 Agassiz Energy.



The undersigned agrees to pay to Agassiz Energy 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 Agassiz
Energy 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 Agassiz Energy, and its successors and assigns (“Secured Party”), a
purchase money security interest in all of the undersigned’s Membership Units of Agassiz Energy 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





 









 








EXHIBIT “A”




MEMBER SIGNATURE PAGE ADDENDA

TO THE AMENDED AND RESTATED

MEMBER CONTROL AGREEMENT OF AGASSIZ ENERGY, LLC




     The undersigned does hereby represent and warrant that the undersigned, as a condition to
becoming a Member in Agassiz Energy, LLC, has received a copy of the Amended and Restated Member
Control Agreement, dated, and, if applicable, all amendments and modifications thereto, and does
hereby agree that the undersigned, along with the other parties to the Amended and Restated Member
Control Agreement, shall be subject to and comply with all terms and conditions of said Amended and
Restated Member Control Agreement in all respects as if the undersigned had executed said Amended
and Restated Member Control Agreement on the original date thereof and that the undersigned is and
shall be bound by all of the provisions of said Amended and Restated Member Control Agreement from
and after the date of execution hereof.



	 	 	 	 	 
	 

	 	 	 	 
	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 and accepted on behalf of the Company and its Members:




AGASSIZ ENERGY, LLC




By:         
                                                                        

Its: