exv4w2



 








EXHIBIT 4.2




VICTORY RENEWABLE FUELS, LLC




SUBSCRIPTION AGREEMENT




Limited Liability Company Membership Units




$1,000.00 per Unit




Minimum Investment of 20 Units ($20,000)

1 Unit Increments Thereafter ($1,000)



The undersigned subscriber, desiring to become a member of Victory Renewable Fuels, LLC
(“Victory”), an Iowa limited liability company, with its principal place of business at 1348
Cleveland Ave., Larchwood, Iowa 51241, hereby subscribes for the purchase of the membership
interests of Victory, 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.

	 	Subscriber’s 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. Indicate the number of units purchased. The minimum purchase
by a single investor is 20 units ($20,000) and in increments of 1 unit thereafter. The maximum
number of units to be sold in the offering is 26,813.





               units




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
	($1,000.00 Per Unit multiplied
 by the number in box B above.) 
	 	 	 	(10% of the Total Purchase Price)	 	 	 	(90% of the Total Purchase Price)
	                             
	 	=
	 	                             
	 	+
	 	                             






D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:



You should read the Registration Statement dated [Date of Effectiveness] in its entirety including
exhibits for a complete explanation of an investment in Victory.



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
Operating 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 “Frontier Bank, escrow agent for Victory
Renewable Fuels, 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 that is
attached to this Subscription Agreement and grant Victory 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 either of the following:



	 	 	 	 
	 	Victory Renewable Fuels, LLC

	 	Frontier Bank
	 	Attention: Allen L. Blauwet

	 	Attention: George Schneidermann, Trust Officer
	 	1348 Cleveland Ave.

	 	301 First Avenue
	 	Larchwood, IA 51241

	 	Rock Rapids, IA 51246






     5. Upon written notice from Victory stating that its sales of Units have exceeded the Minimum
Offering amount of $21,250,000, 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 Frontier Bank, escrow agent for Victory Renewable Fuels, 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
Instruction 4 within thirty (30) days of the date of Victory’s written notice. If you fail to pay
the second installment pursuant to the Promissory Note and Security Agreement, Victory 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 Victory’s escrow account at Frontier Bank in Rock Rapids, Iowa. The
funds will be released to Victory or returned to you in accordance with the escrow arrangements
described in the Prospectus. Victory may, in its sole discretion, reject or accept any part or all
of your subscription. If Victory rejects your subscription, your Subscription Agreement and
investment will be promptly returned to you, plus nominal interest, minus escrow fees. Victory 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 Operating 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 “Victory Renewable Fuels, 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:


Victory Renewable Fuels, LLC



Attention: Allen L. Blauwet



1348 Cleveland Ave.

Larchwood, Iowa 51241




     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. Victory may, in its sole
discretion, reject or accept any part or all of your subscription. If Victory rejects your
subscription, your Subscription Agreement and investment will be returned to you promptly, plus
nominal interest, minus escrow fees. Victory may not consider the acceptance or rejection of your
subscription until a future date near the end of this offering.



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You may direct your questions to one of our directors listed below or to Victory at 712-477-2571.




	 	 	 	 	 
	Director	 	Home Number	 
	Allen L. Blauwet
	 	 	(712) 477-2571	 
	Roger L. Knoblock
	 	 	(712) 473-2466	 
	Lance T. Boer
	 	 	(712) 478-4440	 
	Kenneth L. Campbell
	 	 	(712) 753-2299	 
	Greg E. Popkes
	 	 	(712) 472-3969	 
	Robert Moser, Jr.
	 	 	(712) 477-2704	 
	Terry L. Knoblock
	 	 	(712) 478-4496	 
	Clarence T. Boer
	 	 	(712) 470-2744	 
	Larry Den Herder
	 	 	(712) 722-1662	 
	Mike Snyders
	 	 	(605) 334-1459	 
	Gary Vander Plaats
	 	 	(712) 722-6267	 





E. 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.





	 	 	 	 	 	 	 	 	 
	 

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

	 	 ̈	 	Trust	 	 	 	 
	 

	 	 	 	     Trustee’s Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	     Trust Date:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	 ̈	 	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.






	 	 	 ̈	
            Check box if you are a non-resident alien
	 	 	 ̈	            Check box if you are a U.S. citizen residing outside of the United States
	 	 	 ̈	            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:	 	 	 	 
	 

	 	 	 	 

	 	 






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	 	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. You cannot invest in Victory 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.
	 	 ̈	 	I (We) have annual income from whatever
source of at least $65,000 and a net worth of at least $65,000,
exclusive of home, furnishings and automobiles; or
	 
	 

	 	c.
	 	 ̈	 	I (We) have a net worth of at least $150,000,
exclusive of 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 Victory that he, she or it:






	 	a.	 	has received a copy of Victory’s Registration Statement dated
[effective date] and the exhibits thereto;
	 
	 	b.	 	has been informed that the Units of Victory are offered and
sold in reliance upon a federal securities registration; Iowa, Minnesota and
South Dakota securities registrations; 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.	 	has been informed that the securities purchased pursuant to
this Subscription Agreement have not been registered under the securities laws
of any state other than the States of Iowa, Minnesota and South Dakota, and
that Victory is relying in part upon the representations of the undersigned
Subscriber contained herein;
	 
	 	d.	 	has been informed that the securities subscribed for have not
been approved or disapproved by the Iowa Minnesota and South Dakota Securities
Departments or any other regulatory authority, nor has any regulatory authority
passed upon the accuracy or adequacy of the Prospectus;
	 
	 	e.	 	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.	 	understands that there is no present market for Victory’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.	 	has been encouraged to rely upon the advice of his legal
counsel and accountants or other financial advisers with respect to the tax and
other considerations relating to the purchase of units;
	 
	 	h.	 	has received a copy of Victory’s Amended and Restated Operating
Agreement, dated May 1, 2006, and understands that upon closing the escrow by
Victory, the subscriber and the membership units will be bound by the
provisions of the Amended And Restated Operating Agreement which contains,
among other things, provisions that restrict the transfer of membership units;




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	 	i.	 	understands that the Units are subject to substantial
restrictions on transfer under state securities laws along with restrictions in
Victory’s Amended and Restated Operating 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 Amended
and Restated Operating Agreement, and the requirements of the Securities Act of
1933, as amended, and applicable state securities laws;
	 
	 	j.	 	meets the suitability test marked in Item 5 above and is
capable of bearing the economic risk of this investment, including the possible
total loss of the investment;
	 
	 	k.	 	understands that Victory will place a restrictive legend on any
certificate representing any unit containing substantially the following
language as the same may be amended by the Directors of Victory in their sole
discretion:






THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS
DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR
TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE
THEREOF 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
OPERATING AGREEMENT OF THE COMPANY AND AGREED TO BY EACH MEMBER.




THE UNITS REPRESENTED BY THIS DOCUMENT 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, AS AMENDED, AND UNDER APPLICABLE STATE
SECURITIES LAWS.




	 	l.	 	understands that, to enforce the above legend, Victory may
place a stop transfer order with its registrar and stock transfer agent (if
any) covering all certificates representing any of the membership units;
	 
	 	m.	 	has knowledge and experience in business and financial matters
as to be able to evaluate the merits and risks of an investment in the Units,
believes that the investment in Units is suitable for the subscriber and can
bear the economic risk of the purchase of Units including the total loss of the
undersigned’s investment;
	 
	 	n.	 	may not transfer or assign this subscription agreement, or any
of the subscriber’s interest herein;
	 
	 	o.	 	has written his, her, or its correct taxpayer identification
number under Item E.2 on this subscription agreement;
	 
	 	p.	 	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.	 	understands that execution of the attached Promissory Note and
Security Agreement will allow Victory 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




5









 






	 	r.	 	acknowledges that Victory 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 VICTORY RENEWABLE FUELS, LLC:




Victory Renewable Fuels, LLC hereby accepts the subscription for the above Units.




Dated this                      day of                                        , 200                    .




VICTORY RENEWABLE FUELS, LLC




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 






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PROMISSORY NOTE AND SECURITY AGREEMENT




Date of Subscription Agreement:                                         , 200                    .




$1,000.00 per Unit

Minimum Investment of 20 Units ($20,000), 1 Unit Increments Thereafter ($1,000)




	 	 	 
	 

	 	Number of Units subscribed
	 


	 	 
	 
	 	 
	 

	 	Total Purchase Price ($1,000.00 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 Victory Renewable Fuels,
LLC, an Iowa limited liability company (“Victory”), at its principal office located 1348 Cleveland
Ave., Larchwood, Iowa 51241, or at such other place as required by Victory, the Principal Balance
set forth above in one lump sum to be paid without interest within 30 days following the call of
the Victory Board of Directors, 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 Victory.



The undersigned agrees to pay to Victory 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 Iowa.



The provisions of this Promissory Note and Security Agreement shall inure to the benefit of Victory
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 Victory, and its successors and assigns (“Secured Party”), a purchase
money security interest in all of the undersigned’s Membership Units of Victory 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 Joint Obligor	 	 	 	Printed or Typed Name of Obligor
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 
	 	 	 	 

	 

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






7









 






EXHIBIT “A”




MEMBER SIGNATURE PAGE




ADDENDA TO THE

AMENDED AND RESTATED OPERATING AGREEMENT OF VICTORY
RENEWABLE FUELS, LLC




     The undersigned does hereby represent and warrant that the undersigned, as a condition to
becoming a Member in Victory Renewable Fuels, LLC, has received a copy of the Amended and Restated
Operating Agreement dated effective May 1, 2006, 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 Operating Agreement, shall be subject to and comply with all terms and
conditions of said Amended and Restated Operating Agreement in all respects as if the undersigned
had executed said Amended and Restated Operating 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
Operating 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 to and Accepted on Behalf of the

Company and its Members:




VICTORY RENEWABLE FUELS, LLC




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 







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