UNIT PURCHASE AGREEMENT



Exhibit 10.2 


UNIT PURCHASE AGREEMENT


          THIS UNIT PURCHASE AGREEMENT (this
“Agreement”)
is made the 29th day of July, 2009 by and between Soy Energy, LLC,
an Iowa limited liability company (“Soy Energy”) and New Equity, LLC, an
Iowa limited liability company (“New Equity”). Soy Energy and New Equity
may hereinafter be collectively referred to as the “Parties.”


          WHEREAS, Freedom Fuels, LLC, an Iowa
limited liability company (“Freedom Fuels”), is a debtor-in-possession
under title 11 of the United States Code (the “Bankruptcy Code”), in a case
before the Bankruptcy Court for the Northern District of Iowa (the “Bankruptcy
Court”); and


          WHEREAS, pursuant to that certain Asset
Purchase Agreement of even date herewith by and between Soy Energy and Freedom
Fuels (the “Asset Purchase Agreement”), Soy Energy has agreed to
purchase certain assets of Freedom Fuels; and


          WHEREAS, it is anticipated that New Equity
will be designated as the Freedom Fuels “DIP Lender” in the plan of
reorganization of Freedom Fuels to be filed with the Bankruptcy Court (the “Plan
of Reorganization”); and


          WHEREAS, pursuant to that certain Loan
Agreement, dated June 5, 2009, by and between New Equity and Freedom Fuels and
that certain Promissory Note, dated June 5, 2009, issued by Freedom Fuels to
New Equity (the Loan Agreement and Promissory Note collectively referred to as
the “Loan Agreement”), New Equity has agreed to make certain advances to
Freedom Fuels (the “DIP Loans”), and which advances shall not be greater
than $1,000,000 (the “Maximum Loan Amount”); and


          WHEREAS, New Equity has agreed to pay to
BANKFIRST, a South Dakota State Bank (“Bankfirst”), cash in an amount equal to
the Maximum Loan Amount (i.e. $1,000,000) less all advances actually made to
Freedom Fuels by New Equity under the Loan Documents (as the term “Loan
Documents” is defined in the Loan Agreement); and


          WHEREAS, New Equity desires to acquire a
20% equity interest in Soy Energy in exchange for New Equity’s interest in the DIP
Loans and the other consideration described herein; and


          WHEREAS, Soy Energy agrees to issue to New
Equity membership units of Soy Energy representing twenty percent (20%) of the
outstanding membership units of Soy Energy (post issuance).


          NOW, THEREFORE, in consideration of the
mutual covenants and promises contained herein, it is hereby agreed as follows:


ARTICLE I

SALE; CONSIDERATION; CLOSING


          Section
1.1     Sale and Purchase. Subject to the terms
and conditions of this Agreement, at the Closing, Soy Energy shall sell and
issue to New Equity, and New Equity shall purchase 








eight thousand
two hundred fifty-four (8,254) membership units of Soy Energy (the “Units”)
representing twenty percent (20%) of the outstanding membership units of Soy
Energy (post issuance). As consideration for the Units, New Equity shall pay or
deliver to Soy Energy the following (collectively the “Purchase Price”):


          (a)     an
Assignment Agreement dated the Closing Date (defined blow), assigning to Soy
Energy all of New Equity’s right, title and interest in and to the DIP Loans
(including all of New Equity’s interest in and to the Loan Agreement and the
other Loan Documents);


          (b)     a
promissory note, dated the Closing Date, in the original principal amount of
$2,000,000, in the form attached as Exhibit A to this Agreement (the “Dividend
Cash Flow Note”).


          Section
1.2     Offering
Document. At least ten (10) days
prior to Closing, Soy Energy shall provide New Equity with a Confidential
Private Placement Memorandum (“PPM”) describing Soy Energy and the
Units. New Equity’s obligation to purchase the Units hereunder shall be subject
to its review of the PPM. In the event that New Equity determines it does not
desire to purchase the Units after its review of the PPM, New Equity shall have
ten (10) days from the delivery of the PPM to exercise its right to terminate
this Agreement under Section 5.1(f) by providing Soy Energy written notice of
termination within the ten (10) day period. Failure to provide notice within
such period shall be deemed acceptance and approval of the obligations to
purchase the Units, and the right to terminate this Agreement under Section
5.1(f) shall terminate and shall be of no further effect.


          Section
1.3     Closing. The consummation of the
purchase and sale of the Units (the “Closing”) shall take place at the
offices of BrownWinick, 666 Grand Avenue, Suite 2000 Des Moines, Iowa 50309 (or
at such other place as the Parties may designate in writing) on a date to be
specified by the Parties (the “Closing Date”), which date shall be no
later than the fifth (5th) Business Day after satisfaction or waiver of the
conditions set forth in Article IV of this Agreement, unless another time, date
or place is agreed to in writing by the Parties. At the Closing, the Parties agree that
the following shall occur:


          (a)     each
of the conditions precedent (as applicable) in Section 4.1 shall have been
satisfied, or such condition(s) shall have been expressly waived in writing by
Soy Energy;


          (b)     each
of the conditions precedent (as applicable) in Section 4.2 shall have been
satisfied, or such condition(s) shall have been expressly waived in writing by
New Equity;


          (c)     an
appropriate notation shall be made on the books and records of Soy Energy as to
the Units issued at the Closing to New Equity pursuant to the terms hereof, and
Soy Energy shall issue and deliver the Units to New Equity.


          Section
1.4     Closing Obligations. In addition to any
other documents to be delivered under other provisions of this Agreement, at
the Closing:


          (a)     Soy
Energy shall deliver to New Equity:


2








	
 

	
 

	
 


	
 

	
(i)

	
Certificates
 representing the Units, duly endorsed by the appropriate officers of Soy
 Energy;


	
 

	
 

	
 


	
 

	
(ii)

	
A
 certificate of Soy Energy, executed by the appropriate officers of Soy
 Energy, certifying as to the accuracy of Soy Energy’s representations and
 warranties in this Agreement as of the date of this Agreement and as of the
 Closing (as applicable) in accordance with Section 4.1, and as to Soy
 Energy’s compliance with and performance of its covenants and obligations to
 be performed or complied with at or before the Closing in accordance with
 Section 4.1;


	
 

	
 

	
 


	
 

	
(iii)

	
A certificate
 of the appropriate officers of Soy Energy, certifying (1) minutes or actions,
 as applicable, of the members of Soy Energy authorizing the transactions
 contemplated by this Agreement and by the Asset Purchase Agreement and (2)
 minutes or actions, as applicable, of the members of the Board of Directors
 of Soy Energy authorizing the transactions contemplated by this Agreement and
 by the Asset Purchase Agreement; and


	
 

	
 

	
 


	
 

	
(iv)

	
Evidence
 satisfactory to New Equity, in its reasonable discretion, that Soy Energy has
 closed, or contemporaneously with the Closing, will close, on the purchase of
 the assets of Freedom Fuels pursuant to the Asset Purchase Agreement.


	
 

	
 

	
 


	
(b)

	
New Equity
 shall deliver to Soy Energy:


	
 

	
 

	
 


	
 

	
(i)

	
the
 Assignment Agreement, in the form attached hereto as Exhibit B,
 executed by New Equity, assigning and transferring to Soy Energy all of New
 Equity’s interest in the DIP Loans;


	
 

	
 

	
 


	
 

	
(ii)

	
the Dividend
 Cash Flow Note, executed by New Equity;


	
 

	
 

	
 


	
 

	
(iii)

	
a
 certificate of New Equity, executed by the appropriate officers of New Equity
 certifying as to the accuracy of New Equity’s representations and warranties
 in this Agreement as of the date of this Agreement and as of the Closing in
 accordance with Section 4.1 and as to New Equity’s compliance with and
 performance of its covenants and obligations to be performed or complied with
 at or before the Closing in accordance with Section 4.1; and 


	
 

	
 

	
 


	
 

	
(iv)

	
A
 certificate of the appropriate officers of New Equity, certifying minutes or
 actions, as applicable, of the members of the Board of Directors of New
 Equity authorizing the transactions contemplated by this Agreement.





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ARTICLE II

REPRESENTATIONS AND WARRANTIES


          Section
2.1     Representations by Soy Energy. New
Equity’s purchase of the Units hereunder is predicated on the terms, facts,
representations and warranties of Soy Energy set forth herein. Soy Energy
hereby warrants and represents that:


          (a)     Soy
Energy is a limited liability company duly organized and validly existing under
the laws of the State of Iowa with full power to conduct its business as it is
now being conducted and to own or use the properties and assets that it
purports to own or use.


          (b)     This
Agreement constitutes the legal, valid and binding obligation of Soy Energy,
enforceable against Soy Energy in accordance with its terms. Subject only to
its receipt of the member approvals contemplated by Section 3.2, Soy Energy has
full power and authority to enter into and perform its obligations under this
Agreement. Neither the execution and delivery of this Agreement nor the
consummation or performance of the transactions contemplated by this Agreement
will, directly or indirectly, (a) contravene or conflict with any provision of
the organization documents, operating agreement, any resolutions of Soy Energy
(or its members, agents or shareholders) or any other agreement to which Soy
Energy’s is a party or by which its properties are bound, or (b) result in a
violation of any governmental authorization, permit or license of Soy Energy.
Except for approval of the Unit Holders contemplated by Section 3.2, Soy Energy
is not required to give any notice or to obtain any consent in connection with
the execution, delivery or performance of this Agreement.


          (c)     Soy
Energy has timely filed all reports, schedules, forms, statements, exhibits and
other documents required to be filed with the Securities and Exchange
Commission (the “SEC”) by Soy Energy (the “Soy Energy SEC Documents”) under or
pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) or
the Securities Act of 1933, as amended (the “Securities Act”). As of their
respective dates, or as subsequently amended prior to the date of this Unit
Purchase Agreement, the Soy Energy SEC Documents complied in all material
respects with the requirements of the Securities Act or the Exchange Act, as
the case may be, applicable to such Soy Energy SEC Documents, and none of the
Soy Energy SEC Documents contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that this sentence shall not
apply to forward-looking statements which are not required to be updated
pursuant to securities laws. The financial statements of Soy Energy included in
the Soy Energy SEC Documents comply in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, and fairly present the financial position of Soy Energy as of
the dates thereof and the results of its operations and cash flows for the
periods then ended. Except as set forth in the Soy Energy SEC Documents, as of
April 30, 2009, Soy Energy had no material liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise), and as of the date
of this Agreement there has not been any material change in the material liabilities
or obligations of Soy Energy which are not reflected on the Soy Energy SEC
Documents as of April 30, 2009.


4








          Section
2.2     Representations by New Equity. The sale
and issuance of the Units hereunder are predicated on the terms, facts, representations
and warranties of New Equity set forth herein. New Equity hereby warrants and
represents that:


          (a)     New
Equity is a limited liability company duly organized and existing under the
laws of the State of Iowa with full power to conduct its business as it is now
being conducted and to own or use the properties and assets that it purports to
own or use.


          (b)     This
Agreement constitutes the legal, valid and binding obligation of New Equity,
enforceable against New Equity in accordance with its terms. New Equity has
full power and authority to enter into and perform its obligations under this
Agreement. Neither the execution and delivery of this Agreement nor the
consummation or performance of the transactions contemplated by this Agreement
will, directly or indirectly, (a) contravene or conflict with any provision of
the organization documents or any resolutions of New Equity (or its members,
agents or shareholders), or (b) result in a violation of any governmental
authorization, permit or license of New Equity. New Equity is not required to
give any notice or to obtain any consent in connection with the execution,
delivery or performance of this Agreement.


          (c)     As
of the Closing, New Equity shall have: (i) received and carefully read a copy
of the PPM; the articles of organization of Soy Energy (the “Articles”)
and the operating agreement of Soy Energy (the “Operating Agreement”);
(ii) received and carefully reviewed all requested information that New Equity
considers necessary or advisable in order to make a decision regarding an
investment in Soy Energy; and (iii) attained an understanding of each of the
foregoing and the risks associated with an investment in the Units.


          (d)     New
Equity understands that information provided about Soy Energy’s future plans
and prospects is uncertain and subject to a number of uncertainties. New Equity
is not relying on any financial projections in making an investment decision to
purchase the Units.


          (e)     New
Equity understands, acknowledges and agrees that the Units will be governed by
the terms and conditions of the Operating Agreement and accepts, adopts and
agrees to be bound by each and every term and provision of the Operating
Agreement and to perform all obligations therein imposed upon a member in all
respects as if New Equity had executed said Operating Agreement on the original
date thereof. Simultaneously with the execution and delivery of this Agreement,
New Equity shall execute and deliver a counterpart signature page to the
Operating Agreement.


          (f)     New
Equity understands that the securities purchased pursuant to this Agreement
have not been registered with the Securities and Exchange Commission (SEC) or
any state securities commission, that Soy Energy is relying upon the exemption
from registration provided in Regulation D Rule 506 and various state
exemptions, and that Soy Energy’s reliance on such exemptions is based in part
upon the representations of New Equity contained herein.


          (g)     New
Equity understands the Units have not been approved or disapproved by the SEC
or state securities regulator or any other regulatory authority, nor has any regulatory
authority passed upon the accuracy or adequacy of any information regarding Soy
Energy that has been provided to New Equity.


5








          (h)     New
Equity intends to acquire the Units for its own account without a view to
public resale or distribution within the meaning of Section 2(11) of the
Securities Act and 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, including through distribution to its members. 


          (i)     New
Equity has been encouraged to rely upon the advice of its legal counsel and
accountants or other financial advisers with respect to the tax and other
considerations in determining to purchase Units, has relied solely upon such
representatives or New Equity’s own independent
investigations, and not upon Soy Energy or its agents, with respect to tax, business, risk, economic and other
considerations involved in this investment.


          (j)     New
Equity understands the high risk of this investment and the financial hazard
involved and can bear the economic risk of an investment in Soy Energy,
including the lack of liquidity of the investment and the total loss of its
investment, and has such knowledge and experience in business and financial
matters, including the analysis of or participation in offerings of privately
issued membership interests, as to be capable of evaluating the merits and
risks of an investment in the Units.


          (k)     New
Equity is competent to evaluate and establish that the investment is consistent
with its risk tolerance and investment goals such that it can bear the economic
risk of the purchase of Units including the total loss of its investment.


          (l)     New
Equity acknowledges that during the course of discussions concerning the
purchase of Units, it has been given the
opportunity to ask questions of, and receive answers from, Soy Energy
concerning the terms and conditions of this offering and other matters
pertaining to this investment so as to understand more fully the nature of the
investment and the purchase of the Units.


          (m)     New
Equity understands and agrees that (i) the Units issued pursuant to this
Agreement are subject to restrictions on transfer under certain tax and
securities laws along with restrictions in the Operating Agreement, and (ii) if the Units or any part thereof
are sold or distributed in the future, New Equity shall sell or distribute them
pursuant to the terms of the Operating Agreement, the requirements of the Securities Act, applicable tax and
securities laws and this Agreement.


          (n)     New
Equity understands that there is no present market for the Units, that the
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 Units.


          (o)     New
Equity understands that (i) Soy Energy has no obligation or intention to
register any securities for resale or transfer under the Securities Act or the
Exchange Act or any state securities laws or to take any action (including the
filing of reports or the publication of information as required by Rule 144
under the Securities Act) which would make available any exemption from the
registration requirements of any such laws, and (ii) New Equity therefore may
be precluded from selling or otherwise transferring or disposing of the Units
or any portion thereof for an indefinite period of time or at any particular
time.


6








          (p)     New
Equity acknowledges that Soy Energy may refuse to transfer any Units to any
person unless New Equity furnishes Soy Energy with a no action letter from the
SEC or an opinion of counsel acceptable to Soy Energy stating that such
transfer is not in violation of the Securities Act or state securities laws and
will not violate any of the exemptions from federal and state securities
registration relied upon by Soy Energy, and the transfer is made in accordance
with the terms of the Operating Agreement.


          (q)     New
Equity understands and agrees that Soy Energy may place a restrictive legend on
any membership certificate evidencing ownership of the Units to give notice of
the transfer restrictions described herein, and that, to enforce such legend,
Soy Energy may place a stop transfer order with its registrar and transfer
agent (if any) covering all certificates representing any of the Units.


          (r)     New
Equity’s financial condition is such that New Equity does not have any present
or contemplated need to dispose of any portion of the Units to satisfy any
existing or contemplated undertaking, need or indebtedness.


          (s)     New
Equity’s purchase of the Units is not the result of any general solicitation or
general advertising,
including, but not limited to: (i) any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio; or (ii) any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.


          (t)     New
Equity certifies, under penalty of perjury, that it is not subject to the
backup withholding provisions of the Internal Revenue Code of 1986, as amended.


          (u)     The
Investor Suitability Questionnaires which
will be submitted to Soy Energy under Section 3.6 hereof are, to the
Knowledge of New Equity, true and complete, and Soy Energy may rely on the
truth and accuracy of the information for purposes of assuring compliance with
the exemptions from the registration requirements of the Securities Act and
applicable state securities laws.


          (v)     To
the Knowledge of New Equity, the representations and warranties made by Freedom
Fuels in the Asset Purchase Agreement and all schedules, exhibits and materials
provided therewith, are and will be true and correct as of the date of this
Agreement and the date of Closing. Notwithstanding the foregoing, and solely
for purposes of Section 2.2(v) of this Agreement, any breach of this
representation or multiple breaches of this representation which in the
aggregate represent less than $50,000 shall not be considered a breach of this
representation. For purposes of this Agreement, “Knowledge” or any
similar phrase means (i) with respect to New Equity, the collective actual
knowledge of David Quinlan, Ed Dannen and Dale McBride and (ii) with respect to
Soy Energy, the collective actual knowledge of Chuck Sand and Rick Davis.


          (w)     New
Equity has not undertaken, agreed to undertake, or will undertake any offering
or other sale or distribution of securities that could adversely affect Soy
Energy with respect to its qualification for exemption from registration of the
issuance of the Units hereunder under applicable securities laws.


7








          (x)     All offers or sales of
securities
(as defined by Section 2(3) of the Securities Act) by New Equity prior to the
Closing were or will be in compliance with applicable state and federal
securities laws and all applicable requirements of the exemption from
registration afforded by Section 4(2) of the Securities Act or Regulation D
under the Securities Act, including but not limited to the following: 


	
 

	
 


	
 

	
          (i)     New Equity did not, and
will not,
 offer or sell securities by means of any form of general solicitation or
 general advertising;


	
 

	
 


	
 

	
          (ii)     New Equity did not, and
will not,
 sell securities to any person who New Equity knows is not an “accredited
 investor” (as defined in Rule 501 under the Securities Act); and


	
 

	
 


	
 

	
          (iii)     New Equity did, and
will, exercise
 reasonable care to assure that the purchasers of securities are not
 underwriters within the meaning of Section 2(11) of the Securities Act and,
 without limiting the foregoing, that such purchasers will comply with Rule
 502(d) under the Securities Act.





          (y)     No
person has acted, directly or indirectly, as a broker, finder or financial
advisor for New Equity
in connection with the transactions contemplated by this Agreement and no
person is or will be entitled to any fee or commission or like payment in
respect thereof.


ARTICLE III

COVENANTS AND OTHER AGREEMENTS


          Section
3.1     Bankruptcy Plan. Freedom Fuels will
provide to Soy Energy a copy of the Plan of Reorganization to be submitted to
the Bankruptcy Court at least five (5) days prior to submission to the
Bankruptcy Court, and Soy Energy shall have the right to make such comments and
recommendations to the Plan of Reorganization as it determines appropriate in
its sole discretion in furtherance of the purposes and intent of the Asset
Purchase Agreement and, as applicable, the transactions contemplated by this
Agreement. If (a) Freedom Fuels does not comply with the delivery requirements
or if Soy Energy, in its commercially reasonable discretion, has reasonably
determined that the Plan of Reorganization submitted to or approved by the
Bankruptcy Court imposes terms, rights or obligations on Purchaser that are
materially changed from the provisions in the Asset Purchase Agreement, and as
applicable, this Agreement, and (b) Soy Energy terminates the Asset Purchase
Agreement, then Soy Energy shall have the right to terminate this Agreement by providing New Equity written notice of
termination within ten (10) days from such termination of the Asset Purchase
Agreement. Failure to provide notice within such period shall be deemed
acceptance and approval of the plan of reorganization and the right to
terminate this Agreement under this section shall terminate and shall be of no
further effect.


          Section
3.2     Preparation of the Proxy Statement;
Unitholder Meeting.


          (a)     Concurrent
with the Purchaser Unitholder Meeting (as such term is defined by the Asset Purchase Agreement), and subject
to compliance with the requirements of the Soy Energy Operating Agreement and applicable
law, the board of directors of Soy Energy shall, subject to its fiduciary
duties, use its commercially reasonable efforts to obtain the approval of its 


8








unitholders
necessary to undertake the transactions provided for herein, including without
limitation, the amendment of the Soy Energy Operating Agreement consistent with
Section 3.3 hereof to alter the composition of the Soy Energy Board of
Directors.


          (b)     If
at any time prior to the Purchaser Unitholder Meeting, any information relating
to Freedom Fuels, New Equity or Soy Energy should be discovered by New Equity
which should be set forth in an amendment or supplement to the Proxy Statement (as
such term is defined by the Asset Purchase Agreement), so that it would not
include any misstatement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, New Equity shall promptly notify Soy
Energy.


          Section
3.3     Soy Energy Board of Directors. Subject
to the approval of the Soy Energy members, the Operating Agreement of Soy
Energy will be amended to provide as follows with respect to the size and
composition of the Board of Directors of Soy Energy:


          (a)     New
Equity shall be provided with the right to appoint four (4) directors until the
tenth anniversary of Closing. During those ten years, the Board of Directors of
Soy Energy shall consist of eleven (11) directors. The seven (7) directors elected
by the current Soy Energy members are: Chuck Sand, Ron Wetherell, Darrell
Downs, Doug Lansink, Daryl Haack, Dave Langel and Dallas Thompson (the “Soy
Energy Directors”). The four (4) initial directors to be appointed by New
Equity are: Ed Dannen, Dave Quinlan, Tim Tracy, and Dale McBride (the “New
Equity Initial Appointees”). All of the foregoing shall serve pursuant to
the terms of this Section 3.3 and the Soy Energy Operating Agreement, in each
case until their respective successors are duly elected and qualified.


          (b)     The
New Equity Initial Appointees shall serve at the pleasure of New Equity. The appointment rights of New Equity
shall terminate on the tenth (10th) anniversary of Closing and the
terms of any New Equity appointees shall expire at the first annual meeting of
Soy Energy following the tenth (10th) anniversary of Closing.


          (c)     No
later than twelve (12) months after commencement of operations of the Corn Oil
Pretreatment Facility described in the Asset Purchase Agreement, the Soy Energy
Directors shall be placed in three different director groups as follows: Group 1;
Group 2; and Group 3. The Group 1 director positions shall be up for election
at the first Soy Energy member meeting following the one year anniversary of
the commencement of operation of the Corn Oil Pretreatment Facility, with the
Group 2 director positions up for election the following year, and so on. The
members of Soy Energy prior to the Closing shall solely elect directors
following the expiration of the terms of the Soy Energy Directors and until the
tenth (10th) anniversary of Closing. Units issued hereunder to New
Equity shall not be permitted to vote in such Soy Energy Director elections and
shall not be included for purposes of determining a quorum.


          (d)     Following
the tenth (10th) anniversary of Closing, directors shall be elected
by all members of Soy Energy, without regard to any appointment rights or
designated election groups for Soy Energy and New Equity. As such, at the first
annual meeting of Soy Energy following the tenth (10th) anniversary
of Closing, the four (4) positions occupied by the New Equity appointees shall
be filled by election of all Soy Energy members to serve staggered terms as 


9








provided in
the Soy Energy Operating Agreement, and the remaining Soy Energy Directors
shall continue serving staggered terms as provided in the Soy Energy Operating
Agreement.


          (e)     Due
to concerns regarding conflicts of interest and the potential disclosure of
confidential information between competing biodiesel plants, New Equity Initial
Appointees and the Soy Energy Directors who do not execute the non-competition
agreement in the form attached as Exhibit C to this Agreement shall not
be eligible to participate in the board of directors referenced or any other
governing or advisory board of Soy Energy; provided, however, that the board of
directors of Soy Energy may waive this requirement in whole or in part for
newly elected or appointed directors. 


          Section
3.4     Restrictions on Transfer; Legend. The
transfer of the Units issued hereunder is subject to restrictions on transfer
pursuant to this Agreement, the Soy Energy Operating Agreement and tax and
securities laws. In addition to any other applicable restrictions under law or
the Soy Energy Operating Agreement, New Equity hereby agrees that, after
Closing, it shall not issue any securities or allow any transfers of the Units
or its membership units or equity interests for at least one (1) year following
the Closing Date by sale, distribution to its members or otherwise; provided,
however, that the foregoing restriction against transfer shall not apply to
testamentary transfers, bona fide gifts to persons who agree to be subject to
this restriction, or sales pursuant to judicial or administrative action
(unless the transfer pertains to the dissolution of New Equity and/or the
distribution of the Units to its members, in which case any such transfer shall
be prohibited). New Equity understands and agrees that each of the certificates
evidencing the Units issued hereunder may bear a legend setting forth such
restrictions. In addition to the foregoing restrictions, prior to the Closing,
New Equity shall not issue any securities or allow any transfers of its
membership units or equity interests to new members from the date of submission
to Soy Energy of the Investor Suitability Questionnaires to the Closing.


          Section
3.5     Offerings or Distributions. New Equity
has not undertaken, has not agreed to undertake, and will not undertake any
offering or other sale or distribution of securities that could adversely
affect Soy Energy with respect to its qualification for exemption from
registration for the issuance of securities hereunder under applicable
securities laws.


          Section
3.6     Investor Suitability Questionnaires.
New Equity shall provide to and collect from its members and deliver to Soy
Energy at least ten (10) days prior to Closing an Investor Suitability
Questionnaire in the form attached hereto as Exhibit D duly and fully
completed to the reasonable satisfaction of Soy Energy and executed by each
beneficial owner of New Equity. Soy Energy shall be entitled to rely upon such
Investor Suitability Questionnaires for purposes of issuing the Units.


          Section
3.7     Operating Agreement. The Units issued hereunder will be governed by the
terms of the Soy Energy Operating Agreement. New Equity agrees to be bound, in
all respects, by the terms of the Soy Energy Operating Agreement and will sign
an addendum to the Soy Energy Operating Agreement agreeing to be so bound.


          Section
3.8     Further Assurances. Soy Energy and New
Equity shall each use commercially reasonable efforts to take, or cause to be
taken, all actions necessary or appropriate 


10








to fulfill its
obligations under this Agreement, including, without limitation, execution and
delivery of documents and instruments of transfer, deeds, consents, waivers and
approvals, assignment agreements to which Soy Energy and/or New Equity is a party.


          Section
3.9     Exclusivity. Each party hereto
acknowledges and agrees that it anticipates receiving economic benefits from
the other party’s commitment to enter into and consummate the transactions
contemplated by this Agreement. In consideration of such benefits, the Parties
agree as follows:


          (a)     Soy
Energy (for itself, its affiliated companies and all of their respective
successors and assigns) covenants and agrees that, during the Exclusivity
Period (as defined below), Soy Energy will not, together or with others,
directly or indirectly:


	
 

	
 


	
 

	
          (i)     acquire
 any property or assets of Freedom Fuels, except pursuant to the terms of the
 Asset Purchase Agreement;


	
 

	
 


	
 

	
          (ii)     close
 on the transactions contemplated by the Asset Purchase Agreement without, on
 or prior to the date of such closing, closing on issuance and sale of the
 Units pursuant to this Agreement;


	
 

	
 


	
 

	
          (iii)     enter
 into any agreement or understanding (other than the Asset Purchase Agreement)
 for the purchase, sale, transfer or assignment of any property or assets of
 Freedom Fuels;


	
 

	
 


	
 

	
          (iv)     propose,
 recommend or seek approval of a Plan of Reorganization which does not include
 completion of the transactions contemplated by the Asset Purchase Agreement;
 or


	
 

	
 


	
 

	
          (v)     propose,
 recommend or seek conversion of the Freedom Fuels proceedings to Chapter 7
 under the Bankruptcy Code.





          (b)     New
Equity (for itself, its affiliated companies and all of their respective
successors and assigns) covenants and agrees that, during the Exclusivity
Period, New Equity will not, together or with others, directly or indirectly
enter into any agreement or understanding with any party other than Soy Energy
with respect to the property or assets of Freedom Fuels, any interest therein,
or any party having any interest or proposing to acquire any interest therein.


          (c)     For
purposes of this Agreement, “Exclusivity Period” shall mean the period
commencing the date hereof and terminating on the earliest of (i) March 15,
2010; (ii) the termination of this Agreement by mutual agreement of the
Parties; (iii) the Closing; (iv) any rejection by Bankfirst of the proposed
Plan of Reorganization providing for the transactions set forth in this
Agreement and the Asset Purchase Agreement; (v) the issuance by the Bankruptcy
Court of an order rejecting the Plan of Reorganization providing for the
transactions set forth in this Agreement and the Asset Purchase Agreement,
unless in lieu of such Plan, the Bankruptcy Court orders or allows a § 363 sale
on substantially the same terms as set forth in this Agreement and the Asset
Purchase Agreement; (vi) the adoption by the Bankruptcy Court of an alternative
Plan of Reorganization or amended Plan of Reorganization which fails to provide
for the transactions on substantially the same terms as set forth in this
Agreement and the Asset 


11








Purchase
Agreement; or (vii) the Bankruptcy Court’s conversion of the Freedom Fuels
proceedings to Chapter 7 under the Bankruptcy Code.


          (d)     If
either party, its affiliated companies or any of their respective successors
and assigns breaches or threatens to commit a breach of, any of the provisions
of this Section 3.9, then the other party shall have the right and remedy to have the restrictive
covenants contained in this Section 3.9 specifically enforced, without posting
of any bond, by any court having jurisdiction, it being acknowledged and agreed
that any such breach or threatened breach will cause irreparable injury to such
other party and that money damages will not provide adequate remedy to such
other party for any such breach or threatened breach. The rights and remedies
set forth in this Section 3.9(d) shall be independent of any other rights and
remedies of such party under this Agreement, at law or in equity. The
obligations, rights and remedies of the Parties set forth in this Section 3.9
shall survive any termination of this Agreement.


ARTICLE IV

CONDITIONS TO CLOSING


          Section
4.1     Conditions Precedent to Obligations of Soy
Energy. The obligations of Soy Energy to consummate the transactions
contemplated by this Agreement are subject to the fulfillment, on or prior to
the Closing Date, of each of the following conditions (any or all of which may
be waived by Soy Energy in whole or in part to the extent permitted by
applicable law):


          (a)     The
representations and warranties of New Equity set forth in this Agreement
qualified as to materiality shall be true and correct, and those not so
qualified shall be true and correct in all material respects, as of the date of
this Agreement and as of the Closing as though made at and as of the Closing,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties qualified as to
materiality shall be true and correct, and those not so qualified shall be true
and correct in all material respects, on and as of such earlier date);


          (b)     New Equity shall have
performed and
complied in all material respects with all obligations and agreements
required in this Agreement to be performed or complied with by it on or prior
to the Closing Date;


          (c)     Soy
Energy shall have received a certificate signed by the appropriate officers of
New Equity, in form and substance reasonably satisfactory to Soy Energy, dated the Closing Date, to the effect
that each of the conditions specified above in Sections 4.1(a) and 4.1(b) have
been satisfied in all respects;


          (d)     The
closing of the transactions set forth in the Asset Purchase Agreement shall
have occurred or shall be simultaneously occurring;


          (e)     New
Equity shall have delivered, or caused to be delivered, to Soy Energy such
documents and instruments of transfer reasonably requested by Soy Energy
related to the Purchase Price;


12








          (f)     Soy
Energy shall have received the Investor Suitability Questionnaires required by
Section 3.6 hereof, and such Investor Suitability Questionnaires shall
demonstrate, to the reasonable satisfaction of Soy Energy, that each beneficial
owner of New Equity has satisfied the suitability requirements for the
issuance of Units by Soy Energy pursuant to Rule 506 of Regulation D of the
Securities Act and applicable state law;


          (g)     Soy
Energy shall have obtained the approval of its unitholders to undertake the
transactions provided herein, including without limitation, any amendment to
the provisions of the operating agreement for the appointment of directors
pursuant to Section 3.2 and Section 3.3 hereof;


          (h)     The
Asset Purchase Agreement and, as applicable, the transactions contemplated
herein, shall have been approved by the Bankruptcy Court as part of a plan of
reorganization for the Company under Chapter 11 of the Bankruptcy Code and the
confirmation order entered by the court shall have become a Final Order. 


          (i)     Soy
Energy shall have received an executive addendum to the Soy Energy Operating Agreement executed by
New Equity whereby New Equity agrees to be bound to the Soy Energy Operating
Agreement, and Soy Energy shall have otherwise met the qualifications for
membership under the Soy Energy Operating Agreement.


          Section
4.2     Conditions Precedent to Obligations of New
Equity. The obligations of New
Equity to consummate the transactions contemplated by this Agreement are
subject to the fulfillment, on or prior to the Closing Date, of each of the
following conditions (any or all of which may be waived by New Equity in whole
or in part to the extent permitted by applicable law):


          (a)     Soy
Energy shall have performed and complied in all material respects with all obligations and agreements
required in this Agreement to be performed or complied with by it on or prior
to the Closing Date; 


          (b)     Soy
Energy shall have obtained the approval of its unitholders to undertake the
transactions provided herein, including without limitation, any amendment to
the provisions of the operating agreement for the appointment of directors
pursuant to Section 3.2 and Section 3.3 hereof. 


          (c)     The
representations and warranties of Soy Energy set forth in this Agreement qualified as to materiality shall
be true and correct, and those not so qualified shall be true and correct in
all material respects, as of the date of this Agreement and as of the Closing
as though made at and as of the Closing, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties qualified as to materiality shall be
true and correct, and those not so qualified shall be true and correct in all
material respects, on and as of such earlier date);


          (d)     Soy
Energy shall have performed and complied in all material respects with all obligations and agreements
required in this Agreement to be performed or complied with by it on or prior
to the Closing Date;


13








          (e)     New
Equity shall have received a certificate signed by the appropriate officers of
Soy Energy, in form and substance reasonably satisfactory to New Equity, dated
the Closing Date, to the effect that each of the conditions specified above in
Sections 4.2(b) through 4.2(d) have been satisfied in all respects; and


          (f)     The
closing of the transactions set forth in the Asset Purchase Agreement shall
have occurred or shall be simultaneously occurring.


ARTICLE V

TERMINATION


          Section
5.1     Termination of Agreement. This
Agreement may be terminated prior to the Closing as follows:


          (a)     by
mutual written consent of the Parties.


          (b)     by
Soy Energy, if New Equity shall have breached or failed to perform any of its
covenants or agreements set forth in this Agreement, or if any representation
or warranty of New Equity shall have become untrue, in any case such that the
conditions set forth in Section 4.1 would not be satisfied and such breach is
incapable of being cured or, if capable of being cured, shall not have been
cured within fifteen (15) days following receipt by New Equity of notice of
such breach from Soy Energy.


          (c)     by
New Equity, if Soy Energy shall have breached or failed to perform any of its covenants or agreements set forth
in this Agreement, or if any representation or warranty of Soy Energy shall
have become untrue, in any case such that the conditions set forth in Section
4.2 would not be satisfied and such breach is incapable of being cured or, if
capable of being cured, shall not have been cured within fifteen (15) days
following receipt by Soy Energy of notice of such breach from New Equity.


          (d)     by
Soy Energy, if the conditions in Section 4.1 have not been satisfied by March
15, 2010 or if satisfaction of a condition is or becomes impossible.


          (e)     by
New Equity, if the conditions in Section 4.2 have not been satisfied by March
15, 2010 or if satisfaction of a condition is or becomes impossible.


          (f)     by
New Equity, if it determines not to purchase the Units pursuant to and subject
to Section 1.2 hereof.


          (g)     automatically
on the date of any termination of the Asset Purchase Agreement prior to the
closing of the transactions set forth therein.


          (h)     by
either party, if the Closing has not occurred by March 15, 2010.


          Section
5.2.     Effect of Termination.
In the event that this Agreement is validly terminated as provided herein, then
each of the parties shall be relieved of their duties and obligations arising
under this Agreement after the date of such termination and such termination
shall be without liability to either Party;
provided, however, that nothing in this Section 5.2 shall 


14








relieve either party of any liability for a willful
breach of this Agreement prior to the effective date of such termination.


ARTICLE VI

SURVIVAL; INDEMNIFICATION


          Section
6.1     Survival of Representations and Warranties.
The representations, warranties, covenants and agreements of the Parties
contained in this Agreement shall survive the Closing for a period of twelve
(12) months provided, however, that all representations and warranties will
survive the Closing indefinitely to the extent the representation or warranty
was made with the actual Knowledge that such representation and warranty was
not true and correct on the date made.


          Section
6.2     Indemnification of New Equity. From the
Closing Date until the first anniversary of the Closing Date, Soy Energy shall
indemnify and hold harmless New Equity and its officers, directors, agents,
representatives, members and employees, and each person, if any, who controls
or may control New Equity within the meaning of the Securities Act or the
Exchange Act from and against any and all losses, costs, claims, damages,
liabilities and expenses, (including reasonable attorneys’ fees and court
costs) (collectively, “Damages”), directly or indirectly arising out of
or resulting from:


          (a)     any
failure of any representation or warranty made by Soy Energy in this Agreement
to be true and correct as of the date of this Agreement and as of the Closing
Date (as though such representation or warranty were made as of the Closing
Date rather than the date of this Agreement); or


          (b)     any
breach by Soy Energy of any covenant or obligation of Soy Energy under this
Agreement.


          Section
6.3     Indemnification of Soy Energy. From the
Closing Date until the first anniversary of the Closing Date, New Equity shall
indemnify and hold harmless Soy Energy and its officers, directors, agents,
representatives, members and employees, and each person, if any, who controls
or may control Soy Energy within the meaning of the Securities Act or the
Exchange Act from and against any Damages directly or indirectly arising out of
or resulting from:


          (a)     any
failure of any representation or warranty made by New Equity in this Agreement
to be true and correct as of the date of this Agreement and as of the Closing Date
(as though such representation or warranty were made as of the Closing Date
rather than the date of this Agreement); 


          (b)     any
breach by New Equity of any covenant or obligation of New Equity under this
Agreement; or


          (c)     any
failure of any representation or warranty made by Freedom Fuels in the Asset
Purchase Agreement to be true and correct as of the date of this Agreement and
as of the Closing Date (as though such representation or warranty were made as
of the Closing Date rather than the date of this Agreement), to the extent the
representation or warranty was made with the actual 


15








Knowledge of
New Equity that such representation and warranty was not true and correct on
the date made.


ARTICLE VII

MISCELLANEOUS


          Section
7.1     Benefits. This Agreement shall be
binding upon and shall inure to the benefit of the Parties and their legal
representatives, heirs, or assigns.


          Section
7.2     Default. A party hereto shall be deemed
in default of this Agreement if it fails to perform any of the terms,
covenants, agreements, conditions or provisions of this Agreement on such
party’s part to be performed, if such party breaches any representations and
warranties made by it, or if such party does anything it agrees not to do
herein.


          Section
7.3     Remedies upon Default. In the event of
a default by either party, the non-defaulting party shall have all remedies
available to it at law or in equity.


          Section
7.4     Notices. Any notice or other
communication hereunder shall be deemed to have been given when: delivered
personally, when received by addressee if sent by a nationally recognized
overnight delivery service, or two (2) business days after deposited in the
United States mail, if sent by certified mail, return receipt requested, to the
addresses set out below:


	
 

	
 

	
 


	
 

	
Soy Energy:

	
Soy Energy,
 LLC


	
 

	
 

	
222 North
 Main Street


	
 

	
 

	
Marcus, Iowa
 50135


	
 

	
 

	
Telephone:
 (712) 376-2081


	
 

	
 

	
 


	
 

	
With a copy
 to:

	
Brown Winick


	
 

	
 

	
666 Grand
 Avenue


	
 

	
 

	
Suite 2000
 Ruan Center


	
 

	
 

	
Des Moines,
 IA 50309


	
 

	
 

	
Attention:
 Thomas D. Johnson


	
 

	
 

	
 


	
 

	
New Equity:

	
New Equity,
 LLC


	
 

	
 

	
1610 Grouse
 Avenue


	
 

	
 

	
Thornton,
 Iowa 50479


	
 

	
 

	
Attention:
 David Quinlan


	
 

	
 

	
 


	
 

	
With a copy
 to:

	
Larkin
 Hoffman


	
 

	
 

	
7900 Xerxes
 Avenue S.


	
 

	
 

	
Bloomington,
 Minnesota 55431


	
 

	
 

	
Attention:
 Michael W. Schley





          Section
7.5     Amendment; Waiver. Any provision of
this Agreement may be amended if, and only if, such amendment is in writing and
signed by the Parties. Any provision of this Agreement may be waived if, and
only if, such waiver is in writing and signed by the party 


16








against whom
the waiver is to be effective. No failure or delay by any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.


          Section
7.6     Governing Law; Jurisdiction. This
Agreement shall be interpreted under and governed by the laws of the State of
Iowa. If any provision to any part or circumstance is held invalid or
unenforceable, the remainder hereof, and the application of such provision to
other persons or circumstances, shall remain valid and enforceable. This
Agreement shall be enforceable in the District Court of the State of Iowa, and
for Polk County.


          Section
7.7     Further Assurances. The Parties agree
to execute and deliver to each other such other documents and to do such other
acts as the other party may reasonably request for the purpose of carrying out
the intent of this Agreement.


          Section
7.8     Confidentiality. New Equity will keep
all material nonpublic information regarding Soy Energy that is contained in
the PPM confidential, and agrees that any reproduction or distribution of the
PPM or nonpublic information in the PPM, in whole or in part, is strictly
prohibited and by accepting delivery of such PPM, New Equity agrees not to
reproduce or distribute, in whole or in part, any such information. The
restrictions on the disclosure of information contained in this Section 7.8
shall automatically expire upon the public disclosure (through disclosure or
other action by any party other than New Equity) of such confidential
information. The restrictions set forth in this Section 7.8 shall not apply to
any action by New Equity against Soy Energy concerning the issuance and sale of
the Units or concerning the sufficiency or accuracy of disclosures contained in
the PPM. 


          Section
7.9     Public Disclosure. Notwithstanding
anything to the contrary contained herein, except as may be required to comply
with the provisions of this Agreement requiring approval of the transactions
contemplated by this Agreement by the Members of Soy Energy or by the
Bankruptcy Court or required to comply with any other requirements of
applicable law and the rules and regulations of any government entity, from and
after the date hereof, no press release or similar public announcement or
communication shall be made or caused to be made relating to this Agreement
unless specifically approved in advance by each of the Parties. 


          Section
7.10     Expenses. Except as otherwise
expressly provided in this Agreement, whether or not the transactions
contemplated by this Agreement are consummated, all costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby or
thereby shall be borne by the party incurring such costs and expenses,
including all legal, accounting, financial advisory, consulting and all other
fees and expenses of third parties.


          Section
7.11     No Third Party Beneficiaries. The
representations, warranties and covenants set forth herein are solely for the
benefit of the Parties, in accordance with and subject to the terms of this
Agreement, and this Agreement is not intended to, and does not, confer upon any
person other than the Parties any rights or remedies hereunder, including, without
limitation, the right to rely upon the representations and warranties set forth
herein.


17








          Section
7.12     Successors and Assigns. This Agreement
may not be assigned by any party hereto without the prior written consent of
the other parties. Subject to the foregoing, all of the terms and provisions of
this Agreement will inure to the benefit of and be binding upon the Parties and
their respective successors and assigns.


          Section
7.13     Entire Agreement. This
Agreement (including all recitals, Schedules and Exhibits hereto) contains the
entire agreement between the Parties with respect to the subject matter hereof
and thereof and supersedes all prior or contemporaneous agreements and
understandings, oral or written.


          Section
7.14     Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same Agreement.


          Section
7.15     Severability. The provisions of this
Agreement shall be deemed severable and the invalidity or unenforceability of
any provision shall not affect the validity or enforceability of the other
provisions hereof. If any provision of this Agreement, or the application
thereof to any person or any circumstance, is invalid or unenforceable, (a) a
suitable and equitable provision shall be substituted therefor in order to
carry out, so far as may be valid and enforceable, the intent and purpose of
such invalid or unenforceable provision and (b) the remainder of this Agreement
and the application of such provision to other persons or circumstances shall
not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such provision,
or the application thereof, in any other jurisdiction.


          Section
7.16     Joint Authorship. The Parties have
participated jointly in the negotiation and drafting of this Agreement, and any
rule of construction or interpretation otherwise requiring this Agreement to be
construed or interpreted against any party by virtue of the authorship of this
Agreement will not apply to the construction and interpretation hereof.


          IN WITNESS WHEREOF, the Parties have signed
and delivered this Agreement as of the date set forth above.


	
 

	
 

	
 

	
 

	
 


	
NEW EQUITY, LLC

	
 

	
SOY ENERGY, LLC


	
 

	
 

	
 

	
 

	
 


	
By:

	
/s/ David C. Quinlan

	
 

	
By:

	
/s/ Charles Sand


	
 

	
 

	
 

	
 

	
 


	
Its:

	
President

	
 

	
Its:

	
Chairman


	
 

	
 

	
 

	
 

	
 





18








Exhibit A

Form of Dividend Cash Flow Note


FOR VALUE RECEIVED, the undersigned, NEW EQUITY, LLC, an Iowa limited liability company
(the “Maker”), promises to pay to the order of Soy Energy, LLC (“Soy Energy”)
or its successors and assigns (“Holder”) (collectively, the “Parties”), the
principal sum of Two Million Dollars ($2,000,000), without interest, at the
times and subject to the terms set forth in this Promissory Note (this “Note”).


          This
Note is executed and delivered by the Maker in connection with the Maker’s
acquisition of membership units of Soy Energy (the “Subject Units”) pursuant to
a Unit Purchase Agreement dated July 29, 2009 by and between Maker and Soy
Energy (the “Unit Purchase Agreement”) with the expectation that Soy Energy
will assign such Note and deliver it to Bank First, a South Dakota chartered
state bank, pursuant to an Asset Purchase Agreement dated on or about July 29,
2009 by and between Soy Energy and Freedom Fuels, LLC, an Iowa limited
liability company (“Freedom Fuels”) as debtor-in-possession under that certain
Chapter 11 proceeding pending in the United States Bankruptcy Court for the
Northern District of Iowa styled In re Freedom Fuels, LLC, Debtor, Case No.
08-02468-wle11. 


1.          Payments.
The outstanding principal amount of this Note shall be payable in installments,
with the amount of each installment being equal to 50% of any corresponding
Qualified Dividend (defined below). Each installment of outstanding principal
shall be due and payable on the corresponding Payment Date (defined below),
until the outstanding principal amount of this Note has been paid in full.
Amounts due under this Note shall not bear interest.


             (a)     For
purposes of this Note, the term “Qualified Dividend” means 100% of each
distribution (if any) by Soy Energy to Maker of Net Cash Flow (as defined in
the Operating Agreement of Soy Energy as it may be amended from time to time)
as a member of Soy Energy to the extent, and only to the extent, that such Net
Cash Flow relates to the Subject Units; provided, however, that the term “Qualified
Dividend” shall not include the first One Million Dollars ($1,000,000)
distributed by Soy Energy to Maker related to the Subject Units. The parties
hereto acknowledge that distributions are made at the sole discretion of the
board of directors of Soy Energy, and there is no obligation of the board of
directors to make distributions of Net Cash Flow at any time. 


             (b)     For
purposes of this Note, the term “Payment Date” means a date that is not more
than five (5) business days after Maker’s actual receipt of a Qualified
Dividend.


2.          Notice.
Any notice, demand, request or other communication (“Notice”) required or permitted to be given or made under this
Note shall be in writing and shall be personally delivered, sent by nationally
recognized overnight carrier or sent by certified mail, return receipt
requested, to the address of the party to whom such Notice is to be given as
stated in the Unit Purchase Agreement, or as subsequently designated in writing
in accordance with the terms of this paragraph. Notices shall be deemed to have
been given on the date personally delivered, or two business days after the
date sent by overnight carrier or mailed.


3.          Governing
Law. This Note shall be governed by and construed in accordance with the
laws of the State of Iowa.


4.          Waiver.
No requirement of this Note may be waived at any time except by written
instrument signed by the party against whom such waiver is sought to be
enforced, nor shall any waiver be deemed a waiver of any subsequent breach or
default. 


5.          Costs
of Enforcement. Should it become necessary to collect this Note through an
attorney, by legal proceedings, or otherwise, the Maker promises to pay all
costs of collection, including the reasonable fees of an attorney (prior to
litigation, at trial and upon appeal). 


6.          Maker’s
Waivers. Except to the extent expressly required hereunder, Maker, for
itself and for its successors and assigns, waives presentment for payment,
demand, and notice of nonpayment of this Note. Maker, for itself and for its
successors and assigns, hereby consents to any extension of the time of payment
hereof. Any such extension may be made without notice to Maker and without
discharging the liability of Maker hereunder.


A-1








7.          Joint
Authorship. The Parties have participated jointly in the negotiation and
drafting of this Dividend Cash Flow Note, and any rule of construction or
interpretation otherwise requiring this Note to be construed or interpreted
against any party by virtue of the authorship of this Note will not apply to
the construction and interpretation hereof.


8.          Headings.
The headings to the various sections have been inserted for convenience of
reference only and do not define, limit, modify, or expand the express
provisions of this Note.


          IN WITNESS WHEREOF, the Maker has caused
this Note to be duly executed as of the date set forth above.


	
 

	
 

	
 


	
 

	
MAKER:


	
 

	
 

	
 


	
 

	
NEW
 EQUITY, LLC


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
 


	
 

	
Its: 

	
 





A-2








Exhibit B

Form of Assignment Agreement


          This ASSIGNMENT AGREEMENT (this
“Assignment”) is entered into this ___
day of ____________, 2009 between Soy Energy, LLC, an Iowa limited liability
company (“Soy Energy”) and
New Equity, LLC, an Iowa limited liability company (“New Equity”). Capitalized terms not
defined herein shall have the meanings ascribed to such terms in the Agreement
(as hereinafter defined).


          WHEREAS, New Equity and Soy Energy
have
entered into that certain Unit Purchase Agreement, dated July 29, 2009 (the “Agreement”), providing for,
among other
things, the issuance of Units by Soy Energy to New Equity; and


          WHEREAS, in accordance with the
terms of
the Agreement, New Equity and Soy Energy have agreed to enter into this
Assignment, providing for the assignment from New Equity to Soy Energy of all
of New Equity’s right, title and interest in, under and to the DIP Loans from
and after the Closing, on and subject to the terms of the Agreement.


          NOW, THEREFORE, in consideration of
the
foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:


          1.          Assignment.
In accordance with and subject to the terms of the Agreement, New Equity hereby
sells, assigns, transfers and conveys to Soy Energy all of New Equity’s right,
title and interest in and to the DIP Loans (including all of New Equity’s
interest in and to the Loan Agreement and the other Loan Documents, as the term
“Loan Documents” is defined in the Loan Agreement).


          2.          Acceptance.
In accordance with and subject to the terms of the Agreement, Soy Energy hereby
purchases and accepts the assignment, transfer and conveyance of New Equity’s
right, title and interest in, under and to the DIP Loans; provided, however,
that Soy Energy does not assume, accept, undertake or agree to pay, satisfy,
perform or discharge any obligations or liabilities of any kind arising out of,
or required to be performed under, such assigned DIP Loans. New Equity will indemnify and hold harmless Soy Energy, its
directors, officers, managers and any other person who controls or is
controlled by Soy Energy, against any and all loss, liability, claim, damage
and expense whatsoever, including reasonable attorney fees, arising out of or
based upon the DIP Loans and/or this Assignment.


          3.          Successors.
This Assignment shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.


          4.          Conflicts
with Agreement. To the extent that any provision of this Assignment
conflicts or is inconsistent with the terms of the Agreement, the Agreement
shall govern.


          5.          Further
Assurances. New Equity shall use commercially reasonable efforts to take,
or cause to be taken, all actions necessary or appropriate to fulfill its
obligations under this Assignment and transfer and vest in Soy Energy full right,
title and interest to the Dip Loans, including, without limitation, execution
and delivery of documents and instruments of transfer, consents, waivers and
approvals as may be deemed necessary or desirable by Soy Energy to effectuate
the transfer of the DIP Loans.


          6.          Counterparts.
This Assignment may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one and the same instrument.


          7.          Governing
Law. This Assignment and all matters based upon, arising out of or related
to this Assignment or the negotiation, execution or performance of this
Assignment shall be governed by and construed in accordance with the laws, both
procedural and substantive, of the State of Iowa without regard to its conflict
of laws provisions that if applied might require the application of the laws of
another jurisdiction.


B-1








          IN WITNESS
WHEREOF, the parties hereto have duly executed and delivered this Agreement as
of the date first written above.


	
 

	
 

	
 


	
 

	
SOY ENERGY,
 LLC


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
NEW EQUITY,
 LLC


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





B-2








Exhibit C

Form of Non-Competition Agreement


          THIS NON-COMPETITION
AGREEMENT (this “Agreement”) is entered into this ____ day of ______________,
2009, by and between SOY ENERGY, LLC, an Iowa Limited Liability Company (“Soy
Energy”), and _______________________________ (“Appointee”).


          A.          Soy
Energy and New Equity, LLC (“New Equity”), have entered into a Unit Purchase
Agreement (the “Unit Purchase Agreement”), which provides for the purchase of
Soy Energy Units by New Equity, and pursuant to which it is anticipated that
Appointee will be appointed by New Equity to Soy Energy’s board of directors.
Capitalized terms not defined herein have the meanings set forth in the Unit
Purchase Agreement.


          B.          It
is a condition to eligibility for appointment to the Soy Energy board of directors
that Appointee executes and delivers this Agreement.


          NOW,
THEREFORE, the parties, intending to be legally bound, hereby agree as follows:



          1.          Non-Competition
and Non-Solicitation Covenants.


                       (a)          Agreement
Not to Compete. During the period commencing with the date hereof and
continuing until the ten (10) year anniversary of the Closing (the “Term”),
Appointee will not, directly or indirectly, be an officer, director, manager or
owner of greater than twenty percent (20%) of the voting interests of any
biodiesel production facility other than Soy Energy; provided, however, that
this covenant shall not apply to any existing investment of the Appointee
listed on Schedule 1(a) of this Agreement or to any production facility
or other entity listed on Schedule 1(a) in which Appointee is currently
an officer or director.


                       (b)          Agreement
Not to Hire. During the Term, Appointee will not, directly or indirectly,
hire, engage or solicit any person who is then an employee or contractor of Soy
Energy or of Freedom Fuels, LLC (“Freedom Fuels”) or who was an employee or
contractor of Soy Energy or Freedom Fuels at any time, in any manner or
capacity, including without limitation as a proprietor, principal, agent,
partner, officer, director, stockholder, member, employee, member of any
association, consultant or otherwise.


                       (c)          Agreement
Not to Solicit. During the Term, Appointee will not, directly or
indirectly, solicit, request, advise or induce any current or potential
customer, supplier or other business contact of Soy Energy or Freedom Fuels to
cancel, curtail or otherwise adversely change its relationship with Soy Energy
or Freedom Fuels.


                       (d)          Blue
Pencil Doctrine. If the duration of, the scope of, or any business activity
covered by, any provision of this Section 1 is in excess of what is determined
to be valid and enforceable under applicable law, such provision will be
construed to cover only that duration, scope or activity that is determined to
be valid and enforceable. Appointee hereby acknowledges that this Section 1
will be given the construction which renders its provisions valid and
enforceable to the maximum extent, not exceeding its express terms, possible
under applicable law.


          2.          Additional
Agreements, Covenants and Representations.


                       (a)          Appointee
agrees to at all times keep confidential and not divulge, furnish or make
accessible to anyone (other than attorneys, accountants and financial advisors
of Soy Energy and New Equity) any information regarding or relating to the Unit
Purchase Agreement or the Closing until Soy Energy has made a public
announcement of the transactions provided therein, and at that time shall only
disclose information that is provided in such public announcement.


                       (b)          Appointee
agrees to indemnify and hold Soy Energy harmless from any liability, loss or
expense (including reasonable attorneys’ fees) if the Appointee, alone or with
others, defaults in any of the agreements, representations, warranties or
covenants set forth in this Agreement.


C-1








          3.          Waiver.
Appointee hereby waives each provision of any agreement to which Appointee is a
party that is or, with or without notice or lapse of time or both, would be
inconsistent with or violated by (i) this Non-Competition Agreement, and/or
(ii) the execution or delivery of the Unit Purchase Agreement or any related
agreement or the consummation any of the transactions contemplated by the Unit
Purchase Agreement or any related agreement. 


          4.          Miscellaneous.


                       (a)          This
Agreement constitutes the entire agreement between the parties pertaining to
the subject matter hereof other than the Unit Purchase Agreement and the
documents related thereto. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute, a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.


                       (b)          This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
document.


                       (c)          This
Agreement shall be enforceable by, and shall inure to the benefit of and be
binding upon, the parties hereto and their respective successors and assigns.
As used herein, the term “successors and assigns” shall mean, where the context
so permits, heirs, executors, administrators, trustees and successor trustees,
and personal and other representatives.


                       (d)          All
notices, requests, consents and other communications required or permitted
hereunder will be in writing and will be delivered, or sent by facsimile
transmission, or mailed first-class postage prepaid, registered or certified
mail, as follows:


                    if
to Appointee, to the address set forth on the signature page to this Agreement;
and 


                    if
to Soy Energy, to:


	
 

	
 


	
 

	
Soy Energy,
 LLC


	
 

	
Attn: Chuck
 Sand


	
 

	
222 North
 Main Street


	
 

	
Marcus, Iowa
 50135


	
 

	
 


	
                    with
 a copy to (that shall not constitute notice):


	
 

	
 


	
 

	
BrownWinick
 Law Firm


	
 

	
Attn: Thomas
 D. Johnson


	
 

	
666 Grand
 Avenue, Ste. 2000


	
 

	
Des Moines,
 Iowa 50309-2510


	
 

	
Facsimile:
 (515) 323-8514





and such notices and other communications will for all purposes of this
Agreement be treated as being effective or having been given if delivered
personally, or, if sent by mail delivery service or facsimile, when received.
Any party may change its address for such communications by giving notice
thereof to the other party in conformity with this Section.


                       (e)          This
Agreement shall be governed and construed in accordance with the laws of the
State of Iowa without regard to any applicable conflicts of law. 


                       (f)          If
one or more of the provisions of this Agreement are held to be contrary to the
laws that govern this Agreement or the laws of any other competent
jurisdiction, the parties hereto agree that the offending provision(s) shall be
amended in such a way as may be necessary in order to maintain the contents of
such clauses as closely as possible to the contents thereof originally intended
by the parties.


C-2








                       (g)          Appointee
hereby acknowledges that the provisions of this Agreement are reasonable and
necessary to protect the legitimate interests of Soy Energy and that any
violation of this Agreement by Appointee will cause substantial and irreparable
harm to Soy Energy to such an extent that monetary damages alone would be an inadequate
remedy. Appointee represents and warrants that Appointee is not subject to any
other agreements prohibiting the performance of Appointee’s obligations under
this Agreement, including any non-competition agreement.


          Appointee
acknowledges and understands that the representations, warranties and covenants
by Appointee set forth herein shall be relied upon by Soy Energy, and its
affiliates and counsel, and that substantial losses and damages may be incurred
by such persons if Appointee’s representations, warranties or covenants herein
are breached or are incorrect or untrue. Appointee has carefully read this
Agreement and has had an opportunity to discuss the requirements of this
Agreement with Appointee’s professional advisors to the extent Appointee has
deemed necessary.


          THIS
AGREEMENT is executed by the parties hereto as of the date shown on the first
page of this Agreement.


	
 

	
 

	
 


	
SOY ENERGY,
 LLC

	
 


	
 

	
 


	
By:

	
 

	
 


	
 

	
 


	
Its:

	
 

	
 


	
 

	
 

	
 


	
APPOINTEE:

	
 








	
 

	
 

	
 

	
 

	
 


	
Signature:

	
 

	
 


	
Name:

	
 

	
 


	
Address:

	
 

	
 


	
 

	
 


	
 

	
 





C-3








Exhibit D

Form of Investor Suitability Questionnaire


SOY ENERGY

POTENTIAL INVESTOR SUITABILITY QUESTIONNAIRE


TABLE OF CONTENTS


	
 

	
 

	
 


	
General Information (For All Investors)

	
 

	
2


	
Questionnaire for Individual Investors

	
 

	
3


	
Questionnaire for Trust Investors

	
 

	
6


	
Questionnaire for IRAs, Pensions and Certain Other Investors

	
 

	
7


	
Questionnaire for Corporate, Partnership and Limited Liability
 Company Investors

	
 

	
9


	
Exhibit A

	
 

	
11


	
Exhibit B

	
 

	
13





D-1







GENERAL INFORMATION (FOR ALL POTENTIAL
INVESTORS)


Complete the
following as applicable.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.

	
Name: 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.

	
Address:

	
 


	
 

	
           
              
              
               Street 
                
                  
             City    
                  
                  State 
         Zip


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
3.

	
Telephone Number: 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
4.

	
Federal Tax ID Number or Social Security Number:

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
5.

	
Marital Status:

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
6.

	
Date of Birth or Organization:

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
7.

	
State of Residence or Formation:

	
 


	
 

	
 

	
 

	
 

	
 


	
8.

	
Type of Ownership (Check appropriate box):

	
 








	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
Individual

	
o

	
Employee Benefit Plan


	
 

	
o

	
Joint Tenants

	
o

	
Individual Retirement Account


	
 

	
o

	
Tenants in Common

	
o

	
Keogh Plan


	
 

	
o

	
Partnership

	
o

	
Other Tax Exempt Entities


	
 

	
o

	
Limited Liability Company

	
o

	
Corporation


	
 

	
o

	
Trust

	
o

	
Other Taxable Entity








	
 

	
 

	
 

	
 


	
9.

	
Entity investors must answer the following questions
 regarding authority:


	
 

	
 

	
 


	
 

	
(a)

	
Name(s) and
 title(s) of the persons who have authority to purchase securities on behalf
 of the Investor.


	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
(b)

	
Is
 permission or authorization from any other person necessary to effect the
 purchase of securities?


	
 

	
 

	
 


	
 

	
 

	
__________
 Yes    __________ No


	
 

	
 

	
 


	
 

	
(c)

	
If the
 answer to Question 9(b) is “Yes,” please provide the following additional
 information:


	
 

	
 

	
 


	
 

	
 

	
Identify all
 such persons from whom such additional permission or authorization is
 necessary:


	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
Has such
 permission or authorization been obtained?


	
 

	
 

	
 


	
 

	
 

	
__________
 Yes    __________ No








	
 

	
 


	
Instructions for completing the remainder
 of the questionnaire:


	
 

	
 


	
1.

	
Soy Energy is referred to in the
 Questionnaires as the “Company.”


	
2.

	
Individuals, Joint Tenants and Tenants in
 Common are referred to as “Individual Investors.” 


	
3.

	
Joint Tenants or Tenants in Common must
 complete and sign separate
 Questionnaires for Individual Investors. 


	
4.

	
Business entities, certain plans and trusts
 should complete the questionnaire applicable to the entity type of the
 particular investor.


	
5.

	
The appropriate person(s) should complete
 the Questionnaires attached as exhibits if so indicated by the primary
 Questionnaire.





D-2








QUESTIONNAIRE FOR INDIVIDUAL POTENTIAL
INVESTORS 


	
 

	
 

	
 


	
I.

	
Purchaser Representative for Individual Investors. Please check (a)
 or (b):


	
 

	
 


	
 

	
o

	
(a) I do NOT rely upon the advice of a Purchaser Representative such
 as an attorney, accountant or other adviser in making investment decisions. I
 believe that I have sufficient knowledge and experience in financial and business
 matters to be capable of evaluating the merits and risks of an investment.


	
 

	
 

	
 


	
 

	
o

	
(b) I do rely on the advice of a Purchaser Representative, such as an
 attorney, accountant or other advisor in making investment decisions. I do
 not have sufficient knowledge and experience in financial business matters as
 required above. 


	
 

	
 

	
 


	
II.

	
Investor Accreditation, Sophistication and
 Suitability.








	
 

	
 

	
 

	
 


	
2.1

	
The investor is (check ALL that apply):


	
 

	
 


	
 

	
o

	
(i)

	
A natural person whose individual net worth (assets less
 liabilities), or joint net worth with his or her spouse, exceeds $1,000,000.


	
 

	
 

	
 

	
 


	
 

	
o

	
(ii)

	
A natural person whose individual income was in excess of $200,000,
 or whose joint income with his or her spouse was in excess of $300,000, in
 each of the two most recent years, and who has a reasonable expectation of
 reaching the same income level for the current year.


	
 

	
 

	
 

	
 


	
 

	
o

	
(iii)

	
A corporation, business trust, or partnership with assets in excess
 of $5,000,000.


	
 

	
 

	
 

	
 


	
 

	
o

	
(iv)

	
A trust with assets in excess of $5,000,000.


	
 

	
 

	
 

	
 


	
 

	
o

	
(v)

	
None of the above.


	
 

	
 

	
 

	
 


	
2.2

	
Financial Information:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Gross Income During Last Two Years:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Individual


	
 

	
 

	
 

	
Joint


	
 

	
 

	
 


	
 

	
2007

	
 

	
2008

	
 

	
2007

	
 

	
2008

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
Less than
 $49,000


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
$50,000 -
 $99,000


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
$100,000 -
 $199,000


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
$200,000 -
 $299,000


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
$300,000 or
 more








	
 

	
 

	
 


	
 

	
(b)

	
Anticipated Gross Income for 2009:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Individual


	
 

	
 

	
 

	
Joint


	
 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
Less than
 $49,000


	
 

	
 


	
 

	
 


	
 

	
$50,000 -
 $99,000


	
 

	
 


	
 

	
 


	
 

	
$100,000 -
 $199,000


	
 

	
 


	
 

	
 


	
 

	
$200,000 -
 $299,000


	
 

	
 


	
 

	
 


	
 

	
$300,000 or
 more








	
 

	
 

	
 


	
 

	
(c)

	
Current Net Worth:








	
 

	
 

	
 

	
 

	
 


	
 

	
   ______   Less
 than $49,000

	
 

	
______   $300,000
 - $599,000

	
 


	
 

	
   ______   $50,000
 - $99,000

	
 

	
______   $600,000
 - $999,000

	
 


	
 

	
   ______   $100,000
 - $299,000

	
 

	
______   $1,000,000
 or more

	
 





D-3








	
 

	
 

	
 


	
 

	
(d)

	
Current Net
 Worth Exclusive of Home, Furnishing and Automobiles:








	
 

	
 

	
 

	
 

	
 


	
 

	
   ______   Less
 than $49,000

	
 

	
______   $300,000
 - $599,000

	
 


	
 

	
   ______   $50,000
 - $99,000

	
 

	
______   $600,000
 - $999,000

	
 


	
 

	
   ______   $100,000
 - $299,000

	
 

	
______   $1,000,000
 or more

	
 








	
 

	
 

	
 


	
 

	
(e)

	
Current
 Value of Net Assets Including Cash and Cash Equivalents, Marketable
 Securities, Cash Surrender Value of Life Insurance and Other Items Easily
 Convertible into Cash:








	
 

	
 

	
 

	
 

	
 


	
 

	
   ______   Less
 than $49,000

	
 

	
______   $300,000
 - $599,000

	
 


	
 

	
   ______   $50,000
 - $99,000

	
 

	
______   $600,000
 - $999,000

	
 


	
 

	
   ______   $100,000
 - $299,000

	
 

	
______   $1,000,000
 or more

	
 








	
 

	
 


	
2.3

	
Current
 Occupation:








	
 

	
 

	
 


	
 

	
(a)

	
Profession,
 Business or Employment:


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
(b)

	
Position or
 Duties:


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
2.4

	
Prior
 employment or occupation for the last five years if different from above:


	
 

	
 


	
 

	
 


	
 

	
 

	
 


	
 

	
 


	
 

	
 

	
 


	
2.5

	
College,
 Business or Professional education:


	
 

	
 


	
 

	
 


	
 

	
 

	
 


	
 

	
 


	
 

	
 

	
 


	
2.6

	
Investment
 Experience:


	
 

	
 

	
 


	
 

	
(a)

	
Please
 indicate the frequency of your investment in marketable securities:








	
 

	
 

	
 

	
 


	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
_______   Occasionally

	
 

	
_______   Never


	
 

	
 

	
 

	
 


	
 

	
Approximate
 current value of such securities: $
 ___________________________________________.








	
 

	
 

	
 


	
 

	
(b)

	
Please
 indicate the frequency of your investment in unmarketable securities:








	
 

	
 

	
 

	
 


	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
_______   Occasionally

	
 

	
_______   Never








	
 

	
 

	
 


	
 

	
(c)

	
Investments
 in private or limited offerings within the last five years:








	
 

	
 

	
 

	
 


	
 

	
_______   Corporate
 Equity or Debt

	
 

	
_______   Partnerships


	
 

	
_______   Real
 Estate

	
 

	
_______   Other __________________________________








	
 

	
 

	
 


	
 

	
(d)

	
Do you make
 your own investment decisions with respect to such investments?








	
 

	
 

	
 

	
 


	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
_______   Occasionally

	
 

	
_______   Never





D-4








	
 

	
 

	
 


	
 

	
(e)

	
What are
 your primary sources of investment knowledge or advice? (You may check more
 than one.)








	
 

	
 

	
 

	
 


	
 

	
_______   Firsthand
 experience within the industry

	
 

	
_______   Trade
 or industry publication(s)


	
 

	
_______   Broker(s)

	
 

	
_______   Attorney(s)


	
 

	
_______   Financial
 publication(s)

	
 

	
_______   Banker(s)


	
 

	
_______   Investment
 adviser(s)

	
 

	
_______   Accountant(s)





          IN
WITNESS WHEREOF, the below individual(s) have executed this Questionnaire for
Individual Investors this ______ day of ______________, 200___.


	
 

	
 

	
 

	
 


	
 

	
Signature:

	
 


	
 

	
 

	
 

	
 


	
 

	
Print Name: 

	
 


	
 

	
 

	
 

	
 


	
 

	
JOINT
 INVESTOR (if applicable):


	
 

	
 

	
 

	
 


	
 

	
Signature:

	
 


	
 

	
 

	
 

	
 


	
 

	
Print Name: 

	
 





D-5








QUESTIONNAIRE FOR POTENTIAL TRUST INVESTORS


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
I.

	
TRUST INVESTOR.


	
 

	
 


	
1.1

	
Name of
 Trust: 

	
 


	
 

	
 


	
1.2

	
Trustee(s):

	
 


	
 

	
 


	
1.3

	
Number of
 Beneficiaries: 

	
 

	
 


	
 

	
 


	
1.4

	
Type of
 Trust:
 __________ Revocable          __________ Irrevocable


	
 

	
 


	
 

	
 


	
 

	
Name of
 Grantor(s) (persons establishing the trust) of Revocable Trust: 

	
 


	
 

	
 


	
► 

	
IF THE TRUST IS REVOCABLE, DO NOT COMPLETE THE REMAINDER OF
 THIS QUESTIONNAIRE AND EACH GRANTOR SHOULD COMPLETE EXHIBIT A.


	
 

	
 


	
► 

	
IF THE TRUST
 IS IRREVOCABLE, COMPLETE THE REMAINDER OF THIS QUESTIONNAIRE.


	
 

	
 


	
II.

	
ACCREDITED INVESTOR STATUS.


	
 

	
 


	
2.1

	
The
 undersigned Trust has as its trustee a bank as defined in Section 3(a)(2) of
 the Securities Act of 1933.


	
 

	
 


	
 

	
__________
 Yes    __________ No


	
 

	
 


	
2.2

	
The
 undersigned Trust certifies that it has total assets in excess of $5,000,000,
 was not formed for the specific purpose of acquiring the Interests and is
 directed by a sophisticated person as defined in Rule 506(b)(2)(ii).


	
 

	
 


	
 

	
__________
 Yes    __________ No


	
 

	
 


	
III.

	
SOPHISTICATION


	
 

	
 


	
Name(s) of
 person(s) making this investment decision on behalf of the Trust:

	
 


	
 

	
 


	
► IF THE TRUST ANSWERED NO TO QUESTION 2.1, THE ABOVE PERSONS MUST
 COMPLETE EXHIBIT B.


	
 

	
 


	
V.

	
SUITABILITY OF TRUST AS INVESTOR.


	
 

	
 


	
5.1

	
Current Net
 Worth of Trust: $ 

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
5.2

	
Net Income
 of Trust For:

	
 

	
 


	
 


	
 

	
2007     $

	
 

	
 


	
 

	
 


	
 

	
2008     $

	
 

	
 


	
 

	
 


	
5.3

	
Anticipated
 Net Income of Trust for 2009:   $

	
 

	
 





          IN
WITNESS WHEREOF, the below trust has executed this Questionnaire for Trust
Investors this ______ day of ______________, 200___.


	
 

	
 

	
 


	
 

	
Trust Name:

	
 








	
 

	
 

	
 


	
 

	
By:

	
 


	
 


	
 

	
Its:

	
 





D-6








QUESTIONNAIRE FOR IRAs, PENSIONS, AND CERTAIN
OTHER POTENTIAL INVESTORS

(Including IRA/Qualified Pension Plan; Profit-Sharing or Stock/KEOGH Investors)


	
 

	
 

	
 

	
 


	
I.

	
PLAN INVESTORS


	
 

	
 

	
 


	
1.1

	
Name of
 Plan:

	
 


	
 

	
 

	
 


	
1.2

	
(a)

	
Type of
 Plan:








	
 

	
 

	
 

	
 


	
 

	
_______   Qualified
 Pension

	
 

	
_______   Profit
 Sharing or Stock


	
 

	
_______   Bonus
 Plan

	
 

	
_______   Keogh


	
 

	
_______   IRA

	
 

	
_______   Other
 (Specify)








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Plan
 Fiduciaries: 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
1.3   

	
(a)     

	
Does each
 Plan Participant who will invest in Interests (i) have the power to direct
 his/her investments and (ii) intent to invest pursuant to the exercise of
 such power?


	
 

	
 

	
 


	
 

	
 

	
__________
 Yes    __________ No


	
 

	
 

	
 


	
 

	
(b)

	
Does the
 Plan either (i) have one Plan Participant or (ii) provide for segregated
 accounts for each Plan Participant?


	
 

	
 

	
 


	
 

	
 

	
__________
 Yes    __________ No


	
 

	
 

	
 


	
 

	
(c)

	
Does the
 Plan certify that investment decisions are made solely by persons that are
 accredited Investors?


	
 

	
 

	
 


	
 

	
 

	
__________
 Yes    __________ No


	
 

	
 

	
 


	
 

	
If the Plan
 answered yes to both Questions 1.3(a) and 1.3(b) or to Question
 1.3(c), please list:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
Number of
 Plan Participants:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Name of
 Participant(s) who will invest in Interests:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Name

	
 

	
 

	
Address

	
 

	
 

	
Telephone
 No.

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
  


	
 

	
 

	
  








	
 

	
 

	
 


	
►

	
IF THE PLAN
 ANSWERED YES TO BOTH QUESTIONS 1.3(a) AND 1.3(b) ABOVE OR TO
 QUESTION 1.3(c) ABOVE, EACH PLAN PARTICIPANT SHOULD COMPLETE EXHIBIT A, AND
 THE PLAN SHOULD NOT COMPLETE THE REMAINDER OF THIS QUESTIONNAIRE. 


	
 

	
 

	
 


	
►

	
IF THE PLAN
 DID NOT ANSWER YES TO
 BOTH QUESTIONS 1.3(a) AND 1.3(b) ABOVE OR TO QUESTION 1.7(c) ABOVE, THEN THE
 PLAN MUST COMPLETE THE REMAINDER OF THIS QUESTIONNAIRE AND THE PERSON MAKING
 INVESTMENT DECISIONS FOR THE PLAN MUST COMPLETE EXHIBIT B.


	
 

	
 


	
II.

	
 

	
PLAN INVESTORS


	
 

	
 

	
 


	
2.1

	
 

	
Accredited
 investor Status.


	
 

	
 

	
 


	
 

	
 

	
The
 undersigned Plan certifies that it is an employee benefit plan within the
 meaning of Title I of the Employee Retirement income Security Act of 1974
 (“ERISA”) and either (i) has total assets in excess of $5,000,000 or (ii) has
 its investment decisions made by a plan fiduciary, as defined in Section
 3(21) of ERISA, which is either a bank, savings and loan association,
 insurance company or registered investment adviser.


	
 

	
 

	
 


	
 

	
 

	
__________
 Yes    __________ No





D-7








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
III.

	
SUITABILITY OF PLAN AS INVESTOR

	
 

	
 


	
 

	
 

	
 

	
 


	
3.1

	
Current Net
 Worth of Plan: $ 

	
 

	
 


	
 

	
 

	
 

	
 


	
3.2

	
Net Income
 of Plan for:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
2007     $
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
2008     $

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
3.3

	
Anticipated
 Net Income of Plan for 2009: $ 

	
 

	
 





          IN
WITNESS WHEREOF, the below Plan has executed this Questionnaire for IRAs,
Pensions and Certain Other Investors this ______ day of ______________, 200___.


	
 

	
 

	
 

	
 


	
 

	
Plan Name: 

	
 


	
 


	
 

	
By:

	
 


	
 


	
 

	
Its: 

	
 





D-8








QUESTIONNAIRE FOR POTENTIAL CORPORATE,
PARTNERSHIP AND LIMITED LIABILITY

COMPANY INVESTORS


	
 

	
 

	
 


	
I.

	
GENERAL INFORMATION FOR CORPORATE, PARTNERSHIP OR LIMITED LIABILITY
 COMPANY INVESTORS.








	
 

	
 

	
 


	
1.1

	
Name of
 Corporation, Partnership, or Limited Liability Company:

	
 








	
 

	
 

	
 


	
1.2

	
Type of
 Organization and Business Description:

	
 








	
 

	
 

	
 


	
1.3

	
Number of
 Shareholders, Partners, or Members:

	
 








	
 

	
 


	
1.4

	
Is the
 entity a partnership, “S” corporation, limited liability company or other
 form of “pass-through” entity for federal income tax purposes?








	
 

	
 

	
 


	
 

	
_______ Yes     ________ No


	
 

	
 

	
 


	
II.

	
ACCREDITATION, SOPHISTICATION AND SUITABILITY FOR CORPORATE,
 PARTNERSHIP OR LIMITED LIABILITY COMPANY INVESTORS.


	
 

	
 

	
 


	
Accredited
 Investor Status. Please complete each of the following certifications:


	
 

	
 

	
 


	
2.1

	
The
 undersigned Corporation, Partnership or Limited Liability Company certifies
 that it has total assets in excess of $5,000,000 and that it was not formed
 for the specific purpose of investing in the Interests.


	
 

	
 


	
 

	
_______ Yes     ________ No


	
 

	
 


	
2.2

	
The
 undersigned Corporation, Partnership or Limited Liability Company certifies
 that it is a broker or dealer registered pursuant to Section 15 of the
 Securities Exchange Act of 1934 and purchasing Interests for its own account.


	
 

	
 


	
 

	
_______ Yes     ________ No


	
 

	
 


	
2.3

	
The
 undersigned Corporation, Partnership or Limited Liability Company certifies
 that it is an organization described in Section 501(c)(3) o the Internal
 Revenue Code with total assets in excess of $5,000,000.


	
 

	
 


	
 

	
_______ Yes     ________ No


	
 

	
 


	
2.4

	
The
 undersigned Corporation, Partnership or Limited Liability Company certifies
 that EACH of its shareholders, partners, or members meets at least ONE of the
 following conditions:


	
 

	
 


	
 

	
(i)

	
Each
 shareholder, partner, or member is a natural person whose individual net
 worth (or joint net worth with his/her spouse) exceeds $1,000,000 (including
 his home, home furnishings and personal property).


	
 

	
 

	
 


	
 

	
 

	
_______ Yes     ________ No


	
 

	
 

	
 


	
 

	
(ii)

	
Each
 shareholder, partner, or member is a natural person who had an individual
 income in excess of $200,000 in each of the previous two calendar years or
 joint income with such person’s spouse in excess of $300,000 in each of those
 years and who reasonably expects to reach the same income level for the
 current calendar year.


	
 

	
 

	
 


	
 

	
 

	
_______ Yes     ________ No


	
 

	
 

	
 


	
 

	
(iii)

	
The
 shareholder, partner, or member of the Investor is a corporation,
 partnership, or limited liability company and all of the shareholders,
 partners, or members (a “beneficial owner”), respectively, of such
 corporation, partnership, or limited liability company can answer yes to statement
 2.4(i) or 2.4(ii) above.


	
 

	
 

	
 


	
 

	
 

	
_______ Yes     ________ No





D-9








	
 

	
 


	
►

	
IF THE CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY HAS
 ANSWERED YES TO ANY PORTION OF STATEMENT 2.4, AND HAS ANSWERED
 NO TO QUESTIONS 2.1, 2.2 AND 2.3, EACH SHAREHOLDER, PARTNER, MEMBER OR
 BENEFICIAL OWNER OF A SHAREHOLDER, PARTNER OR MEMBER MUST COMPLETE AND
 EXECUTE EXHIBIT A AND THE CORPORATION, PARTNERSHIP OR LIMITED LIABILITY
 COMPANY SHOULD NOT COMPLETE THE REMINDER OF THIS QUESTIONNAIRE. 


	
 

	
 


	
►

	
IF THE CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY HAS
 ANSWERED YES TO STATEMENT 2.1, 2.2 OR 2.3, THE REMAINDER OF THIS
 QUESTIONNAIRE MUST BE ANSWERED.








	
 

	
 


	
III.

	
SOPHISTICATION


	
 

	
 


	
Name(s) of
 person(s) making this investment on behalf of the Corporation, Partnership,
 or Limited Liability Company.


	
 


	
 








	
 

	
 


	
►  

	
EACH OF THE
 PERSONS LISTED ABOVE MUST COMPLETE AND EXECUTE EXHIBIT B.


	
 

	
 


	
IV.

	
SUITABILITY OF CORPORATION OR PARTNERSHIP AS INVESTOR








	
 

	
 

	
 


	
4.1

	
Current Net
 Worth of Corporation or Partnership: $

	
 








	
 

	
 


	
4.2

	
Net Income
 of Corporation or Partnership for:








	
 

	
 

	
 

	
 


	
 

	
2007     $ 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
2008     $ 

	
 

	
 








	
 

	
 

	
 


	
4.3

	
Anticipated
 Net Income of Corporation or Partnership for 2009: $

	
 





          IN
WITNESS WHEREOF, the below entity has executed this Questionnaire for
Corporate, Partnership, or Limited Liability Company Investors this ______ day
of ______________, 200___.


	
 

	
 

	
 


	
 

	
Entity Name:

	
 


	
 

	
 

	
 





	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
 


	
 

	
Its: 

	
 





D-10








EXHIBIT A
(Complete Only if Required By Applicable
Questionnaire)


	
 

	
 


	
I.

	
GENERAL INFORMATION








	
 

	
 

	
 


	
1.

	
Name:

	
 








	
 

	
 

	
 


	
2.

	
Residence
 Address:

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
City:

	
 

	
 State:

	
 

	
 Zip:

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Home
 Telephone Number: (______)

	
 

	
 

	
State of Principal Residence:

	
 








	
 

	
 

	
 

	
 

	
 


	
 

	
U.S.
 Citizen:        ________ Yes     _________ No

	
 

	
Social
 Security Number:

	
 








	
 

	
 

	
 


	
II.

	
ACCREDITATION AND SUITABILITY


	
 

	
 


	
1.

	
Accredited
 Investor Status. Please complete each of the following certifications:


	
 

	
 

	
 


	
 

	
(i)

	
I certify that I have an individual net worth (or a joint net worth
 with my spouse) in excess of $1,000,000 (including home, home furnishings and
 automobiles).


	
 

	
 

	
 


	
 

	
 

	
_______ Yes     ________ No


	
 

	
 

	
 


	
 

	
(ii)

	
I certify
 that I had individual income (excluding any income of my spouse) of more than
 $200,000 in each of the previous two calendar years or joint income with my
 spouse in excess of $300,000 in each of those years and I reasonably expect
 to reach the same income level in the current year.


	
 

	
 

	
 


	
 

	
 

	
_______ Yes     ________ No


	
 

	
 

	
 


	
2.

	
Financial
 Information:


	
 

	
 

	
 


	
 

	
(i)

	
Gross Income
 During Last Two Years:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Individual


	
 

	
 

	
 

	
Joint 


	
 

	
 

	
 


	
 

	
2007

	
 

	
2008

	
 

	
2007

	
 

	
2008

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
Less than
 $49,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$50,000 -
 $99,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$100,000 -
 $199,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$200,000 -
 $299,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$300,000 or
 more








	
 

	
 

	
 


	
 

	
(ii)

	
Anticipated
 Gross Income During 2009:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Individual


	
 

	
 

	
 

	
Joint

	
 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
Less than
 $49,000


	
 

	
 


	
 

	
 


	
 

	
$50,000 -
 $99,000


	
 

	
 


	
 

	
 


	
 

	
$100,000 -
 $199,000


	
 

	
 


	
 

	
 


	
 

	
$200,000 -
 $299,000


	
 

	
 


	
 

	
 


	
 

	
$300,000 or
 more








	
 

	
 

	
 


	
 

	
(iii)

	
Current Net
 Worth: 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
   Less
 than $49,000

	
 

	
 

	
   $300,000
 - $599,000


	
 

	
 

	
   $50,000
 - $99,000

	
 

	
 

	
   $600,000
 - $999,000


	
 

	
 

	
   $100,000
 - $299,000

	
 

	
 

	
   $1,000,000
 or more





D-11










	
 

	
 

	
 


	
 

	
(iv)

	
Current Net
 Worth Exclusive of Home, Furnishing and Automobiles:





	
 

	
 

	
 

	
 

	
 


	
 

	
   ______   Less
 than $49,000

	
 

	
______   $300,000
 - $599,000

	
 


	
 

	
   ______   $50,000
 - $99,000

	
 

	
______   $600,000
 - $999,000

	
 


	
 

	
   ______   $100,000
 - $299,000

	
 

	
______   $1,000,000
 or more

	
 








	
 

	
 


	
3.

	
Current
 Occupation:








	
 

	
 

	
 


	
 

	
(i)

	
Profession,
 Business or Employment:


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
(ii)

	
Position or
 Duties:


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
4.

	
College,
 Business or Professional education:


	
 

	
 


	
 

	
 


	
 

	
 

	
 


	
5.

	
Investment
 Experience:


	
 

	
 

	
 


	
 

	
(i)

	
Please
 indicate the frequency of your investment in marketable securities:








	
 

	
 

	
 

	
 

	
 


	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
_______   Occasionally

	
 

	
_______   Never


	
 

	
Approximate
 current value of such securities: $_________________________________________.








	
 

	
 

	
 


	
 

	
(ii)

	
Please
 indicate the frequency of your investment in unmarketable securities:








	
 

	
 

	
 

	
 


	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
_______   Occasionally

	
 

	
_______   Never








	
 

	
 

	
 


	
 

	
(iii)

	
Investments in other private or limited offerings within the last five years:








	
 

	
 

	
 

	
 

	
 


	
 

	
_______   Corporate
 Equity or Debt

	
 

	
_______   Real Estate


	
 

	
_______   Partnerships

	
 

	
_______   Other

	
 








	
 

	
 

	
 


	
 

	
(iv)

	
Do you make
 your own investment decisions with respect to such investments?








	
 

	
 

	
 

	
 


	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
_______   Occasionally

	
 

	
_______   Never








	
 

	
 

	
 


	
 

	
(v)

	
What are
 your principal sources of investment knowledge or advice? (You may check more
 than one.)









	
 

	
 

	
 

	
 


	
 

	
_______   First hand experience within the industry

	
 

	
_______   Trade
 or industry publication(s)


	
 

	
_______   Broker(s)

	
 

	
_______   Attorney(s)


	
 

	
_______   Financial
 publication(s)

	
 

	
_______   Banker(s)


	
 

	
_______   Investment
 adviser(s)

	
 

	
_______   Accountant(s)


	
 

	
 

	
 

	
 


	
IN WITNESS WHEREOF, I have executed Exhibit A of this Questionnaire this ______ day of ______________, 200___.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(Signature
 of Individual)





D-12








EXHIBIT B

(Complete Only if Required By Applicable Questionnaire)


Please be advised that I am a shareholder, officer, director, partner,
member, trustee or other fiduciary agent (specify)___________________________
of ________________ a corporation, partnership, limited liability company,
plan, trust or other entity (specify) ______________ (the “Purchaser”), and that
I have made the investment decision, by myself or together with others, on
behalf of the above-named Purchaser. I understand that the information
contained in this letter will be used to determine whether the Purchaser has,
alone or with its purchaser representative(s), such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of an investment.


	
 

	
 

	
 


	
1.

	
Current
 Occupation:


	
 

	
 

	
 


	
 

	
(a)

	
Profession, Business
 or Employment:


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
(b)

	
Business
 Address and Telephone Number:


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
(c)

	
Position or
 Duties:


	
 

	
 

	
 


	
 

	
 

	
 








	
 

	
 

	
 

	
 


	
2.

	
Prior
 Employment Positions or Occupations During the Last Five Years (if different
 than above):


	
 

	
 

	
 

	
 


	
 

	
Dates

	
 

	
Employment,
 Position or Occupation


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
3.

	
Business or
 Professional Education:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
School
 Degree

	
 

	
Field of
 Study

	
 

	
Dates of
 Attendance

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
4.

	
Investment
 experience:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Please indicate
 the frequency of your own investment in marketable securities:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
 

	
_______   Occasionally

	
 

	
_______   Never


	
 

	
 

	
Approximate
 current value of such securities: $ ____________________________________.





D-13










	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Please
 indicate the frequency of your own investment in unmarketable securities:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
 

	
_______   Occasionally

	
 

	
_______   Never


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Investments
 in private or limited offerings:








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Name

	
 

	
Type of
 Investment (R&D, Corporate Equity or

 Debt, Real Estate, etc.) and Amount Invested

	
 

	
Year of

 Investment


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 








	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
Do you make
 your own investment decisions with respect to such investments?


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
_______   Often

	
 

	
_______   Seldom


	
 

	
 

	
_______   Occasionally

	
 

	
_______   Never








	
 

	
 

	
 

	
 

	
 


	
 

	
(e)

	
What are
 your principal sources of investment knowledge or advice? (You may check more
 than one.)


	
 

	
 

	
 


	
 

	
 

	
_______   First
 hand experience within the industry

	
 

	
_______   Trade
 or industry publication(s)


	
 

	
 

	
_______   Broker(s)

	
 

	
_______   Attorney(s)


	
 

	
 

	
_______   Financial
 publication(s)

	
 

	
_______   Banker(s)


	
 

	
 

	
_______   Investment
 adviser(s)

	
 

	
_______   Accountant(s)


	
 

	
 

	
 

	
 

	
 


	
 

	
(f)

	
Please
 provide in the space below any additional information which would indicate
 that you have sufficient knowledge and experience in financial and business
 matters so that you are capable of evaluating the merits and risks of
 investing in securities such as the Interests.


	
 

	
 

	
 


	
 

	
 

	
 





          IN WITNESS
WHEREOF, I have executed Exhibit A of this Questionnaire this ______ day of
______________, 200___.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(Signature
 of Agent)





D-14