exv4w2



 




Exhibit
4.2



E ENERGY ADAMS, LLC




SUBSCRIPTION AGREEMENT




Limited Liability Company Membership Units




$10,000 per Unit




Minimum Investment of 2 Units ($20,000)

1 Unit Increments Thereafter ($10,000)



The undersigned subscriber (“Subscriber”), desiring to become a member of E Energy Adams, LLC (“E
Energy Adams”), a Nebraska limited liability company, with its principal place of business at 510
Main Street, P.O. Box 49, Adams, Nebraska 68301 hereby subscribes for the purchase of membership
units of E Energy Adams, and agrees to pay the related purchase price, identified below.



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




	 	 	 	 	 
	1.

	 	Subscriber’s Printed Name	 	 
	 

	 	 	 	 
	2.

	 	Title, if applicable	 	 
	 

	 	 	 	 
	3.

	 	Subscriber’s Address

     Street	 	 
	 

	 	 	 	 
	 

	 	     City, State, Zip Code	 	 
	 

	 	 	 	 
	4.

	 	E-mail Address (optional)	 	 
	 

	 	 	 	 
	5.

	 	Home Telephone Number	 	 
	 

	 	 	 	 
	6.

	 	Business Telephone Number	 	 
	 

	 	 	 	 
	7.

	 	Mobile Telephone Number	 	 
	 

	 	 	 	 





B. NUMBER OF UNITS PURCHASED. You must purchase at least 2 units. Your ownership interest may not
exceed 40% of our outstanding membership units. We currently have 194 units outstanding.
Accordingly, assuming that we sell the minimum number of 1,990 units in this offering, you may not
purchase more than 873 units. The maximum number of units to be sold in the offering is 5,810.



	 	 	 	 
	 

	 	units	 







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





	 	 	 	 	 	 	 	 	 
	1. Total Purchase Price

	 	=
	 	2. 1st Installment 
	 	+
	 	3. 2nd Installment
	($10,000 per unit multiplied

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

	 	=
	 	 
	 	+
	 	 







	D.	 	GENERAL INSTRUCTIONS FOR SUBSCRIBERS:




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



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




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



1









 





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



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



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


E Energy Adams, LLC

510 Main Street, P.O. Box 49

Adams, Nebraska 68301



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



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



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



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



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



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


E Energy Adams, LLC

510 Main Street, P.O. Box 49

Adams, Nebraska 68301



     If you are subscribing after we have released funds from escrow and we accept your investment,
your funds will be immediately at-risk as described in the Prospectus. E Energy
Adams may, in its
sole discretion, reject or accept any part or all of your subscription. If E Energy Adams rejects
your subscription, your Subscription Agreement and investment will be returned to you promptly,
plus nominal interest, minus escrow fees. E Energy



2









 




Adams may not consider the acceptance or
rejection of your subscription until a future date near the end of this offering.




     You may direct your questions to either of our directors listed below or to E Energy Adams at (402)
988-4655.



	 	 	 	 	 
	Director	 	Position	 	Phone Number
	Jack Alderman

	 	Chairman, President
	 	608-372-5755
	Donald “Bud” Olsson

	 	Director
	 	402-323-1630







	E.	 	Additional Subscriber Information. Subscriber, named above, certifies the following under
penalties of perjury:






	 	1.	 	Form of Ownership. Check the appropriate box (one only) to indicate form of
ownership. If the subscriber is a Custodian, Corporation, Partnership or Trust, please
provide the additional information requested.





	 	 	 	 	 	 	 
	 

	 	o
	 	Individual	 	 
	 

	 	o
	 	Joint Tenants with Right of Survivorship (Both signatures must appear on page 6.)	 	 
	 

	 	o
	 	Corporation, Limited Liability Company or Partnership
(Corporate Resolutions, Operating Agreement or Partnership Agreement must be
enclosed.)	 	 
	 

	 	o
	 	Trust	 	 
	 

	 	 	 	     Trustee’s Name:                                                                                	 	 
	 

	 	 	 	     Trust Date:                                                                                	 	 
	 

	 	o
	 	Other: Provide detailed information in the space immediately below.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 







	 	2.	 	Subscriber’s Taxpayer Information. Check the appropriate box if you are a
non-resident alien, a U.S. Citizen residing outside the United States, and/or subject
to backup withholding. All individual subscribers should provide their Social Security
Numbers. Trusts should provide the trust’s taxpayer identification number. Custodians
should provide the minor’s Social Security Number. Other entities should provide the
entity’s taxpayer identification number.





	 	 	 	 	 
	 

	 	o
	 	Check box if you are a non-resident alien
	 

	 	o
	 	Check box if you are a U.S. citizen residing outside of the United States
	 

	 	o
	 	Check this box if you are subject to backup withholding






	 	 	 	 	 	 	 
	 

	 	Subscriber’s Social Security No.	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Joint Subscriber’s Social Security No.	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Taxpayer Identification No.	 	 	 	 
	 

	 	 	 	 	 	 






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





	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.	 	 	State of Residence.	 	 	 	 
	 

	 	 	 	 	 	State of Principal Residence:	 	 	 	 
	 

	 	 	 	 	 	State where driver’s license is issued:
	 	 

	 	 
	 

	 	 	 	 	 	State where resident income taxes are filed:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 






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




	 	 	 	 	 	 	 
	 

	 	a.
	 	b.
	 	c.






3









 







	 	5.	 	Suitability Standards. You cannot invest in E Energy Adams unless you meet one
of the following suitability tests (a or b) set forth below. Please review the
suitability tests and check the box next to the following suitability test that you
meet. For husbands and wives purchasing jointly, the tests below will be applied on a
joint basis.





	 	 	 	 	 	 	 
	 

	 	a.
	 	o
	 	I (We) have annual income from whatever source of
at least $45,000 and a net worth of at least $45,000, exclusive of
home, furnishings and automobiles; or
	 
	 	 	 	 	 	 
	 

	 	b.
	 	o
	 	I (We) have a net worth of at least $100,000,
exclusive of home, furnishings and automobiles.







	 	6.	 	Subscriber’s Representations and Warranties. You must read and certify your
representations and warranties by placing your initials where indicated and by signing
and dating this Subscription Agreement. Joint subscribers are also required to initial
and sign as indicated.





	 	 	 
	(Initial here)

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






	 	 	 	 	 
	
 


	 	a.
	 	has received a copy of E Energy Adams’s Prospectus dated [DATE
OF EFFECTIVENESS] and the exhibits thereto;

	 
	
 


	 	b.
	 	has been informed that the units of E Energy Adams are offered
and sold in reliance upon a federal securities registration; state
registrations in Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and
Florida; and exemptions from securities registrations in various other states,
and understands that the units to be issued pursuant to this subscription
agreement can only be sold to a person meeting requirements of suitability;

	 
	
 


	 	c.
	 	has been informed that the securities purchased pursuant to
this Subscription Agreement have not been registered under the securities laws
of any state other than Nebraska, Iowa, Kansas, Missouri, Wisconsin, South
Dakota and Florida and that E Energy Adams is relying in part upon the
representations of the undersigned Subscriber contained herein;

	 
	
 


	 	d.
	 	has been informed that the securities subscribed for have not
been approved or disapproved by the SEC, or the Nebraska, Iowa, Kansas,
Missouri, Wisconsin, South Dakota and Florida Securities Departments or any
other regulatory authority, nor has any regulatory authority passed upon the
accuracy or adequacy of the Prospectus;

	 
	
 


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

	 
	
 


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

	 
	
 


	 	g.
	 	has been encouraged to seek the advice of his legal counsel and
accountants or other financial advisers with respect to investor-specific tax
and/or other considerations relating to the purchase and ownership of
units;                    h. has received a copy of the E Energy Adams Operating Agreement,
dated April 25, 2005, and understands that upon closing the escrow by E Energy
Adams, the subscriber and the membership units will be bound by the provisions
of the Operating Agreement which contains, among other things, provisions that
restrict the transfer of membership units;
	 
	 	 	 	 

	 

	 
	
 


	 	i.
	 	understands that the units are subject to substantial
restrictions on transfer under certain tax and securities laws along with
restrictions in the E Energy Adams Operating Agreement, and agrees that if the
membership units or any part thereof are sold or distributed in the future, the
subscriber shall sell or distribute them pursuant to the terms of the Operating
Agreement, and the requirements of the Securities Act of 1933, as amended, and
applicable tax and securities laws;

	 
	
 


	 	j.
	 	meets the suitability test marked in Item E.5 above and is
capable of bearing the economic risk of this investment, including the possible
total loss of the investment;






4









 






	 	 	 	 	 
	
 


	 	k.
	 	understands that E Energy Adams will place a restrictive legend
on any certificate representing any unit containing substantially the following
language as the same may be amended by the Directors of E Energy Adams in their
sole discretion:
	 
	 	 	 	 
	 

	 	 	 	THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR
WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED
AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE
EXTENT SUCH SALE, TRANSFER, HYPOTHECATION OR ASSIGNMENT IS PERMITTED
BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND
FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING
AGREEMENT.
	 
	 	 	 	 
	 

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

	 
	
 


	 	l.
	 	understands that, to enforce the above legend, E Energy Adams
may place a stop transfer order with its registrar and stock transfer agent (if
any) covering all certificates representing any of the membership units;

	 
	
 


	 	m.
	 	may not transfer or assign this Subscription Agreement, or any of the subscriber’s
interest herein without the prior written consent of E Energy Adams;

	 
	
 


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

	 
	
 


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

	 
	
 


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

	 
	
 


	 	q.
	 	acknowledges that E Energy Adams may retain possession of certificates representing
subscriber’s units to perfect its security interest in those units.






5









 






     Signature of Subscriber/Joint Subscriber:



	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Individuals:

	 	 	 	Entities:
	 
	 	 	 	 
	 

	 	 	 	 
	Name of Individual Subscriber (Please Print)

	 	 	 	Name of Entity (Please Print)
	 
	 	 	 	 
	 

	 	 	 	 
	Signature of Individual

	 	 	 	Print Name and Title of Officer
	 
	 	 	 	 
	 

	 	 	 	 
	Name of Joint Individual Subscriber (Please Print)

	 	 	 	Signature of Officer
	 
	 	 	 	 
	 


	 	 	 	 
	Signature of Joint Individual Subscriber
	 	 	 	 






ACCEPTANCE OF SUBSCRIPTION BY E ENERGY ADAMS, LLC:




E Energy Adams, LLC hereby accepts Subscriber’s subscription for                    units.




Dated this                                        day of                                        , 200                    .




E ENERGY ADAMS, LLC




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 






6









 






PROMISSORY NOTE AND SECURITY AGREEMENT




Date of Subscription Agreement:                                                             , 200__.




$10,000 per Unit




Minimum Investment of 2 Units ($20,000); Units Sold in 1 Unit Increments Thereafter ($10,000 each)




	 	 	 
	 

	 	Number of Units Subscribed
	 


	 	 
	 

	 	Total Purchase Price ($10,000 per unit multiplied by number of units subscribed)
	 


	 	 
	(                      )

	 	Less Initial Payment (10% of Principal Amount)
	 


	 	 
	 

	 	Principal Balance
	 


	 	 





FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of E Energy Adams, LLC, a
Nebraska limited liability company (“E Energy Adams”), at its principal office located 510 Main
Street, P.O. Box 49, Adams, Nebraska 68301, or at such other place as required by E Energy Adams,
the Principal Balance set forth above in one lump sum to be paid without interest within 20 days
following the call of the E Energy Adams Board of Directors, as described in the Subscription
Agreement. In the event the undersigned fails to timely make any payment owed, the entire balance
of any amounts due under this full recourse Promissory Note and Security Agreement shall be
immediately due and payable in full with interest at the rate of 12% per annum from the due date
and any amounts previously paid in relation to the obligation evidenced by this Promissory Note and
Security Agreement may be forfeited at the discretion of E Energy Adams.



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



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



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



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




Dated:                                        , 2005                                        .




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

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

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






7









 






Exhibit A




MEMBER SIGNATURE PAGE




ADDENDA

TO THE

OPERATING AGREEMENT OF

E ENERGY ADAMS, LLC




     The undersigned does hereby represent and warrant that the undersigned, as a condition to
becoming a Member in E Energy Adams, LLC, has received a copy of the Operating Agreement, dated
April 25, 2005, and, if applicable, all amendments and modifications thereto, and does hereby agree
that the undersigned, along with the other parties to the Operating Agreement, shall be subject to
and comply with all terms and conditions of said Operating Agreement in all respects as if the
undersigned had executed said Operating Agreement on the original date thereof and that the
undersigned is and shall be bound by all of the provisions of said Operating Agreement from and
after the date of execution hereof.



	 	 	 	 	 
	Individuals:

	 	 	 	Entities:
	 
	 

	 	 	 	 
	Date

	 	 	 	Date
	 
	 	 	 	 
	 

	 	 	 	 
	Name of Individual Member (Please Print)

	 	 	 	Name of Entity (Please Print)
	 
	 	 	 	 
	 

	 	 	 	 
	Signature of Individual

	 	 	 	Print Name and Title of Officer
	 
	 	 	 	 
	 

	 	 	 	 
	Name of Joint Individual Member (Please Print)

	 	 	 	Signature of Officer
	 
	 	 	 	 
	 


	 	 	 	 
	Signature of Joint Individual Member
	 	 	 	 
	 
	 	 	 	 
	Agreed to and accepted on behalf of the

	 	 	 	 
	Company and its Members:
	 	 	 	 
	 
	 	 	 	 
	E ENERGY ADAMS, LLC
	 	 	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 
	Date: