exv4w2



 





Exhibit 4.2




AGASSIZ ENERGY, LLC




SUBSCRIPTION AGREEMENT




Limited Liability Company Membership Units




$1.00 per Unit




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

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



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




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



	 	 	 	 	 	 	 
	1.

	 	Subscribers’ Printed Name	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	2.

	 	Title, if applicable:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 
	3.

	 	Subscriber’s Address:	 	 






	 	 	 	 	 	 	 
	 

	 	Street	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	City, State, Zip Code	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	4.

	 	Telephone:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	5.

	 	Email Address:	 	 	 	 
	 

	 	 	 	 

	 	 






     B. NUMBER OF UNITS PURCHASED. You must purchase at least 20,000 units. We presently have
4,636,500 units outstanding. The maximum number of units to be sold
is 77,878,000.



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



	 	 	 	 	 	 	 	 	 	 	 
	1. Total Purchase Price

	 	=	 	2. 1st Installment
	 	+	 	3. 2nd Installment	 	 
	 

$1.00 Per Unit multiplied by the

	 	 	 
(10% of the Total Purchase Price)
	 	 	 
(90% of the Total)	 	 
	number in box B above)
	 	 	 	 	 	 	 	 	 	 






 









 






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



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



     1. Complete all information required in this Subscription Agreement, and date and sign the
Subscription Agreement on page 8 and the Member Signature Page to our Amended and Restated Member
Control Agreement attached to this Subscription Agreement as Exhibit A.



     2. Immediately provide your personal (or business) check for the first installment of ten
percent (10%) of your investment amount made payable to “(Escrow Name).” You will determine this
amount in box C.2 on page 1 of this Subscription Agreement.



     3. Execute the Promissory Note and Security Agreement on page 9 of this Subscription Agreement
evidencing your commitment to pay the remaining ninety percent (90%) due for the Units that is
attached to this Subscription Agreement and grant Agassiz Energy a security interest in your Units.



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



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






     5. Upon written notice from Agassiz Energy stating that its sales of Units have exceeded the
Minimum Offering amount of $50,000,000, you must, within thirty (30) days, secure an additional
personal (or business) check for the second installment of ninety percent (90%) of your investment
amount made payable to “(Escrow Name)” in satisfaction of the Promissory Note and Security
Agreement. You will determine this amount in box C.3 on page 1 of this Subscription Agreement.
You must deliver this check to the same address set forth above in Instruction 4 within thirty (30)
days of the date of Agassiz Energy’s written notice. If you fail to pay the second installment
pursuant to the Promissory Note and Security Agreement, Agassiz Energy shall be entitled to retain
your first installment and to seek other damages, as provided in the Promissory Note and Security
Agreement.



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



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




     1. Complete all information required in this Subscription Agreement, and date and sign the
Subscription Agreement on page 8 and the Member Signature Page to our Amended and Restated Member
Control Agreement attached to this Subscription Agreement as Exhibit A.



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



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



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






     If you are subscribing after we have released funds from escrow and we accept your investment,
your funds will be immediately at-risk as described in the Prospectus. Agassiz Energy may, in its
sole discretion, reject or accept any part or all of your subscription. If Agassiz Energy rejects
your subscription, your Subscription Agreement and investment will be returned to you promptly,
plus nominal interest, minus escrow fees. Agassiz Energy may not consider the acceptance or
rejection of your subscription until a future date near the end of this offering. You may direct
your questions to one of our governors listed below or to Agassiz Energy at 218-281-8442.



	 	 	 
	Governor

	 	Cell Number
	 

	 	 
	Donald Sargeant

	 	218-281-8442
	Wayne Wagner

	 	218-281-6914
	John Vallager

	 	218-281-3789






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



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





	 	E.	 	AGASSIZ ENERGY DISCLOSURES
	 	 
	 	1.	 	The Units of Agassiz Energy are offered and sold in reliance upon a federal
securities registration; South Dakota, North Dakota and Minnesota securities
registrations; and exemptions from securities registrations in various other states,
and the Units to be issued pursuant to this subscription agreement can only be sold to
a person meeting requirements of suitability;
	 	 
	 	2.	 	The securities purchased pursuant to this Subscription Agreement have not been
registered under the securities laws of any state other than the States of South




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	 	 	Dakota, North Dakota and Minnesota, and Agassiz Energy is relying in part upon the
representations of the undersigned Subscriber contained herein;
	 
	3.	 	The securities subscribed for have not been approved or disapproved by the
South Dakota, North Dakota or Minnesota Securities Departments or any other regulatory
authority, nor has any regulatory authority passed upon the accuracy or adequacy of the
Prospectus;
	 
	4.	 	To enforce transfer restrictions, Agassiz Energy may place a stop transfer
order with its registrar and stock transfer agent (if any) covering all certificates
representing any of the membership units.





F. ADDITIONAL SUBSCRIBER INFORMATION. The subscriber, named above, certifies the following
under penalties of perjury:




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





	 	 	 	 	 
	 

	 	o
	 	Individual
	 

	 	o
	 	Joint Tenants with Right of Survivorship (Both signatures must appear
on Page 8.)
	 

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

	 	o
	 	Trust






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Trustee’s Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Trust Date:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 
	 

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






	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 







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





	 	 	 	 	 
	 

	 	o
	 	Check box if you are a non-resident alien
	 

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

	 	o
	 	Check this box if you are subject
to backup withholding Subscriber’s Social Security No.
________________







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	 	 	 	Joint Subscriber’s Social Security No.	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Taxpayer Identification No.	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







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





	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 







	4.	 	State of Residence.





	 	 	 	 	 	 	 
	 

	 	  State of Principal Residence:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	 

	 	State where driver’s license is issued:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	 

	 	State where resident income taxes are filed:	 	 	 	 
	 

	 	 	 	 

	 	 








	 	 	 	 	 
	 

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

	 	 	 	 









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





	 	 	 	 	 	 	 
	 

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






	 	 	 	 	 	 	 
	 

	 	b.
	 	o
	 	I (We) have a net worth of at least $150,000, exclusive of
home, furnishings and automobiles.






	 	 	 	 	 	 	 
	 

	 	c.
	 	o
	 	I am a North Dakota resident and my total investment does not
exceed 10% of my net worth, exclusive of my home furnishings and automobiles.







	6.	 	Subscriber’s Representations and Warranties. You must read and certify your
representations and warranties and sign and date this Subscription Agreement.
	 
	 	 	By signing below the subscriber represents and warrants to Agassiz Energy that he,
she or it:






	 	a.	 	has received a copy of Agassiz Energy’s Prospectus dated
[effective date] and the exhibits thereto;
	 
	 	b.	 	intends to acquire the Units for his/her/its own account
without a view to public distribution or resale and that he/she/it has no
contract, undertaking, agreement or arrangement to sell or otherwise transfer
or dispose of any Units or any portion thereof to any other person;




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	 	c.	 	understands that there is no present market for Agassiz
Energy’s membership units, that the membership units will not trade on an
exchange or automatic quotation system, that no such market is expected to
develop in the future and that there are significant restrictions on the
transferability of the membership units;
	 
	 	d.	 	has received a copy of the Agassiz Energy Second Amended and
Restated Member Control Agreement, dated September 6, 2006, and understands
that upon closing the escrow by Agassiz Energy, the subscriber and the
membership units will be bound by the provisions of the Member Control
Agreement which contains, among other things, provisions that restrict the
transfer of membership units;
	 
	 	e.	 	understands that the Units are subject to substantial
restrictions on transfer under state securities laws along with restrictions in
the Agassiz Energy Member Control Agreement and agrees that if the membership
units or any part thereof are sold or distributed in the future, the subscriber
shall sell or distribute them pursuant to the terms of the Member Control
Agreement, and the requirements of the Securities Act of 1933, as amended, and
applicable state securities laws;
	 
	 	f.	 	meets the suitability test marked in Item 5 above;
	 
	 	g.	 	understands that Agassiz Energy will place a restrictive legend
on any certificate representing any unit containing substantially the following
language as the same may be amended by the Governors of Agassiz Energy in their
sole discretion:
	 
	 	 	 	THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE
IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO
ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS
HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT
SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS
COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND
THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT OF THE
COMPANY, AS AMENDED FROM TIME TO TIME.
	 
	 	 	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR
SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH




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	 	 	 	TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
	 
	 	h.	 	may not transfer or assign this subscription agreement, or any
of the subscriber’s interest herein;
	 
	 	i.	 	has written his, her, or its correct taxpayer identification
number under Item E.2 on this subscription agreement;
	 
	 	j.	 	is not subject to back up withholding either because he, she or
it has not been notified by the Internal Revenue Service (“IRS”) that he, she
or it is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified him, her or it that he is no
longer subject to backup withholding (Note this clause (p) should be crossed
out if the backup withholding box in Item E.2 is checked);
	 
	 	k.	 	understands that execution of the attached Promissory Note and
Security Agreement will allow Agassiz Energy or its assigns to pursue the
obligor for payment of the amount due thereon by any legal means, including,
but not limited to, acquisition of a judgment against the obligor in the event
that the subscriber defaults on that Promissory Note and Security Agreement;
and
	 
	 	l.	 	acknowledges that Agassiz Energy may retain possession of
certificates representing subscriber’s Units to perfect its security interest
in those Units.




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Signature of Subscriber/ Joint Subscriber:




	 	 	 
	Date:


 

	 	 
	 
	 	 
	Individuals:

	 	Entities:
	 
	 	 
	 

	 	 
	Name of Individual Subscriber (Please Print)

	Name of Entity (Please Print)
	 
	 	 
	 

	 	 
	Signature of Individual

	 	Print Name and Title of Officer
	 
	 	 
	 

	 	 
	Name of Joint Individual Subscriber (Please Print)

	Signature of Officer
	 
	 

	 	 
	Signature of Joint Individual Subscriber
	 	 






ACCEPTANCE OF SUBSCRIPTION BY

AGASSIZ ENERGY, LLC:




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




Dated this                      day of                                        , 200__




AGASSIZ ENERGY, LLC




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 





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





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PROMISSORY NOTE AND SECURITY AGREEMENT




     Date of Subscription Agreement:                                         , 200                    .



$1.00 per Unit




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

20,000 Unit Subject to Waiver Increments Thereafter ($5,000)




	 	 	 
	                                        

	 	Number of Units subscribed
	 
	 	 
	                                        

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

	 	Initial Payment (10% of Principal Amount)
	 
	 	 
	                                        

	 	Principal Balance





FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of Agassiz Energy, LLC, a
Minnesota limited liability company (“Agassiz Energy”), at its principal office located 510 County
Road 71, Technology Park, Crookston, MN 56716, or at such other place as required by Agassiz
Energy, the Principal Balance set forth above in one lump sum to be paid without interest within 30
days following the call of the Agassiz Energy Board of Governors, as described in the Subscription
Agreement. In the event the undersigned fails to timely make any payment owed, the entire balance
of any amounts due under this full recourse Promissory Note and Security Agreement shall be
immediately due and payable in full with interest at the rate of 12% per annum from the due date
and any amounts previously paid in relation to the obligation evidenced by this Promissory Note and
Security Agreement may be forfeited at the discretion of Agassiz Energy.



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



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



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



The undersigned grants to Agassiz Energy, and its successors and assigns (“Secured Party”), a
purchase money security interest in all of the undersigned’s Membership Units of Agassiz Energy now
owned or hereafter acquired. This security interest is granted as non-exclusive


 









 






collateral to secure payment and performance on the obligation owed Secured Party from the
undersigned evidenced by this Promissory Note and Security Agreement. The undersigned further
authorizes Secured Party to retain possession of certificates representing such Membership Units
and to take any other actions necessary to perfect the security interest granted herein.



Dated:                                         , 200                    




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

	 	 	 	Printed
 or Typed Name of Joint Obligor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 	 	 

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






-2-









 








EXHIBIT “A”




MEMBER SIGNATURE PAGE ADDENDA

TO THE AMENDED AND RESTATED

MEMBER CONTROL AGREEMENT OF AGASSIZ ENERGY, LLC




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



	 	 	 	 	 
	Individuals:

	 	Entities:	 	 
	 
	 	 	 	 
	 

Name of Individual Member (Please Print)

	 	 

Name of Entity (Please Print)
	 	 
	 
	 	 	 	 
	 

Signature of Individual

	 	 

Print Name and Title of Officer
	 	 
	 
	 	 	 	 
	 

Name of Joint Individual Member (Please Print)

	 	 

Signature of Officer
	 	 
	
	 	 	 	 






Signature
                                                                                    
   




Agreed and accepted on behalf of the Company and its Members:




AGASSIZ ENERGY, LLC




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its: