EXHIBIT 4.2


 


 


AKRON
RIVERVIEW CORN PROCESSORS, LLC


SUBSCRIPTION AGREEMENT


Limited Liability Company Membership Units


$1,000 per
Unit


Minimum Investment of 25 Units
($25,000)

1 Unit Increments Thereafter ($1,000)


The undersigned subscriber (“Subscriber”), desiring to
become a member Akron Riverview Corn Processors, LLC (“ARCP”), an Iowa limited
liability company, with its principal place of business at 4808 F Avenue,
Marcus, Iowa 51035 hereby subscribes for the purchase of membership units of
ARCP, 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

  	
   

  
	
  5.

  	
  Home Telephone Number

  	
   

  
	
  6.

  	
  Business Telephone Number

  	
   

  
	
  7.

  	
  Mobile Telephone Number

  	
   

  



 


B.            NUMBER OF UNITS PURCHASED. You must purchase at least
25 units.  The minimum number of units to
be sold is 70,000 and the maximum number of units to be sold in the offering is
100,000.


	
  

  	
  

  Unit(s)   

  	
   

  



 


 


C.                                     PURCHASE PRICE.  Indicate the dollar amount of your investment
(minimum investment is $25,000).


	
    Total Purchase Price

  ($1,000 per unit
  multiplied

  by number of units)

  	
  =

  	
    1st Installment

  (10% of Total Purchase
  Price)

  	
  +

  	
    2nd Installment

  (90% of Total Purchase
  Price)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  1.

  	
   

  =

  	
   

  2.

  	
   

  +

  	
   

  3.

  



 


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 ARCP.


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 “                                    , escrow
agent for ARCP, 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 grants ARCP, 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:


Akron Riverview Corn Processors, LLC


c/o LSCP, LLLP


4808 F Avenue


Marcus, Iowa 51035


5.            Within 20 days of written notice
from ARCP 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 “                                          , escrow agent for Akron Riverview Corn Processors, 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 ARCP’s written notice. If
you fail to pay the second installment pursuant to the Promissory Note and
Security Agreement, ARCP 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 ARCP’s escrow
account at                                      .  The funds will be released to ARCP or
returned to you in accordance with the escrow agreement described in the
Prospectus.  ARCP, in its sole
discretion, may reject or accept part or all of your subscription.  If ARCP rejects your subscription, your
Subscription Agreement and investment will be promptly returned to you, plus
nominal interest, less escrow fees.  ARCP
may defer consideration of 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 “Akron Riverview Corn Processors, 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:


Akron Riverview Corn Processors, LLC


c/o LSCP, LLLP


4808 F Avenue


Marcus, Iowa 51035


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.  ARCP may, in its sole discretion, reject or accept part or all of your
subscription.  If ARCP rejects your
subscription, your Subscription Agreement and investment will be returned to
you promptly.  ARCP may defer
consideration of the acceptance or rejection of your subscription until a
future date near the end of this offering.



 2
 









You may
direct your questions to any of our directors or officers listed below or to
ARCP c/o LSCP, LLLP at (712) 376-2800.


	
  NAME

  	
   

  	
  POSITION

  	
   

  	
  PHONE NUMBER

  
	
  Steve Roe

  	
   

  	
  Chief Executive Officer

  	
   

  	
  (712) 376-2800

  
	
  Gary Grotjohn

  	
   

  	
  Chief Financial Officer

  	
   

  	
  (712) 376-2800

  
	
  Myron Pingel

  	
   

  	
  Vice Chairman and Director

  	
   

  	
  (712) 225-2167

  
	
  Tim Ohlson

  	
   

  	
  Secretary and Director

  	
   

  	
  (712) 443/8816

  
	
  Verdell Johnson

  	
   

  	
  Director

  	
   

  	
  (712) 436-2215

  
	
  Vince Davis

  	
   

  	
  Director

  	
   

  	
  (712) 299-1212

  



 


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 Resolution, 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.

  	
   

  	
   

  	
   

  
	
  Taxpayer
  Identification No.

  	
   

  	
   

  	
   

  
	
  Joint
  Subscriber’s Social Security 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 ARCP 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 $65,000 and a
net worth of at least $65,000, exclusive of home, furnishings and automobiles;
or


b.  o                   I
(We) have a net worth of at least $175,000, 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)
(Joint initials) By signing below the subscriber represents and warrants to
ARCP that he, she or it:


	
                     

  	
   

  	
                  

  	
   

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

  
	
                  

  	
   

  	
   

  	
   

  	
   

  
	
                     

  	
   

  	
                  

  	
   

  	
  b.             has
  been informed that the units of ARCP are offered and sold in reliance upon a
  federal securities registration; state registrations in Iowa, Nebraska and
  South Dakota; 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 Iowa, Nebraska and South Dakota and that ARCP 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 Iowa, Nebraska and South Dakota Securities
  Departments or any other regulatory authority, nor has any regulatory
  authority passed upon the accuracy or adequacy of the Prospectus;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                     

  	
   

  	
                  

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                     

  	
   

  	
                  

  	
   

  	
  f.              understands
  that there is no present market for ARCP’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 ARCP Operating Agreement, dated November 27, 2006, and
  understands that upon closing the escrow by ARCP, 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 ARCP 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;

  



 



 4
 









 


	
                     

  	
   

  	
                  

  	
   

  	
  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;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                     

  	
   

  	
                  

  	
   

  	
  k.             understands
  that ARCP 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 ARCP 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 OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                     

  	
   

  	
                  

  	
   

  	
  l.              understands
  that, to enforce the above legend, ARCP 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 ARCP;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                     

  	
   

  	
                  

  	
                  

  	
  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 (o) 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 ARCP 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 ARCP 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 AKRON RIVERVIEW CORN PROCESSORS, LLC:


Akron
Riverview Corn Processors, LLC hereby accepts Subscriber’s subscription for                        
units.


Dated this                
day of                                           ,
200         .


Akron Riverview Corn Processors, LLC


By:
                                                                                             


Its:
                                                                                              



 6
 









PROMISSORY
NOTE AND SECURITY AGREEMENT


Date of Subscription
Agreement:                                                               
, 200     .


$1,000 per
Unit


Minimum Investment of 25 Unit
($25,000); Units Sold in 1 Unit Increments Thereafter ($1,000 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 Akron Riverview Corn Processors, LLC, an Iowa limited
liability company (“ARCP”), at its principal office located at 4808 F Avenue,
Marcus, Iowa 51035,
or at such other place as required by ARCP, the Principal Balance set forth
above in one lump sum to be paid without interest within 20 days following the
call of the ARCP 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 ARCP.


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


The provisions of this Promissory Note and Security
Agreement shall inure to the benefit of ARCP 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 ARCP, and its successors and
assigns (“Secured Party”), a purchase money security interest in all of the
undersigned’s membership units of ARCP 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

  	
   

  	
   

  
					



 



 7














Exhibit A


MEMBER
SIGNATURE PAGE


ADDENDUM
TO THE

OPERATING AGREEMENT

OF AKRON RIVERVIEW CORN PROCESSORS, LLC


The
undersigned does hereby warrant, represent, covenant and agree that:  (i) the undersigned, as a condition to
becoming a Member in Akron Riverview Corn Processors, LLC, has received a copy
of the Operating Agreement dated November 27, 2006, and, if applicable, all
amendments and modifications thereto; (ii) the undersigned shall be subject to
and comply with all terms and conditions of such Operating Agreement in all
respects, as if the undersigned had executed said Operating Agreement on the
original date thereof; and (iii) the undersigned is and shall be bound by all
of the provisions of said Operating Agreement from and after the date of
execution of this Addendum.


	
  Individuals:

  	
   

  	
  Entities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Individual Member (Please Print)

  	
   

  	
  Name of Entity (Please Print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Individual

  	
   

  	
  Print Name and Title of Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Joint Individual Member (Please Print)

  	
   

  	
  Signature of Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Joint Individual Member

  	
   

  	
   

  



 


With respect to
this Member Signature Page, the Member’s Class of Membership Units is Class:

(Identify)               A  o                       B  o


Agreed to and Accepted on Behalf
of the


Company
and its Members:


AKRON RIVERVIEW
CORN PROCESSORS, LLC


By:                                                                                


Its: