exv4w2



 





EXHIBIT 4.2




AMAIZING ENERGY HOLDING COMPANY, LLC




SUBSCRIPTION AGREEMENT




Limited Liability Company Membership Units




$                      per Unit




Minimum Investment of ___Units ($25,000)

Increments of ___Units Thereafter ($5,000)



The undersigned subscriber (sometimes referred to as “you” or the “Subscriber”), desiring to become
a member of Amaizing Energy Holding Company, LLC, an Iowa limited liability company, with its
principal place of business at 2404 West Highway 30, Denison, Iowa (the “Company”), hereby
subscribes for the purchase of membership units (“Units”) of the Company, and agrees to pay the
related purchase price, identified below.



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




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Subscriber’s Printed Name
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	2.	 	 	Title, if applicable:
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	3.	 	 	Subscriber’s Address:
	 	 	 	 
	 	 	 	 	Street
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	City, State, Zip Code
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	4.	 	 	Telephone:
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	5.	 	 	E-mail Address:
	 	 	 	 
	 	 	 	 	 
	 	 	 




B. NUMBER OF UNITS PURCHASED. You must purchase at least                      Units. The minimum number of
units to be sold is                      and the maximum number of units to be sold in the offering is
                    . Please indicate the number of Units you are purchasing in the following box:



 



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











	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 the Company. 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









 






     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 the Company’s
Operating Agreement attached to this Subscription Agreement as EXHIBIT “A.”




     2. Provide your personal (or business) check for the first installment of ten percent
(10%) of your investment amount made payable to “___, escrow agent for Amaizing
Energy Holding Company, 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 obligation to pay the remaining ninety percent (90%) due for the
Units and granting the Company a security interest in your Units.




     4. Deliver each of the original executed documents referenced in numbered paragraphs 1
and 3 of these instructions, together with your personal or business check referenced in
numbered paragraph 2 of these instructions to either of the following:


Amaizing Energy Holding Company, LLC

Attention: Al Jentz                      Attention:

2404 West Highway 30

Denison, IA 51442                 OR





     5. Within thirty (30) days of your receipt of written notice from the Company stating
that its sales of Units have exceeded the minimum offering amount of $40,000,000, you must
deliver to the Company at either of the addresses referenced in numbered paragraph 4 of
these instructions an additional personal (or business) check for the remaining ninety
percent (90%) of your investment amount made payable to “                    , escrow agent for
Amaizing Energy Holding Company, LLC,” in satisfaction of your deferred payment obligations
under the Promissory Note and Security Agreement. You will determine this amount in box C.3
on page 1 of this Subscription Agreement. If you fail to pay the second installment
pursuant to the Promissory Note and Security Agreement, the Company shall be entitled to
retain your first installment and to seek other damages, as provided in the Promissory Note
and Security Agreement.




     If you are subscribing prior to release of funds from escrow, your funds will be placed
in the Company’s escrow account at                     . The funds will be released to the Company
or returned to you in accordance with the escrow arrangements described in the Prospectus.
The Company may, in its sole discretion, reject or accept any part or all of your
subscription. If the Company rejects your subscription, your Subscription Agreement and
investment will be promptly returned to you, plus nominal interest, minus escrow fees. It
is likely that the Company may not consider the acceptance or rejection of your subscription
until a future date near the end of this offering.




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




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




     2. 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 “Amaizing Energy Holding Company, LLC.”




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


Amaizing Energy Holding Company, LLC

Attention: Al Jentz





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2404 West Highway 30

Denison, IA 51442





     If you are subscribing after the Company has released funds from escrow and the Company
accepts your investment, your funds will be immediately at-risk as described in the
Prospectus. The Company may, in its sole discretion, reject or accept any part or all of
your subscription. If the Company rejects your subscription, your Subscription Agreement
and investment will be returned to you promptly, plus nominal interest, minus escrow fees.
It is likely that the Company 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 directors listed below or to the Company at (712)
263-2676.




	 	 	 	 	 
	Name	 	Position	 	Phone number
	Sam Cogdill

	 	Chairman & CEO
	 	712-269-2234
	 
	 	 	 	 
	Al Jentz

	 	President and General Manager
	 	712-263-2676
	 
	 	 	 	 
	Becky Constant

	 	Vice President & Director
	 	712-566-2579
	 
	 	 	 	 
	Bill Hammitt

	 	Treasurer & Director
	 	712-743-2974
	 
	 	 	 	 
	Nick Cleveland

	 	Secretary & Director
	 	712-647-2631
	 
	 	 	 	 
	Craig Brodersen

	 	Director
	 	712-678-3723
	 
	 	 	 	 
	Dr. Mark A. Edelman

	 	Director
	 	515-298-1871
	 
	 	 	 	 
	Chuck Edwards

	 	Director
	 	712-243-2244
	 
	 	 	 	 
	Eugene Gochenour

	 	Director
	 	712-648-2562
	 
	 	 	 	 
	Steve Myers

	 	Director
	 	605-696-3100
	 
	 	 	 	 
	Garry Pellet

	 	Director
	 	712-243-3582
	 
	 	 	 	 
	Bill Preston

	 	Director
	 	402-330-2274
	 
	 	 	 	 
	Dave Reinhart

	 	Director
	 	515-523-1772
	 
	 	 	 	 
	David Reisz

	 	Director
	 	712-263-2783
	 
	 	 	 	 
	Tom Smith

	 	Director
	 	402-437-1026
	 
	 	 	 	 
	Don Sonntag

	 	Director
	 	712-249-1906
	 
	 	 	 	 
	Dave Stevens

	 	Director
	 	712-647-2727
	 
	 	 	 	 
	Dave VanderGriend

	 	Director
	 	316-977-6543







	E.	 	Additional Subscriber Information. The Subscriber 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, or are 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




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	 	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 above,
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.	 
	 	 	 	 	 	 	 	 	 	 	 






	 	5.	 	Suitability Standards. You cannot invest in the Company unless you meet one of
the following suitability tests (a or b or the heightened standards for Iowa, Kansas,
and Nebraska investors set forth in c), d), and e) 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 $150,000, exclusive of home, furnishings and automobiles.
	 
	 	c.	o	 I (We) reside in Iowa and I (We) have a net worth of $60,000 (exclusive of home, auto and
furnishings) and annual income of $60,000 or, in the alternative, a net worth of $150,000
(exclusive of home, auto and furnishings); or
	 
	 	d.	o	  I (We) reside in Kansas and I (We) have a net worth
of $60,000 (exclusive of home, auto and furnishings) and annual
income of $60,000 or, in the alternative, a net worth of $225,000
(exclusive of home, auto and furnishings).
	 
	 	e.	o	
I (We) reside in Nebraska and I (We) have a new worth of $65,000 (exclusive of home,
automobiles and furnishings) and annual income of $65,000 or, in the alternative, a net
worth of $175,000 (exclusive of home automobiles, and furnishings).
	 
	 	Please complete the following request for additional information:






	I.	 	Employment Information





	 	 	 	 	 	 	 	 	 
	A.	 	Name and Address of Employer:                                         	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.	 	Nature of Employer’s Business:	 	 
	 

	 	 	 	 	 	 	 	 





4









 






	 	 	 	 	 	 	 	 	 
	C.	 	Dates of Employment: 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	D.	 	Current Position or Title and Responsibilities:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	E.

	 	Age:	 	 	 	 	 	 
	 	 	 	 	 	 	 






	II.	 	Educational Background





	 	 	 	 	 	 	 
	SCHOOL	 	MAJOR	 	DEGREE(S)	 	YRS. ATTENDED
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 






	III.	 	Do you have such knowledge and experience in financial and business matters that you are
capable of evaluating the merits and risks of an investment in the Company?






     o   Yes                      o    No




	IV.	 	Do you understand the nature of an investment in the Company and the risks associated with
such an investment?






     o   Yes                      o    No




	V.	 	Do you understand that there is no guarantee of any financial return on this investment and
that you run the risk of losing your entire investment?






     o   Yes                      o    No




	VI.	 	This investment provides limited liquidity since the Units are not freely transferable and
the Members have limited rights to withdraw capital from or to withdraw as Members of the
Company, is this an acceptable limitation on your ownership of Units?






     o   Yes                      o    No




	VII.	 	Do you have adequate means of providing for your current needs and personal contingencies in
view of the fact that this investment provides limited liquidity?






     o   Yes                      o    No




	VIII.	 	If the investor is not a natural person:






	 	A.	 	Was the investing entity formed for the purpose of investing in the Company?






     o   Yes                      o    No




	 	B.	 	Did the shareholders, partners, members, or grantors of the investing entity,
as the case may be, contribute additional capital to such entity for the purpose of
purchasing Units?






     o   Yes                      o    No




	 	C.	 	Does the undersigned’s investment in the Company, together with its interests
in all other corporations, partnerships, trusts or associations represent more than ten
percent of the undersigned’s total assets?






     o   Yes                      o    No



5









 






	IX.	 	Have you ever invested in securities?






     o   Yes                      o    No




	X.	 	Have you ever invested in investment partnerships, venture capital funds, or other
non-marketable or restricted securities?






     o   Yes                      o    No




	XI.	 	Indicate the frequency of your investments in non-marketable securities:






     o    Often                      o   Occasional                      o  
 Seldom



Financial Information




	 	 	 	 	 
	 

	 	Net worth (exclusive of home,
home furnishings and
automobiles):
	 	Cash and cash equivalents and liquid
securities (includes stocks, bonds,
government obligations, etc., at fair market value):
	 
	 	 	 	 
	  
	 	o   Under $50,000	 	 
	  
	 	o   $50,000 — $250,000 	 	o   Under $50,000
	  
	 	o   $250,000 — $500,000 	 	o   $50,000 — $74,999
	 

	 	o   $500,000 — $1,000,000
	 	o   $75,000 — $99,999
	 

	 	o   Over $1,000,000
	 	o   Over $100,000
	 
	 	 	 	 
	 

	 	Investments in closely-held companies, personal business
and/or real estate:	 	Equity in all real estate, net of mortgages:
	 

	 	 	 	 
	 

	 	o   Under $25,000
	 	o   Under $50,000
	 

	 	o   $25,000 — $49,999
	 	o   $50,000 — $74,999
	 

	 	o   $50,000 — $74,999
	 	o   $75,000 — $99,999
	 

	 	o   Over $75,000
	 	o   Over $100,000
	 
	 	 	 	 
	 

	 	Other investments:
	 	Annual gross income:
	 
	 	 	 	 
	 

	 	o   Under $25,000
	 	 2003
	 

	 	o   $25,000 — $49,999
	 	o   Under $100,000
	 

	 	o   $50,000 — $74,999
	 	o   Over $100,000
	 

	 	o   Over $75,000	 	 
	 
	 	 	 	 
	 

	 	 	 	 2004
	 

	 	 	 	o   Under $100,000
	 

	 	 	 	o   Over $100,000
	 
	 	 	 	 
	 

	 	 	 	 2005
	 

	 	 	 	o   Under $100,000
	 

	 	 	 	o   Over $100,000







	 	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 the Company that he, she or
it:






	 	a.	 	has received a copy of the Company’s Prospectus dated
[effective date] and all exhibits thereto;
	 
	 	b.	 	has been informed that the Units of the Company are offered and
sold in reliance upon: (i) a federal securities registration; and (ii) Iowa,
Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other
states) securities registrations;




6









 












	 	c.	 	understands that the Units subscribed for pursuant to this
Subscription Agreement can only be sold to a person meeting requirements of
suitability;
	 
	 	d.	 	has been informed that the Units subscribed for pursuant to
this Subscription Agreement have not been registered under the securities laws
of any state other than the States of Iowa, Kansas, Nebraska, Missouri and
South Dakota (and, potentially, various other states), and that the Company is
relying in part upon the representations of the undersigned Subscriber
contained herein;
	 
	 	e.	 	has been informed that the Units subscribed for pursuant to
this Subscription Agreement have not been approved or disapproved by the Iowa,
Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other
states) Securities Departments or any other regulatory authority, nor has any
regulatory authority passed upon the accuracy or adequacy of the Prospectus;
	 
	 	f.	 	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 or entity;
	 
	 	g.	 	understands that: (i) there is no present market for the
Company’s Units; (ii) the Units will not trade on an exchange or automatic
quotation system; (iii) no such market is expected to develop in the future;
and (iv) there are significant restrictions on the transferability of the
Units;
	 
	 	h.	 	has been encouraged to rely upon the advice of his/her/its
legal counsel and accountants or other financial advisers with respect to the
tax and other considerations relating to the purchase of Units;
	 
	 	i.	 	has received a copy of the Company’s Operating Agreement, dated
January ___, 2007, and understands that upon closing the escrow by the Company,
the Subscriber and the Units will be bound by the provisions of the Operating
Agreement, including, among others, provisions restricting the transfer of
Units;
	 
	 	j.	 	understands that the Units are subject to substantial
restrictions on transfer under state securities laws in addition to the
restrictions contained in the Company’s Operating Agreement, and agrees that if
the Units or any part thereof are sold or distributed in the future, the
Subscriber shall sell or distribute them only in strict accordance with the
terms of the Company’s Operating Agreement, and the requirements of the
Securities Act of 1933, as amended, and applicable state securities laws;
	 
	 	k.	 	meets the suitability test marked in numbered paragraph 5 of
Section E of this Subscription Agreement, and is capable of bearing the
economic risk of this investment, including the possible total loss of the
investment;
	 
	 	l.	 	understands that the Company will place a restrictive legend on
any certificate representing Units, containing substantially the following
language as the same may be amended by the Company’s Directors 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



7









 






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.




	 	m.	 	understands that, to enforce the above legend, the Company may
place a stop transfer order with its registrar and stock transfer agent (if
any) covering all certificates representing Units;
	 
	 	n.	 	has sufficient knowledge and experience in business and
financial matters so as to be able to evaluate the merits and risks of an
investment in the Units;
	 
	 	o.	 	believes that the investment in Units is suitable for the
Subscriber and that he/she/it can bear the economic risk of the purchase of
Units, including the total loss of his/her/its investment;
	 
	 	p.	 	may not transfer or assign this Subscription Agreement, or any
of the Subscriber’s interest herein;
	 
	 	q.	 	has written his/her/its correct taxpayer identification number
under numbered paragraph 2 in Section E of this Subscription Agreement;
	 
	 	r.	 	is not subject to back up withholding, either because the
Subscriber has not been notified by the Internal Revenue Service (“IRS”) that
he/she/it is subject to backup withholding as a result of a failure to report
all interest or dividends, or because the IRS has notified the Subscriber that
he/she/it is no longer subject to backup withholding (Note this clause (r)
should be crossed out if the backup withholding box in numbered paragraph 2 of
Section E of this Subscription Agreement is checked);
	 
	 	s.	 	understands that execution of the Promissory Note and Security
Agreement on page 7 of this Subscription Agreement will allow the Company and
its successors and assigns to pursue the Subscriber for payment of the amount
due thereon by any legal means, including, but not limited to, acquisition of a
judgment against the Subscriber in the event that the Subscriber defaults on
that Promissory Note and Security Agreement; and
	 
	 	t.	 	acknowledges that the Company may retain possession of
certificates representing the Subscriber’s Units to perfect its security
interest in those Units.




8









 











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 AMAIZING ENERGY HOLDING COMPANY, LLC:



Amaizing Energy Holding Company, LLC hereby accepts the subscription for the above Units.



Dated this                      day of                                         , 200___.




AMAIZING ENERGY HOLDING COMPANY, LLC



By:                                         



Its:                                         





9









 








PROMISSORY NOTE AND SECURITY AGREEMENT



Date of Subscription Agreement:                     , 200_.




$                     per Unit




Minimum Investment of                      Units ($25,000),                     Unit Increments Thereafter ($5,000)




        
                Number of Units subscribed




                 
        Total Purchase Price
($       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 Amaizing Energy Holding,
LLC, an Iowa limited liability company (“Amaizing Energy Holding Company”), at its principal office
located at 2404 West Highway 30, Denison, IA 51442, or at such other place as required by Amaizing
Energy Holding Company, the Principal Balance set forth above in one lump sum to be paid without
interest within 30 days following the call of the Amaizing Energy Holding Company 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 Amaizing Energy Holding Company.



The undersigned agrees to pay to Amaizing Energy Holding Company 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
Amaizing Energy Holding Company 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 Amaizing Energy Holding Company, and its successors and assigns (“Secured
Party”), a purchase money security interest in all of the undersigned’s Membership Units of
Amaizing Energy Holding Company 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	 	 	 	 







10









 








EXHIBIT “A”




MEMBER SIGNATURE PAGE








ADDENDA

TO THE

AMENDED AND RESTATED OPERATING AGREEMENT

OF

AMAIZING ENERGY HOLDING COMPANY, LLC












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







	 	 	 
	Individuals:

	 	Entities:
	 
	 	 
	 

	 	 
	     Name of Individual Member (Please Print)

	 	     Name of Entity (Please Print)
	 
	 	 
	 

	 	 
	     Signature of Individual

	 	     Print Name and Title of Officer
	 
	 	 
	 

	 	 
	     Name of Joint Individual Member (Please Print)

	 	     Signature of Officer
	 
	 	 
	 


	 	 
	     Signature of Joint Individual Member
	 	 






Agreed and accepted on behalf of the

Company and its Members:




AMAIZING ENERGY HOLDING COMPANY, LLC




By:                                        




Its: