Common use of Subscriber's Representations and Warranties Clause in Contracts

Subscriber's Representations and Warranties. Subscriber represents and warrants that: (a) Subscriber has received, has carefully read and understands the Company's Business Plan; (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber 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 thatto Homeland Energy that he, she or it: (a) Subscriber a. has receivedreceived a copy of Homeland Energy’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; b. has been informed that the units of Homeland Energy are offered and sold in reliance upon a federal securities registration; state registrations in Florida, has carefully read Illinois, Iowa, Kansas, Minnesota, Missouri, South Dakota and Wisconsin; and exemptions from securities registrations in various other states, and understands that the Company's Business Planunits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than Florida, Illinois, Iowa, Kansas, Minnesota, Missouri, South Dakota and information which Wisconsin and that Homeland Energy is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the SEC, or the Florida, Illinois, Iowa, Kansas, Minnesota, Missouri, South Dakota and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to ask questions 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 Homeland 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; 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 answers from a copy of the Company concerning Homeland Energy Operating Agreement, dated March 9, 2006, and understands that upon closing the Companyescrow by Homeland Energy, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. understands that the units are subject to substantial restrictions on transfer under certain tax and securities laws along with restrictions in the foregoing information Homeland Energy Operating Agreement, and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas 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; k. understands that Homeland 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 Directors of Homeland 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 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, Homeland Energy may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do covering all certificates representing any of the membership units; m. may not include transfer or assign this Subscription Agreement, or any of the Company subscriber’s interest herein without the prior written consent of Homeland Energy; n. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this Subscription Agreement; (h) Subscriber understandso. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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 Homeland Energy or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and q. acknowledges that Homeland Energy may retain possession of certificates representing subscriber’s units to perfect its security interest in those units. Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

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 thatto 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: (ai) a federal securities registration; (ii) Illinois, Indiana, Iowa, Missouri and Wisconsin (and, potentially, various other states) securities registrations; and (iii) exemptions from securities registrations in Minnesota and various other states. 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 Illinois, Indiana, Iowa, Missouri and Wisconsin (and, potentially, various other states), and that the Company is relying in part upon the representations of the undersigned Subscriber contained herein; e. has receivedbeen informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Illinois, Indiana, Iowa, Missouri and Wisconsin (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has carefully read 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 February 16, 2006, as amended and restated on July 10, 2006, and understands that upon closing the Company's Business Plan; (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning escrow by the Company, the Note Subscriber and the Warrants and to obtain any additional information necessary to verify Units will be bound by the accuracy provisions of the information furnishedOperating Agreement, including, among others, provisions restricting the transfer of Units; (d) 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 has relied shall sell or distribute them only on in strict accordance with the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by terms of the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeCompany’s Operating Agreement, and the relevant books requirements of the Securities Act of 1933, as amended, and records 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 available upon reasonable notice, for inspection amended by investors during reasonable business hours at the Company's principal ’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 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 of businessa stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such n. has sufficient knowledge and experience in legal, business and financial and business matters so as to be capable of evaluating able to evaluate the merits and risks of investing 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 making an informed investment decision;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 (h) Subscriber understands, t. acknowledges and agrees that the Company is relying solely upon the representations may retain possession of certificates representing th Subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and warranties made herein in determining to sell Title of Officer Name of Joint Individual Subscriber the Note; (iPlease Print) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase Signature of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form Officer Signature of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below, the subscriber represents and warrants thatto GGE that he, she or it: (a) Subscriber a. has receivedreceived a copy of GGE's Prospectus; b. has been informed that the Units of GGE are offered and sold in reliance upon a federal securities registration, has carefully read an Iowa and a Minnesota securities registrations, and exemptions from securities registrations in various other states, and understands that the Company's Business PlanUnits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa and information which Minnesota, and that GGE is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the Iowa or Minnesota Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to ask questions 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 GGE'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 received answers from a copy of the Company concerning GGE Operating Agreement, and understands that upon closing the Companyescrow by GGE, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the foregoing information GGE Operating Agreement and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; i. 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; j. understands that GGE 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 GGE 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 AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. understands that, to enforce the above legend, GGE may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do not include covering all certificates representing any of the Company or its principals, representatives or counsel) have such membership units; l. has knowledge and experience in legal, business and financial and business matters as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Company and of making an informed investment decision; (h) Subscriber understandsUnits, acknowledges and agrees believes that the Company investment in Units is relying solely upon suitable for the representations subscriber and warranties made herein in determining to sell Subscriber can bear the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with economic risk of the purchase of Units including the Note. The Subscriber total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein; n. has written his, her, or its correct taxpayer identification number under Item E.2 on this subscription agreement; o. is not received any public media advertisements and subject to backup withholding either because he, she or it has not been solicited 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 GGE or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and q. acknowledges that GGE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units. Date: _____________________________ ___________________________________________ ___________________________________________ Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDName of Entity (Please Print) ___________________________________________ ___________________________________________ Signature of Individual Print Name and Title of Officer ___________________________________________ ___________________________________________ Name of Joint Individual Subscriber (Please Print) Signature of Officer Dated this day of , NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT200 . (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. The Subscriber represents hereby makes the representations and warrants that:warranties set forth below with the express intention that they be relied upon by the Company in determining the suitability of the Subscriber to purchase the Note. If the Subscriber is purchasing the Note subscribed for hereby in a fiduciary capacity, the representations and warranties set forth herein are made on behalf of the person or persons for whom the Subscriber is so purchasing. (a) If the Subscriber is an individual, he or she is a citizen of the United States, at least 21 years of age and a bona fide resident and domiciliary (not a temporary or a transient resident) of the state shown in Schedule A, and has received, has carefully read and understands the Company's Business Plan;no intention of becoming a resident of any other state or jurisdiction. (b) The Subscriber is fully aware that the Note subscribed for hereunder has not been registered under the Securities Act of 1933, as amended (the “Act”), or under any applicable state securities law. The Subscriber further understands that the Note is being sold will be issued in reliance on the exemptions from the registration requirements of the Act and in reliance on exemptions from the registration requirements of various state securities laws, on the grounds that the Offering has been furnished with all additional documents and information limited to investors who or which Subscriber has requested;qualify as accredited investors under the requirements of Rule 501(a) promulgated under the Act. (c) The Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, is acquiring the Note for his own account (or in such fiduciary capacity as is indicated) as principal for the Subscriber’s investment and the Warrants and not with a view to obtain any additional information necessary to verify the accuracy of the information furnished;resale or distribution. (d) Immediately prior to execution of this Agreement by the Subscriber, the Subscriber has relied only on was able to bear the foregoing information economic risk of the investment contemplated hereby, and documents in determining to make this subscription;either: (ei) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have had such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing the prospective investment; or (ii) The Subscriber and the Subscriber’s purchaser representative together had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the prospective investment. (e) The Subscriber (or the Subscriber’s purchaser representative if the Subscriber has authorized such): (i) acknowledges that the Company has given the Subscriber the opportunity to review the Company’s Form 10-KSB for the fiscal year ended December 31, 2003, Form 10-QSB for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 (the “Company SEC Reports”) and all of the other Securities and Exchange Commission filings of the Company; and (ii) has been given the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of the Offering and to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information that was otherwise provided, and the Subscriber has not been furnished any other offering literature or prospectus. (f) The Subscriber recognizes that purchase of the Note involves substantial risks and has taken full cognizance of and understands such risks. In deciding whether to purchase the Note subscribed for herein, the Subscriber has weighed these risks against the potential return. (g) Considering all relevant factors in the Company Subscriber’s financial (and, if an individual, personal) circumstances, the Subscriber is able to bear the economic risk of the investment. The Subscriber has adequate means of providing for the Subscriber’s current needs (and, if an individual, possible personal contingencies) and has no need in the foreseeable future for liquidity of making an informed the investment decision;in the Note. The Subscriber’s financial responsibility, measured by net worth and after-tax income, is such that the subscription for and purchase of the Note hereunder is not material when compared to the Subscriber’s total financial capacity. (h) The Subscriber understands, acknowledges fully understands and agrees that the Subscriber must bear the economic risk of investment in the Note for an indefinite period of time because, among other reasons, the Note being subscribed for hereunder has not been registered under the Act or under applicable state securities laws; there is no public market for the Note; there are substantial restrictions on the transferability of the Note being subscribed for hereunder and it may not be possible for the Subscriber to liquidate the investment. The Subscriber further understands that the Company is relying solely upon the representations and warranties made herein in determining under no obligation to sell Subscriber register the Note;. (i) The Subscriber has not paid or given any commission or other remuneration in connection with sought such accounting, legal and tax advice as the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; andconsidered necessary to make an informed investment decision. (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDThe Subscriber is aware that no federal or state agency has made any finding or determination as to the fairness of investment in the Note, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTnor any recommendation or endorsement of any such investment. (k) The Subscriber understands acknowledges that if a purchaser representative has been utilized by the meaning Subscriber in evaluating the investment as contemplated hereby, the Subscriber has been advised by such purchaser representative as to the merits and legal consequences risks of the foregoing representations investment in general and warranties. the suitability of the investment for the Subscriber in particular, and such purchaser representative has co-executed this Agreement. (l) The Subscriber certifies that each has received, completed and returned to the Company Schedule A relating to the Subscriber’s general ability to bear the risks of an investment in the Company and suitability as an investor in a private offering, and the Subscriber hereby affirms the correctness of the foregoing representations answers to Schedule A and warranties all other written or oral information concerning the Subscriber’s suitability provided to the Company by, or on behalf of, the Subscriber. (m) The Subscriber acknowledges and is true aware that the Note is a speculative investment which involves a high risk of loss by the Subscriber of his or its entire investment in the Company. (n) The Subscriber agrees to indemnify and correct hold harmless the Company and its affiliates from any liability, loss or expense (including reasonable attorney’s fees, judgments, fines and amounts paid in settlement, payable as incurred) if the Subscriber, alone or with others, breaches any of the date hereof and shall survive the execution hereof and the purchase of the Noterepresentations or warranties contained in this subscription offer.

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto SIBE that he, she or it: a. has received a copy of SIBE’s Prospectus dated [Effective Date] and all exhibits thereto; b. has been informed that the Units of SIBE are offered and sold in reliance upon: (ai) a federal securities registration; (ii) Alaska, Colorado, Illinois, Iowa, Missouri and Kansas securities registrations; and (iii) exemptions from securities registrations in various other states; c. understands that the Units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; d. has been informed that the Units to be issued pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the states of Alaska, Illinois, Iowa, Missouri, Kansas and Colorado, and that SIBE is relying in part upon the representations of the undersigned Subscriber contained herein; e. has receivedbeen informed that the Units subscribed for have not been approved or disapproved by the Alaska, Illinois, Iowa, Missouri, Kansas or Colorado securities agencies or regulators or any other regulatory authority, nor has carefully read 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 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; g. understands that there is no present market for SIBE’s Units, that the Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the Units; h. has been encouraged to rely upon the advice of his 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 SIBE’s Amended And Restated Operating Agreement, dated May 4, 2005, and understands that upon closing the Company's Business Planescrow by SIBE, the Subscriber and the Units will be bound by the provisions of the Amended And Restated Operating Agreement, which contains, among other things, provisions that restrict the transfer of Units; (b) j. understands that the Units are subject to substantial restrictions on transfer under state and federal securities laws in addition to the restrictions contained in SIBE’s Amended And Restated Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber has been furnished shall sell or distribute them only in strict accordance with all additional documents the terms of SIBE’s Amended And Restated Operating Agreement, the requirements of the Securities Act of 1933, as amended, and information which Subscriber has requestedapplicable state securities laws; (c) Subscriber has had k. meets the opportunity to ask questions suitability test marked in numbered paragraph 5 above and is capable of and received answers from bearing the Company concerning economic risk of this investment, including the Company, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy possible total loss of the information furnishedinvestment; l. understands that SIBE will place a restrictive legend on any certificate representing Units containing substantially the following language as the same may be amended by SIBE’s Board of Directors in its 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. m. understands that, to enforce the above legend, SIBE may place a stop transfer order with its registrar and stock transfer agent (dif any) Subscriber has relied only on covering all certificates representing any of the foregoing information and documents in determining to make this subscriptionmembership units; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such n. has sufficient knowledge and experience in legal, business and financial and business matters so as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Company and of making an informed investment decision; (h) Subscriber understandsUnits, acknowledges and agrees believes that the Company investment in Units is relying solely upon suitable for the representations Subscriber and warranties made herein in determining to sell that the Subscriber can bear the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with economic risk of the purchase of Units, including the Note. The Subscriber total loss of the undersigned’s investment; o. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein; p. has written his, her, or its correct taxpayer identification number under numbered paragraph E.2 of this Subscription Agreement; q. is not received any public media advertisements and subject to back up withholding either because he, she or it has not been solicited 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 (q) should be crossed out if the backup withholding box in numbered paragraph E.2 is checked); r. understands that execution of the attached Promissory Note and Security Agreement will allow SIBE and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the Subscriber in the event that the Subscriber defaults on the Promissory Note and Security Agreement; and s. acknowledges that SIBE may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Date: _______________________________ Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto Agassiz Energy that he, she or it: (a) Subscriber a. has receivedreceived 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; 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 carefully read received a copy of the Agassiz Energy Second Amended and Restated Member Control Agreement, dated August __, 2006, and understands that upon closing the Company's Business Planescrow 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; (b) Subscriber has been furnished e. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with all additional documents restrictions in the Agassiz Energy Member Control Agreement and information which Subscriber has requested; (c) Subscriber has had agrees that if the opportunity to ask questions of and received answers from membership units or any part thereof are sold or distributed in the Company concerning the Companyfuture, the Note and subscriber shall sell or distribute them pursuant to the Warrants and to obtain any additional information necessary to verify the accuracy terms of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeMember Control Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; (g) Subscriber and Subscriber's advisors (which advisors do 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 TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. h. may not include transfer or assign this subscription agreement, or any of the Company subscriber’s interest herein; i. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this subscription agreement; (h) Subscriber understandsj. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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 form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTl. acknowledges that Agassiz Energy may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber 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 thatto ARCP that he, she or it: (a) Subscriber a. has receivedreceived 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, has carefully read Nebraska and South Dakota; and exemptions from securities registrations in various other states, and understands that the Company's Business Planunits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents 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 information which South Dakota and that ARCP is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity 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 ask questions 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 answers from a copy of the Company concerning ARCP Operating Agreement, dated November 27, 2006, and understands that upon closing the Companyescrow by ARCP, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. understands that the units are subject to substantial restrictions on transfer under certain tax and securities laws along with restrictions in the foregoing information ARCP Operating Agreement, and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas 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; 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 (gif any) Subscriber and Subscriber's advisors (which advisors do covering all certificates representing any of the membership units; m. may not include transfer or assign this Subscription Agreement, or any of the Company subscriber’s interest herein without the prior written consent of ARCP; n. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this Subscription Agreement; (h) Subscriber understandso. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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 form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTq. acknowledges that ARCP may retain possession of certificates representing subscriber’s units to perfect its security interest in those units. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber represents and warrants that: (a) Subscriber has received, has carefully read and understands the Company's Business Plan; (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note and the Warrants Common Stock and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other Any information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note;Common Stock (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the NoteCommon Stock. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the NoteCommon Stock.

Subscriber's Representations and Warranties. To induce the Company to issue the Shares to the Subscriber, the Subscriber represents hereby represents, warrants and warrants thatagrees as follows: (a) The Subscriber is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of this investment and to make an informed decision relating thereto. The Subscriber has receivedthe financial capability for making the investment, has carefully read can afford a complete loss of the investment and understands the Company's Business Plan;investment is a suitable one for the Subscriber. (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and received receive answers from representatives of the Company concerning the finances, operations, business and prospects of the Company. (c) The Subscriber is acquiring the Shares for its own account for the purpose of investment and not with a view to, or for resale in connection with, the Note distribution thereof, nor with any present intention of distributing or selling the Shares. The Subscriber understands that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and are not registered under any state “blue sky” laws, and the Warrants Shares may not be transferred except in compliance with such laws and to obtain any additional information necessary to verify in accordance with the accuracy terms of the information furnished;Company’s Agreement and Declaration of Trust. (d) The Subscriber has relied only on understands that the foregoing information Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and documents that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Subscriber obtains an opinion of counsel, in determining form and substance satisfactory to make this subscription;the Company and its counsel, that such registration is not required. The Subscriber further acknowledges and understands that the Company is under no obligation to register the Shares. (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice;not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon an independent examination and judgment as to the prospects of the Company. (f) All documentsThe Shares were not offered to the Subscriber by means of publicly disseminated advertisements or sales literature, records and books pertaining nor is the Subscriber aware of any offers made to Subscriber's investment have been made available for inspection other persons by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business;those means. (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration is an “accredited investor” as such term is defined in connection with the purchase Regulation D of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTSecurities Act. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber 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 thatto Homeland Energy that he, she or it: (a) Subscriber a. has receivedreceived a copy of Homeland Energy’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; b. has been informed that the units of Homeland Energy are offered and sold in reliance upon a federal securities registration; state registrations in Florida, has carefully read Illinois, Iowa, Kansas, Missouri, South Dakota and Wisconsin; and exemptions from securities registrations in various other states, and understands that the Company's Business Planunits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than Florida, Illinois, Iowa, Kansas, Missouri, South Dakota and information which Wisconsin and that Homeland Energy is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the SEC, or the Florida, Illinois, Iowa, Kansas, Missouri, South Dakota and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to ask questions 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 Homeland 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; 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 answers from a copy of the Company concerning Homeland Energy Operating Agreement, dated March 9, 2006, and understands that upon closing the Companyescrow by Homeland Energy, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. understands that the units are subject to substantial restrictions on transfer under certain tax and securities laws along with restrictions in the foregoing information Homeland Energy Operating Agreement, and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas 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; k. understands that Homeland 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 Directors of Homeland 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 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, Homeland Energy may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do covering all certificates representing any of the membership units; m. may not include transfer or assign this Subscription Agreement, or any of the Company subscriber’s interest herein without the prior written consent of Homeland Energy; n. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this Subscription Agreement; (h) Subscriber understandso. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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 Homeland Energy or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and q. acknowledges that Homeland Energy may retain possession of certificates representing subscriber’s units to perfect its security interest in those units. Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. In connection with the subscription for and purchase of shares of Common Stock and the Warrant pursuant to this Subscription Agreement, the Subscriber represents and warrants to the Company and agrees and acknowledges, that: (a) all shares of Common Stock and the Warrant acquired by or for the Subscriber has receivedpursuant to this Subscription Agreement are being or have been acquired solely for investment and not with a view to the distribution thereof or with any intention of distributing or reselling any such Common Stock or the Warrant, has carefully read and understands that, irrespective of any other provisions of this Subscription Agreement, any Transfer (as herein defined) of such Common Stock or the Company's Business PlanWarrant by the Subscriber will be made only in compliance with all applicable federal, state and foreign securities laws, including, without limitation, the Securities Act of 1933, as amended (the "Act"); (b) neither the shares of Common Stock nor the Warrant acquired by or for the Subscriber has been furnished with all additional documents will be registered under the Act or under any other applicable securities laws and information which must be held by the Subscriber has requesteduntil such shares of Common Stock are registered under the Act and under applicable securities laws or an exemption from such registration is available; the Company will have no obligation to take any actions that may be necessary to make available any exemption from registration under the Act or under applicable state securities laws; and the Company shall place "stop transfer" restrictions on the party responsible for recording Transfers of shares of Common Stock in violation of the foregoing provisions of this clause (b); (c) the Subscriber has had is familiar with Rule 144 promulgated by the opportunity to ask questions Securities and Exchange Commission under the Act, which establishes guidelines governing, among other things, the resale of and received answers "restricted securities" (securities such as the Common Stock, which are acquired from the Company concerning issuer of such securities in a transaction not involving any public offering); the CompanySubscriber is aware that reliance on Rule 144 to Transfer securities is subject to other restrictions and limitations, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnishedas set forth in such Rule; (d) in connection with a Transfer of the Common Stock pursuant to an exemption from registration under the Act, or if available, under Rule 144 or pursuant to some other exemption, such Subscriber has relied only on may be required by the foregoing information Company to deliver to the Company an opinion from counsel for such Subscriber, and/or receive an opinion from counsel for the Company, to the effect that all applicable federal and documents in determining to make this subscriptionstate securities law requirements have been met; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advicean "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act because: (i) the Subscriber is a natural person whose individual net worth or joint net worth with the Subscriber's spouse, as of the date hereof, exceeds $1,000,000; (fii) All documents, records and books pertaining to the Subscriber is a natural person who had individual income in excess of $200,000 (or joint income with the Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records spouse in excess of $300,000) in each of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at past two calendar years and reasonably expects to reach the Company's principal place of businesssame income level in the current calendar year; (giii) the Subscriber is (1) a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and Subscriber's advisors loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; (which advisors do not include 2) a broker dealer registered pursuant to Section 15 of the Exchange Act; (3) an insurance company as defined in Section 2(13) of the Securities Act; (4) an investment company registered under the Investment Company Act or a business development company defined in Section 2(a)(48) of the Investment Company Act; (5) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or 301(d) of the Small Business Investment Act of 1958 ("SBIA"); (6) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its principalspolitical subdivisions, representatives for the benefit of its employees, which has total assets in excess of $5 million; or counsel(7) have an employee benefit plan within the meaning of Title I of ERISA, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (iv) the Subscriber is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended; (v) the Subscriber is an organization described in Section 501(c)(3) of the Code, a corporation, a business trust, or a partnership, in each case not formed for the specific purpose of acquiring Common Stock, with total assets in excess of $5 million; (vi) the Subscriber is a trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring shares of Common Stock, whose purchase is directed by a sophisticated person with such knowledge and experience in legal, financial and business matters as to be that such person is capable of evaluating the merits and risks of investing the prospective investment; or (vii) the Subscriber is an entity in which all of the Company equity owners are "accredited investors" of the types described in one or more of the foregoing clauses (i) through (vi). (f) the execution, delivery and performance of making this Agreement by the Subscriber have been duly authorized and this Agreement constitutes the valid, legal and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. If the Subscriber is an informed investment decisionentity, the Subscriber's governing instruments permit it to purchase, and it is duly qualified to purchase, the shares of Common Stock and the Warrant subscribed for hereunder; (g) if the Subscriber is an individual, the Subscriber is at least 21 years of age, a citizen or permanent resident of the United States and the state set forth under Subscriber's signature on the signature page hereto; is of sufficient legal capacity to execute this Subscription Agreement, to the extent applicable; (h) the Subscriber understandshas the power and authority to execute and perform the terms of this Subscription Agreement and this Subscription Agreement constitutes a valid and binding obligation of the Subscriber, acknowledges enforceable against the Subscriber in accordance with its terms, except that (i) such enforcement may be limited by or subject to any bankruptcy, insolvency, fraudulent transfer or other laws, now or hereafter in effect relating to or limiting creditors' rights generally, and agrees that (ii) the Company is relying solely upon remedy of specific performance and other forms of equitable relief may be subject to equitable defenses and to the representations and warranties made herein in determining to sell Subscriber discretion of the Notecourt before which any proceeding therefor may be brought; (i) The neither the execution and delivery of this Subscription Agreement or the other agreements, documents and instruments contemplated hereby, nor the consummation by the Subscriber of the transactions contemplated hereby, (i) will or do violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any public governmental or regulatory body, agency or authority applicable to the Subscriber, (ii) will require any filing with, or permit, consent or approval of, or the giving of any notice to any public, governmental or regulatory body, agency or authority by the Subscriber (except for permits, consents or approvals which have been obtained or filings or notices which have been timely given), or (iii) will result in a violation or breach of or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any contract, note, bond, mortgage, license, franchise, permit, lease or other agreement to which the Subscriber is a party or by which the Subscriber may be bound; (j) in order to adequately evaluate the merits and risks of an investment in the Company, the Subscriber has not paid had an opportunity to (i) ask questions and receive answers from the Company and its representatives concerning the Company and the Subscriber's investment therein, and (ii) obtain any additional information which the Subscriber has requested with respect to the Company and the Subscriber's investment therein; (k) the Subscriber understands that no federal, state or given foreign governmental agency has recommended or endorsed the purchase of shares of Common Stock or the Warrant or made any commission determination or other remuneration finding as to the fairness of the provisions of this Subscription Agreement; (l) all information which the Subscriber has heretofore furnished, or in connection with herewith is furnishing, to the Company is correct and complete as of the date hereof, and, if there should be any material change in such information prior to the Subscriber's acquisition of the shares of Common Stock and the Warrant, the Subscriber will promptly furnish such revised or corrected information to the Company; and (m) (i) the Subscriber's financial situation is such that the Subscriber can afford to bear the economic risk of holding the shares of Common Stock for an indefinite period; (ii) the Subscriber can afford to suffer the complete loss of the investment in the shares of Common Stock and the Warrant; (iii) the Subscriber understands and is cognizant of all the risk factors related to the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form shares of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof Common Stock and the purchase Warrant; and (iv) the Subscriber's knowledge and experience in financial and business matters is such that the Subscriber is capable of evaluating the Noterisks of an investment in the shares of Common Stock and the Warrant.

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants that: (a) Subscriber to EKAE that he, she or it: a. has receivedreceived a copy of EKAE's Prospectus; b. has been informed that the Units of EKAE are offered and sold in reliance upon a federal securities registration, has carefully read a Kansas and a Missouri securities registrations, and exemptions from securities registrations in various other states, and understands that the Company's Business Plan; (b) Subscriber Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. has been furnished informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Missouri and Kansas, and that EKAE 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 Kansas or Missouri 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 EKAE'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 rely upon the advice of his legal counsel and accountants or other financial advisers with all additional documents respect to the tax and information which Subscriber other considerations relating to the purchase of units; h. has requested; (c) Subscriber has had received a copy of the opportunity to ask questions of EKAE Operating Agreement, and received answers from understands that upon closing the Company concerning the Companyescrow by EKAE, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnished; (d) Subscriber has relied only 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 state securities laws along with restrictions in the foregoing information EKAE Operating Agreement and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at as amended, and applicable state securities laws; j. meets the Company's principal place of business; (g) Subscriber suitability test marked in Item 5 above and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be is capable of evaluating bearing the merits and risks economic risk of investing in this investment, including the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase possible total loss of the Note. The Subscriber has not received investment; k. understands that EKAE will place a restrictive legend on any public media advertisements and has not been solicited certificate representing any unit containing substantially the following language as the same may be amended by any form the Directors of mass mailing solicitation; and (j) EKAE in their sole discretion: THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT CURRENTLY LISTED BE SOLD, ASSIGNED, OR QUOTED ON 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 OTC BULLETIN BOARDEXTENT SUCH SALE, NASDAQ TRANSFER, HYPOTHECATION, OR ANY OTHER EXCHANGE ASSIGNMENT IS PERMITTED BY, AND THAT IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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 WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE REGISTRATION RIGHTS AGREEMENTSECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber 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 MinnErgy that: (a) Subscriber a. he, she or it has receivedreceived a copy of MinnErgy’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; b. the units of MinnErgy are offered and sold in reliance upon a federal securities registration; state registrations in Iowa, has carefully read Minnesota, and Wisconsin; and exemptions from securities registrations in various other states, and understands that the Company's Business Planunits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) c. the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than Iowa, Minnesota, and Wisconsin and that MinnErgy is relying in part upon the representations of the undersigned Subscriber has been furnished with all additional documents and information which Subscriber has requestedcontained herein; (c) Subscriber d. the securities subscribed for have not been approved or disapproved by the SEC, or the Iowa, Minnesota, and Wisconsin Securities Departments or any other regulatory authority, nor has had any regulatory authority passed upon the opportunity accuracy or adequacy of the Prospectus; e. he, she or it intends to ask questions 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. there is no present market for MinnErgy’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. he, she or it is 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. he, she or it has received answers from a copy of MinnErgy’s Second Amended and Restated Member Control Agreement, dated November 2, 2007, and understands that upon closing the Company concerning the Companyescrow by MinnErgy, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedAmended and Restated Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. the units are subject to substantial restrictions on transfer under certain tax and securities laws along with restrictions in MinnErgy’s Second Amended and Restated Member Control Agreement, and agrees that if the foregoing information and documents membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Member Control Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable tax and securities laws; j. he, she or it meets the suitability test marked in Item E.5 above; k. he, she or it is capable of bearing the economic risk of this investment, including the possible total loss of the investment; [Minnesota subscribers should NOT initial this subsection]; l. MinnErgy 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 MinnErgy in their sole discretion: THE TRANSFERABILITY OF THE COMPANY 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, 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 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, AND UNDER APPLICABLE STATE SECURITIES LAWS. m. xx enforce the above legend, MinnErgy may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do covering all certificates representing any of the membership units; n. he, she or it may not include transfer or assign this Subscription Agreement, or any of the Company subscriber’s interest herein without the prior written consent of MinnErgy; o. he, she or it has written his, her, or its principalscorrect taxpayer identification number under Item E.2 on this Subscription Agreement; p.he, representatives she or counsel) have such knowledge and experience in legalit is not subject to back up withholding either because he, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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); q. execution of the attached Promissory Note and Security Agreement will allow MinnErgy or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and r. MinnErgy may retain possession of certificates representing subscriber’s units to perfect its security interest in those units. Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. Subscriber represents represents, warrants, acknowledges and warrants agrees that: (a) Subscriber has receivedis a resident of the state indicated on the signature page hereof, is legally competent to execute this Subscription Agreement, and: (i) if Subscriber is an individual, has carefully read and understands his or her principal residence in such state; (ii) if Subscriber is a corporation, partnership, trust, limited liability company or other form of business organization, has its principal office in such state; or (iii) if Subscriber is a corporation, partnership, trust, limited liability company or other form of business organization, Subscriber has not been organized for the Company's Business Plan;specific purpose of acquiring the Common Stock. (b) Subscriber has not been furnished with all additional documents and information which Subscriber has requested;offered the Securities by any form of general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (c) Subscriber has had access during the course of this transaction and prior to the issuance of the Securities to all information necessary to enable Subscriber to evaluate the merits and risks of a prospective investment in the Company (including, without limitation, the periodic and other reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and Subscriber has had the opportunity to ask questions of and received receive answers from the Company concerning officers and directors of the Company, or a person or persons acting on its behalf, concerning the Note terms and the Warrants and to obtain any additional information necessary to verify the accuracy conditions of the information furnished;offering and all questions raised by Subscriber have been answered to the full satisfaction of Subscriber. (d) Subscriber has relied only There are substantial restrictions on the foregoing information transferability of the Securities and, accordingly, Subscriber will need to bear the economic risk of the investment in the Securities for an indefinite period of time and documents will not be readily able to liquidate the investment in determining to make this subscription;case of an emergency. (e) The Executive Summary and other information furnished by Subscriber understands that the Company do not constitute investmenthas a limited financial or operating history, accountingeach of the Securities is a speculative investment which involves a high degree of financial risk, legal and there is no assurance of any economic, income or tax advice and Subscriber is relying on professional advisers for benefit from such advice;investment. (f) All documentsIn making this investment, records and books pertaining to Subscriber is relying solely upon the advice of Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativepersonal tax advisors, and the relevant books and records of not the Company will be available upon reasonable noticenor its advisers and counsel, for inspection by investors during reasonable business hours at with respect to the Company's principal place tax aspects of business;an investment in the Securities. (g) If Subscriber is a corporation, partnership, trust, limited liability company, employee benefit plan or other entity, Subscriber is authorized and qualified to become a stockholder of the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (h) No representations or warranties have been made to Subscriber by the Company or any officer, employee, agent or affiliate of the Company (other than those set forth in the PSA), and Subscriber's investment decision has been based solely upon Subscriber's independent evaluation and due diligence, if any, of the Company. (i) Subscriber is experienced in evaluating and investing in early stage companies such as the Company. Subscriber is experienced in business matters and regards himself, herself or itself as a sophisticated investor able to evaluate investment and financial information and to choose independent professional advisors (which advisors do not include the Company to assist in such evaluation and, either alone or its principalswith such advisers, representatives or counsel) have has such knowledge and experience in legal, financial and business matters as to be that Subscriber is capable of evaluating the merits and risks of investing an investment in the Company Securities and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that has the Company is relying solely upon the representations and warranties made herein in determining capacity to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration protect Subscriber’s own interests in connection with Subscriber’s proposed investment in the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; andSecurities. (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDSubscriber’s aggregate commitments to investments that are not readily marketable are not disproportionate to Subscriber’s net worth and an investment in the Securities will not cause such aggregate commitment to become excessive. Subscriber has adequate means of providing for Subscriber’s current needs and possible personal and family contingencies. Subscriber will not be readily able to liquidate the investment in the case of an emergency, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTand Subscriber has no need for liquidity in this investment in the Company. (k) The Subscriber understands has a preexisting business or personal relationship with the meaning Company or with one or more of its officers or directors. Except for Subscriber’s intention to distribute the shares (or cause them to be issued directly) to its members, pro-rata, on condition that they make the representations, warranties and legal consequences agreements herein provided in favor of Company, Subscriber is acquiring the foregoing representations Securities solely for Subscriber’s own account for investment (and warranties. The not for the account of any other person), and not with a view to, or for, any resale, distribution, fractionalization or other transfer thereof, and Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Notehas no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, fractionalization or transfer.

Subscriber's Representations and Warranties. Subscriber represents represents, warrants, acknowledges and warrants that:agrees to the following. (a) a. Subscriber is a resident of the state indicated on the signature page hereof, has its principal office in such state and has not been organized for the specific purpose of acquiring the Shares. b. This Agreement is and shall be irrevocable, except that the Subscriber shall have no obligations hereunder in the event that the subscription is not accepted by the Company in whole or in part. c. The Subscriber has receivedread this Agreement carefully and, to the extent believed necessary, has carefully discussed the representations, warranties and agreements and the applicable limitations upon the Subscriber's resale of the Common Stock with counsel. d. The Subscriber understands that no federal or state agency has made any finding or determination regarding the fairness of this offering, or any recommendation or endorsement of this offering. e. The Subscriber is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Act. f. The Subscriber has received from the Company or others and has read and understands copies of the Company's Business Plan; filings with the U.S. Securities and Exchange Commission (b) Subscriber has been furnished with all additional documents the "SEC"), and information which Subscriber has requested; (c) Subscriber has had the an adequate opportunity to ask questions of and received receive answers from the Company concerning regarding these documents (the Company"SEC Filings"). g. The Subscriber is purchasing the Common Stock for the Subscriber's own account, with the intention of holding the Common Stock for investment purposes and not for the purpose of reselling or otherwise participating, directly or indirectly, in a distribution of the Common Stock, and shall not make any sale, transfer or other disposition of any portion of the Common Stock purchased hereby without registration under the Act and any applicable securities act of any state or unless an exemption from registration is available under such acts. h. The Subscriber understands that an investment in the Common Stock is a highly illiquid investment, and that, the Note Subscriber will have to bear the economic risk of the investment indefinitely (or at least until such shares may become registered as provided under this Agreement) because the Common Stock has not been registered under the Act and is being issued pursuant to a private placement exemption under Regulation D, on the grounds that no public offering is involved. Therefore, the Common Stock cannot be offered, sold, transferred, pledged or hypothecated to any person, unless either it is subsequently registered under the Act and applicable state securities laws or an exemption from registration is available and the Warrants and to obtain any additional information necessary to verify the accuracy Subscriber obtains a favorable opinion of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as counsel to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTeffect. (k) i. The Subscriber understands that the meaning and legal consequences provisions of Rule 144 promulgated under the Act are not available for at least one (1) year, to permit resale of the foregoing representations Common Stock, and warranties. The Subscriber certifies there can be no assurance that each the conditions necessary to permit routine sales of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Common Stock under Rule 144 will ever be satisfied, and, if Rule 144 should become available, routine sales made in reliance on its provisions could be made only in

Subscriber's Representations and Warranties. By executing this subscription, the Subscriber represents represents, warrants and warrants covenants to the Corporation and the Agents (and acknowledges that the Corporation and the Agents are relying thereon) that: (a) the Subscriber has receivedbeen independently advised as to the applicable hold period imposed in respect of the Special Warrants by securities legislation in the jurisdiction in which it resides and confirms that no representation has been made respecting the applicable hold periods for the Special Warrants and is aware of the risks and other characteristics of the Special Warrants and of the fact that the Subscriber may not be able to resell the Special Warrants, has carefully read Common Shares, Purchase Warrants and understands Warrant Shares except in accordance with the Company's Business Planapplicable securities legislation and regulatory policy; (b) the Subscriber has not received, nor has it requested, nor does it have any need to receive, any offering memorandum, or any other document (other than financial statements or any other document the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been furnished prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Special Warrants and it has not become aware of any advertisement in printed media of general and regular paid circulation, radio, television or otherwise with all additional documents and information which Subscriber has requestedrespect to the distribution of the Special Warrants; (c) the Subscriber has had relied solely upon the opportunity publicly available information relating to ask questions the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or the Agents, such publicly available information having been delivered to the Subscriber without independent investigation or verification by the Corporation or the Agents, and received answers from agrees that the Company concerning the Company, the Note Corporation and the Warrants and to obtain Agents assume no responsibility or liability of any additional information necessary to verify nature whatsoever for the accuracy accuracy, adequacy or completeness of the information furnishedpublicly available information; (d) the Subscriber acknowledges that the Agents are acting as agents in this transaction and the Subscriber hereby acknowledges that all warranties, conditions, representations or stipulations, whether express or implied and whether arising hereunder or under prior agreement or statement or by statute or at common law are expressly those of the Corporation, other than those relating solely to the Agents. The Subscriber acknowledges that no information or representation concerning the Corporation has relied only been provided to the Subscriber by the Corporation or the Agents other than those contained in this Agreement and in all press releases, prospectuses and filing statements filed with any regulatory authorities (the "DISCLOSURE RECORD") and that the Subscriber is relying entirely upon this Agreement and the Disclosure Record. Any information given or statement made is given or made without liability or responsibility howsoever arising on the foregoing information and documents part of the Agents. No person in determining the employment of, or acting as agent of, the Agents has any authority to make this subscriptionor give any representation or warranty whatsoever in relation to the Corporation or the Special Warrants. Any information given or statement made is given or made without liability or responsibility howsoever arising on the part of the Agents, and the Corporation and the Subscriber hereby release the Agents from any claims that may arise in respect thereof; (e) The Executive Summary the Subscriber and other information furnished by any beneficial purchaser for whom it is acting are resident in the Company do not constitute investmentprovince or jurisdiction set out on the first page of this subscription above as the "Subscriber's Address" or the "Beneficial Purchaser's Address", accounting, legal or tax advice and Subscriber is relying on professional advisers for such adviceas the case may be; (f) All documents, records and books pertaining to the Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note;: (i) The Subscriber has is not, and is not paid purchasing Special Warrants for the account or given any commission or other remuneration benefit of, a U.S. Person (as that term is defined in connection with Regulation S under the purchase United States Securities Act of 1933 ("REGULATION S")); (ii) was not offered the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitationSpecial Warrants in the United States (as that term is defined in Regulation S), (the "UNITED STATES"); and (jiii) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTdid not execute or deliver this subscription in the United States. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto UWGP that he, she or it: (a) Subscriber a. has received, has carefully read received a copy of and is familiar with and understands the CompanyUWGP's Business Plan; (b) Subscriber has been furnished with Prospectus, and all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber modifications or supplements thereto; b. has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein Prospectus in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with evaluating the purchase of the Note. The Subscriber Units; c. has not received any public media advertisements been informed that the Units of UWGP are offered and sold in reliance upon a federal securities registration, Illinois and Wisconsin securities registrations, 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; d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been solicited registered under the securities laws of any state other than the States of Illinois and Wisconsin, and that UWGP is relying in part upon the representations of the undersigned Subscriber contained herein; e. has been informed that the securities subscribed for have not been approved or disapproved by the Securities and Exchange Commission or the Illinois and Wisconsin Securities Departments or any form other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of mass mailing solicitationthe Prospectus; and (j) 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; g. understands that there is no present market for UWGP'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; h. has received a copy of the UWGP Operating Agreement, and understands that upon closing the escrow by UWGP, 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 federal and state securities laws along with restrictions in the UWGP 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 state securities laws; j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that UWGP 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 UWGP in their sole discretion: THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT CURRENTLY LISTED BE SOLD, ASSIGNED, OR QUOTED ON 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 OTC BULLETIN BOARDEXTENT SUCH SALE, NASDAQ TRANSFER, HYPOTHECATION, OR ANY OTHER EXCHANGE ASSIGNMENT IS PERMITTED BY, AND THAT IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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 WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE REGISTRATION RIGHTS AGREEMENTSECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Each Subscriber hereby represents and warrants to and agrees with the Company as to such Subscriber that: (a) Subscriber has received, has carefully read and understands the Information on Company's Business Plan; (b) . The Subscriber has been furnished with or has obtained from the EDGAR Website of the Securitiex xxx Exchange Commission (the "Commission") the Company's Form 10-KSB for the year ended December 31, 2002 as filed with the Commission as of May 7, 2003, together with all additional documents subsequently filed Forms 10-QSB, 8-K, and information which filings made with the Commission available at the EDGAR website (hereinafter refxxxxx to collectively as the "Reports"). In addition, the Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers in writing from the Company such other information concerning its operations, financial condition and other matters as the CompanySubscriber has requested in writing (such other information is collectively, the Note "Other Written Information"), and considered all factors the Warrants Subscriber deems material in deciding on the advisability of investing in the Securities. EACH SUBSCRIBER ACKNLOWEDGES AND UNDERSTANDS FURTHER THAT IS HAS NOT AND IS NOT RELYING UPON FIRST MONTAUK SECURITIES CORP. OR ANY OF ITS EMPLOYEES, OFFIERS OR AGENTS IN CONNECTION WITH THIS PURCHASE, AND HAS BEEN ADVISED THAT FIRST MONTAUK SECURITIES CORP HAS NOT CONDUCTED ANY DUE DILIGNECE INTO THE COMPANY OR ITS OPERATIONS OR FINANCIAL CONDITION. (b) Information on Subscriber. The Subscriber is, and to obtain any additional information necessary to verify will be at the accuracy time of the information furnished; (d) Subscriber has relied only on exercise of any of the foregoing information and documents Warrants, an "accredited investor", as such term is defined in determining to make this subscription; (e) The Executive Summary and other information furnished Regulation D promulgated by the Company do not constitute investmentCommission under the Securities Act of 1933, accountingas amended (the "1933 Act"), legal or tax advice is experienced in investments and Subscriber is relying on professional advisers for such advice; (f) All documentsbusiness matters, records has made investments of a speculative nature and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorneyhas purchased securities of United States publicly-owned companies in private placements in the past and, and/or Subscriber's accountant and/or Subscriber's Subscriber representativewith its representatives, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have has such knowledge and experience in legalfinancial, financial tax and other business matters as to be capable of evaluating enable the Subscriber to utilize the information made available by the Company to evaluate the merits and risks of investing in the Company and of making to make an informed investment decision; (h) Subscriber understandsdecision with respect to the proposed purchase, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Notewhich represents a speculative investment. The Subscriber has not received any public media advertisements the authority and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands is duly and legally qualified to purchase and own the meaning and legal consequences of the foregoing representations and warrantiesSecurities. The Subscriber certifies that each is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the foregoing representations and warranties signature page hereto regarding the Subscriber is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Noteaccurate.

Subscriber's Representations and Warranties. Subscriber represents and warrants that: (a) Subscriber has received, has carefully read and understands the Company's Business Plan’s business plan is as described in Exhibit “D”; (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note Company and the Warrants Shares and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make Subscription Agreement when making this subscription; (e) The Executive Summary and other information furnished by the Company do does not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's ’s investment have been made available for inspection by Subscriber and by Subscriber's ’s attorney, and/or Subscriber's ’s accountant and/or Subscriber's ’s Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's ’s principal place of business. Neither the Business Plan nor other marketing documents provided by the Company to the Subscriber constitute a part of this Subscription Agreement and are intended only for informational purposes; (g) Subscriber and Subscriber's ’s advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the NoteShares; (i) The Except as otherwise specifically disclosed herein, the Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the NoteShares. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the NoteShares.

Subscriber's Representations and Warranties. Subscriber 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 thatto E Energy Axxxx that he, she or it: (a) Subscriber a. has receivedreceived 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 Axxxx are offered and sold in reliance upon a federal securities registration; state registrations in Nebraska, has carefully read Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida; and exemptions from securities registrations in various other states, and understands that the Company's Business Planunits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents 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 information which Florida and that E Energy Axxxx is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity 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 ask questions 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 answers from a copy of the Company concerning E Energy Axxxx Operating Agreement, dated April 25, 2005, and understands that upon closing the Companyescrow by E Energy Axxxx, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. understands that the units are subject to substantial restrictions on transfer under certain tax and securities laws along with restrictions in the foregoing information E Energy Axxxx Operating Agreement, and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas 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; k. understands that E Energy Axxxx 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 Axxxx 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 Axxxx may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do covering all certificates representing any of the membership units; m. may not include transfer or assign this Subscription Agreement, or any of the Company subscriber’s interest herein without the prior written consent of E Energy Axxxx; n. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this Subscription Agreement; (h) Subscriber understandso. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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 Axxxx or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and q. acknowledges that E Energy Axxxx may retain possession of certificates representing subscriber’s units to perfect its security interest in those units. Signature of Subscriber/Joint Subscriber: Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto Siouxland that he, she or it: (a) Subscriber a. has receivedreceived a copy of Siouxland's Prospectus dated date of effectiveness and the exhibits thereto; b. has been informed that the Units of Siouxland are offered and sold in reliance upon a federal securities registration; Nebraska, has carefully read South Dakota, and Iowa securities registrations; and exemptions from securities registrations in various other states, and understands that the Company's Business PlanUnits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Nebraska, South Dakota and information which Iowa, and that Siouxland is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the Nebraska, South Dakota or Iowa Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to ask questions 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 Siouxland'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 rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received answers from a copy of the Company concerning Siouxland Amended and Restated Operating Agreement, dated February 24, 2005, and understands that upon closing the Companyescrow by Siouxland, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedAmended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the foregoing information Siouxland Amended and documents Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary the terms of the Amended and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeRestated Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Siouxland 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 Siouxland 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 AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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, Siouxland may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do not include covering all certificates representing any of the Company or its principals, representatives or counsel) have such membership units; m. has knowledge and experience in legal, business and financial and business matters as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Company and of making an informed investment decision; (h) Subscriber understandsUnits, acknowledges and agrees believes that the Company investment in Units is relying solely upon suitable for the representations subscriber and warranties made herein in determining to sell Subscriber can bear the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with economic risk of the purchase of Units including the Note. The Subscriber total loss of the undersigned's investment; n. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein; o. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; p. is not received any public media advertisements and subject to back up withholding either because he, she or it has not been solicited 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 2 is checked); q. understands that execution of the attached Promissory Note and Security Agreement will allow Siouxland or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTr. Acknowledges that Siouxland may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber represents As a material inducement for us to enter into this Subscription Agreement, we have relied upon the following representations and warrants thatwarranties of the Subscriber: 4.1 Purchase for Subscriber’s Own Account. The Subscriber is purchasing the Common Shares for the Subscriber’s own account and for Subscriber’s investment purposes and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. The Subscriber understands that Subscriber must bear the economic risk of this investment indefinitely, unless the Common Shares are registered pursuant to the Securities Act and any applicable state securities or Blue Sky Laws or an exemption from such registration is available. 4.2 Investment Intention of Subscriber. The Subscriber understands that the Common Shares have not been registered under the Securities Act and we are relying upon an exemption from registration under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention. In connection with this, the Subscriber understands that it is the position of the Securities and Exchange Commission (a“SEC”) that the statutory basis for such exemption would not be present if the Subscriber’s representation merely meant that its present intention was to hold the Common Shares for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other fixed period. The Subscriber realizes that, in the view of the SEC, an investor who purchases the Common Shares with a present intent to resell the interest would not be purchasing for investment as required by SEC rules. 4.3 Reliance on Exemptions from Registration. The Subscriber understands that the Common Shares are being offered and sold in reliance upon specific exemptions from the registration requirements of the United States and state securities laws and that we are relying upon the truth and accuracy of, and the Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein without limitation in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Common Shares. 4.4 Accredited Investor Status, and Suitability. The Subscriber has received, has carefully read and understands the Company's Business Plan; (bRule 501(a) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy Regulation D of the information furnished; (d) Securities Act and represents that it is an “Accredited Investor” as that term is defined by Rule 501(a). Subscriber has relied only on further represents that the foregoing information Subscriber is knowledgeable, sophisticated and documents experienced in determining making and is qualified to make this subscription; (e) The Executive Summary decisions with respect to a variety of sophisticated and other information furnished by complex investments that present investment decisions like those involved in the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records purchase of the Company will be available upon reasonable noticeCommon Shares. The Subscriber, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principalsin reaching a decision to subscribe, representatives or counsel) have has such knowledge and experience in legal, financial and business matters as to be that the Subscriber is capable of reading, interpreting and understanding financial statements and evaluating the merits and risks of investing an investment in the Company Common Shares and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that has the Company is relying solely upon the representations and warranties made herein in determining net worth to sell Subscriber the Note; (i) The undertake such risks. Subscriber has not paid or given any commission invested in the common stock or other remuneration in connection with the purchase securities of the Notecompanies comparable to ours that involve non-trading, and/or thinly traded securities and xxxxx stocks, unregistered securities, restricted securities and high-risk investments. The Subscriber represents that in addition to Subscriber’s own ability to evaluate an investment in the Common Shares, the Subscriber has not received any public media advertisements employed the services of an investment advisor, attorney or accountant or other advisor to read all of the documents furnished or made available by us to the Subscriber, to evaluate the merits and risks of such an investment on its behalf, and that the Subscriber recognizes the highly speculative nature of an investment in the Common Shares, and the Subscriber represents that he or she is familiar with our business operations and financial affairs and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOFprovided with all information pertaining to us it has requested. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.- Signature

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto Agassiz Energy that he, she or it: (a) Subscriber a. has receivedreceived a copy of Agassiz Energy’s Prospectus dated July 18, 2007 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 carefully read no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person; 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 Company's Business Planescrow 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; (b) Subscriber has been furnished e. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with all additional documents restrictions in the Agassiz Energy Member Control Agreement and information which Subscriber has requested; (c) Subscriber has had agrees that if the opportunity to ask questions of and received answers from membership units or any part thereof are sold or distributed in the Company concerning the Companyfuture, the Note and subscriber shall sell or distribute them pursuant to the Warrants and to obtain any additional information necessary to verify the accuracy terms of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeMember Control Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; (g) Subscriber and Subscriber's advisors (which advisors do 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 TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. h. may not include transfer or assign this subscription agreement, or any of the Company subscriber’s interest herein; i. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this subscription agreement; (h) Subscriber understandsj. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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 form legal means, including, but not limited to, acquisition of mass mailing solicitationa 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. Signature of Subscriber/ Joint Subscriber: Date: Individuals: Entities: Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK 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 THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDSUBSCRIPTION BY AGASSIZ ENERGY, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOFLLC: Agassiz Energy, LLC hereby accepts the subscription for the above Units. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULTDated this day of , THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences 200___ AGASSIZ ENERGY, LLC By: Its: If you are a Minnesota resident, Agassiz Energy cannot complete a sale of the foregoing representations and warrantiesUnits to you until at least five business days after you receive the Prospectus. The Subscriber certifies that each Date of the foregoing representations and warranties is true and correct as Subscription Agreement: , 200___. Number of the date hereof and shall survive the execution hereof and the purchase Units subscribed Total Purchase Price ($1.00 per Unit multiplied by number of the Note.units Subscribed)

Subscriber's Representations and Warranties. The Subscriber represents and hereby represents, warrants and/or acknowledges to the Company that: (a) 2.1 Such Subscriber, if an entity, is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Subscriber has receivedof the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, has carefully read partnership, limited liability company or similar action, as applicable, if any, on the part of such Subscriber and understands the Company's Business Plan; (b) Subscriber this Agreement has been furnished duly executed by such Subscriber, and when delivered by such Subscriber in accordance with all additional documents the terms hereof, will constitute the valid and information which legally binding obligation of such Subscriber, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. 2.2 The Subscriber has requested; (c) Subscriber has had is acquiring the opportunity to ask questions of and received answers from the Company concerning the Company, the Note Shares and the Warrants for which it hereby subscribes as a principal for its own investment account, and not with a view to obtain the resale or distribution of all or any additional information necessary to verify the accuracy of the information furnished;part thereof. (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) 2.3 The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; not a “distributor” as defined in Regulation S under the Act and is not an officer, director or “affiliate” (fas that term is defined in Rule 405 under the Act) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; or an “underwriter” or “dealer” (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have as such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing terms are defined in the Company federal securities laws of the United States). 2.4 The Subscriber does not have a short position in, or other hedged position with respect to, the Shares, the Warrants or any other shares of the Common Stock. The Subscriber’s trading activities with respect to the Shares and the Warrants shall be in compliance with all applicable federal and state securities laws. 2.5 The Subscriber acknowledges it is aware of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection comply with the purchase Securities Exchange Act of 1934, as amended, including Section 13 thereunder, pertaining to its holding of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof Shares and the purchase of the NoteWarrants.

Subscriber's Representations and Warranties. Each Subscriber hereby represents and warrants to and agrees with the Company as to such Subscriber that: (a) Subscriber has received, has carefully read and understands the Information on Company's Business Plan; (b) . The Subscriber has been furnished with or has obtained from the EDGAR Website of the Securxxxxx and Exchange Commission (the "Commission") the Company's Form 10-KSB for the year ended December 31, 2002 as filed with the Commission, together with all additional documents subsequently filed Forms 10- QSB, 8-K, and information which filings made with the Commission available at the EDGAR website (hereinafter xxxxrred to collectively as the "Reports"). In addition, the Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers in writing from the Company such other information concerning its operations, financial condition and other matters as the CompanySubscriber has requested in writing (such other information is collectively, the Note "Other Written Information"), and considered all factors the Subscriber deems material in deciding on the advisability of investing in the Securities. (b) Information regarding Subscriber. The Subscriber is, and will be at the time of the Second Closing and the Warrants and to obtain any additional information necessary to verify the accuracy date of conversion of the information furnished; (d) Subscriber has relied only on Series B Stock and exercise of any of the foregoing information and documents Warrants, an "accredited investor", as such term is defined in determining to make this subscription; (e) The Executive Summary and other information furnished Regulation D promulgated by the Company do not constitute investmentCommission under the Securities Act of 1933, accountingas amended (the "1933 Act"), legal or tax advice is experienced in investments and Subscriber is relying on professional advisers for such advice; (f) All documentsbusiness matters, records has made investments of a speculative nature and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorneyhas purchased securities of United States publicly-owned companies in private placement offerings in the past and, and/or Subscriber's accountant and/or Subscriber's Subscriber representativewith its representatives, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have has such knowledge and experience in legalfinancial, financial tax and other business matters as to be capable of evaluating enable the Subscriber to utilize the information made available by the Company to evaluate the merits and risks of investing in the Company and of making to make an informed investment decision; (h) Subscriber understandsdecision with respect to the proposed purchase, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Notewhich represents a speculative investment. The Subscriber has not received any public media advertisements the authority and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands is duly and legally qualified to purchase and own the meaning and legal consequences of the foregoing representations and warrantiesSecurities. The Subscriber certifies that each is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the foregoing representations and warranties signature page hereto regarding the Subscriber is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Noteaccurate.

Subscriber's Representations and Warranties. Subscriber You must 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 that: (a) Subscriber to East Coast that he, she or it: ____ ____ a. has receivedreceived a copy of East Coast's Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; ____ ____ b. has been informed that the units of East Coast are offered and sold in reliance upon a federal securities registration; state registrations in Florida, has carefully read Maryland, New York, South Carolina, North Carolina, Virginia and Georgia; and exemptions from securities registrations in various other states and jurisdictions, and understands that the Company's Business Plan; (b) Subscriber units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ____ ____ c. has been furnished informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than Florida, Maryland, New York, South Carolina, North Carolina, Virginia and Georgia and that East Coast 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 Florida, Maryland, New York, South Carolina, North Carolina, Virginia and Georgia 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 East Coast'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 all additional documents respect to investor-specific tax and/or other considerations relating to the purchase and information which Subscriber ownership of units; ____ ____ h. has requested; (c) Subscriber has had received a copy of the opportunity to ask questions of East Coast Operating Agreement, dated July 27, 2007, and received answers from understands that upon closing the Company concerning the Companyescrow by East Coast, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnished; (d) Subscriber has relied only 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 foregoing information East Coast Operating Agreement, and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company 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; ____ ____ k. understands that East Coast will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be available upon reasonable noticeamended by the Directors of East Coast in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, for inspection by investors during reasonable business hours at 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, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE UNITS REPRESENTED BY THIS DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN 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 Companyabove legend, East Coast 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 principal place interest herein without the prior written consent of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company East Coast; ____ ____ n. has written his, her, or its principalscorrect taxpayer identification number under Item E.2 on this Subscription Agreement; ____ ____ o. is not subject to back up withholding either because he, representatives she or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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); and ____ ____ p. understands that execution of the attached Promissory Note will allow East Coast or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitation; and a judgment against the obligor in the event that the subscriber defaults on that Promissory Note. _______________________________ __________________________________ Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The _______________________________ __________________________________ Signature of Individual Print Name and Title of Officer _______________________________ __________________________________ Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer _______________________________ Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. In giving this Subscription, the Subscriber represents, warrants and acknowledgements to the Issuer and the Parent that: (a) The Notes will be on substantially the terms set out in Schedule A hereto and will be convertible into common shares of the Parent (the “Conversion Shares”) in accordance with the terms of the Notes; (b) The Subscriber is resident in or otherwise subject to applicable securities laws of a jurisdiction other than Canada and the United States; (c) The Subscriber confirms, represents and warrants that: (a1) the Subscriber is knowledgeable of, or has receivedbeen independently advised as to, has carefully read the applicable securities laws of the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") and understands which would apply to the Company's Business Plan;acquisition of the Notes; and (2) the Subscriber is purchasing the Notes pursuant to exemptions from the prospectus or registration requirements or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Notes under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions; and (3) the applicable securities laws of the International Jurisdiction do not require the Issuer or the Parent to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Notes; and (4) the purchase of the Notes by the Subscriber does not trigger (i) any obligation to prepare and file a prospectus or similar document, or other report with respect to such purchase in the International Jurisdiction; or (ii) any continuous disclosure reporting obligation of the Issuer or the Parent in the International Jurisdiction. (b) the Subscriber has been furnished is purchasing the Notes as principal for its own account, and not for the benefit of any other person, for investment only and not with all additional documents and information which Subscriber has requestedthe intention of selling or redistributing the Notes to others; (ce) the Subscriber is a resident of the jurisdiction of its address, as set out on the cover page hereof, and all acts, directly or indirectly, in connection with this Subscription have occurred only in that jurisdiction; (f) unless the Subscriber has completed a Certification of U.S. Subscriber in a form acceptable to the Issuer: (i) the Subscriber is not a “U.S. Person” (the definition of which includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States); (ii) the Subscriber was outside the United States at the time of execution and delivery of this Subscription Agreement; (iii) no offers to sell the Notes were made by any person to the Subscriber while the Subscriber was in the United States; (iv) the Notes were not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States; and (v) the Subscriber acknowledges that the Notes have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and may not be offered or sold in the United States, and the Subscriber undertakes and agrees that it will not offer or sell the Notes in the United States unless such Notes is registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. The Subscriber understands that the Issuer and the Parent have no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Note or the Convertible Shares; the Subscriber understands that neither the Notes nor the Conversion Shares have been or will be registered or qualified under a prospectus and are being sold in reliance on the exemption from the requirement for the Issuer and the Parent to, among other things, prepare and file and deliver to the Subscriber a prospectus or other offering document and that, as a result: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Notes or the Conversion Shares; (ii) the Subscriber will not receive a prospectus and the Issuer and the Parent are not required to provide the Subscriber with the information that would otherwise be required to be provided to the Subscriber under the Securities Laws in a prospectus or other offering document; (iii) the Subscriber is not entitled to certain civil remedies that would otherwise be available under the Securities Laws were the Notes or Conversion Shares to be sold under a prospectus or other offering document (for example, a right of action against the Issuer or the Parent for a misrepresentation or withdrawal); and (iv) the Subscriber will not receive any other benefits associated with a purchase of securities distributed under a prospectus; (h) the Subscriber has had the opportunity to ask and have answered any and all questions of and received answers from which the Company concerning Subscriber wished with respect to the Company, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the NoteSubscription hereby made; (i) The the Subscriber has is not paid purchasing the Notes as a result of any verbal or given written representations as to fact or otherwise made by or on behalf of the Issuer or the Parent or any commission or other remuneration in connection with person; (j) the Subscriber acknowledges that the proceeds from the sale of the Notes will be used for general working capital purposes; (k) the Subscriber acknowledges that the purchase of the Note. The Notes involves risk, that there is no government guarantee or insurance covering the Notes and that the Subscriber has not received any public media advertisements may lose its entire investment; (l) the Subscriber understands that there is no market for the Notes and that no market may ever develop, that the Notes and Conversion Shares are subject to resale restrictions under the Securities Laws and agrees that it is the Subscriber’s responsibility to investigate and to comply with those resale restrictions; (m) the Subscriber acknowledges that the purchase of the Notes has not been solicited by made through or as a result of any form of mass mailing solicitationadvertising; and (jn) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTthe Subscriber acknowledges that the Notes may bear a notice or legend reciting the resale restrictions in order to comply with applicable Securities Laws. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber You must 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 that: (a) Subscriber to East Coast that he, she or it: ____ ____ a. has receivedreceived a copy of East Coast's Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; ____ ____ b. has been informed that the units of East Coast are offered and sold in reliance upon a federal securities registration; state registrations in Florida, has carefully read Maryland, New York, South Carolina, North Carolina, Virginia and Georgia; and exemptions from securities registrations in various other states and jurisdictions, and understands that the Company's Business Plan; (b) Subscriber units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ____ ____ c. has been furnished informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than Florida, Maryland, New York, South Carolina, North Carolina, Virginia and Georgia and that East Coast 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 Florida, Maryland, New York, South Carolina, North Carolina, Virginia and Georgia 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 East Coast'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 all additional documents respect to investor-specific tax and/or other considerations relating to the purchase and information which Subscriber ownership of units; ____ ____ h. has requested; (c) Subscriber has had received a copy of the opportunity to ask questions of East Coast Operating Agreement, dated July 27, 2007, and received answers from understands that upon closing the Company concerning the Companyescrow by East Coast, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnished; (d) Subscriber has relied only 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 foregoing information East Coast Operating Agreement, and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company 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; ____ ____ k. understands that East Coast will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be available upon reasonable noticeamended by the Directors of East Coast in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, for inspection by investors during reasonable business hours at 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, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE UNITS REPRESENTED BY THIS DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN 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 Companyabove legend, East Coast 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 principal place interest herein without the prior written consent of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company East Coast; ____ ____ n. has written his, her, or its principalscorrect taxpayer identification number under Item E.2 on this Subscription Agreement; ____ ____ o. is not subject to back up withholding either because he, representatives she or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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); and ____ ____ p. understands that execution of the attached Promissory Note will allow East Coast or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands a judgment against the meaning and legal consequences of obligor in the foregoing representations and warranties. The Subscriber certifies event that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the subscriber defaults on that Promissory Note.

Subscriber's Representations and Warranties. Subscriber represents represents, warrants, acknowledges and warrants thatagrees to the following. a. Subscriber is a resident of the state indicated on the signature page hereof, is legally competent to execute this Agreement, and: (ai) if Subscriber is an individual, has his or her principal residence in such state and is at least 21 years of age; or (ii) if Subscriber is a corporation, partnership, trust or other form of business organization, has its principal office in such state; or (iii) if Subscriber is a corporation, partnership, trust or other form of business organization, Subscriber has receivednot been organized for the specific purpose of acquiring the Shares. b. This Agreement is and shall be irrevocable, except that the Subscriber shall have no obligations hereunder in the event that the subscription is not accepted by the Company in whole or in part. c. The Subscriber has read this Agreement carefully and, to the extent believed necessary, has carefully discussed the representations, warranties and agreements and the applicable limitations upon the Subscriber's resale of the Common Stock with counsel. d. The Subscriber understands that no federal or state agency has made any finding or determination regarding the fairness of this offering, or any recommendation or endorsement of this offering. e. The Subscriber is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Act. Entities that are accredited investors under Rule 501 include, among others, certain banks, savings and loan associations, registered securities broker-dealers, insurance companies, registered investment companies and trusts. Individuals that are accredited investors under Rule 501 include, among others, any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1 million; or who had income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year. f. The Subscriber has received from the Company or others and has read and understands copies of the Company's Business Plan; filings with the U.S. Securities and Exchange Commission (b) Subscriber has been furnished with all additional documents the "SEC"), and information which Subscriber has requested; (c) Subscriber has had the an adequate opportunity to ask questions of and received receive answers from the Company concerning regarding these documents (the Company"SEC Filings"). g. The Subscriber represents that the Subscriber, if an individual, has adequate means of providing for his/her current needs and personal and family contingencies and has no need for liquidity in his/her investment in this offering. h. The Subscriber is financially able to bear the Note economic risk of this investment, including the ability to afford holding the Common Stock for an indefinite period, or to afford a complete loss of its investment. The Subscriber's total investment in the Company will not exceed ten percent (10%) of net worth as determined exclusive of principal residence, mortgage thereon, home furnishings and automobiles. i. The Subscriber is purchasing the Common Stock for the Subscriber's own account, with the intention of holding the Common Stock for investment purposes and not for the purpose of reselling or otherwise participating, directly or indirectly, in a distribution of the Common Stock, and shall not make any sale, transfer or other disposition of any portion of the Common Stock purchased hereby without registration under the Act and any applicable securities act of any state or unless an exemption from registration is available under such acts. j. The Subscriber's overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber's net worth, and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by in the Common Stock will not cause such overall commitment to become excessive. k. The Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeunderstands that an investment in the Common Stock is a highly illiquid investment, and that, the relevant books and records Subscriber will have to bear the economic risk of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours investment indefinitely (or at least until such shares may become registered as provided under this Agreement) because the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and Common Stock has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDregistered under the Act and is being issued pursuant to a private placement exemption under Regulation D, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOFon the grounds that no public offering is involved. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULTTherefore, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Common Stock cannot be offered, sold, transferred,

Subscriber's Representations and Warranties. In giving this Subscription, the Subscriber represents and warrants that: to the Company, as representations and warranties that are true as of the date hereof, that the Subscriber: acknowledges that the Securities have not been registered under the U.S. Securities Act or the securities laws of any state of the United States, and the contemplated sale to U.S. Persons or Persons (aas defined in Regulation S of the U.S. Securities Act) in the United States is being made in reliance on a private placement exemption to an "accredited investor" (as defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act) and similar exemptions under applicable state securities laws, and are not presently being registered thereunder. The Subscriber also understands that the Company has receivednot agreed to register the Securities for distribution in accordance with the provisions of U.S. federal securities law or any applicable state securities laws, and that the Company has carefully read not agreed to make available any exemption under any such laws for the resale of the Securities. based on the Subscriber's receipt of at least USD$6,000,000 pursuant to the financing described in Section 16.1(a) of the Collaboration and License Agreement, Subscriber is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act; the Securities are being acquired by the Subscriber for investment purposes only, for the account of the Subscriber, not as a nominee or agent, and not with the view to any resale or distribution of any part thereof, and the Subscriber is not participating, directly or indirectly, in an underwriting of such Securities and will not take, or cause to be taken, any action that would cause the Subscriber to be deemed an "underwriter", as defined in Section 2(11) of the U.S. Securities Act of such Securities; agrees that if it decides to offer, sell or otherwise transfer any of the Securities, such Securities may not be offered, sold or otherwise transferred unless (A) the transfer is made to the Company, or (B) the transfer is made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, (C) the transfer is made in accordance with the exemption from registration under the U.S. Securities Act provided by Rules 144 or 144A thereunder, if available, and in compliance with any applicable state securities laws, or (D) the transfer is made in a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, and it has furnished to the Company an opinion from counsel of recognized standing or other evidence to such effect reasonably satisfactory to the Company prior to such offer, sale or transfer; understands that each certificate representing the Securities, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legends: a legend for United States securities laws purposes until such time as the same is no longer required under applicable requirements of the U.S. Securities Act, or applicable state securities laws, as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULES 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION FROM COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE TO SUCH EFFECT REASONABLY SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER." provided, that if any Securities are being sold outside the United States in compliance with Rule 904 of Regulation S, at a time when the Company is a "foreign issuer" as defined in Regulation S, the legends set forth in this paragraph many be removed in connection therewith upon delivery of a declaration to the effect set forth in Schedule "A" to this Stock Purchase Agreement, or in such other form as the Company may from time to time reasonably prescribe, to the Company's Business Plan; registrar and transfer agent. The Subscriber acknowledges that the Company is not obligated to remain a "foreign" issuer as defined in Regulations S; a legend for Canadian Securities Laws purposes, as follows: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE, HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE." (bthe "Canadian Securities Laws Legend") is a resident of the jurisdiction of its address, as set out on the reverse hereof and all of the Subscriber's acts, directly or indirectly, in connection with this Subscription have occurred only in that jurisdiction; understands that the Securities have not been and will not be registered or qualified under a prospectus and are being sold in reliance on Exemptions from the requirement for the Company to, among other things, prepare and file and deliver to the Subscriber a prospectus or other offering document and that, as a result: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) the Subscriber will not receive a prospectus or other offering document and the Company is not required to provide the Subscriber with the information that would otherwise be required to be provided to the Subscriber under the Canadian Securities Laws in a prospectus or other offering document; (iii) the Subscriber is not entitled to certain civil remedies that would otherwise be available under the Canadian Securities Laws were the Securities to be sold under a prospectus or other offering document, for example, a right of action against the Company for a misrepresentation or withdrawal; and (iv) the Subscriber will not receive the benefits associated with a purchase of securities distributed under a prospectus or other offering document. believes that it is able to evaluate the merits and risks of an investment in the Securities and all other matters in connection with this Subscription and that the Subscriber has sought such advice as the Subscriber considers necessary from its registered securities adviser, broker or financial or other advisers, or the Subscriber believes that it has such knowledge and experience in financial or business affairs as to be capable of doing so; has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities; acknowledges that it has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had offered the opportunity to ask questions of and received receive answers from concerning the Company concerning the Companyand its proposed business, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers that all requests for such advice; (f) All documents, records and books pertaining information have been complied with to the Subscriber's investment have full satisfaction; further represents and acknowledges that it has been made available solely responsible for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records its own "due diligence" investigation of the Company will be available upon reasonable noticeand its management and business, for inspection by investors during reasonable business hours at the Company's principal place its own analysis of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in such investment, and for its own analysis of the fairness and desirability of the terms of such investment; further represents and acknowledges that it has relied solely upon publicly available information relating to the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that such other information as provided by the Company is relying solely and this Stock Purchase Agreement and not upon any verbal or written representation as to any fact or otherwise made by or on behalf of the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid Company or given any commission employee, agent or affiliate thereof or any other remuneration in connection with person associated therewith; acknowledges that the purchase of the Note. The Securities involves risk, that there is no government or other guarantee or insurance covering the Securities and that the Subscriber has not received any public media advertisements may lose its entire investment; understands that the Securities are subject to resale restrictions under the Canadian Securities Laws and has not been solicited by any form of mass mailing solicitationagrees that it is the Subscriber's responsibility to investigate and to comply with those resale restrictions; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies acknowledges that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the NoteSecurities has not been made through or as a result of any advertising; and acknowledges that the purchase of the securities has not been made through an agent.

Subscriber's Representations and Warranties. In addition to the representations and warranties in the CP and CPS, Subscriber represents and warrants to Certainly and, as applicable, Relying Parties that: (a) All material information Subscriber provides to Certainly in Subscriber’s Certificate Application or related to the issuance of a Certificate to Subscriber is accurate, complete and up to date. Subscriber will notify Certainly if any information Subscriber provides to Certainly in Subscriber’s Certificate Application or related to the issuance of a Certificate to Subscriber changes, becomes misleading or inaccurate, or is no longer valid. The information Subscriber provides to Certainly in Subscriber’s Certificate Application does not infringe the intellectual property rights of any third party and has received, not been used for any unlawful purpose. Subscriber will promptly cease using and request revocation of any Certificate if the data included therein has carefully read and understands the Company's Business Plan;become inaccurate or misleading. (b) Subscriber will not use a Certificate until after Subscriber has reviewed and verified the accuracy of the data included in the Certificate. Subscriber will promptly notify Certainly if Subscriber becomes aware of any misuse of a Certificate. Subscriber will ensure that Subscriber, or someone explicitly authorized by Subscriber (e.g. a Procuring Party), has been furnished with and remains the only person(s) in possession of Subscriber’s Private Key and all additional documents materials and information which Subscriber protecting Subscriber’s Private Key, and no unauthorized person has requested;had or will have access to such materials and information. (c) Subscriber has had will use Certificates in compliance with all applicable laws and in accordance with this Agreement and any applicable standards as an end user and not as a Certificate Authority to issue certificates, certificate revocation lists, or otherwise. Each digital signature created using Subscriber’s Private Key is the opportunity to ask questions of and received answers from the Company concerning the CompanySubscriber’s digital signature, the Note and the Warrants Certificate has been accepted and to obtain any additional information necessary to verify is operational (not expired or revoked) at the accuracy time the digital signature is created. Subscriber will not interfere with or reverse engineer the technical implementation of the information furnished;PKI (unless Subscriber cannot be prohibited from doing so under applicable law) except with the prior written approval of Certainly, and will not otherwise compromise the security of the PKI. (d) Subscriber has relied only on will not modify, reverse-engineer, sublicense or create a derivative work of any Certificate (except as required to use the foregoing information Certificate for its intended purpose), Private Key and documents will not (i) use or make any representations about a Certificate except as allowed in determining the CPS, (ii) use a Certificate to make this subscription;sign or distribute any software, file or code that may damage the operation of a third party’s computer or that is downloaded without a user’s consent or (c) intentionally create a Private Key that is substantially similar to a Certainly Private Key. (e) The Executive Summary Subscriber acknowledges that the above warranties are for the benefit of Certainly and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice;Relying Parties. (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company satisfy its obligations under this Section either directly or its principals, representatives or counsel) have through a representative such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTa Procuring Party. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. In order to induce Issuer to execute this Agreement and to consummate the transactions set forth herein, Subscriber represents and warrants thatXxxxxx X. Low, the beneficiary of the Subscriber (the "Beneficiary") hereby represent and warrant with and covenant to Issuer as follows: (a) 4.1. The Subscriber has received, has carefully read all requisite power and understands authority to enter into this Agreement and the Company's Business Plan;Registration Rights Agreement and subscriber for the Shares pursuant hereto. (b) Subscriber 4.2. Each of this Agreement and the Registration Rights Agreement has been furnished duly authorized, executed and delivered by or on behalf of the Subscriber and constitutes the valid and binding obligation of the Subscriber enforecable against the Subscriber in accordance with all additional documents its terms. 4.3. Subscriber acknowledges that its representatives and information which Subscriber has requested; (c) Subscriber has the Beneficiary have had the opportunity to ask questions of and received receive answers from qualified representatives of the Company Issuer concerning the Companybusiness of the Issuer and the terms and conditions of this Agreement, and all of such questions have been answered to such representatives' and the Beneficiary's satisfaction. Subscriber's representatives and the Beneficiary have reviewed the Issuer's Annual Report on Form 10-K for the year ended December 31, 1996, a copy of which is attached hereto as Exhibit B, the Note Issuer's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997, a copy of which is attached hereto as Exhibit C, the Issuer's audited financial statements as of December 31, 1997 and for the years ended December 31, 1996 and 1997 a copy of which is attached hereto as Exhibit D and the Warrants Company's May 8, 1998 press release relating to earnings for its fiscal year ended December 31, 1997 and to obtain any additional information necessary to verify the accuracy quarter ended March 31, 1998, a copy of which is attached hereto as Exhibit E. In addition, the Subscriber acknowledges that as a result of the information furnished; Company's being subject to the reporting requirements of the Securities Exchange Act of 1934 (d) Subscriber has relied only on the foregoing information "Exchange Act"), the Subscriber's representatives and documents in determining the Beneficiary have had access to, and an opportunity to make this subscription; (e) The Executive Summary review all other periodic and other information furnished reports filed by the Company do not constitute investment, accounting, legal or tax advice and with the SEC pursuant to the Exchange Act. 4.4. Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, represents that its representatives and the relevant books Beneficiary are sophisticated investors familiar with the type of risks inherent in the acquisition of securities such as the Shares and records that, by reason of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such their knowledge and experience in legal, financial and business matters as to be in general, and investments of this type in particular, they are each capable of evaluating the merits and risks of investing an investment by Subscriber in the Company Shares, including, but not limited to the risks enumerated in Exhibit F attached hereto. Such representatives and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration Beneficiary have performed their own due diligence investigation in connection with Subscriber's subscription for the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTShares. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber 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 MinnErgy that: (a) Subscriber a. he, she or it has receivedreceived a copy of MinnErgy’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; b. the units of MinnErgy are offered and sold in reliance upon a federal securities registration; state registrations in Iowa, has carefully read Minnesota, and Wisconsin; and exemptions from securities registrations in various other states, and understands that the Company's Business Planunits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) c. the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than Iowa, Minnesota, and Wisconsin and that MinnErgy is relying in part upon the representations of the undersigned Subscriber has been furnished with all additional documents and information which Subscriber has requestedcontained herein; (c) Subscriber d. the securities subscribed for have not been approved or disapproved by the SEC, or the Iowa, Minnesota, and Wisconsin Securities Departments or any other regulatory authority, nor has had any regulatory authority passed upon the opportunity accuracy or adequacy of the Prospectus; e. he, she or it intends to ask questions 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. there is no present market for MinnErgy’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. he, she or it is 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. he, she or it has received answers from a copy of MinnErgy’s Second Amended and Restated Member Control Agreement, dated May 4, 2007, and understands that upon closing the Company concerning the Companyescrow by MinnErgy, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedAmended and Restated Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. the units are subject to substantial restrictions on transfer under certain tax and securities laws along with restrictions in MinnErgy’s Second Amended and Restated Member Control Agreement, and agrees that if the foregoing information and documents membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Member Control Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable tax and securities laws; j. he, she or it meets the suitability test marked in Item E.5 above; k. he, she or it is capable of bearing the economic risk of this investment, including the possible total loss of the investment; [Minnesota subscribers should NOT initial this subsection]; l. MinnErgy 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 MinnErgy in their sole discretion: THE TRANSFERABILITY OF THE COMPANY 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, 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 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, AND UNDER APPLICABLE STATE SECURITIES LAWS. m. to enforce the above legend, MinnErgy may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do covering all certificates representing any of the membership units; n. he, she or it may not include transfer or assign this Subscription Agreement, or any of the Company subscriber’s interest herein without the prior written consent of MinnErgy; o. he, she or it has written his, her, or its principalscorrect taxpayer identification number under Item E.2 on this Subscription Agreement; p. he, representatives she or counsel) have such knowledge and experience in legalit is not subject to back up withholding either because he, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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); q. execution of the attached Promissory Note and Security Agreement will allow MinnErgy or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and r. MinnErgy may retain possession of certificates representing subscriber’s units to perfect its security interest in those units. Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. Subscriber hereby represents and warrants thatto the Company, its officers and directors as follows: (a) Subscriber has receivedbeen furnished, at least forty-eight (48) hours prior to signing this Agreement, and has carefully read and understands the Company's Business Plan;completely understands, this Agreement. (b) Neither the Company nor any person acting on behalf of the Company has offered or sold the Offered Securities to Subscriber has been furnished with all additional documents and information which Subscriber has requested;by means of any form of general solicitation or general advertising. (c) Subscriber has had not received, paid or given, directly or indirectly, any commission or remuneration for or on account of any sale, or the solicitation of any sale, of the Offered Securities to Subscriber. (d) Subscriber has reviewed his/her/its financial condition and commitments and is satisfied that he/she/it has the financial ability to bear the economic risk of his/her/its entire investment through a purchase of the Offered Securities; has adequate net worth and means of providing for his/her/its current needs and contingencies; has the ability to sustain a complete loss of his/her/its investment in the Company; and has no need for liquidity in his/her/its investment in the Company. (e) The Offered Securities to be acquired hereunder are being acquired for Subscriber's own account for investment and not as a nominee or agent for the benefit of any other person, and Subscriber has no present intention of distributing or reselling the Offered Securities. (f) Subscriber understands that the Offered Securities have not been registered under the Securities Act of 1933, as amended (the "ACT"), or under the laws of any other jurisdiction, and that, except as otherwise expressly noted in this Agreement, the Company is under no obligation to so register the Offered Securities. Subscriber understands and agrees that the Offered Securities must be held indefinitely unless they are subsequently registered under the Act or an exemption from registration is available. (g) Subscriber understands that all documents evidencing the Offered Securities which Subscriber has actually purchased pursuant to this Subscription Agreement (the "SUBSCRIBED SHARES") will bear legends indicated that the Subscribed Shares have not been registered under the Act or any state securities laws and neither such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under the Act or such laws or an exemption from registration under the Act and such laws, which if available, in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for the Company, and Subscriber understands and agrees that stop-order instructions prohibiting transfer of the Subscribed Shares may be issued and filed by the Company on the Company's records as a means of preventing the sale or disposition of the Subscribed Shares otherwise than in accordance with this Agreement and applicable law. (h) Subscriber has been supplied sufficient information reasonably necessary to enable such Subscriber to make an informed investment decision regarding the Offered Securities. (i) Subscriber is aware that an investment in the Company involves a high degree of risk, lack of liquidity, and substantial restrictions on transferability of the Offered Securities, as well as other risks. (j) Subscriber is aware that investment returns set forth in any documentation provided in connection with the offering of the Offered Securities are not necessarily comparable to the returns, if any, which may be achieved by the Company. (k) Subscriber is aware that no federal or state agency has passed upon the Offered Securities or made any finding or determination as to the fairness of this investment. (l) Subscriber has such knowledge and experience in business matters that Subscriber is capable of evaluating the merits and risks of the proposed investment. (m) Subscriber is aware that he/she/it is not entitled to cancel, terminate or revoke this subscription. (n) Subscriber has carefully reviewed and understands the risks of, and other considerations relating to, a purchase of the Offered Securities. (o) In connection with Subscriber's investment, he/she/it has obtained the advice of his/her/its own investment advisers, counsel and accountants (collectively "INVESTMENT ADVISERS"), or has sufficient experience in investing in similar, non-public companies to satisfactorily represent his/her/its own interests in this investment. (p) Subscriber and his/her/its Investment Advisers have been furnished any materials relating to the Company, the offering of the Offered Securities, and anything else Subscriber and/or his/her/its Investment Advisers have requested and have been afforded the opportunity to ask questions of and received answers from the Company Company's officers concerning the Company, terms and conditions of the Note and the Warrants offering and to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the information furnished;foregoing materials. (dq) In the opinion of Subscriber has and/or his/her/its Investment Advisors, the Company's officers have satisfactorily responded to all inquiries that Subscriber and his/her/its Investment Advisers have put to them concerning the Company, the Company's officers and directors, or any other matters relating to the creation, operations, business, and prospects of the Company and the terms and conditions of the offering and sale of the Offered Securities. (r) Neither Subscriber nor his/her/its Investment Advisers have been furnished any offering literature on which they have relied other than this Agreement and any documents referenced in this document, including any amendments or supplements hereto (if any), and Subscriber and his/her/its Investment Advisers have relied only on the foregoing such information and documents in determining to make this subscription; (e) The Executive Summary and other the information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection to them by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principalsofficers, representatives or counselas described in Section 4(p) have hereof. (s) Subscriber is an "ACCREDITED INVESTOR" as such knowledge term is defined in Rule 501 of Regulation D promulgated under the Act. (t) If Subscriber is a natural person, he/she (1) has reached the age of majority in the state indicted beneath Subscriber's name on the signature page of this Agreement, which is the state in which Subscriber is domiciled; (2) Subscriber has all requisite legal capacity for the purchase of Offered Securities; (3) Subscriber has all requisite legal capacity for the execution and experience in legal, financial delivery of this Agreement and business matters as each other document required to be capable executed and delivered by Subscriber in connection with this subscription for Offered Securities and as such this Agreement, and each such other document will constitute valid and legally binding obligations of evaluating the merits and risks of investing Subscriber in the Company and of making an informed investment decision;accordance with their terms. (hu) If Subscriber understandsis a partnership, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission corporation, limited liability company, trust, estate or other remuneration entity, such entity has the full legal right and power and all authority and approval required (1) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such entity in connection with the purchase of the Note. The Subscriber has not received any public media advertisements Offered Securities; (2) to purchase and has not been solicited by any form hold such Offered Securities; and (3) the signature of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTthe party signing on behalf of such entity is binding upon such entity. (kv) The If subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber understands acknowledges that investment in the meaning Offered Securities poses additional risks, including the inability to use losses generated by an investment in the Offered Securities to offset taxable income. (w) Neither the execution, delivery or performance of this Agreement or any other document required to be executed and legal consequences delivered by Subscriber in connection with this subscription for Offered Securities, nor the consummation of any of the foregoing representations transactions contemplated hereby or thereby by Subscriber, (1) will violate or conflict with any law, rule, regulation, judgment, order or decree of any court or other governmental body (and warrantiesif Subscriber is an entity, will also not violate its Certificate of Incorporation or By-laws or other constituent or organizational documents), (2) will conflict with or result in any breach or default under, permit any party to accelerate any rights under or terminate, (3) will result in the imposition of any Encumbrance (hereinafter defined) on any asset of Subscriber, or (4) will require any consent or approval of, notice to, or filing with any entity or person, except for any notice or filing which will be made on a timely basis. The For purposes of this Agreement, the term "ENCUMBRANCE" shall mean any security interest, mortgage, lien, pledge or charge or encumbrance pursuant to the provision of any material contract, indenture, mortgage, lease, franchise, license, permit authorization, instrument or agreement of any kind to which Subscriber certifies that each is a party or by which Subscriber is bound or to which the properties or assets of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the NoteSubscriber are subject.

Subscriber's Representations and Warranties. To induce the Company to issue the Shares to the Subscriber, the Subscriber represents hereby represents, warrants, and warrants thatagrees as follows: (a) The Subscriber is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of this investment and to make an informed decision relating thereto. The Subscriber has receivedthe financial capability for making the investment, has carefully read can afford a complete loss of the investment, and understands the Company's Business Plan;investment is a suitable one for the Subscriber. (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and received receive answers from representatives of the Company concerning the finances, operations, business, and prospects of the Company. (c) The Subscriber is acquiring the Shares for its own account for the purpose of investment and not with a view to, or for resale in connection with, the Note distribution thereof, nor with any present intention of distributing or selling the Shares. The Subscriber understands that the Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are not being registered under any state “blue sky” laws, and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished;Shares may not be transferred except in compliance with such laws. (d) The Subscriber has relied only on understands that the foregoing information Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and documents that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Subscriber obtains an opinion of counsel, in determining form and substance satisfactory to make this subscription;the Company and its counsel, that such registration is not required. (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice;not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon an independent examination and judgment as to the prospects of the Company. (f) All documentsThe Shares were not offered to the Subscriber by means of publicly disseminated advertisements or sales literature, records and books pertaining nor is the Subscriber aware of any offers made to Subscriber's investment have been made available for inspection other persons by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business;those means. (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration is an “accredited investor” as such term is defined in connection with the purchase Regulation D of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTSecurities Act. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. The Subscriber represents and warrants to the Issuer that: (a) The Subscriber has receivedfull legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has carefully read been duly executed and understands delivered by the Company's Business Plan;Subscriber and is the legal, valid and binding obligation of the Subscriber enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent transfer or other similar law affecting creditors’ rights generally, and subject to principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, election of remedies, estoppel and other similar doctrines affecting the enforceability of agreements generally, regardless of whether considered in a proceeding in equity or at law. (b) The Subscriber has been furnished with all additional documents advised that the Note and information which Subscriber has requested;Warrants have not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. (c) The Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, is purchasing the Note and Warrants to be acquired by theSubscriber hereunder for its own account and not with a view to, or for resale inconnection with, the distribution thereof in violation of the Securities Act. (d) The Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the investment in the Note and Warrants, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. (e) The Subscriber is an accredited investor as that term is defined inRegulation D under the Securities Act. (f) The Subscriber had and continues to have an opportunity (i) to question, and to receive information from the Issuer concerning the Issuer and the Subscriber’s purchase of the Note and Warrants each from the Issuer, and (ii) to obtain any and all additional information necessary to verify the accuracy of any information which the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining deems relevant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining decision as to sell Subscriber the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements Note and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDWarrants, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTprovided in both cases that the Issuer possesses such information or can acquire it without unreasonable effort or expense. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below, the subscriber represents and warrants thatto GGE that he, she or it: (a) Subscriber a. has receivedreceived a copy of GGE's Prospectus; b. has been informed that the Units of GGE are offered and sold in reliance upon a federal securities registration, has carefully read an Iowa securities registrations, and exemptions from securities registrations in various other states, and understands that the Company's Business PlanUnits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the State of Iowa , and information which that GGE is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the Iowa Securities Department or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to ask questions 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 GGE'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 received answers from a copy of the Company concerning GGE Operating Agreement, and understands that upon closing the Companyescrow by GGE, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the foregoing information GGE Operating Agreement and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; i. 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; j. understands that GGE 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 GGE 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 AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS. k. understands that, to enforce the above legend, GGE may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do not include covering all certificates representing any of the Company or its principals, representatives or counsel) have such membership units; l. has knowledge and experience in legal, business and financial and business matters as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Company and of making an informed investment decision; (h) Subscriber understandsUnits, acknowledges and agrees believes that the Company investment in Units is relying solely upon suitable for the representations subscriber and warranties made herein in determining to sell Subscriber can bear the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with economic risk of the purchase of Units including the Note. The Subscriber total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein; n. has written his, her, or its correct taxpayer identification number under Item E.2 on this subscription agreement; o. is not received any public media advertisements and subject to backup withholding either because he, she or it has not been solicited 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 GGE or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and q. acknowledges that GGE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units. Date: _____________________________ ___________________________________________ ___________________________________________ Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDName of Entity (Please Print) ___________________________________________ ___________________________________________ Signature of Individual Print Name and Title of Officer ___________________________________________ ___________________________________________ Name of Joint Individual Subscriber (Please Print) Signature of Officer Dated this day of , NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT200 . (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber represents and warrants that: (a) Subscriber has received, has carefully read and understands the CompanyCorporation's Business Planinvestment plan is as described in the Memorandum; (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company Corporation concerning the Company, the Note Corporation and the Warrants Units and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber has relied only on the foregoing information Agreement and documents in determining to make the Memorandum when making this subscription; (e) The Executive Summary and other information furnished by the Company do Corporation does not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company Corporation will be available upon reasonable notice, for inspection by investors during reasonable business hours at the CompanyCorporation's principal place of business. The marketing documents provided by the Corporation to the Subscriber do not constitute a part of the Agreement and are only for informational purposes; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company Corporation or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company Corporation and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company Corporation is relying solely upon the representations and warranties made herein in determining to sell Subscriber the NoteUnits; (i) The Except as otherwise specifically disclosed herein, the Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the NoteUnits. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the NoteUnits.

Subscriber's Representations and Warranties. Subscriber 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 thatto E Energy Axxxx that he, she or it: (a) Subscriber a. has receivedreceived 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 Axxxx are offered and sold in reliance upon a federal securities registration; state registrations in Nebraska, has carefully read Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida; and exemptions from securities registrations in various other states, and understands that the Company's Business Planunits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents 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 information which Florida and that E Energy Axxxx is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity 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 ask questions 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 answers from a copy of the Company concerning E Energy Axxxx Operating Agreement, dated April 25, 2005, and understands that upon closing the Companyescrow by E Energy Axxxx, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. understands that the units are subject to substantial restrictions on transfer under certain tax and securities laws along with restrictions in the foregoing information E Energy Axxxx Operating Agreement, and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas 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; k. understands that E Energy Axxxx 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 Axxxx 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 Axxxx may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do covering all certificates representing any of the membership units; m. may not include transfer or assign this Subscription Agreement, or any of the Company subscriber’s interest herein without the prior written consent of E Energy Axxxx; n. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this Subscription Agreement; (h) Subscriber understandso. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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 Axxxx or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and q. acknowledges that E Energy Axxxx may retain possession of certificates representing subscriber’s units to perfect its security interest in those units. Signature of Subscriber/Joint Subscriber: Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto Agassiz Energy that he, she or it: (a) Subscriber a. has receivedreceived 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; 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 carefully read received a copy of the Agassiz Energy Second Amended and Restated Member Control Agreement, dated September 6, 2006, and understands that upon closing the Company's Business Planescrow 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; (b) Subscriber has been furnished e. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with all additional documents restrictions in the Agassiz Energy Member Control Agreement and information which Subscriber has requested; (c) Subscriber has had agrees that if the opportunity to ask questions of and received answers from membership units or any part thereof are sold or distributed in the Company concerning the Companyfuture, the Note and subscriber shall sell or distribute them pursuant to the Warrants and to obtain any additional information necessary to verify the accuracy terms of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeMember Control Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; (g) Subscriber and Subscriber's advisors (which advisors do 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 TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. h. may not include transfer or assign this subscription agreement, or any of the Company subscriber’s interest herein; i. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this subscription agreement; (h) Subscriber understandsj. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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 form legal means, including, but not limited to, acquisition of mass mailing solicitationa 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. Signature of Subscriber/ Joint Subscriber: Date: Individuals: Entities: Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK 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 THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDSUBSCRIPTION BY AGASSIZ ENERGY, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOFLLC: Agassiz Energy, LLC hereby accepts the subscription for the above Units. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULTDated this day of , THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences 200__ AGASSIZ ENERGY, LLC By: Its: If you are a Minnesota resident, Agassiz Energy cannot complete a sale of the foregoing representations and warrantiesUnits to you until at least five business days after you receive the Prospectus. The Subscriber certifies that each Date of the foregoing representations and warranties is true and correct as Subscription Agreement: , 200 . Number of the date hereof and shall survive the execution hereof and the purchase Units subscribed Total Purchase Price ($1.00 per Unit multiplied by number of the Note.units Subscribed)

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto Bootheel that he, she or it: (a) Subscriber a. has receivedreceived a copy of Bootheel’s Prospectus dated and the exhibits thereto; b. has been informed that the Units of Bootheel are offered and sold in reliance upon a federal securities registration; Missouri exemption and from securities registrations and exemptions in various other states, has carefully read and understands that the Company's Business PlanUnits to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than as described herein and information which that Bootheel is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the Missouri Securities Department or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to ask questions 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 Bootheel’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 to the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received answers from a copy of the Company concerning the CompanyBootheel Operating Agreement and understands that acceptance upon financial closing, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreements which contains, among other things, provisions that restrict the transfer of membership units; A-4 i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Bootheel Operating Agreement and Bootheel’s Unit Transfer Policy attached to the Operating Agreement as Exhibit C 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, the Unit Transfer Policy, the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; (d) Subscriber has relied only on j. meets the foregoing information suitability test marked in Item 5 above and documents in determining to make is capable of bearing the economic risk of this subscriptioninvestment, including the possible total loss of the investment; (e) The Executive Summary and other information furnished k. understands that Bootheel will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Company do not constitute investmentDirectors of Bootheel in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, accountingASSIGNED, legal or tax advice 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 AND UNIT TRANSFER AGREEMENT AS AGREED TO BY EACH MEMBER. 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, Bootheel may place a stop transfer order with its registrar and Subscriber is relying on professional advisers for such advicestock transfer agent (if any) covering all certificates representing any of the membership units; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such m. has knowledge and experience in legal, business and financial and business matters as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Company and of making an informed investment decision; (h) Subscriber understandsUnits, acknowledges and agrees believes that the Company investment in Units is relying solely upon suitable for the representations subscriber and warranties made herein in determining to sell Subscriber can bear the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with economic risk of the purchase of Units including the Note. The Subscriber total loss of the undersigned’s investment; n. may not transfer or assign this Subscription Agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not received any public media advertisements and subject to back-up withholding either because he, she or it has not been solicited notified by any form the Internal Revenue Services (“IRS”) that he, she or it is subject to back-up withholding as a result of mass mailing solicitation; and a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to back-up withholding (jNote this clause (p) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOFshould be crossed out if the back-up withholding box in Item 2 is checked. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. DATE: _ _ INDIVIDUALS: ENTITIES: Name of Individual Subscriber (kPlease Print) The Name of Entity (Please Print) Signature of Individual Print Name and Title Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual

Subscriber's Representations and Warranties. Subscriber 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 thatto Highwater Ethanol that he, she or it: (a) Subscriber a. has receivedreceived a copy of Highwater Ethanol’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; b. has been informed that the units of Highwater Ethanol are offered and sold in reliance upon a federal securities registration; state registrations in Florida, has carefully read Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin; and exemptions from securities registrations in various other states, and understands that the Company's Business Planunits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability [Minnesota subscribers should NOT initial this subsection]; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and information which Wisconsin and that Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein[Minnesota subscribers should NOT initial this subsection]; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the SEC, or the Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus [Minnesota subscribers should NOT initial this subsection]; e. intends to ask questions 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. has been informed that there is no present market for Highwater Ethanol’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 [Minnesota subscribers should NOT initial this subsection]; h. has received answers from a copy of the Company concerning Highwater Ethanol Member Control Agreement, dated May 4, 2006, and understands that upon closing the Companyescrow by Highwater Ethanol, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedMember Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber i. has relied only been informed that the units are subject to substantial restrictions on transfer under certain tax and securities laws along with restrictions in the foregoing information Highwater Ethanol Member Control Agreement, and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Member Control Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable tax and securities laws; j. meets the suitability test marked in Item E.5 above; k. is capable of bearing the economic risk of this investment, including the possible total loss of the investment [Minnesota subscribers should NOT initial this subsection]; l. has been informed that Highwater Ethanol 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 Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS DOCUMENT 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, THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT AND AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. m. has been informed that, to enforce the above legend, Highwater Ethanol may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do covering all certificates representing any of the membership units; n. may not include transfer or assign this Subscription Agreement, or any of the Company subscriber’s interest herein without the prior written consent of Highwater Ethanol; o. has written his, her, or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decisioncorrect taxpayer identification number under Item E.2 on this Subscription Agreement; (h) Subscriber understandsp. is not subject to back up withholding either because he, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; (i) The Subscriber has not paid she or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and it has not been solicited 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); q. has been informed that execution of the attached Promissory Note and Security Agreement will allow Highwater Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTr. acknowledges that Highwater Ethanol may retain possession of certificates representing subscriber’s units to perfect its security interest in those units. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber Except as otherwise provided below, 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 thatto the Company that he, she or it: a. has received a copy of the Company’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto; b. has been informed that the units of the Company are offered and sold in reliance upon a federal securities registration; state registrations in Illinois, Iowa, Kansas, Missouri, Nebraska, South Dakota, Wisconsin, and New York; and exemptions from securities registrations in various other states; c. understands that the units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; d. 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 Illinois, Iowa, Indiana, Kansas, Missouri, Nebraska, South Dakota, Wisconsin, and New York (aand, potentially, various other states) and that the Company is relying in part upon the representations of the undersigned Subscriber contained herein; e. has receivedbeen informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the SEC, or the Illinois, Iowa, Indiana, Kansas, Missouri, Nebraska, South Dakota, Wisconsin, and New York Securities Departments or any other regulatory authority, nor has carefully read 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) that the Units will not trade on an exchange or automatic quotation system, (iii) that no such market is expected to develop in the future, and (iv) that there are significant restrictions on the transferability of the Units; h. has been encouraged to rely on the advice of his/her/its legal counsel and accountants or other financial advisers with respect to tax and/or other considerations relating to the purchase and ownership of Units; i. has received a copy of the Company’s Amended and Restated Operating Agreement (the “Operating Agreement), dated January 11, 2008, and understands that upon closing the Company's Business Plan; (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning escrow by the Company, the Note subscriber and the Warrants and to obtain any additional information necessary to verify Units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of Units; (d) Subscriber has relied j. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws in addition to those 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 on in strict accordance with the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by terms of the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeCompany’s Operating Agreement, and the relevant books requirements of the Securities Act of 1933, as amended, and records applicable federal and 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 Directors of the Company will be available upon reasonable noticein its sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, for inspection by investors during reasonable business hours at 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. m. understands that, to enforce the Company's principal above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of businessthe Units; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such n. has sufficient knowledge and experience in legal, business and financial and business matters so as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Units. [Nebraska investors should NOT initial this subsection]. 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; [Nebraska investors should NOT initial this subsection]. p. may not transfer or assign this Subscription Agreement, or any of the subscriber’s interest herein; q. has written his, her, or 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 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 because the IRS has notified Subscriber that he, she or 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 the execution of the attached Promissory Note and Security Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of making an informed investment decision;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 (h) Subscriber understands, t. acknowledges and agrees that the Company is relying solely upon may retain possession of certificates representing the representations Subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and warranties made herein in determining to sell Title of Officer Name of Joint Individual Subscriber the Note; (iPlease Print) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase Signature of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form Officer Signature of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto Victory that he, she or it: (a) Subscriber a. has receivedreceived a copy of Victory’s Registration Statement dated [effective date] and the exhibits thereto; b. has been informed that the Units of Victory are offered and sold in reliance upon a federal securities registration; Iowa and South Dakota securities registrations; and exemptions from securities registrations in various other states, has carefully read and understands that the Company's Business PlanUnits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa and information which South Dakota, and that Victory is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the Iowa 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 ask questions 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 Victory’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 rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received answers from a copy of Victory’s Amended and Restated Operating Agreement, dated May 1, 2006, and understands that upon closing the Company concerning the Companyescrow by Victory, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedAmended And Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in Victory’s Amended and Restated Operating Agreement and agrees that if the foregoing information 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 Amended and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeRestated Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Victory 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 Victory in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS DOCUMENT 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, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY AND AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED BY THIS DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN 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, Victory may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do not include covering all certificates representing any of the Company or its principals, representatives or counsel) have such membership units; m. has knowledge and experience in legal, business and financial and business matters as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Company and of making an informed investment decision; (h) Subscriber understandsUnits, acknowledges and agrees believes that the Company investment in Units is relying solely upon suitable for the representations subscriber and warranties made herein in determining to sell Subscriber can bear the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with economic risk of the purchase of Units including the Note. The Subscriber total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item E.2 on this subscription agreement; p. is not received any public media advertisements and subject to back up withholding either because he, she or it has not been solicited 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); q. understands that execution of the attached Promissory Note and Security Agreement will allow Victory or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and r. acknowledges that Victory may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. The Subscriber represents hereby makes the representations and warrants that:warranties set forth below with the express intention that they be relied upon by the Club in determining the suitability of the Subscriber to purchase the Note(s). If the Subscriber is purchasing the Note(s) subscribed for hereby in a fiduciary capacity, the representations and warranties set forth herein are made on behalf of the person or persons for whom the Subscriber is so purchasing. (a) If the Subscriber is an individual, he or she is a citizen of the United States, at least 21 years of age and a bona fide resident and domiciliary (not a temporary or a transient resident) of the state shown in Schedule A, and has received, has carefully read and understands the Company's Business Plan;no intention of becoming a resident of any other state or jurisdiction. (b) The Subscriber is fully aware that the Note subscribed for hereunder has not been furnished with all additional documents and information which Subscriber has requested;registered under the Securities Act of 1933, as amended (the “Act”), or under any applicable state securities law. (c) The Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, is acquiring the Note for his own account (or in such fiduciary capacity as is indicated) as principal for the Subscriber’s investment and the Warrants and not with a view to obtain any additional information necessary to verify the accuracy of the information furnished;resale or distribution. (d) Immediately prior to execution of this Agreement by the Subscriber, the Subscriber has relied only on was able to bear the foregoing information economic risk of the investment contemplated hereby, and documents in determining to make this subscription;either: (ei) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have had such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing the prospective investment; or (ii) The Subscriber and the Subscriber’s purchaser representative together had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the prospective investment. (e) The Subscriber (or the Subscriber’s purchaser representative if the Subscriber has authorized such): (i) acknowledges that the Club has given the Subscriber the opportunity to review the Club’s distributed financial statements and form IRS Form 990EZ; and (ii) has been given the opportunity to ask questions of, and receive answers from, the officers and board of the Club concerning the terms and conditions of the Offering and to obtain such additional information that the Club possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information that was otherwise provided, and the Subscriber has not been furnished any other offering literature or prospectus. (f) The Subscriber recognizes that purchase of the Note involves substantial risks and has taken full cognizance of and understands such risks. In deciding whether to purchase the Note subscribed for herein, the Subscriber has weighed these risks against the potential return. (g) Considering all relevant factors in the Company Subscriber’s financial (and, if an individual, personal) circumstances, the Subscriber is able to bear the economic risk of the investment. The Subscriber has adequate means of providing for the Subscriber’s current needs (and, if an individual, possible personal contingencies) and has no need in the foreseeable future for liquidity of making the investment in the Note. The Subscriber’s financial responsibility, measured by net worth and after-tax income, is such that the subscription for and purchase of the Note hereunder is not material when compared to the Subscriber’s total financial capacity. (h) The Subscriber has sought such accounting, legal and tax advice as the Subscriber has considered necessary to make an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note;. (i) The Subscriber is aware that no federal or state agency has not paid made any finding or given any commission or other remuneration determination as to the fairness of investment in connection with the purchase of the Note. The Subscriber has not received , nor any public media advertisements and has not been solicited by recommendation or endorsement of any form of mass mailing solicitation; andsuch investment. (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDThe Subscriber acknowledges that if a purchaser representative has been utilized by the Subscriber in evaluating the investment as contemplated hereby, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULTthe Subscriber has been advised by such purchaser representative as to the merits and risks of the investment in general and the suitability of the investment for the Subscriber in particular, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTand such purchaser representative has co- executed this Agreement. (k) The Subscriber understands has received, completed and returned to the meaning Club Schedule A relating to the Subscriber’s general ability to bear the risks of an investment in the Club and legal consequences suitability as an investor in a private offering, and the Subscriber hereby affirms the correctness of the foregoing representations answers to Schedule A and warranties. all other written or oral information concerning the Subscriber’s suitability provided to the Club by, or on behalf of, the Subscriber. (l) The Subscriber certifies that each agrees to indemnify and hold harmless the Club and its affiliates from any liability, loss or expense (including reasonable attorney’s fees, judgments, fines and amounts paid in settlement, payable as incurred) if the Subscriber, alone or with others, breaches any of the foregoing representations and or warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Notecontained in this subscription offer.

Subscriber's Representations and Warranties. Subscriber represents and warrants on the date hereof and upon the making of each of the Monthly Payments that: (a) : Subscriber has received, has carefully read and understands the Company's Business Plan; (b) Risk Factors detailed on Exhibit “A” attached hereto and the Operating Agreement attached as Exhibit “B”; Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) ; Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note Company and the Warrants Class B Preferred Units and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) ; Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary ; Exhibit “A”, Exhibit “B” and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and advice. Subscriber is relying on professional advisers for such advice; (f) ; All documents, records and books pertaining to Subscriber's ’s investment have been made available for inspection by Subscriber and by Subscriber's ’s attorney, and/or Subscriber's ’s accountant and/or Subscriber's Subscriber ’s representative, and that the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's ’s principal place of business; (g) ; Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing recognizes that an investment in the Company Class B Preferred Units involves substantial risk factors, including, but not limited to, those set forth under “Risk Factors” in Exhibit “A”; and of making an informed investment decision; (h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber it the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTClass B Preferred Units. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants thatto Gold Energy that he, she or it: (a) Subscriber a. has receivedreceived a copy of Gold Energy’s Prospectus dated [effective date] and the exhibits thereto; b. has been informed that the Units of Gold Energy are offered and sold in reliance upon a federal securities registration; South Dakota, has carefully read North Dakota and Minnesota securities registrations; and exemptions from securities registrations in various other states, and understands that the Company's Business PlanUnits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that 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 Dakota, North Dakota and information which Minnesota, and that Gold Energy is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity 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; e. intends to ask questions 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 Gold 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; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received answers from a copy of the Company concerning Gold Energy Member Control Agreement, dated November 9, 2005, and understands that upon closing the Companyescrow by Gold Energy, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedMember Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the foregoing information Gold Energy Member Control Agreement and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Member Control Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Gold 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 Gold 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 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, Gold Energy may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do not include covering all certificates representing any of the Company or its principals, representatives or counsel) have such membership units; m. has knowledge and experience in legal, business and financial and business matters as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Company and of making an informed investment decision; (h) Subscriber understandsUnits, acknowledges and agrees believes that the Company investment in Units is relying solely upon suitable for the representations subscriber and warranties made herein in determining to sell Subscriber can bear the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with economic risk of the purchase of Units including the Note. The Subscriber total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item E.2 on this subscription agreement; p. is not received any public media advertisements and subject to back up withholding either because he, she or it has not been solicited 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); q. understands that execution of the attached Promissory Note and Security Agreement will allow Gold Energy or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and r. acknowledges that Gold Energy may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (jPlease Print) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. Name of Entity (kPlease Print) The Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber understands the meaning and legal consequences (Please Print) Signature of the foregoing representations and warranties. The Subscriber certifies that each Officer Signature of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.Joint Individual Subscriber

Subscriber's Representations and Warranties. With the full knowledge that the Company and the Board of Managers of the Company (the "Manager") intend to rely upon the representations and warranties made herein, the Subscriber hereby represents and warrants thatto and for the benefit of the Company and the Manager as follows: (a) Subscriber has received, has carefully read and understands the Company's Business Plan; (b) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished; (d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; an "accredited investor" as that term is defined in Regulation (f) All documentsS)203.501 under the Securities Act of 1933, records and books pertaining to Subscriber's investment have been made available for inspection by as amended (the "Act"). The Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be is capable of evaluating the merits and risks of investing purchasing the PIK Preferred Interest. The Subscriber represents that the statements made by the Subscriber in the Confidential Investor Questionnaire completed and signed by him are true and correct in all material respects. (b) The Subscriber has been advised that (i) there will be no public market for the PIK Preferred Interest, (ii) it may not be possible to readily liquidate an investment in the PIK Preferred Interest, (iii) the PIK Preferred Interest cannot be resold without either registration under the Act and under applicable state securities laws, or an opinion of securities counsel that an exemption is available therefrom and (iv) the Company has no obligation to register the PIK Preferred Interest under the Act or supply information necessary to enable the Subscriber to make a sale of the PIK Preferred Interest under Rule 144 under the Act. (c) The Subscriber is purchasing the PIK Preferred Interest for investment for the Subscriber's own account and not with any present view towards resale or other distribution of making the PIK Preferred Interest. (d) The Subscriber is able to bear the economic risk of its investment in the PIK Preferred Interest and, at the present time, could afford a complete loss of such investment. The Subscriber has adequate means of providing for current needs and personal contingencies and has no need for liquidity in connection with its investment in the PIK Preferred Interest, and such investment in the PIK Preferred Interest will not cause the Subscriber's overall committed investments that are not readily marketable to become excessive. (e) The Subscriber represents that no Person has or will have, as a result of any act or omission by such Subscriber, any right, interest or valid claim against or upon the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, as a result of dealings with such Subscriber in connection with the transactions contemplated by this Agreement. (f) The Subscriber understands that no state or governmental authority has made any finding or determination relating to the fairness of an informed investment decision;in the PIK Preferred Interest. (g) This Agreement, the Amended Company Documents and all other instruments executed by the Subscriber in connection with the Subscriber's investment in the Company, (i) have been duly executed and delivered by the Subscriber, (ii) if the Subscriber is not a natural Person, have been duly authorized by all necessary action on behalf of the Subscriber, and (iii) are the legal, valid and binding obligations of the Subscriber, enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency or similar rules and subject to the application of general equitable principles. (h) The execution and delivery by the Subscriber understandsof this Agreement, acknowledges the Amended Company Documents and agrees that all other instruments executed in connection with its investment in the Company do not, and the performance thereof will not, (i) contravene any provision of existing law or regulations of any court or governmental order by which the Subscriber is relying solely bound, (ii) conflict with the charter, by-laws and/or other organization documents of the Subscriber, or (iii) conflict with, result in any breach of the term of, constitute a default under, or result in any encumbrance upon any of the representations and warranties made herein in determining properties of the Subscriber pursuant to, any indenture, mortgage, or other agreement or instrument to sell which the Subscriber the Note;is a party or by which it is bound. (i) The Subscriber has not paid or given any commission No approval, authorization, or other remuneration action by or filing with, any federal, state, municipal, or other governmental commission, board, or agency is required by the Subscriber in connection with the purchase execution and delivery by the Subscriber of this Agreement, the Note. The Subscriber has not received any public media advertisements Amended Company Documents and has not been solicited all other instruments executed in connection with the investment in the Company by any form the Subscriber, or the consummation of mass mailing solicitation; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the NotePIK Preferred Interest by the Subscriber.

Subscriber's Representations and Warranties. Subscriber You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below, the subscriber represents and warrants thatto GGE that he, she or it: (a) Subscriber a. has receivedreceived a copy of GGE's Prospectus; b. has been informed that the Units of GGE are offered and sold in reliance upon a federal securities registration, has carefully read an Iowa securities registrations, and exemptions from securities registrations in various other states, and understands that the Company's Business PlanUnits to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; (b) Subscriber c. has been furnished with all additional documents informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the State of Iowa , and information which that GGE is relying in part upon the representations of the undersigned Subscriber has requestedcontained herein; (c) Subscriber d. has had been informed that the opportunity securities subscribed for have not been approved or disapproved by the Iowa Securities Department or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to ask questions 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 GGE'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 received answers from a copy of the Company concerning GGE Operating Agreement, and understands that upon closing the Companyescrow by GGE, the Note subscriber and the Warrants and to obtain any additional information necessary to verify membership units will be bound by the accuracy provisions of the information furnishedOperating Agreement which contains, among other things, provisions that restrict the transfer of membership units; (d) Subscriber has relied only h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the foregoing information GGE Operating Agreement and documents agrees that if the membership units or any part thereof are sold or distributed in determining the future, the subscriber shall sell or distribute them pursuant to make this subscription; (e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representativeterms of the Operating Agreement, and the relevant books and records requirements of the Company will be available upon reasonable noticeSecurities Act of 1933, for inspection by investors during reasonable business hours at the Company's principal place of businessas amended, and applicable state securities laws; i. 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; j. understands that GGE 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 GGE 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 AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS. k. understands that, to enforce the above legend, GGE may place a stop transfer order with its registrar and stock transfer agent (gif any) Subscriber and Subscriber's advisors (which advisors do not include covering all certificates representing any of the Company or its principals, representatives or counsel) have such membership units; l. has knowledge and experience in legal, business and financial and business matters as to be capable of evaluating able to evaluate the merits and risks of investing an investment in the Company and of making an informed investment decision; (h) Subscriber understandsUnits, acknowledges and agrees believes that the Company investment in Units is relying solely upon suitable for the representations subscriber and warranties made herein in determining to sell Subscriber can bear the Note; (i) The Subscriber has not paid or given any commission or other remuneration in connection with economic risk of the purchase of Units including the Note. The Subscriber total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein; n. has written his, her, or its correct taxpayer identification number under Item E.2 on this subscription agreement; o. is not received any public media advertisements and subject to backup withholding either because he, she or it has not been solicited 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 GGE or its assigns to pursue the obligor for payment of the amount due thereon by any form legal means, including, but not limited to, acquisition of mass mailing solicitationa judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTq. acknowledges that GGE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the Note.

Subscriber's Representations and Warranties. The Subscriber represents hereby makes the representations and warrants that:warranties set forth below with the express intention that they be relied upon by the Company in determining the suitability of the Subscriber to purchase the Note. If the Subscriber is purchasing the Note subscribed for hereby in a fiduciary capacity, the representations and warranties set forth herein are made on behalf of the person or persons for whom the Subscriber is so purchasing. (a) If the Subscriber is an individual, he or she is a citizen of the United States, at least 21 years of age and a bona fide resident and domiciliary (not a temporary or a transient resident) of the state shown in Schedule A, and has received, has carefully read and understands the Company's Business Plan;no intention of becoming a resident of any other state or jurisdiction. (b) The Subscriber is fully aware that the Note subscribed for hereunder and the shares of capital stock of the Company issuable upon conversion of the Note have not been registered under the Securities Act of 1933, as amended (the “Act”), or under any applicable state securities law. The Subscriber further understands that the Note is being sold and the shares of capital stock of the Company issuable upon conversion of the Note will be issued in reliance on the exemptions from the registration requirements of the Act and in reliance on exemptions from the registration requirements of various state securities laws, on the grounds that the Offering has been furnished with all additional documents and information limited to investors who or which Subscriber has requested;qualify as accredited investors under the requirements of Rule 501(a) promulgated under the Act. (c) The Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, is acquiring the Note for his own account (or in such fiduciary capacity as is indicated) as principal for the Subscriber’s investment and the Warrants and not with a view to obtain any additional information necessary to verify the accuracy of the information furnished;resale or distribution. (d) Immediately prior to execution of this Agreement by the Subscriber, the Subscriber has relied only on was able to bear the foregoing information economic risk of the investment contemplated hereby, and documents in determining to make this subscription;either: (ei) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice; (f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business; (g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have had such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing the prospective investment; or (ii) The Subscriber and the Subscriber’s purchaser representative together had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the prospective investment. (e) The Subscriber (or the Subscriber’s purchaser representative if the Subscriber has authorized such): (i) acknowledges that the Company has given the Subscriber the opportunity to review the Company’s Form 10-KSB for the fiscal year ended December 31, 2003, Form 10-QSB for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 (the “Company SEC Reports”) and all of the other Securities and Exchange Commission filings of the Company; and (ii) has been given the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of the Offering and to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information that was otherwise provided, and the Subscriber has not been furnished any other offering literature or prospectus. (f) The Subscriber recognizes that purchase of the Note involves substantial risks and has taken full cognizance of and understands such risks. In deciding whether to purchase the Note subscribed for herein, the Subscriber has weighed these risks against the potential return. (g) Considering all relevant factors in the Company Subscriber’s financial (and, if an individual, personal) circumstances, the Subscriber is able to bear the economic risk of the investment. The Subscriber has adequate means of providing for the Subscriber’s current needs (and, if an individual, possible personal contingencies) and has no need in the foreseeable future for liquidity of making an informed the investment decision;in the Note. The Subscriber’s financial responsibility, measured by net worth and after-tax income, is such that the subscription for and purchase of the Note hereunder is not material when compared to the Subscriber’s total financial capacity. (h) The Subscriber understands, acknowledges fully understands and agrees that the Subscriber must bear the economic risk of investment in the Note for an indefinite period of time because, among other reasons, the Note being subscribed for hereunder and the shares of capital stock of the Company issuable upon conversion of the Note have not been registered under the Act or under applicable state securities laws; there is no public market for the Note; there are substantial restrictions on the transferability of the Note being subscribed for hereunder and the shares of capital stock of the Company issuable upon conversion of the Note; the Subscriber may not be able to avail himself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Act; and it may not be possible for the Subscriber to liquidate the investment. The Subscriber further understands that the Company is relying solely under no obligation to register the Note or the shares of capital stock of the Company issuable upon the representations and warranties made herein in determining to sell Subscriber conversion of the Note;. (i) The Subscriber has not paid or given any commission or other remuneration in connection with sought such accounting, legal and tax advice as the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; andconsidered necessary to make an informed investment decision. (j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARDThe Subscriber is aware that no federal or state agency has made any finding or determination as to the fairness of investment in the Note, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENTnor any recommendation or endorsement of any such investment. (k) The Subscriber understands acknowledges that if a purchaser representative has been utilized by the meaning Subscriber in evaluating the investment as contemplated hereby, the Subscriber has been advised by such purchaser representative as to the merits and legal consequences risks of the foregoing representations investment in general and warranties. the suitability of the investment for the Subscriber in particular, and such purchaser representative has co-executed this Agreement. (l) The Subscriber certifies that each has received, completed and returned to the Company Schedule A relating to the Subscriber’s general ability to bear the risks of an investment in the Company and suitability as an investor in a private offering, and the Subscriber hereby affirms the correctness of the foregoing representations answers to Schedule A and warranties all other written or oral information concerning the Subscriber’s suitability provided to the Company by, or on behalf of, the Subscriber. (m) The Subscriber acknowledges and is true aware that the Note is a speculative investment which involves a high risk of loss by the Subscriber of his or its entire investment in the Company. (n) The Subscriber agrees to indemnify and correct hold harmless the Company and its affiliates from any liability, loss or expense (including reasonable attorney’s fees, judgments, fines and amounts paid in settlement, payable as incurred) if the Subscriber, alone or with others, breaches any of the date hereof and shall survive the execution hereof and the purchase of the Noterepresentations or warranties contained in this subscription offer.

Subscriber's Representations and Warranties. Subscriber hereby represents and warrants that: (a) Subscriber has received, has carefully read and understands the Confidential Private Placement Memorandum, dated August 7, 2008 and the Exhibits attached thereto (the “Memorandum”), including without limitation the Form of Subordinated Note attached as Exhibit H to the Memorandum (“Form of Subordinated Note”) and Form of Articles of Amendment attached as Exhibit J to the Memorandum (“Form of Articles of Amendment”). Subscriber has based his, her or its decision to invest on the information contained in the Memorandum, has not been furnished with any other offering literature or prospectus and has not received any representations or warranties from the Company's Business Plan, the officers or directors of the Company or any agent of any of the foregoing other than as set forth herein or in the Memorandum. (b) Subscriber has such knowledge and experience in financial and business matters and that Subscriber is fully capable of evaluating the merits and risks of the investment in the Company; (bc) Subscriber is acquiring the Units (and underlying securities) for Subscriber’s own account, not for the account of any other person or entity, and for investment and not with a view to resale or distribution and no other person or entity has a direct or indirect beneficial ownership interest in the Units (and underlying securities); (d) Subscriber can bear the economic risk of losing Subscriber’s entire investment; (e) By reason of Subscriber’s business or financial experience, Subscriber has the capacity and has taken all steps necessary to protect the Subscriber’s own interests in connection with an investment in the Units (and underlying securities); (f) Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Units (and underlying securities); (g) The Units (and underlying securities) were not offered to the Subscriber by means of any general solicitation or general advertising by the Company or any person acting on its behalf, including, but not limited to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting to which the Subscriber was invited by any general solicitation or general advertising; (h) Subscriber (i) is at least twenty one (21) years of age (if the Subscriber is a natural person, (ii) maintains his, her or its residence or principal place of business (as applicable) (and is not a transient or temporary resident) at the address shown on page 2 hereto and has no present intention of becoming a resident or changing its principal place of business to another state or jurisdiction, (iii) has adequate means of providing for his or her current needs and personal contingencies (if the Subscriber is a natural person), (iv) has no need for liquidity in the investment in the Units (and underlying securities), (v) has investments in and commitments to non liquid investments which are, and after the purchase of the Units (and underlying securities) will be, reasonable in relation to his, her or its net worth and current needs, and (vi) is able to bear the economic risk of losing his, her or its entire investment in the Units (and underlying securities). The Subscriber acknowledges and agrees that no offer of the Units was made to the Subscriber in any state other than such state of residence or principal place of business; (i) Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth, Subscriber’s investment in the Units (and underlying securities) will not cause such overall commitment to become excessive, and the investment is suitable for Subscriber when viewed in light of Subscriber’s other securities holdings and Subscriber’s financial situation and needs; (j) Subscriber has adequate means of providing for Subscriber’s current needs and contingencies; (k) Subscriber has evaluated all the risks of investment in the Company, including without limitation those set forth under “Risk Factors” in the Memorandum, in Part I, Item 1.A "Risk Factors" in the Company's Annual Report on Form 10-K included as Exhibit A to the Memorandum and in Part II, Item 1.A "Risk Factors" in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 included as Exhibit C to the Memorandum; (l) Subscriber has experience in evaluating and making investment decisions of this kind; (m) Subscriber has a reasonable understanding of the business in which the Company is engaged; (n) Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) as indicated on the signature page hereto; (o) Subscriber otherwise meets any special suitability standards applicable to the Subscriber’s state of residence or principal place of business (as applicable); (p) Subscriber has been furnished with all additional documents and information which Subscriber has requested; (cq) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note Company and the Warrants Units (and underlying securities) and to obtain any additional information necessary to verify the accuracy of the information furnished; (dr) Subscriber has relied only on the foregoing information contained herein and in the Memorandum and the documents attached thereto as exhibits in determining to make this subscription; (es) The Executive Summary Subscriber has not construed the contents of this Subscription Agreement (or the Memorandum and other information furnished by any attachments thereto) or any prior or subsequent communication from the Company do not constitute or any of its directors, officers, employees, financial advisors, attorneys, accountants or other agents as investment, accounting, legal or tax advice advice. The Subscriber has been advised to consult with the Subscriber’s own financial advisor, attorneys, and Subscriber is relying on other professional advisers for such adviceadvisors as to investment, legal, tax, or other related matters concerning the proposed investment; (ft) All documents, records and books pertaining to Subscriber's ’s investment have been made available for inspection by Subscriber and by Subscriber's ’s attorney, and/or Subscriber's ’s accountant and/or Subscriber's Subscriber ’s representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's ’s principal place of business; (gu) Subscriber recognizes and understands that an investment in the Units (and underlying securities) involves substantial risks and that the Subscriber may lose all of the Subscriber’s investment. Subscriber is fully aware of and understands all of the risk factors relating the purchase thereof, including, but not limited to, those set forth under “Risk Factors” in the Memorandum, in Item 1.A "Risk Factors" in the Company's advisors Annual Report on Form 10-K included as Exhibit A to the Memorandum and in Part II, Item 1.A "Risk Factors" in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 included as Exhibit C to the Memorandum; (which advisors do not include v) Subscriber understands that the Company or its principalsterms of the Offering (and the underlying securities), representatives or counsel) including the purchase price per Unit, have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in been arbitrarily determined by the Company and that no assurances have been given about the increase in value, if any, of making an informed investment decisionthe Units (and underlying securities); (hw) Subscriber understands that the Units (and underlying securities) are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Units (and underlying securities), and also to confirm that the Company is not required to register as an investment company under the Investment Company Act of 1940; (x) Subscriber understands that the offer and sale of the Units (and underlying securities) have not been submitted to, reviewed by, nor have the merits of this investment been endorsed or approved by any state or federal agency, commission, authority or self-regulatory organization; (y) The written information pertaining to Subscriber which Subscriber has heretofore furnished to the Company, and all information pertaining to Subscriber which is set forth in this Subscription Agreement (including in the signature page hereto), is true and correct as of the date hereof and, if there should be any material change in such information hereafter, Subscriber shall promptly furnish such revised or corrected information to the Company; (z) Subscriber has full right, power (and capacity, if the Subscriber is a natural person) and authority to execute and deliver this Subscription Agreement and to perform his, her or its other obligations hereunder, and if the Subscriber is an entity, the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so, and this Subscription Agreement shall be enforceable against Subscriber in accordance with its terms; (aa) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note; Units (i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitationunderlying securities); and (jbb) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS AGREEMENT WILL EVER BE REGISTERED UNDER THE REGISTRATION RIGHTS AGREEMENT. (k) The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties. The Subscriber warranties and certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the purchase of the NoteUnits (and underlying securities).