EXHIBIT 99.1
GREEN PLAINS RENEWABLE ENERGY
SUBSCRIPTION AGREEMENT
SHARES OF GREEN PLAINS RENEWABLE ENERGY
$10.00 PER SHARE
(WITH ACCOMPANYING WARRANT TO ACQUIRE 1/4 SHARE OF
COMMON STOCK FOR EACH SHARE PURCHASED)
INSTRUCTIONS TO INVESTORS:
You must complete all items and sign this Subscription Agreement. You
should read the prospectus in its entirety, including financial statements and
appendices, before making an investment decision. Along with the completed and
signed Subscription Agreement, you must submit 20% or all of the total
subscription price and a Promissory Note for the remaining 80% of the total
subscription price (if you are not submitting full payment). The principal
balance (if any) will be due in one or more installments upon written notice
from us, pursuant to the terms and conditions of the Promissory Note. We will
hold all of your subscription payment in an escrow account that we have
established at U.S. Bank, Salt Lake City, Utah until we receive and accept
subscriptions for the minimum offering amount of $29,667,000. The fact that we
deposit your subscription payment does not mean that we have accepted your
subscription. If we accept your subscription, one of our officers or directors
will countersign a copy of your Subscription Agreement and return it to you. If
we reject your subscription, we will promptly return your investment. The
initial closing date for the offering will be within 180 days from the date of
this prospectus, unless extended by us for up to an additional 90 days, but not
past November 29, 2005. This offering will expire 60 days after the minimum
offering is raised. We reserve the right to cancel the offering at any time, to
reject subscriptions for common stock in whole or in part and to waive
conditions to the purchase of securities. See the section entitled "Plan of
Distribution--Escrow Procedures" in the prospectus for additional information.
Item 1. Check the appropriate box to indicate form of ownership. If you are a
Custodian, Corporation, Partnership or Trust, please provide additional
information and documents.
Item 2. Indicate the number of Shares you are purchasing and complete the
payment schedule. To participate in this offering, you must purchase a
minimum of 1,000 Shares (a $1,000 investment), and in increments of 500
Shares thereafter.
Item 3. You need not be an accredited investor to participate in this offering.
However, for state securities law purposes, if you are an accredited
investor, please indicate which of the requirements in this Item that
you satisfy.
Item 4. Please print the name(s) in which Shares are to be registered and
provide your address and telephone number. Check the appropriate box if
you are a non-resident alien, a U.S. Citizen residing outside the
United States or subject to back up withholding. IRAs and XXXXXX should
provide the Taxpayer Identification Number of the account and the
Social Security Number of the accountholder. Trusts should provide
their Taxpayer Identification Number. Custodians should provide the
minor's Social Security Number. All individual investors should provide
their Social Security Number. Other entities should provide their
Taxpayer Identification Number.
Item 5. Please indicate your state of residence.
Item 6. Please indicate if you are a broker or dealer or an affiliate or
associated person of a broker or dealer.
Item 7. You must make the representations and warranties set forth in this Item
and sign and date the Subscription Agreement in the space provided.
After following these instructions, return the Subscription Agreement, the
Promissory Note (if you are not submitting full payment) and checks to:
_________________
_________________
The undersigned hereby subscribes for and agrees to purchase the number of
Shares (includes warrants exercisable for 1/4 share of common stock for each
share purchased) set forth in Item 2. Further, the undersigned, under penalties
of perjury, certifies that: (i) the number shown under Item 4 on this
Subscription Agreement is his or her correct Taxpayer Identification Number, and
(ii) he or she is not subject to back up withholding either because: (a) he or
she has not been notified by the Internal Revenue Service ("IRS") that he or she
is subject to backup withholding as a result of a failure to report all interest
or dividends, or (b) the IRS has notified him or her that he or she is no longer
subject to backup withholding (Note: Clause (ii) should be crossed out if the
box in Item 4 is checked).
1. Form of Ownership (check one box)
[ ] Individual
[ ] Joint Tenants with Right of Survivorship
(Both signatures must appear in Item 7)
[ ] Custodian for
[ ] Corporation or Partnership
(Corporate Resolutions authorizing purchase or Partnership Agreement
must be enclosed)
[ ] IRA
[ ] XXXXX
[ ] Pension or Profit Sharing Plan
[ ] Trust (Signature and title pages of Trust Agreement and all amendments
must be enclosed)
Trustee name:_____________________________________
Trust date:_______________________________________
[ ] Other
[ ] Estate
2. Purchase Information
Number of Shares subscribed:
Purchase price per Share (1): x $10.00
Total subscription price: $
20% minimum initial payment: x 0.2
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Minimum initial payment due: $ (Include a check for either the "total
subscription price" or the "minimum initial
payment due" payable to U.S. BANK ESCROW FOR
GPRE, INC.
(1) Includes warrants exercisable for 1/4 share of common stock for each share
purchased.
Note: If you pay only the minimum initial payment due, the balance of
the total subscription price will need to be paid pursuant to the Promissory
Note
3. Accredited Investor Status. You need not be an accredited investor to
purchase the Shares. However, for state securities law purposes please indicate
whether you are an accredited investor by completing the following. If you are
not an accredited investor, then check the following box and skip to Item 4.
[ ] Not an accredited investor
If you are an accredited investor, then you hereby represent and
warrant that you are an accredited investor because (check all that apply):
INDIVIDUALS
[ ] (a) You are an individual with a net worth, or a joint net worth
together with your spouse, in excess of $1,000,000. (In calculating net
worth, you may include equity in personal property and real estate,
including your principal residence, cash, short-term investments, stock
and securities. Equity in personal property and real estate should be
based on the fair market value of such property minus debt secured by
such property).
[ ] (b) You are an individual that had an individual income in excess of
$200,000 in each of the prior two years and reasonably expects an
income in excess of $200,000 in the current year.
[ ] (c) You are an individual that had with your spouse joint income in
excess of $300,000 in each of the prior two years and reasonably
expects joint income in excess of $300,000 in the current year.
[ ] (d) You are a manager or executive officer of GREEN PLAINS RENEWABLE
ENERGY, INC.
ENTITIES
[ ] (e) You, if other than an individual, are an entity all of whose equity
owners meet one of the tests set forth in (a) through (d) above.
[ ] (f) You are an entity, and are an "Accredited Investor" as defined in
Rule 501(a) of Regulation D of the Securities Act of 1933 (the "Act")
because (check one or more, as applicable):
[ ] (i) You (or, in the case of a trust, the undersigned trustee)
are a bank or savings and loan association as defined in
Sections 3(a)(2) and 3(a)(5)(A), respectively, of the Act
acting either in your individual or fiduciary capacity.
[ ] (ii) You are an insurance company as defined in Section 2(13)
of the Act.
[ ] (iii) You are an investment company registered under the
Investment Company Act of 1940 or a business development
company as defined in Section 2(a) (48) of that Act.
[ ] (iv) You are a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958.
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[ ] (v) You are an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974
and either (check one or more, as applicable):
[ ] (a) The investment decision is made by a plan
fiduciary, as defined in Section 3(21) of such Act,
which is either a bank, savings and loan association,
insurance company, or registered investment adviser;
or
[ ] (b) The employee benefit plan has total assets in
excess of $1000,000; or
[ ] (c) The plan is a self-directed plan with investment
decisions made solely by persons who are "Accredited
Investors" as defined under the 1933 Act.
[ ] (vi) You are a private business development company as defined
in Section 202(a) (22) of the Investment Advisers Act of 1940.
[ ] (vii) You have total assets in excess of $1,000,000, were not
formed for the specific purpose of acquiring Securities of the
Company and are one or more of the following (check one or
more, as applicable):
[ ] (a) an organization described in Section 501(c)(3) of
the Internal Revenue Code;
[ ] (b) a corporation;
[ ] (c) a Massachusetts or similar business trust; or
[ ] (d) a partnership.
[ ] (viii) You are a trust with total assets exceeding $1,000,000,
which was not formed for the specific purpose of acquiring
Securities of the Company and whose purchase is directed by a
sophisticated investor as described in Rule 506(b)(2)(ii) of
Regulation D of the Act. (IF ONLY THIS RESPONSE IS CHECKED,
please contact us to receive and complete an information
statement before this subscription can be considered.)
4. Investor Information
Names and addresses will be recorded exactly as printed below.
Name ___________________________________________________________________________
Name of Joint Investor
Address_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
City State Zip Code
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Telephone No.: _______________________ Fax No. (if any):_______________________
E-mail address (if any):________________________________________________________
[ ] Check box if you are a non-resident alien
[ ] Check box if you are a U.S. citizen residing outside of the United States
[ ] Check box if you are subject to backup withholding
______________________ ___________________________ _____________________________
Investor's Social Joint Investor's Social Taxpayer Identification No.
Security No. Security No.
5. State of Residence
________________________________
6. Relationship to Brokerage Firms
(Please answer the following questions by checking the appropriate
response.)
(a) [ ] YES [ ] NO: Are you a manager, officer, partner, branch
manager, registered representative, employee, stockholder of, or
similarly related to or employed by, a brokerage firm? (IF YES, please
contact the Company to provide additional information before submitting
your subscription.)
(b) [ ] YES [ ] NO: Is your spouse, father, mother, father-in-law,
mother-in-law, or any of your brothers, sisters, brothers-in-law,
sisters-in-law or children, or any relative which you support, a
manager, officer, partner, branch manager, registered representative,
employee, stockholder of, or similarly related to or engaged by, a
brokerage firm? (IF YES, please contact the Company to provide
additional information before submitting your subscription.)
(c) [ ] YES [ ] NO: If you are an entity, are any of your managers,
officers, partners or 5% owners also managers, officers, partners,
branch managers, registered representatives, employees, stockholders
of, or similarly related to or employed by a brokerage firm? (IF YES,
please contact the Company to provide additional information before
submitting this subscription.)
7. Signature of Investor
By signing below, you represent and warrant to us that you:
(i) Have received a copy of GREEN PLAINS RENEWABLE ENERGY, INC.'s
prospectus dated _____ , 2005, along with all amendments or supplements
thereto (collectively the "Prospectus").
(ii) Are aware that the Prospectus is a part of the Company's
Registration Statement on Form S-1, as amended, as filed with the
United States Securities and Exchange Commission, that such
Registration Statement contains important information, materials and
exhibits not included with the Prospectus, that such additional
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materials are considered to be material or informative in connection
with a decision to acquire the Shares, and you have been directed to
and have been informed of the existence of such additional information
in the Registration Statement.
(iii) Are a bona fide resident of, and are domiciled in, the state set
forth in Item 5 above.
(iv) Agree that if you are paying only the 20% minimum initial payment
due, you will pay the remaining 80% of the total subscription price
within ten (10) days upon written notice from us, pursuant to the terms
and conditions of the Promissory Note.
(v) Understand that for administrative convenience, upon our acceptance
of this Subscription Agreement, the issuance of the Shares subscribed
for hereunder may be made effective as of a uniform date, as determined
by the board of directors, that is different from the date we accept
this Subscription Agreement, provided that the effective date must be
within 30 days of the date we accept this Subscription Agreement.
(vi) Are purchasing the Shares for your own account, for investment
purposes, and not for resale for at least 12 months from the date of
the completion of this offering.
ONCE YOU SIGN THIS SUBSCRIPTION AGREEMENT AND SEND IT TO US WITH YOUR CHECK,
YOUR SUBSCRIPTION IS IRREVOCABLE. IF YOU ARE NOT SUBMITTING FULL PAYMENT, YOU
WILL BE BOUND TO PAY THE REMAINING 80% OF THE TOTAL SUBSCRIPTION PRICE WITHIN
TEN (10) DAYS UPON WRITTEN NOTICE FROM US, PURSUANT TO THE TERMS AND CONDITIONS
OF THE PROMISSORY NOTE. WE WILL RETURN YOUR INVESTMENT ONLY IF WE REJECT YOUR
SUBSCRIPTION OR WE CANNOT SATISFY THE CONDITIONS TO BREAKING ESCROW.
You understand that we are relying on the representations, warranties
and other information set forth in this Subscription Agreement with respect to
the offer and sale of the Shares. By signing below, you certify that all
information provided in this Subscription Agreement is accurate and complete as
of the date listed below.
Individuals: Entities:
______________________________________
______________________________________
______________________________________ __________________________________
Signature of Investor Name of Entity
______________________________________
______________________________________ __________________________________
Signature of Joint Investor Authorized Signature
______________________________________
______________________________________ __________________________________
Date Print Name
Its:______________________________
__________________________________
Date
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Have you included the following with this Subscription Agreement:
[ ] Check for payment of 20% or 100% of the total subscription price
made payable to "US BANK ESCROW FOR GPRE, INC.?
[ ] Completed and signed Promissory Note for the remaining 80% of the
total subscription price (if you are not submitting full payment)?
ACCEPTANCE
The above Subscription Agreement for the purchase of Shares is accepted
as of this _____ day of ________________________ , 2005.
GREEN PLAINS RENEWABLE ENERGY, INC.
By:____________________________________
Its_________________________________
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ATTACHMENT
(FORM OF PROMISSORY NOTE)
Number of Shares subscribed:
Purchase price per Share: x $10.00
Total subscription price: $
80% deferred payment: x 0.8
Principal balance: $
For value received, the undersigned, pursuant to the undersigned's
subscription agreement (the "Subscription Agreement") to purchase the above
Shares of Green Plains Renewable Energy, Inc., an Iowa Corporation (the
"Company"), hereby promises to pay in lawful money of the United States of
America, the principal sum of $ ("Principal Balance").
1. Payments.
(a) The Principal Balance shall be due and payable in one or more
installments as specified in a written notice from the Company ("Call Notice"),
but not less than ten (10) days from the date of the notice; provided, however,
that the Company may not issue the Call Notice until it receives subscription
agreements for at least $29,667,000 in connection with its initial public
offering of Shares (the "Offering"). The date(s) and amount(s) of payments due
shall be as specified in the Call Notice. All payments shall be made payable to
the order of "US Bank, Escrow for GPRE, Inc." unless the Call Notice states that
the Company has closed on at least the minimum amount offered in the Offering,
in which case payments shall be made as specified in the Call Notice.
(b) In the event the undersigned fails to make any payment of the
Principal Balance when due (as specified in the Call Notice), interest shall
accrue on such payment amount at the rate of 8% per annum from the due date, and
be due and payable as of the last day of the calendar month in which incurred.
2. Default. In the event the undersigned fails to make any payment of
principal or interest under this Promissory Note when due, the undersigned
acknowledges and agrees that:
(a) The Company may commence legal proceedings to collect the amounts
due, and shall be entitled to collect from the undersigned all of its costs and
expenses of collection or enforcement including, but not limited to, reasonable
attorneys' fees and expenses; and
(b) The Company may retain the entire subscription payment remitted
pursuant to the Subscription Agreement as liquidated damages, and redeem any
Shares then already issued with respect to the Subscription Agreement, in
exchange for canceling this Promissory Note.
3. Notices. All notices, requests, consents and demands shall be made in
writing and shall be delivered by facsimile or by hand, sent via a reputable
nationwide overnight courier service or mailed by first class certified or
registered mail, return receipt requested, postage prepaid, if to the
undersigned at the fax number or address of such undersigned as shown on the
books of the Company, or if to the Company at the following fax number or
address, or to such other fax number or address as may be furnished in writing
to the undersigned: GREEN PLAINS RENEWABLE ENERGY, INC. 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxx 00000, phone number: (000) 000-0000; fax
number: (000) 000-0000. Notices, etc. shall be deemed delivered upon
confirmation of facsimile transmission, upon personal delivery, one business day
after being sent via reputable nationwide overnight courier service, or three
business days after deposit in the mail.
4. Modification and Waiver. No purported amendment, modification or
waiver of any provision hereof shall be binding unless set forth in a written
document signed by the undersigned and the Company (in the case of amendments or
modifications) or by the party to be charged thereby (in the case of waivers).
Any waiver shall be limited to the provision hereof in the circumstances or
events specifically made subject thereto, and shall not be deemed a waiver of
any other term hereof or of the same circumstance or event upon any reoccurrence
thereof.
5. Successors and Assigns. All the terms and provisions of this
Promissory Note shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the undersigned and the
Company, whether or not so expressed.
6. Waiver of Demand, Presentment and Notice of Dishonor. The undersigned
hereby waives demand, presentment, protest, notice of protest and notice of
dishonor, and any and all other notices or demands in connection with the
delivery, acceptance, performance or default hereof.
7. Applicable Law. The laws of the State of Iowa, without regard to its
conflicts of law principles, shall govern the validity, the construction and the
interpretation of the rights and duties of the parties.
IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as
of the date set forth below.
Individuals: Entities:
_______________________________ ____________________________________
Signature of Investor Name of Entity
_______________________________ ____________________________________
Signature of Joint Investor Authorized Signature
_______________________________ ____________________________________
Date Print Name
Its:________________________________
Date:_______________________________
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