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 the total subscription price. We
will hold all of your subscription payment in an escrow account that we have
established at The Security National Bank, Sioux City, Iowa until at least
$29,667,000 in subscriptions, after deduction of selling commissions, are
accepted by us from the sale of securities in this offering and The Security
National Bank has received written confirmation from us that we have obtained a
written letter of commitment from one or more lending institutions to provide us
with sufficient construction and start-up financing to carry out our business
plan. If we do not receive both the letter of commitment and the minimum
proceeds on or before November 29, 2005, your investment will be promptly
returned to you without interest and without any deductions.
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 occur as soon we have
sufficient subscription funds and have obtained the necessary letter of
commitment, 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.
By executing the subscription agreement the investor is
not waiving any rights under the federal securities laws,
including the Securities Act of 1933 and the Securities
Exchange Act of 1934.
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. To purchase securities in this offering in any state in which these
securities are registered, other than California, you must have a
minimum, annual, gross income of $45,000 and a minimum net worth of
$45,000, or, in the alternative, a minimum net worth of $150,000. In
calculating net worth, you should not include equity in your home,
auto, or furnishings. If you intend to purchase securities as joint
tenants you may combine your annual salaries and net worth. If your
combined annual salaries are at least $45,000 and your combined net
worth is at least $45,000, or, in the alternative, your combined net
worth is at least $150,000, you will meet our suitability requirements.
Residents of California that wish to purchase securities in this
offering must have a minimum, gross income of $65,000 and a minimum,
net worth of $250,000, exclusive of any equity they may have in their
home, auto, and furnishings, or, in the alternative, a minimum, net
worth of $500,000. If you meet these requirements, please indicate that
you do by checking the box below.
Item 5. 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 6. Please indicate your state of residence.
Item 7. Please indicate if you are a broker or dealer or an affiliate or
associated person of a broker or dealer.
Item 8. 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 and checks
to:
Bank Iowa
For Credit to Account:
The Security National Bank, Escrow for GPRE, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxxxx, Xxxx 00000
Fax 000-000-0000
-----------------
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
2
[ ] IRA
[ ] XXXXX
[ ] Pension or Profit Sharing Plan
[ ] Trust (Signature and title pages of Trust Agreement and all amendments
must be enclosed)
Trustee name:____________________________________
[GRAPHIC OMITTED]
Trust date:______________________________________
[GRAPHIC OMITTED]
[ ] Other
[ ] Estate
2. Purchase Information
Number of shares subscribed for:
Purchase price per share (1): x $10.00
Total subscription price: $
x
Payment due: $ (Include a check for the "total subscription
price" payable to THE SECURITY NATIONAL
BANK, ESCROW FOR GPRE, INC.
(1) Includes warrants exercisable for 1/4 share of common stock for each share
purchased.
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.
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[ ] (d) You are a director 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.
[ ] (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.)
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4. Investor Suitability
To purchase securities in this offering in any state in which these securities
are registered, other than California, you must have an minimum, annual, gross
income of $45,000 and a net worth of at least $45,000, or, in the alternative, a
net worth of at least $150,000. In calculating net worth an investor should not
include equity in his or her home, auto, or furnishings. Residents of California
that wish to purchase securities in this offering must have a minimum, gross,
annual income of $65,000 and a net worth of at least $250,000, exclusive of any
equity they may have in their home, auto, and furnishings, or in the
alternative, a net worth of at least $500,000. By checking the box below you are
affirming that you meet these requirements. If you are buying as joint tenants
and your combined annual salaries equal at least $45,000 ($65,000 for California
residents) and your combined net worth equals at least $45,000, ($250,000 for
residents of California) or, in the alternative, your combined net worth equals
at least $150,000, (California residents - $500,000) you meet our suitability
requirements.
[ ] I (We) affirm that I (we) have an annual income of at least $45,000
and a net worth of at least $45,000, or, in the alternative, a net
worth of at least $150,000. (California residents - $65,000 minimum,
gross income and $250,000 minimum, net worth, or in the alternative,
$500,000 minimum, net worth).
5. Investor Information
Names and addresses will be recorded exactly as printed below.
Name ___________________________________________________________________________
Name of Joint Investor
Address ________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
City __________________ State __________________ Zip Code ____________
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.
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6. State of Residence or State of Domicile in the case of Entities
________________________________________
7. 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.)
8. 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 a bona fide resident of, and are domiciled in, the state set
forth in Item 5 above.
(iii) Have a minimum, annual, gross income of $45,000 and a minimum,
net worth of $45,000, or, in the alternative, a net worth of at least
$150,000, exclusive of home, auto, and furnishings, (California
residents - a minimum, gross, annual income of $65,000 and a minimum,
net worth of $250,000, exclusive of home, auto, and furnishings, or, in
the alternative, a minimum, net worth of $500,000).
(iv) 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.
ONCE YOU SIGN THIS SUBSCRIPTION AGREEMENT AND SEND IT TO US WITH YOUR CHECK,
YOUR SUBSCRIPTION IS IRREVOCABLE.
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.
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Individuals: Entities:
_______________________________________
_______________________________________ ____________________________
Signature of Investor Name of Entity
_______________________________________
_______________________________________ ____________________________
Signature of Joint Investor Authorized Signature
_______________________________________
_______________________________________ ____________________________
Date Print Name
Its:________________________
________________________
Date
Have you included the following with this Subscription Agreement:
[ ] Check for payment of 100% of the total subscription price made
payable to: "THE SECURITY NATIONAL BANK, ESCROW FOR GPRE, INC."
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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