EXHIBIT 4.2
SIOUXLAND ETHANOL, LLC
SUBSCRIPTION AGREEMENT
Limited Liability Company Membership Units
$10,000 PER UNIT
MINIMUM INVESTMENT OF 2 UNITS ($20,000)
1 UNIT INCREMENTS THEREAFTER ($10,000)
The undersigned subscriber, desiring to become a member of Siouxland Ethanol,
LLC ("Siouxland"), a Nebraska limited liability company, with its principal
place of business at 000 Xxxx Xxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, hereby
subscribes for the purchase of the membership interests of Siouxland, and agrees
to pay the related purchase price, identified below.
A. SUBSCRIBER INFORMATION. Please print your individual or entity name and
address. Joint subscribers should provide their respective names. Your name and
address will be recorded exactly as printed below.
1. Subscriber's Printed Name _________________________________________
2. Title, if applicable: _________________________________________
3. Subscriber's Address: _________________________________________
Street _________________________________________
City, State, Zip Code _________________________________________
4. Email Address: _________________________________________
B. NUMBER OF UNITS PURCHASED. You must purchase at least 2 units. Your ownership
interest may not exceed 40% of all our outstanding membership units. We
presently have 195 units outstanding. Accordingly, assuming that we sell the
minimum number of 1,900 units in this offering, you may not purchase more than
838 units. The maximum number of units to be sold is 4,600.
[ ]
C. PURCHASE PRICE. Indicate the dollar amount of your investment (minimum
investment is $20,000).
1. Total Purchase Price = 2. 1st Installment + 3. 2nd Installment
($10,000 Per Unit (10% of the Total (90% of the
multiplied by the Purchase Price) Total Purchase Price)
number in box B above.)
[ ] = [ ] + [ ]
D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:
You should read the Prospectus dated [DATE OF EFFECTIVENESS] (the "Prospectus")
in its entirety including exhibits for a complete explanation of an investment
in Siouxland Ethanol, LLC. To subscribe, you must:
INSTRUCTIONS IF YOU ARE SUBSCRIBING PRIOR TO THE COMPANY'S RELEASE OF FUNDS FROM
ESCROW: If you are subscribing prior to the Company's release of funds from
escrow, you must follow Steps 1 through 5 below:
1. Complete all information required in this Subscription Agreement, and
date and sign the Subscription Agreement on page 6 and the Member Signature Page
to our Operating Agreement attached to this Subscription Agreement as Exhibit A.
1
2. Immediately provide your personal (or business) check for the first
installment of ten percent (10%) of your investment amount made payable to U.S.
Bank, escrow agent for Siouxland Ethanol LLC. You will determine this amount in
box C.2 on page 1 of this Subscription Agreement.
3. Execute the Promissory Note and Security Agreement on page 7 of this
Subscription Agreement evidencing your commitment to pay the remaining ninety
percent (90%) due for the Units that is attached to this Subscription Agreement
and grant Siouxland Ethanol, LLC a security interest in your Units.
4. Deliver each of the original executed documents referenced in Items 1
and 3 of these Instructions, together with your personal or business check
described in Item 2 of these Instructions to the following:
Siouxland Ethanol, LLC
000 X. Xxx Xxxxxx
Xxxxxxx XX 00000
5. Upon written notice from Siouxland Ethanol, LLC stating that its sales
of Units have exceeded the Minimum Offering amount of $19,000,000, you must,
within twenty (20) days secure an additional personal (or business) check for
the second installment of ninety percent (90%) of your investment amount made
payable to U.S. Bank, NA escrow agent for Siouxland Ethanol, LLC in satisfaction
of the Promissory Note and Security Agreement. You will determine this amount in
box C.3 on page 1 of this Subscription Agreement. You must deliver this check to
the same address set forth above in Instruction 4 within twenty (20) days of the
date of Siouxland's written notice. If you fail to pay the second installment
pursuant to the Promissory Note and Security Agreement, Siouxland shall be
entitled to retain your first installment and to seek other damages, as provided
in the Promissory Note and Security Agreement. This means that if you are unable
to pay the 90% balance of your investment amount within 20 days of our notice,
you may have to forfeit the 10% cash deposit.
Your funds will be placed in Siouxland's escrow account at U.S. Bank, NA.
The funds will be released to Siouxland or returned to you in accordance with
the escrow arrangements described in the Prospectus. Siouxland may, in its sole
discretion, reject or accept any part or all of your subscription. If Siouxland
rejects your subscription, your Subscription Agreement and investment will be
promptly returned to you, plus nominal interest, minus escrow fees. Siouxland
may not consider the acceptance or rejection of your subscription until a future
date near the end of this offering.
INSTRUCTIONS IF YOU ARE SUBSCRIBING AFTER THE COMPANY'S RELEASE OF FUNDS FROM
ESCROW: If you are subscribing after the Company's release of funds from escrow,
you must follow Steps 1 through 3 below:
1. Complete all information required in this Subscription Agreement, and
date and sign the Subscription Agreement on page 6 and the Member Signature Page
to our Operating Agreement attached to this Subscription Agreement as Exhibit A.
2. Immediately provide your personal (or business) check for the entire
amount of your investment (as determined in Box C.1 on page 1) made payable to
"SIOUXLAND ETHANOL, LLC."
3. Deliver the original executed documents referenced in Item 1 of these
Instructions, together with your personal or business check described in Item 2
of these Instructions to the following:
Siouxland Ethanol, LLC
000 Xxxx Xxx Xxxxxx
Xxxxxxx XX 00000
If you are subscribing after we have released funds from escrow and we
accept your investment, your funds will be immediately at-risk as described in
the Prospectus. Siouxland may, in its sole discretion, reject or accept any part
or all of your subscription. If Siouxland rejects your subscription, your
Subscription Agreement and investment will be returned to you promptly, plus
nominal interest, minus escrow fees. Siouxland may not consider the acceptance
or rejection of your subscription until a future date near the end of this
offering.
2
YOU MAY DIRECT YOUR QUESTIONS TO ONE OF OUR DIRECTORS LISTED BELOW OR TO
SIOUXLAND AT 402-632-2676.
Director Cell Number Home Number
-------- ------------ -----------
Xxx Xxxxx 000-000-0000 000-000-0000
Xxx Xxxxxx 000-000-0000 000-000-0000
Xxxxxx Xxxxxxxxx 000-000-0000 000-000-0000
Xxxxxxx Xxxxxxxx 000-000-0000 000-000-0000
E. ADDITIONAL SUBSCRIBER INFORMATION. The subscriber, named above, certifies the
following under penalties of perjury:
1. FORM OF OWNERSHIP. Check the appropriate box (one only) to indicate
form of ownership. If the subscriber is a Custodian, Corporation,
Partnership or Trust, please provide the additional information
requested.
[ ] Individual
[ ] Joint Tenants with Right of Survivorship (Both signatures must
appear on Page 6.)
[ ] Corporation, Limited Liability Company or Partnership
(Corporate Resolutions, Operating Agreement or Partnership
Agreement must be enclosed.)
[ ] Trust
Trustee's Name: _______________________________________
Trust Date: ___________________________________________
[ ] Other: Provide detailed information in the space immediately
below.
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
2. SUBSCRIBER'S TAXPAYER INFORMATION. Check the appropriate box if you
are a non-resident alien, a U.S. Citizen residing outside the United
States or subject to backup withholding. Trusts should provide their
taxpayer identification number. Custodians should provide the
minor's Social Security Number. All individual subscribers should
provide their Social Security Number. Other entities should provide
their taxpayer identification number.
[ ] 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 this box if you are subject to backup withholding
Subscriber's Social Security No. ____________________________
Joint Subscriber's Social Security No. ____________________________
Taxpayer Identification No. ____________________________
3. MEMBER REPORT ADDRESS. If you would like duplicate copies of member
reports sent to an address that is different than the address
identified in section A, please complete this section.
Address: ___________________________________________
___________________________________________
4. STATE OF RESIDENCE.
State of Principal Residence: ______________________
State where driver's license is issued: ______________________
State where resident income taxes are filed: ______________________
State(s) in which you have maintained your principal residence
during the past three years:
a [ ] b. [ ] c. [ ]
3
5. SUITABILITY STANDARDS. You cannot invest in Siouxland unless you
meet one of the following suitability tests (a or b) set forth
below. Please review the suitability tests and check the box next to
the following suitability test that you meet. For husbands and wives
purchasing jointly, the tests below will be applied on a joint
basis.
a. [ ] I (We) have annual income from whatever source of at least
$45,000 and a net worth of at least $45,000, exclusive of
home, furnishings and automobiles; or
b. [ ] I (We) have a net worth of at least $100,000, exclusive of
home, furnishings and automobiles.
6. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. You must read and
certify your representations and warranties by initially where
indicated and by signing and dating this Subscription Agreement.
(Initial By signing below the subscriber represents and warrants to
here) Siouxland that he, she or it:
_______ a. has received 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, South Dakota, and Iowa 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;
_______ c. has been informed that the securities purchased pursuant to
this Subscription Agreement have not been registered under the
securities laws of any state other than the States of
Nebraska, South Dakota and Iowa, and that Siouxland 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 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 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 a copy of the Siouxland Amended and Restated
Operating Agreement, dated February 24, 2005, and understands
that upon closing the escrow by Siouxland, the subscriber and
the membership 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
membership units;
_______ i. understands that the Units are subject to substantial
restrictions on transfer under state securities laws along
with restrictions in the Siouxland Amended and Restated
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 Amended and Restated 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 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:
4
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 (if any) covering all certificates representing
any of the membership units;
_______ m. has examined the information presented in the prospectus and
exhibits and is competent to evaluate and establish that the
investment is consistent with the subscriber's risk tolerance
and investment goals such that the subscriber can bear the
economic risk of the purchase of Units including the 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 subject to back up withholding either because he, she
or it has not been notified by the Internal Revenue Service
("IRS") that he, she or it is subject to backup withholding as
a result of a failure to report all interest or dividends, or
the IRS has notified him, her or it that he is no longer
subject to backup withholding (Note this clause (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 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
_______ r. acknowledges that Siouxland 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 (Please Print) Name of Entity (Please Print)
_______________________________________________ ______________________________
Signature of Individual Print Name and Title of Officer
5
__________________________________________________ __________________________
Name of Joint Individual Subscriber (Please Print) Signature of Officer
__________________________________________________
Signature of Joint Individual Subscriber
ACCEPTANCE OF SUBSCRIPTION BY SIOUXLAND ETHANOL, LLC:
Siouxland Ethanol, LLC hereby accepts the subscription for the above Units.
Dated this ___________ day of ___________________________, 200_______.
SIOUXLAND ETHANOL, LLC
By: _____________________________________
Its: _____________________________________
6
PROMISSORY NOTE AND SECURITY AGREEMENT
Date of Subscription Agreement: ___________________________________, 200__.
$10,000 PER UNIT
MINIMUM INVESTMENT OF 2 UNITS ($20,000), 1 UNIT INCREMENTS
THEREAFTER ($10,000)
___________ Number of Units subscribed
___________ Total Purchase Price ($10,000 per Unit multiplied by number of Units
subscribed)
(_________) Less Initial Payment (10% of Principal Amount)
___________ Principal Balance
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of
Siouxland Ethanol, LLC, a Nebraska limited liability company ("Siouxland"), at
its principal office located 000 Xxxx Xxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at
such other place as required by Siouxland, the Principal Balance set forth above
in one lump sum to be paid without interest within 20 days following the call of
the Siouxland Board of Directors, as described in the Subscription Agreement. In
the event the undersigned fails to timely make any payment owed, the entire
balance of any amounts due under this full recourse Promissory Note and Security
Agreement shall be immediately due and payable in full with interest at the rate
of 12% per annum from the due date and any amounts previously paid in relation
to the obligation evidenced by this Promissory Note and Security Agreement may
be forfeited at the discretion of Siouxland.
The undersigned agrees to pay to Siouxland on demand, all costs and expenses
incurred to collect any indebtedness evidenced by this Promissory Note and
Security Agreement, including, without limitation, reasonable attorneys' fees.
This Promissory Note and Security Agreement may not be modified orally and shall
in all respects be governed by, construed, and enforced in accordance with the
laws of the State of Nebraska.
The provisions of this Promissory Note and Security Agreement shall inure to the
benefit of Siouxland and its successors and assigns, which expressly reserves
the right to pursue the undersigned for payment of the amount due thereon by any
legal means in the event that the undersigned defaults on obligations provided
in this Promissory Note and Security Agreement.
The undersigned waives presentment, demand for payment, notice of dishonor,
notice of protest, and all other notices or demands in connection with the
delivery, acceptance, performance or default of this Promissory Note and
Security Agreement.
The undersigned grants to Siouxland, and its successors and assigns ("Secured
Party"), a purchase money security interest in all of the undersigned's
Membership Units of Siouxland now owned or hereafter acquired. This security
interest is granted as non-exclusive collateral to secure payment and
performance on the obligation owed Secured Party from the undersigned evidenced
by this Promissory Note and Security Agreement. The undersigned further
authorizes Secured Party to retain possession of certificates representing such
Membership Units and to take any other actions necessary to perfect the security
interest granted herein.
Dated: , 200 .
OBLIGOR/DEBTOR: JOINT OBLIGOR/DEBTOR:
_________________________________________ __________________________________
Printed or Typed Name of Joint Obligor Printed or Typed Name of Obligor
By: _____________________________________ By: ______________________________
(Signature) (Signature)
_________________________________________
Officer Title if Obligor is an Entity
_________________________________________
_________________________________________
Address of Obligor
7
EXHIBIT "A"
MEMBER SIGNATURE PAGE
ADDENDA
TO THE
AMENDED AND RESTATED
OPERATING AGREEMENT OF
SIOUXLAND ETHANOL, LLC
The undersigned does hereby represent and warrant that the undersigned, as
a condition to becoming a Member in Siouxland Ethanol, LLC, has received a copy
of the Amended and Restated Operating Agreement, dated February 24, 2005, and,
if applicable, all amendments and modifications thereto, and does hereby agree
that the undersigned, along with the other parties to the Amended and Restated
Operating Agreement, shall be subject to and comply with all terms and
conditions of said Amended and Restated Operating Agreement in all respects as
if the undersigned had executed said Amended and Restated Operating Agreement on
the original date thereof and that the undersigned is and shall be bound by all
of the provisions of said Amended and Restated Operating Agreement from and
after the date of execution hereof.
INDIVIDUALS: ENTITIES:
___________________________________________ __________________________________
Name of Individual Member (Please Print) Name of Entity (Please Print)
___________________________________________ __________________________________
Signature of Individual Print Name and Title of Officer
___________________________________________ __________________________________
Name of Joint Individual Member (Please Signature of Officer
Print)
___________________________________________
Signature of Joint Individual Member
Agreed and accepted on behalf of the
Company and its Members:
SIOUXLAND ETHANOL, LLC
By: ___________________________________________
Its: __________________________________________
1
