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EXHIBIT 4.2
EAST KANSAS AGRI-ENERGY, L.L.C.
SUBSCRIPTION AGREEMENT
Membership Units
$1,100 PER UNIT
MINIMUM INVESTMENT OF 10 UNITS ($11,000)
1 UNIT INCREMENTS THEREAFTER ($1,100)
The undersigned subscriber, desiring to become a member of East Kansas
Agri-Energy, L.L.C. ("EKAE"), a Kansas limited liability company, with its
principal place of business at 210 1/2 East 4th Avenue, P.O. Box 225, Garnett,
Kansas 66093, hereby subscribes for the purchase of the membership interests of
EKAE, 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 _______________________________________
B. NUMBER OF UNITS PURCHASED. You must purchase at least 10 units and
additional increments of at least 1 unit thereafter.
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C. PURCHASE PRICE. Indicate the dollar amount of your investment.
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1. TOTAL PURCHASE PRICE = 2. TEN PERCENT (10%) + 3. NINETY PERCENT (90%)
($1,100 Per Unit multiplied by 1ST INSTALLMENT 2ND INSTALLMENT
the number in box B above.) (10% of the Total Purchase Price) (90% of the Total Purchase Price)
- ---------------------------------- ---------------------------------- ----------------------------------
= +
- ---------------------------------- ---------------------------------- ----------------------------------
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D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:
You should read the Prospectus dated [Date of Effectiveness] (the "Prospectus")
in its entirety including financial statements and exhibits for a complete
explanation of an investment in EKAE. To subscribe, you must:
1. Complete all information required in this Subscription Agreement, and
date and sign this Subscription Agreement at page 5.
2. Complete all information required by the Member Signature Page of the
Operating Agreement, and date and sign the Member Signature Page (the last page
attached to this Subscription Agreement).
3. Immediately provide your personal (or business) check for the first
installment of ten percent (10%) of your investment amount made payable to "HOME
FEDERAL SAVINGS BANK -- ESCROW AGENT FOR EKAE, LLC." You will determine this
amount in box C.2 on page 1 of this Subscription Agreement. If, prior to your
initial investment, we have obtained sufficient equity proceeds to release funds
from escrow and EKAE has issued its demand notice, the full purchase price of
the units (Box C.1 on page 1) will be due immediately at the time of your
investment. You should make your check out for the amount indicated in Box C.1.,
payable to EKAE and you can skip to Item 7 below.
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4. 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 your agreement to grant EKAE a security interest in your membership units.
5. Deliver each of the original executed documents referenced in Items 1,
2, and 4 of these Instructions, together with your personal check described in
Item 3 of these Instructions to:
Home Federal Savings Bank
East Kansas Agri-Energy, L.L.C. Escrow Account
Post Office Box 6947
1016 Civic Center Drive N.W.
Rochester, Minnesota 55903-6947
6. Secure an additional personal (or business) check for the second
installment of ninety percent (90%) of your investment amount made payable to
"HOME FEDERAL SAVINGS BANK -- ESCROW AGENT FOR EKAE" 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. Deliver this check to the same
address set forth above in Instruction 5 within twenty (20) days of the date of
EKAE's written notice that its sales of Units have exceeded the Minimum Escrow
Deposit of $2,000,900. If you fail to pay the second installment pursuant to the
Promissory Note and Security Agreement, EKAE shall be entitled to retain your
first installment and to seek other damages, as provided in the Promissory Note
and Security Agreement. If you are investing after EKAE has issued its demand
notice, you do not need to complete the Promissory Note and Security Agreement
and the amount of your personal or business check completed pursuant to Item 3
should be for the full amount of the purchase price in Box C.1.
Your funds will be placed in EKAE's escrow account at Home Federal Savings Bank,
and the funds will be released to EKAE or returned to you in accordance with the
escrow arrangements described in the Prospectus. If EKAE rejects your
subscription, your Subscription Agreement and investment will be returned to you
within 30 days of such rejection, plus nominal interest, minus escrow fees. EKAE
may not consider the acceptance or rejection of your subscription until a future
date near the end of this Offering.
7. Deliver each of the original executed documents referenced in Items 1
and 2, along with your personal or business check described in Item 3 of these
Instructions to EKAE at 210 1/2 East 4th Avenue, P.O. Box 225, Garnett, Kansas
66093. If, at the time of your initial investment, EKAE has already issued its
demand notice and/or has released funds from escrow, your funds will be
immediately released to EKAE upon EKAE's acceptance of this subscription
agreement and receipt of your check.
YOU MAY DIRECT YOUR QUESTIONS TO WILLIAM R. PRACHT, PRESIDENT OF EKAE AT (785)
448-2888.
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 in Item 7)
(__) Corporation or Partnership (Corporate Resolutions or Partnership
Agreement must be enclosed)
(__) IRA
(__) KEOGH
(__) Pension or Profit Sharing Plan
(__) Trust
Trustee's Name: __________________________________________
Trust Date: ______________________________________________
(__) Other: Provide detailed information in the space immediately
below.
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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 back up withholding. KEOGHS 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 subscribers and IRA 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.
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Joint Subscriber's Social Security No.
---------------------------
Taxpayer Identification No.
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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:
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4. STATE OF RESIDENCE.
State of Principal Residence:
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State where driver's license is issued
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State where income taxes are filed
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State(s) in which you have maintained your principal residence during
the past three years:
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a. b. c.
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5. SUITABILITY STANDARDS. You cannot invest in EKAE unless you meet one,
or more, of the suitability tests set forth below. Please review the
suitability tests and check the box(es) next to the following
suitability test that you meet. For husbands and wives purchasing
jointly, the tests above will be applied on a joint basis.
(__) I (We) participate in physical labor, operations or management of
a farming operation and file a Schedule F as part of our annual
Form 1040 or 1041 filing with the Internal Revenue Service;
(__) I (We) are a duly authorized officer of a family farm
corporation, member or manager of a family farm limited liability
company, general manager of a family farm limited partnership or
trustee of a family trust actively engaged in farming;
(__) I (We) own agricultural land and receive, as rent, a share of the
crops or animals raised on the land;
(__) I (We) have annual income from whatever source of at least
$45,000, exclusive of home, furnishings and automobiles; or
(__) I (We) have a net worth of at least $150,000, exclusive of home,
furnishings and automobiles.
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6. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. You must read and certify
your representations and warranties and sign and date this
Subscription Agreement.
By signing below the subscriber represents and warrants to EKAE that
he, she or it:
a. has received 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, a Kansas and a
Missouri 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 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 respect to the
tax and other considerations relating to the purchase of units;
h. has received a copy of the EKAE Operating Agreement, and
understands that upon closing the escrow by EKAE, 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 state securities laws along with
restrictions in the EKAE 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 EKAE 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
EKAE 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
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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, EKAE 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 knowledge and experience in business and financial matters as
to be able to evaluate the merits and risks of an investment in
the Units, believes that the investment in Units is suitable for
the subscriber and 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 EKAE 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 EKAE may retain possession of certificates
representing subscriber's Units to perfect its security interest
in those Units.
SIGNATURE OF SUBSCRIBER/JOINT SUBSCRIBER:
DATE:
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<Caption>
INDIVIDUALS: ENTITIES:
- ---------------------------------------------------- --------------------------------------------------
Name of Individual Subscriber (Please Print) Name of Entity (Please Print)
- ---------------------------------------------------- --------------------------------------------------
Signature of Individual Print Name and Title of Officer
- ---------------------------------------------------- --------------------------------------------------
Name of Joint Individual Subscriber (Please Print) Signature of Officer
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Signature of Joint Individual Subscriber
</Table>
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ACCEPTANCE OF SUBSCRIPTION BY EAST KANSAS AGRI-ENERGY, L.L.C.:
East Kansas Agri-Energy, L.L.C. hereby accepts the subscription for the above
Units.
Dated this day of , 200 .
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EAST KANSAS AGRI-ENERGY, L.L.C.
By:
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Its:
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PROMISSORY NOTE AND SECURITY AGREEMENT
Date of Subscription Agreement: , 200 .
----------------------------------- --
$1,100 PER UNIT
MINIMUM INVESTMENT OF 10 UNITS ($11,000), 1 UNIT INCREMENTS THEREAFTER ($1,100)
Number of Units subscribed
- ---------------------
Total Purchase Price ($1,100 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 East
Kansas Agri-Energy, L.L.C., a Kansas limited liability company ("EKAE"), at its
principal office located 210 1/2 East 4th Avenue, PO Box 225, Garnett, Kansas
66093, or at such other place as required by EKAE, the Principal Balance set
forth above in one lump sum to be paid without interest within 20 days following
the call of the EKAE 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 EKAE.
The undersigned agrees to pay to EKAE 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 Kansas.
The provisions of this Promissory Note and Security Agreement shall inure to the
benefit of EKAE 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 EKAE, and its successors and assigns ("Secured
Party"), a purchase money security interest in all of the undersigned's
Membership Units of EKAE 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
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MEMBER SIGNATURE PAGE
ADDENDA
TO THE
EAST KANSAS AGRI-ENERGY, L.L.C.
AMENDED AND RESTATED OPERATING AGREEMENT
The undersigned does hereby represent and warrant that the undersigned, as
a condition to becoming a Member in East Kansas Agri-Energy, L.L.C. (the
"Company"), has received a copy of the Amended and Restated Operating Agreement,
dated March 13, 2002, 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 Agreement
from and after the date of execution hereof.
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INDIVIDUALS: ENTITIES:
- ---------------------------------------------------- --------------------------------------------------
Name of Individual Subscriber (Please Print) Name of Entity (Please Print)
- ---------------------------------------------------- --------------------------------------------------
Signature of Individual Print Name and Title of Officer
- ---------------------------------------------------- --------------------------------------------------
Name of Joint Individual Subscriber (Please Print) Signature of Officer
- ----------------------------------------------------
Signature of Joint Individual Subscriber
</Table>
Agreed and accepted on behalf of the
Company and its Members:
EAST KANSAS AGRI-ENERGY, L.L.C.
By:
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Its:
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