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Title: |
Subscription Agreement |
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Entities: |
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Date: |
2005 |
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17KB total |
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$34 |
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ID: |
#1478925 |
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Appendix F
SUBSCRIPTION AGREEMENT
Val-E Ethanol, LLC
1545 M Street, PO Box 40
Ord, Nebraska 68862-0040
Re: Units of Membership Interest
Gentlemen:
The undersigned subscriber (Subscriber) understands that Val-E Ethanol, LLC, a limited liability company organized and operating pursuant to the laws of the state of Nebraska (the Company), is offering for sale certain Units of Membership Interest (the Units) at $5,000 per Unit (the Offering).
1. Subscription. Subject to the terms and conditions hereof and the provisions of the Private Placement Memorandum dated November 30, 2005 (the Memorandum), receipt of which is hereby acknowledged, the undersigned hereby irrevocably tenders this subscription (the Subscription) for 1200 Units, together with a cashiers or certified check payable to First National Bank of Ord, escrow agent, in the amount of $6,000,000, representing either full payment of the purchase price; or 25% of the purchase price for the Units to be purchased. If 25% is paid hereinafter, subscriber unconditionally agrees to tender the remaining 75% of the purchase price on or before the date specified by the company in a Call Notice transmitted to Subscriber. The cashiers or certified check must be deposited for collection on or before December 30, 2005 at 5:00 p.m., (unless extended) regardless and independent of the sale of any other Units.
Additional Units may be subscribed for on or before the closing date of December 31, 2005.
It is understood and agreed that the Company shall have the right, in its sole and absolute discretion, to accept or reject this Subscription, in whole or in part, and that the same shall be deemed to be accepted by the Company only when it is signed by the Company. Subscriber understands that this Subscription constitutes an absolute obligation, that it is independent of any other subscription by any other party, and that only the Company may accept this Subscription.
1
2. Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company as follows:
(a) Subscriber meets one or more of the following Accredited Investor categories of Rule 501 of the Securities Act of 1993 (the 1933 Act), as indicated in the space provided below (check any and all appropriate categories):
| i. | Any bank as defined in section 3(a)(2) of the 1933 Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; insurance company as defined in section 2(13) of the 1933 Act; 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; 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; employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if 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 if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; |
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