ADVANCED BIOENERGY, LLC
SUBSCRIPTION AGREEMENT
Limited Liability Company Membership Units
$1.50 per Unit
Minimum Investment of 6,666 Units ($10,000)
666 Unit Increments Thereafter ($1,000)
The undersigned
subscriber, desiring to become a member of Advanced BioEnergy, LLC
(“ Advanced BioEnergy ”), a Delaware limited
liability company, with its principal place of business at 10201
Wayzata Boulevard, Suite 250, Minneapolis, Minnesota 55305,
hereby, subject to the Confidential Private Placement Memorandum of
Advanced BioEnergy, to confirmation with the undersigned of the
subscription contemplated hereby, to acceptance by Advanced
BioEnergy of the subscription contemplated hereby and to the other
terms and conditions of the offering, subscribes for the purchase
of the membership interests (“units”) of Advanced
BioEnergy, and agrees to pay the related purchase price, identified
below.
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A.
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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.
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ENTITIES:
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Hawkeye Energy
Holdings. LLC
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Name of
Individual Subscriber (Please Print)
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Name of Entity
(Please Print)
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224 S. Bell
Ave.
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Ames, IA
50010
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Attention:
Timothy B. Callahan
Street Address
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(515)
233-5405
Telephone
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(515)
233-5577
Facsimile
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Email
Address
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B.
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NUMBER OF UNITS
PURCHASED. The minimum participation is
$10,000. We may lower the minimum purchase requirement for certain
investors at our discretion. Additional units must be purchased in
$1,000 unit increments. We presently have 12,651,962 units
outstanding. The maximum number of units to be sold in this
offering is 4,666,666.
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Number of Units Requested to Be
Purchased: 2,200,000
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C.
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PURCHASE PRICE.
Indicate the dollar
amount of your requested investment (minimum investment is
$10,000).
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1.
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Total Purchase Price
($1.50 per unit multiplied by the number of units to be purchased
indicated in Item B above)
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$3,300,000
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D.
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GENERAL INSTRUCTION FOR
SUBSCRIBERS. You should read the Confidential
Private Placement Memorandum dated July 24, 2009 (the
“Memorandum”) in its entirety including exhibits for a
complete explanation of an investment in Advanced
BioEnergy.
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Instructions if you are subscribing
prior to Advanced BioEnergy’s release of funds from
escrow:
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1.
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Complete all information required in
this Subscription Agreement, and date and sign the Subscription
Agreement and the Member Signature Page Addenda to our Third
Amended and Restated Operating Agreement attached as Exhibit B
to the Memorandum . A copy of the Subscription Agreement and
the Member Signature Page Addenda for you to return to the Company
has been enclosed.
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2.
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Immediately provide your personal or
business check for the entire investment amount made payable to
“Advanced BioEnergy, LLC.” You will determine this
amount in Item C.2 of this Subscription Agreement.
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3.
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Deliver each of the original
executed documents referenced in Items 1 and 2 of these
instructions, together with your personal or business check
described in Item 2 of these instructions, to the
following:
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Advanced
BioEnergy, LLC
10201 Wayzata Boulevard, Suite 250
Minneapolis, MN 55305
Attention: Chief Executive Officer
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4.
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Until confirmation by Advanced
BioEnergy of your subscription contemplated hereby and the
acceptance by Advanced BioEnergy of the subscription contemplated
hereby, this instrument shall be deemed an offer to subscribe for
units and shall be non-binding on the undersigned and the
undersigned may revoke for any reason, by delivering written notice
to Advanced BioEnergy, this subscription. Upon acceptance by
Advanced BioEnergy of your offer to subscribe, your subscription
will become irrevocable and Advanced BioEnergy will deposit your
check and deliver to you a copy of your completed Subscription
Agreement signed by Advanced BioEnergy. Any request received from a
subscriber for a withdrawal of his, her or its subscription prior
to acceptance by Advanced BioEnergy will be honored, and the
subscriber’s check for the subscription amount will be
immediately returned (without interest).
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5.
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Upon acceptance of your subscription
by Advanced BioEnergy, your funds will be placed in Advanced
BioEnergy’s escrow account. The funds will be released to
Advanced BioEnergy or returned to you in accordance with the
arrangements described in the Memorandum. Advanced BioEnergy may,
in its sole discretion, reject or accept any part or all of your
subscription at any time. If Advanced BioEnergy rejects your
subscription, your Subscription Agreement and check will be
promptly returned to you, without interest. Advanced BioEnergy may
not consider the acceptance or rejection of your subscription until
a future date near the end of this offering.
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Instructions if you are subscribing
after Advanced BioEnergy’s release of funds from
escrow:
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2
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1.
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Complete all information required in
this Subscription Agreement, and date and sign the Subscription
Agreement and the Member Signature Page Addenda to our Third
Amended and Restated Operating Agreement attached to the Memorandum
as Exhibit B. A copy of the Subscription Agreement and the
Member Signature Page Addenda for you to return to the Company has
been enclosed.
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2.
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Immediately provide your personal or
business check for investment amount made payable to
“Advanced BioEnergy, LLC.” You will determine this
amount in Item C.1 of this Subscription Agreement.
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3.
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Deliver each of 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
address:
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Advanced
BioEnergy, LLC
10201 Wayzata Boulevard, Suite 250
Min
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