Amaizing Energy Holding Company, LLC Sample Contracts

Amaizing Energy Holding Company, LLC – September 24, 2007 (February 12th, 2008)

This is to confirm the engagement of William Blair & Company, L.L.C. (“Blair”) by Amaizing Energy Holding Company, LLC (the “Company”) to render certain investment banking services in connection with a possible sale by the Company of securities (the “Offering”) which could include, without limitation, equity securities of the Company; options, warrants or rights to acquire equity securities or securities convertible into or exchangeable for equity securities of the Company.

Amaizing Energy Holding Company, LLC – ESCROW AGREEMENT PART II (February 12th, 2008)

THIS ESCROW AGREEMENT PART II (this “Agreement” or “Escrow Agreement Part II”) is made this            day of                     , 2008, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), and Smith Hayes Financial Services Corporation, a Nebraska corporation and registered broker dealer (“SHFSC”), and Bank Iowa and The Security National Bank of Sioux City, Iowa, together serving as the escrow agent (the “Escrow Agent”).

Amaizing Energy Holding Company, LLC – AMAIZING ENERGY HOLDING COMPANY, LLC Units Placement Agency Agreement (February 12th, 2008)
Amaizing Energy Holding Company, LLC – FAGEN INC. December 28, 2007 Sam Cogdill Amaizing Energy Holding Company, LLC 2404 West Highway 30 Denison, IA 51442 Re: Extension of Notice to Proceed Date Dear Sam: (February 12th, 2008)

This letter amendment (“Letter Amendment”), when signed by you in the space set forth below, will confirm the agreement between Amaizing Energy Holding Company, LLC (“AEHC”), and Fagen, Inc. (“Fagen”) (sometimes collectively referred to as the “Parties”) with respect to the matters set forth herein relative to the letter agreement executed by the Parties on May 9, 2007 (the “Letter Agreement”).

Amaizing Energy Holding Company, LLC – AMENDED AND RESTATED OPERATING AGREEMENT OF AMAIZING ENERGY HOLDING COMPANY, LLC Dated: Effective January 11, 2008 (February 12th, 2008)

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 11th day of January, 2008 (the “Effective Date”), by and among Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.

Amaizing Energy Holding Company, LLC – ESCROW AGREEMENT PART I (February 12th, 2008)

THIS ESCROW AGREEMENT PART I (this “Agreement” or “Escrow Agreement Part I”) is made this                      day of                     , 2008, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), Smith Hayes Financial Services Corporation, a Nebraska corporation and registered broker dealer (“SHFSC”), and Bank Iowa and The Security National Bank of Sioux City, Iowa, together serving as the escrow agent (the “Escrow Agent”).

Amaizing Energy Holding Company, LLC – AMAIZING ENERGY HOLDING COMPANY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $ ___per Unit Minimum Investment of Units ($25,000) Increments of Units Thereafter ($5,000) (February 12th, 2008)

The undersigned subscriber (sometimes referred to as “you” or the “Subscriber”), desiring to become a member of Amaizing Energy Holding Company, LLC, an Iowa limited liability company, with its principal place of business at 2404 West Highway 30, Denison, Iowa (the “Company”), hereby subscribes for the purchase of membership units (“Units”) of the Company, and agrees to pay the related purchase price, identified below.

Amaizing Energy Holding Company, LLC – ESCROW AGREEMENT PART II (October 29th, 2007)

THIS ESCROW AGREEMENT PART II (this “Agreement” or “Escrow Agreement Part II”) is made this ___day of                     , 2007, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), and Smith Hayes Financial Services Corporation, a Nebraska corporation and registered broker dealer (SHFSC), and Bank Iowa and The Security National Bank of Sioux City, Iowa, as escrow agent (the “Escrow Agent”).

Amaizing Energy Holding Company, LLC – EMPLOYMENT AGREEMENT (October 29th, 2007)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 3 day of October , 2007 (“Effective Date”), by and between the Amaizing Energy Holding Company, an Iowa limited liability company (the “Holding Company”) and Al Jentz, a resident of the State of Iowa ( “the President”).

Amaizing Energy Holding Company, LLC – ESCROW AGREEMENT PART I (October 29th, 2007)

THIS ESCROW AGREEMENT PART I (this “Agreement” or “Escrow Agreement Part I”) is made this                      day of                     , 2007, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), Smith Hayes Financial Services Corporation, a Nebraska corporation and registered broker dealer (SHFSC) and Bank Iowa and The Security National Bank of Sioux City, Iowa, as escrow agent (the “Escrow Agent”).

Amaizing Energy Holding Company, LLC – PLACEMENT AGENT AGREEMENT October 3, 2007 (October 29th, 2007)
Amaizing Energy Holding Company, LLC – EMPLOYMENT AGREEMENT (October 29th, 2007)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 3rd day of October , 2007 (“Effective Date”), by and between the Amaizing Energy Holding Company, an Iowa limited liability company (the “Holding Company”) and Connie Jensen, a resident of the State of Iowa (the “Chief Financial Officer” or the “CFO”).

Amaizing Energy Holding Company, LLC – AMAIZING ENERGY HOLDING COMPANY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $ per Unit Minimum Investment of ___Units ($25,000) Increments of ___Units Thereafter ($5,000) (October 3rd, 2007)

The undersigned subscriber (sometimes referred to as “you” or the “Subscriber”), desiring to become a member of Amaizing Energy Holding Company, LLC, an Iowa limited liability company, with its principal place of business at 2404 West Highway 30, Denison, Iowa (the “Company”), hereby subscribes for the purchase of membership units (“Units”) of the Company, and agrees to pay the related purchase price, identified below.

Amaizing Energy Holding Company, LLC – AMENDED AND RESTATED OPERATING AGREEMENT OF AMAIZING ENERGY HOLDING COMPANY, LLC Dated: Effective ____________, 2007 (October 3rd, 2007)

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the        day of                              , 2007 (the “Effective Date”), by and among Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.

Amaizing Energy Holding Company, LLC – ESCROW AGREEMENT PART I (October 3rd, 2007)

THIS ESCROW AGREEMENT PART I (this “Agreement” or “Escrow Agreement Part I”) is made this                      day of                     , 2007, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), and                     ,                                         , as escrow agent (the “Escrow Agent”).

Amaizing Energy Holding Company, LLC – Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C. 666 Grand Avenue, Suite 2000 Ruan Center, Des Moines, IA 50309 , 2007 direct phone: 515-242-2473 direct fax: 515-323-8573 email: hanigan@brownwinick.com (October 3rd, 2007)

In connection with the preparation and filing by Amaizing Energy Holding Company, LLC (the “Company”) with the Securities and Exchange Commission of a Registration Statement on Form S-1, as amended, relating to the offer and sale by the Company of up to ___units of the Company’s membership interests (the “Membership Units”), and by Amaizing Energy Cooperative and Energy Partners, LLC, the selling security holders listed in the Registration Statement (the “Selling Security Holders”), of 60,789,140 and 21,535,285 Membership Units, respectively, we have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:

Amaizing Energy Holding Company, LLC – ESCROW AGREEMENT PART II (October 3rd, 2007)

THIS ESCROW AGREEMENT PART II (this “Agreement” or “Escrow Agreement Part II”) is made this                      day of                     , 2007, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), and                     ,                                         , as escrow agent (the “Escrow Agent”).

Amaizing Energy Holding Company, LLC – , 2007 direct phone: 515-242-2473 direct fax: 515-323-8573 email: hanigan@brownwinick.com (August 10th, 2007)

In connection with the proposed offer and sale of up to                      units of the membership interests (the “Membership Units”) of Amaizing Energy Holding Company, LLC (the “Company”) in addition to the                      Membership Units being registered for resale by the Company’s selling securities holders, we have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:

Amaizing Energy Holding Company, LLC – NON-REVOLVING CREDIT SUPPLEMENT LETTER OF CREDIT (August 10th, 2007)

THIS SUPPLEMENT to the Master Loan Agreement dated October 13, 2004 (the “MLA”), is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC, Denison, Iowa (the “Company”).

Amaizing Energy Holding Company, LLC – ENGAGEMENT AGREEMENT — Business Appraisal Services— (August 10th, 2007)

ENGAGEMENT AGREEMENT made and entered into the date set forth below by and between Business Capital Corporation; an Iowa Corporation (“BCC”), and the undersigned Amaizing Energy Holding Company, LLC, an Iowa limited liability company, (“Client”), for purposes of business appraisal services

Amaizing Energy Holding Company, LLC – REVOLVING TERM LOAN SUPPLEMENT (August 10th, 2007)

THIS SUPPLEMENT to the Master Loan Agreement dated October 13, 2004 (the “MLA”), is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC (formerly known as Amaizing Energy, L.L.C,), Denison, Iowa (the “Company”), and amends and restates the Supplement dated October 13, 2004, and numbered RIO 178T02.

Amaizing Energy Holding Company, LLC – AMENDMENT TO THE MASTER LOAN AGREEMENT (August 10th, 2007)

THIS AMENDMENT is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC (formerly known as Amaizing Energy, L.L.C.), Denison, Iowa (the “Company”).

Amaizing Energy Holding Company, LLC – MULTIPLE ADVANCE TERM LOAN SUPPLEMENT (August 10th, 2007)

THIS SUPPLEMENT to the Master Loan Agreement dated October 13, 2004 (the “MLA”), is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC (formerly known as Amaizing Energy, L.L.C.), Denison, Iowa (the “Company”), and amends and restates the Supplement dated October 13, 2004, and numbered RI0178T01.

Amaizing Energy Holding Company, LLC – PROJECT DEVELOPMENT AGREEMENT (August 10th, 2007)

This Project Development Agreement (the “Agreement”) is made and entered into the 31 day of May, 2007 (the “Effective Date”), by and between AMAIZING ENERGY HOLDING COMPANY, LLC (“Amaizing”), an Iowa limited liability company, and TH PARTNERS, LLC, a Minnesota limited liability company (“Consultant”).

Amaizing Energy Holding Company, LLC – ASSIGNMENT and PLEDGE AGREEMENT (Large Volume Transportation Service Agreement) (May 10th, 2007)

Amaizing Energy, LLC (“Assignor”), an Iowa limited liability company, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to CoBank, ACB (“Assignee”), all of Assignor’s right, title and interest in and to:

Amaizing Energy Holding Company, LLC – AGREEMENT FOR ELECTRIC SERVICE (May 10th, 2007)

THIS AGREEMENT is entered into and effective this 29th day of October, 2004, by and between Harrison County Rural Electric Cooperative (“Seller”), 61-65 Fourth Street, P.O. Box 2, Woodbine, Iowa, a cooperative corporation, organized and existing under the laws of the State of Iowa, and Amaizing Energy, LLC (“Customer”), 2941 Lincoln Way, P.O. Box 309, Denison, Iowa, a corporation organized and existing under the laws of the State of Iowa, as operator of the Amaizing Energy Cooperative Ethanol Production Plant.

Amaizing Energy Holding Company, LLC – RECEIVED SECRETARY OF STATE IOWA (May 10th, 2007)

Pursuant to Section 301 of the Iowa Limited Liability Company Act, the undersigned forms the limited liability company by adopting the following Articles of Organization for the limited liability company:

Amaizing Energy Holding Company, LLC – Base Contract for Sale and Purchase of Natural Gas (May 10th, 2007)

This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select only one box from each section:

Amaizing Energy Holding Company, LLC – PROFESSIONAL SERVICES AGREEMENT GLACIER ROAD TO ECHO ROAD PAVING, 2007 CASS COUNTY, IOWA (May 10th, 2007)

This Agreement, made and entered into this 28TH day of December, 2006, by and between the CASSCO Amaizing Energy, LLC, hereinafter called “OWNER” and Snyder Associates, Inc., 1800 West 22nd Street, Suite 200, Atlantic, Iowa, a corporation, hereinafter called “ENGINEER” as follows: (Note: This agreement may be assigned to Cass County at the discretion of the Board of Supervisors if it is deemed advantageous for the County to do so and therefore reference to Owner shall also mean Cass County where applicable within this Agreement.)

Amaizing Energy Holding Company, LLC – OPERATING AGREEMENT OF AMAIZING ENERGY HOLDING COMPANY, LLC Dated: Effective January 23, 2007 (May 10th, 2007)

THIS OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 23rd day of January, 2007 (the “Effective Date”), by and among Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.

Amaizing Energy Holding Company, LLC – ESCROW AGREEMENT (May 10th, 2007)

THIS ESCROW AGREEMENT (this “Agreement”) is made this ___ day of                     , 2007, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), and                     ,                                         , as escrow agent (the “Escrow Agent”).

Amaizing Energy Holding Company, LLC – AQUILA, INC. d/b/a AQUILA NETWORKS LARGE VOLUME TRANSPORTATION SERVICE AGREEMENT (Iowa) (May 10th, 2007)

This Agreement is entered into effective the 6th day of October 2004, by and between Aquila, Inc., d/b/a Aquila Networks (“Company”) and Amaizing Energy Corporation, L.L.C. (“Customer”), whose service address is Hwy 30, Denison, Iowa 51442.

Amaizing Energy Holding Company, LLC – Date: April 25, 2007 COBANK, ACB Letter of Credit Number 00614622 Beneficiary: Northern Natural Gas Company 1111 South 103rd Street Omaha, NE 68124 We have been instructed by: Amaizing Energy, LLC 2491 Lincoln Way Denison, IA 51442 To Amend our Letter of Credit 00614622 as issued in you favor. (May 10th, 2007)

This amendment is an integral part of the original credit and must be attached hereto. Please revise carefully to ensure you can comply with the terms and conditions.

Amaizing Energy Holding Company, LLC – Northern Natural Gas Company P.O. Box 3330 Omaha, NE 68103-0330 402-398-7200 (May 10th, 2007)

This letter agreement (“Agreement”) is entered into as of October ___, 2006. Pursuant to the request of CassCo Amaizing Energy, LLC (“CassCo”), with respect to the above-referenced Atlantic Line Relocation (“Line Relocation”), Northern Natural Gas Company (“Northern”) shall relocate its existing Atlantic Branchlines (IAB62801 and IAB62802) to new right-of-way to avoid ethanol plant construction. This Agreement is subject to the following terms and Conditions:

Amaizing Energy Holding Company, LLC – RECEIVED SECRETARY OF STATE IOWA (May 10th, 2007)

Pursuant to Section 301 of the Iowa Limited Liability Company Act, the undersigned forms the limited liability company by adopting the following Articles of Organization for the limited liability company: