0000950137-08-004067 Sample Contracts

MINNERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000) 5,000 Unit Increments Thereafter ($5,000)
Subscription Agreement • March 21st, 2008 • Minnergy LLC • Industrial organic chemicals

The undersigned subscriber (“Subscriber”), desiring to become a member of MinnErgy, LLC (“MinnErgy”), a Minnesota limited liability company, with its principal place of business at 8 North Front Street NW, PO Box 86, Eyota, Minnesota 55934 hereby subscribes for the purchase of membership units of MinnErgy, and agrees to pay the related purchase price, identified below.

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AMENDMENT NUMBER TWO to LETTER OF INTENT (“LOI”) DATED MARCH 23, 2007 And AMENDMENT NUMBER ONE DATED SEPTEMBER 13, 2007 (“AMENDMENT NUMBER ONE”) by and between FAGEN, INC. (“FAGEN”) and MINNERGY, LLC (“OWNER”)
Minnergy LLC • March 21st, 2008 • Industrial organic chemicals

This Amendment Number Two is entered into this 17th day of November December, 2007, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and MinnErgy, LLC, a Minnesota Limited Liability Company (“Owner”). Fagen and Owner may be referred to collectively herein as the “Parties”.

AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • March 21st, 2008 • Minnergy LLC • Industrial organic chemicals • Minnesota

THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made this 13th day of March, 2008, by and between MinnErgy, LLC a Minnesota limited liability company (“MinnErgy”) and Winona National Bank as escrow agent (the “Escrow Agent”).

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