exv4w2



 






Exhibit 4.2




NEK-SEN ENERGY, LLC

SUBSCRIPTION AGREEMENT




Limited Liability Company Membership Units




$1,000.00 per Unit




Minimum Investment of 25 Units ($25,000)

1 Unit Increments Thereafter ($1,000)



The undersigned subscriber (hereafter sometimes referred to as “you” or the “Subscriber”), desiring
to become a member of NEK-SEN Energy, LLC, a Kansas limited liability company, with its principal
place of business at 205 South 8th Street, Suite 2, Sabetha, Kansas 66534 (hereafter
sometimes referred to as “we” or “NEK-SEN”), hereby subscribes for the purchase of the membership
interests of NEK-SEN, 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	 	 
	 

	 	 	 	 
	4.

	 	Telephone:	 	 
	 

	 	 	 	 
	4.

	 	E-mail Address:	 	 
	 

	 	 	 	 




B. NUMBER OF UNITS PURCHASED. Indicate the number of Units you are purchasing. You must
purchase at least 25 units.




	 	 	 	 	 
	 

	 	 
 

	 	 





C. PURCHASE PRICE. Indicate the dollar amount of your investment (minimum investment is
$25,000).




	 	 	 	 	 	 	 	 	 
	1. Total Purchase Price

	 	=
	 	2. 1st Installment
	 	+
	 	3. 2nd Installment
	($1,000.00 Per Unit multiplied
by the number in box B above.)

	 	 	 	(10% of the Total Purchase Price)
	 	 	 	(90% of the Total Purchase Price)
	 
 


	 	=
	 	 
 

	 	+
	 	 
 







D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:



You should read the Prospectus dated [Date of Effectiveness] (the “Prospectus”) in its entirety,
including exhibits, for a complete explanation of an investment in NEK-SEN. To subscribe, you must
follow the applicable instructions below.



INSTRUCTIONS IF YOU ARE SUBSCRIBING PRIOR TO RELEASE OF FUNDS FROM ESCROW: If you are
subscribing prior to the Company’s release of funds from escrow, you must follow Steps 1 through 5
below:





	 	1.	 	Complete all information required in this Subscription Agreement, and date and sign the
Subscription Agreement on page 6 and the Member Signature Page to our Operating Agreement
attached to this Subscription Agreement as EXHIBIT “A”.




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	 	2.	 	Immediately provide your personal (or business) check for the first installment of ten
percent (10%) of your investment amount made payable to United Bank and Trust, escrow agent
for NEK-SEN Energy, LLC. You will determine this amount in box C.2 on page 1 of this
Subscription Agreement.
	 
	 	3.	 	Execute the Promissory Note and Security Agreement attached as page 7 evidencing your
commitment to pay the remaining ninety percent (90%) due for the Units and granting NEK-SEN
a security interest in your Units.
	 
	 	4.	 	Deliver the original executed subscription agreement and Promissory Note and Security
Agreement referenced in numbered Items 1 and 3 of these instructions, together with your
personal or business check described in Item 2 of these instructions to either of the
following:





	 	 	 	 	 
	 

	 	NEK-SEN Energy, LLC
	 	United Bank and Trust
	 

	 	Attention: Gary Edelman
	 	935 Main Street
	 

	 	205 South 8th Street, Suite 2
	 	Sabetha, KS 66534
	 

	 	Sabetha, KS 66534	 	 







	 	5.	 	Upon written notice from NEK-SEN stating that its sales of Units have exceeded the
Minimum Offering amount of $29,500, you must, within thirty (30) days, deliver an
additional personal (or business) check for the second installment of ninety percent (90%)
of your investment amount made payable to United Bank and Trust, escrow agent for NEK-SEN
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. You must deliver this check to
the same address set forth above in Instruction 4 within thirty (30) days of the date of
NEK-SEN’s written notice. If you fail to pay the second installment pursuant to the
Promissory Note and Security Agreement, NEK-SEN shall be entitled to retain your first
installment and to seek other damages, as provided in the Promissory Note and Security
Agreement.
	 
	 	 	 	Your funds will be placed in NEK-SEN’s escrow account at United Bank and Trust. The funds
will be released to NEK-SEN or returned to you in accordance with the escrow arrangements
described in the Prospectus. NEK-SEN may, in its sole discretion, reject or accept any part
or all of your subscription. If NEK-SEN rejects your subscription, your Subscription
Agreement and investment will be promptly returned to you, plus nominal interest, minus
escrow fees. It is possible that NEK-SEN may not consider the acceptance or rejection of
your subscription until a future date near the end of this offering.




INSTRUCTIONS IF YOU ARE SUBSCRIBING AFTER RELEASE OF FUNDS FROM ESCROW: If you are
subscribing after the Company’s release of funds from escrow, you must follow Steps 1 through 3
below:





	 	1.	 	Complete all information required in this Subscription Agreement and date and sign the
Subscription Agreement on page 6 and the Member Signature Page to our Operating Agreement
attached to this Subscription Agreement as EXHIBIT “A”.
	 
	 	2.	 	Immediately provide your personal (or business) check for the entire amount of your
investment (as determined in Box C.1 on page 1) made payable to “NEK-SEN Energy, LLC.”
	 
	 	3.	 	Deliver 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:




NEK-SEN Energy, LLC

Attention: Gary Edelman

205 South 8th Street, Suite 2

Sabetha, Kansas 66534





	 	 	 	If you are subscribing after we have released funds from escrow and we accept your
investment, your funds will be immediately at risk as described in the Prospectus. NEK-SEN
may, in its sole discretion, reject or accept any part or all of your subscription. If
NEK-SEN rejects your subscription, your Subscription Agreement and investment will be
returned to you promptly, plus nominal interest, minus escrow fees. It is possible that
NEK-SEN may not consider the acceptance or rejection of your subscription until a future
date near the end of this offering.




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You may direct your questions to one of our directors listed below or to NEK-SEN at (785) 284-0052.




	 	 	 	 	 
	Director	 	Position	 	Phone Number
	Gary Edelman
	 	Chairman	 	(785) 284-1457
	Mark Edelman
	 	Director	 	(515) 294-6144
	Lonnie Goff
	 	Vice President	 	(402) 245-4575
	Gerald (Gerry) Howard
	 	Treasurer	 	(785) 284-2668
	Jim Jensen
	 	Director	 	(913) 254-9008
	Kurt Grimm
	 	Director	 	(785) 459-8500
	Richard Ogle
	 	Director	 	(402) 855-4225
	Charlie Loiseau
	 	Director	 	(785) 353-2278
	Brian Poppe
	 	Secretary	 	(402) 245-4430
	Roger Jorgenson
	 	Director	 	(785) 271-8966





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.





	 	 	 	 	 	 	 	 	 	 	 
	 	 	o	 	Individual
	 	 	o	 	Joint Tenants with Right of Survivorship (Both signatures must appear on Page 6.)
	 	 	o	 	Corporation, Limited Liability Company or Partnership
(Corporate Resolutions, Operating Agreement or Partnership Agreement must be
enclosed.)
	 	 	o	 	Trust
	 	 	 	 	  Trustee’s Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	  Trust Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	o	 	Other: Provide detailed information in the space immediately below.
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







	 	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
backup withholding. All individual subscribers should provide their Social Security
Number. Custodians should provide the minor’s Social Security Number. Trusts should
provide their taxpayer identification number. Other entities should provide their
taxpayer identification number.





	 	 	 	 	 	 	 	 	 	 	 
	 	 	o	Check box if you are a non-resident alien	 	 
	 	 	o	Check box if you are a U.S. citizen residing outside of the United States	 	 
	 	 	o	Check this box if you are subject to backup withholding	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Subscriber’s Social Security No.	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	Joint Subscriber’s Social Security No.	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	Taxpayer Identification No.	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






	 	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:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.	 	 	State of Residence.
	 	 	 	 
	 

	 	 	 	 	 	State of Principal Residence:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	State where driver’s license is issued:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	State where resident income taxes are filed:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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	 	 	 	 State(s) in which you have maintained your principal residence during the past three
years:





	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	a
	 	 	b.
	 	 	c.	 
	 	 	 	 






	 	5.	 	Suitability Standards. You cannot invest in NEK-SEN unless you meet one or
more of the following suitability tests (a or b) set forth below. Please review the
suitability tests and check the box(es) next to the following suitability test(s) that
you meet. For husbands and wives purchasing jointly, the tests below will be applied
on a joint basis.





	 	 	 	 	 	 	 
	 

	 	a.
	 	o
	 	I (We) have annual income from whatever
source of at least $45,000 and a net worth of at least $45,000,
exclusive of home, furnishings and automobiles; or
	 
	 	 	 	 	 	 
	 

	 	b.
	 	o
	 	I (We) have a net worth of at least $100,000,
exclusive of home, furnishings and automobiles.







	 	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 NEK-SEN that he, she or it:






	 	a.	 	has received a copy of NEK-SEN’s Prospectus dated [effective
date] and all exhibits thereto;
	 
	 	b.	 	has been informed that the Units of NEK-SEN are offered and
sold in reliance upon a federal securities registration; Iowa, Kansas,
Missouri, Nebraska and South Dakota 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 Units purchased pursuant to this
Subscription Agreement have not been registered under the securities laws of
any state other than the states of Iowa, Kansas, Missouri, Nebraska and South
Dakota, and that NEK-SEN 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 Iowa, Kansas, Missouri, Nebraska or South
Dakota 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 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 NEK-SEN’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 NEK-SEN’s Operating Agreement dated
October 7, 2005, and all amendments thereto, and understands that upon closing
the escrow by NEK-SEN, 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
contained in NEK-SEN’s Operating Agreement, and




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	 	 	 	agrees that if the membership Units or any part thereof are sold or distributed
in the future, the Subscriber shall sell or distribute them only pursuant to the
terms of NEK-SEN’s Operating Agreement, 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 NEK-SEN will place a restrictive legend on any
certificate representing any Unit containing substantially the following
language as the same may be amended by NEK-SEN’s Board of Directors in its sole
discretion:






THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR
TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF
WILL 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 FEDERAL AND STATE LAW AND THE
TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE
COMPANY, AS AMENDED FROM TIME TO TIME.




THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
APPLICABLE STATE 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, NEK-SEN 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
so 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
that the Subscriber 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 numbered paragraph E.2 of 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 numbered paragraph E.2 is checked);
	 
	 	q.	 	understands that execution of the attached Promissory Note and
Security Agreement will allow NEK-SEN 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 the Promissory Note and Security Agreement; and




5









 






	 	r.	 	acknowledges that NEK-SEN may retain possession of certificates
representing the Subscriber’s Units to perfect its security interest in those
Units.





Signature of Subscriber/ Joint Subscriber:




	 	 	 	 	 
	Date:
	 	 	 	 
	 	 	 	 	 





	 	 	 
	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
	 	 






ACCEPTANCE OF SUBSCRIPTION BY NEK-SEN ENERGY, LLC:



NEK-SEN Energy, LLC hereby accepts the subscription for the above Units.




Dated this                      day of                                         , 200          .



NEK-SEN ENERGY, LLC




	 	 	 	 	 
	By:

	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 	 	 	 	 





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PROMISSORY NOTE AND SECURITY AGREEMENT



Date of Subscription Agreement:                                                             , 200___.




$1,000.00 per Unit




Minimum Investment of 25 Units ($25,000), 1 Unit Increments Thereafter ($1,000)




	 	 	 
	 

	 	Number of Units subscribed
	 	 	 
	 
	 	 
	 

	 	Total Purchase Price ($1,000.00 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 NEK-SEN Energy, LLC, a
Kansas limited liability company (“NEK-SEN”), at its principal office located 205 South 8th Street,
Suite 2, Sabetha, Kansas 66534, or at such other place as required by NEK-SEN, the Principal
Balance set forth above in one lump sum to be paid without interest within 30 days following the
call of the NEK-SEN Board of Directors, as described in the attached 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 NEK-SEN.



The undersigned agrees to pay to NEK-SEN 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 NEK-SEN
and its successors and assigns, which expressly reserve 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 NEK-SEN, and its successors and assigns (“Secured Party”), a purchase
money security interest in and to all of the undersigned’s Membership Units of NEK-SEN 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/Debtor	 	Printed or Typed Name of Obligor/Debtor
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Signature)
	 	 	 	(Signature)
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Officer Title if Obligor/Debtor is an Entity	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	Address of Obligor/Debtor	 	 	 	 






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MEMBER SIGNATURE PAGE




ADDENDUM TO THE

OPERATING AGREEMENT

OF NEK-SEN ENERGY, LLC




     The undersigned does hereby represent and warrant that the undersigned, as a condition to
becoming a Member in NEK-SEN Energy, LLC, has received a copy of the Operating Agreement, dated
October 7, 2005, and, if applicable, all amendments and modifications thereto, and does hereby
agree that the undersigned, along with other parties to the Operating Agreement, shall be subject
to and comply with all terms and conditions of said Operating Agreement in all respects, as if the
undersigned had executed said Operating Agreement on the original date thereof; and that the
undersigned is and shall be bound by all of the provisions of said Operating Agreement from and
after the date of execution hereof.



	 	 	 
	Individuals:	 	Entities:
	 
	 	 
	 
	 

	 	 
	Name of Individual Member (Please Print)

	 	Name of Entity (Please Print)
	 
	 	 
	 
	 

	 	 
	Signature of Individual

	 	Print Name and Title of Officer
	 
	 	 
	 
	 

	 	 
	Name of Joint Individual Member (Please Print)

	 	Signature of Officer
	 
	 	 
	 
	 	 	 
	Signature of Joint Individual Member
	 	 






Agreed to and Accepted on Behalf of the

Company and its Members:




NEK-SEN ENERGY, LLC




	 	 	 	 	 
	By:

	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 	 	 	 	 





EXHIBIT “A”





1