exv4w2



 




EXHIBIT 4.2




GOLD 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, desiring to become a member of Gold Energy, LLC (“Gold Energy”), a
North Dakota limited liability company, with its principal place of business at 1183 6th
Street South, Wahpeton, North Dakota 58075, hereby subscribes for the purchase of the membership
interests of Gold Energy, 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.	 	 	Email Address:	 	 
	 

	 	 	 	 	 	 	 	 	 	 




B. NUMBER OF UNITS PURCHASED. You must purchase at least 25 units. We presently have 2,100
units outstanding. The maximum number of units to be sold is 75,000.







	 	 	 
	 

	 	 







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

	 	 	 	(10% of the Total Purchase Price)
	 	 	 	(90% of the Total Purchase Price)
	by the number in box B above.)

	 	 	 	 
	 	 	 	
	
    
 

	 	=
	 	

 

	 	+
	 	

 








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 Gold Energy, LLC. To subscribe,
you must:



INSTRUCTIONS IF YOU ARE SUBSCRIBING PRIOR TO THE COMPANY’S 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 Member Control 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 Bremer Trust, N.A., escrow agent for Gold
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 on page 7 of this Subscription Agreement
evidencing your commitment to pay the remaining ninety percent (90%) due for the Units that is
attached to this Subscription Agreement and grant Gold Energy a security interest in your Units.



     4. Deliver each of the original executed documents referenced in 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:



	 	 	 	 	 	 	 
	 

	 	Gold Energy, LLC
	 	Bremer Trust, N.A.	 	 
	 

	 	Attention: Michelle Swenson
	 	Attention: Ruth Molloy, Trust Officer	 	 
	 

	 	1183 6th Street South
	 	PO Box 937	 	 
	 

	 	Wahpeton, ND 58075
	 	Alexandria, MN 56308
	 	 






     5. Upon written notice from Gold Energy stating that its sales of Units have exceeded the
Minimum Offering amount of $33,000,000, you must, within thirty (30) days secure an additional
personal (or business) check for the second installment of ninety percent (90%) of your investment
amount made payable to Bremer Trust, N.A., escrow agent for Gold Energy 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 Gold Energy’s written notice. If you fail to
pay the second installment pursuant to the Promissory Note and Security Agreement, Gold Energy
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 Gold Energy’s escrow account at Bremer Trust, N.A. The funds will be
released to Gold Energy or returned to you in accordance with the escrow arrangements described in
the Prospectus. Gold Energy may, in its sole discretion, reject or accept any part or all of your
subscription. If Gold Energy rejects your subscription, your Subscription Agreement and investment
will be promptly returned to you, plus nominal interest, minus escrow fees. Gold Energy 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 THE COMPANY’S 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 Member Control 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 “Gold 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:


Gold Energy, LLC

Attention: Michelle Swenson

1183 6th Street South

Wahpeton, ND 58075



     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. Gold Energy may, in its
sole discretion, reject or accept any part or all of your subscription. If Gold Energy rejects
your subscription, your Subscription Agreement and investment will be returned to you promptly,
plus nominal interest, minus escrow fees. Gold Energy 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 governors listed below or to Gold Energy at
701-883-5783.




	 	 	 	 	 	 	 
	 	 	Governor	 	Cell Number	 	Home Number
	 

	 	Les Nesvig
	 	701-730-0077
	 	701-883-5783
	 

	 	Dan Skolness
	 	701-219-1498
	 	218-532-2216
	 

	 	Randy Schneider
	 	701-426-4994
	 	701-222-4100
	 

	 	Lance Peterson
	 	218-731-1656
	 	218-826-6759
	 

	 	Michelle Swenson
	 	218-770-1576
	 	218-685-4681
	 

	 	Shaun Beauclair
	 	701-739-4195
	 	218-478-2424
	 

	 	Blane Benedict
	 	701-238-2626
	 	218-789-7819





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. Trusts should provide their taxpayer identification number.
Custodians should provide the minor’s Social Security Number. All individual
subscribers should provide their Social Security 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:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 
	 

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








										
	 	 	 	  a
	 	 	b.
	 	 	c.






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	 	5.	 	Suitability Standards. You cannot invest in Gold Energy 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 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
	 
	 	c.	 	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 Gold Energy that he, she or
it:






	 	a.	 	has received a copy of Gold Energy’s Prospectus dated
[effective date] and the exhibits thereto;
	 
	 	b.	 	has been informed that the Units of Gold Energy are offered and
sold in reliance upon a federal securities registration; South Dakota, North
Dakota and Minnesota 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 securities purchased pursuant to
this Subscription Agreement have not been registered under the securities laws
of any state other than the States of South Dakota, North Dakota and Minnesota,
and that Gold Energy 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 South Dakota, North Dakota or Minnesota
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 that 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 Gold Energy’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 the Gold Energy Member Control
Agreement, dated November 9, 2005, and understands that upon closing the escrow
by Gold Energy, the subscriber and the membership units will be bound by the
provisions of the Member Control 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 in
the Gold Energy Member Control Agreement and agrees that if the membership
units or any part thereof are sold or distributed in the future, the subscriber
shall sell or distribute them pursuant to the terms of the Member Control
Agreement, and the requirements of the Securities Act of 1933, as amended, and
applicable state securities laws;





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	 	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 Gold Energy will place a restrictive legend on
any certificate representing any unit containing substantially the following
language as the same may be amended by the Governors of Gold Energy in their
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 MEMBER CONTROL 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, Gold Energy 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
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 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 Item E.2 on 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 Item E.2 is checked);
	 
	 	q.	 	understands that execution of the attached Promissory Note and
Security Agreement will allow Gold Energy 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 that Promissory Note and Security Agreement; and
	 
	 	r.	 	acknowledges that Gold Energy may retain possession of
certificates representing subscriber’s Units to perfect its security interest
in those Units.





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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 GOLD ENERGY, LLC:




Gold Energy, LLC hereby accepts the subscription for the above Units.




Dated this                      day of                                                            , 200                    .




GOLD 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)
	 	 	 
	 
	 	 
	(                                          )

	 	Initial Payment (10% of Principal Amount)
	 	 	 
	 
	 	 
	 

	 	Principal Balance
	 	 	 




FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of Gold Energy, LLC, a
North Dakota limited liability company (“Gold Energy”), at its principal office located 1183
6th Street South, Wahpeton, ND 58075, or at such other place as required by Gold Energy,
the Principal Balance set forth above in one lump sum to be paid without interest within 30 days
following the call of the Gold Energy Board of Governors, as described in the 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 Gold Energy.



The undersigned agrees to pay to Gold Energy 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 North Dakota.



The provisions of this Promissory Note and Security Agreement shall inure to the benefit of Gold
Energy and its successors and assigns, which expressly reserves 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 Gold Energy, and its successors and assigns (“Secured Party”), a purchase
money security interest in all of the undersigned’s Membership Units of Gold Energy 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 Obligor	 	Printed or Typed Name of Joint Obligor
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

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







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EXHIBIT “A”




MEMBER SIGNATURE PAGE




ADDENDA

TO THE

MEMBER CONTROL AGREEMENT OF

GOLD ENERGY, LLC




     The undersigned does hereby represent and warrant that the undersigned, as a condition to
becoming a Member in Gold Energy, LLC, has received a copy of the Member Control Agreement, dated
November 9, 2005, and, if applicable, all amendments and modifications thereto, and does hereby
agree that the undersigned, along with the other parties to the Member Control Agreement, shall be
subject to and comply with all terms and conditions of said Member Control Agreement in all
respects as if the undersigned had executed said Member Control Agreement on the original date
thereof and that the undersigned is and shall be bound by all of the provisions of said Member
Control 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 and accepted on behalf of the

	 	 
	Company and its Members:
	 	 
	 
	 	 
	GOLD ENERGY, LLC
	 	 
	 
	 	 
	By:                                                                                      
	 	 
	 
	 	 
	Its:                                                                                       
	 	 







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