BOSTON OMAHA CORPORATION A Delaware corporation __________________________ COMMON STOCK SUBSCRIPTION AGREEMENT __________________________ INSTRUCTIONS TO SUBSCRIBERS BOSTON OMAHA CORPORATION a Delaware corporation

 

(a)

Any individual who had an individual income in excess of $200,000 (or joint income with his or her spouse of $300,000) in the last two years and who reasonably expects an individual income in excess of $200,000 (or such joint income in excess of $300,000) in the current year.  For purposes of this offering, individual and joint income shall equal adjusted gross income, as

 

reported in the investor’s federal tax return (less, for individual income only, any income attributed to a spouse or to property owned by a spouse) and increased by the following amounts (but not, for individual income only, any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any tax exempt interest received, (ii) the amount of losses claimed as a limited partner in a limited partnership, (iii) any deduction claimed for depletion, (iv) amounts contributed to an IRA or Keogh retirement plan, (v) alimony paid, and (vi) any amount by which income for long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code of 1986, as amended (the “Code”); or

 

(b)

Any individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of their primary residence); or

 

(c)

Any partnership, limited liability company, corporation, employee benefit plan or trust that was not formed for the purpose of acquiring Shares and that has total assets of over $5,000,000, and with regard to a trust, the person making the investment decision has such experience in financial and business matters that the trustee is capable of evaluating the risks and merits of the investment in the Company, a corporation or partnership where all the beneficial owners are accredited investors or if an employee benefit plan, it is administered by a bank, savings and loan association, insurance company or registered investment adviser, or if a self-directed plan, the investment decision is being made by only accredited investors; or

 

(d)

Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of the Securities Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; any employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or

 

(e)

Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

 

(f)

Any organization described in Section 501(c)(3) of the Code, a business trust, or partnership with assets in excess of $5,000,000 not specifically formed for the purpose of investing in the Company; or

 

(g)

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of the Securities Act; or

 

(h)

Any entity, all of whose equity owners are accredited investors.

Each investor must also make certain additional representations to the general effect that such investor:

 

(a)

does not have an overall commitment to investments that are not readily marketable that is disproportionate to his or her net worth, and that his or her investment in the Company will not cause such overall commitment to become excessive;

 

(b)

has adequate net worth and means of providing for his or her current needs and personal contingencies to sustain a complete loss of his or her investment in the Company at the time of investment, and has no need for liquidity in his or her investment in the Company;

 

(c)

is acquiring Shares for his or her own account, for investment only and not with a view toward resale or distribution; and

 

(d)

is aware that he or she may not be able to liquidate his or her investment in the event of emergency or for any other reason because the transferability of Shares will be subject to restrictions on resales imposed by the Securities Act and the securities laws of certain states.

Bank Name

Routing Instructions

Account Information

Reference Information

 

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Individual or entity or trust (one signature required, unless otherwise required by organization documents)

 

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Joint Tenants with right of survivorship (both parties must sign)

 

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Tenants-in-Common (all parties must sign)

 

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Community Property (one signature required if Shares held in one name, i.e., ranging spouse; two signatures required if Shares are held in both names)

Principal Business

Offices:

Mailing Address

(if different):

Attention: