Form of Subscription Agreement

 

 

 

 

1. The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Company the number of units of the Company (“Units”) at the price and for the aggregate consideration set forth in Box A of Section 6 below (the “Subscription Price”). Each Unit shall have a purchase price of $1,000 per Unit, and will consist of one share of the Company’s Series A Convertible Preferred stock, par value $0.01 per share (“Series A Preferred”) (a “Share”) and a warrant to purchase that number of shares of Company common stock, par value $0.01 per share (“Common Stock”), equal to 30% of the shares of Common Stock issuable upon conversion of the Series A Preferred purchased by the Subscriber (the “Conversion Shares”), provided that no warrant will be exercisable for a fractional share (each warrant to purchase shares of Common Stock, a “Warrant”). Any Warrant to purchase fractional shares to which a purchaser may otherwise be entitled shall be rounded down to the nearest whole share. The Subscriber acknowledges that this Subscription Agreement is subject to acceptance by the Company. The Company may also accept this Subscription Agreement in part. The Subscriber agrees that if this Subscription Agreement is not accepted in full, any funds related to the portion of this Subscription Agreement not accepted will be returned to the undersigned, without interest.

 

 

 

 

 

 

 

3. The Subscriber acknowledges that the representations and warranties and agreements contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining its eligibility or, if applicable, the eligibility of others on whose behalf it is contracting hereunder, to purchase the Units. The Subscriber further agrees that by accepting delivery of the Units or by having its agent accept delivery of the Units on its behalf, it shall be representing and warranting that the representations, warranties, acknowledgements and agreements contained herein are true and correct as at the time of accepting delivery of the Units with the same force and effect as if they had been made by the Subscriber at such time and that the representations and warranties shall survive the purchase by the Subscriber of the Units and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Units. The Company and its directors, officers, employees, shareholders and its legal counsel shall be entitled to rely on the representations and warranties of the Subscriber contained in this subscription agreement, and the Subscriber shall indemnify and hold harmless the Company and/or its legal counsel for any loss, costs or damages any of them may suffer as a result of any misrepresentations or any breach or failure to comply with any agreement herein.

 

4. The contract arising out of the acceptance of this subscription by the Company shall be governed by and construed in accordance with the laws of the State of Nebraska and represents the entire agreement of the parties hereto relating to the subject matter hereof.

 

5. The Company shall be entitled to rely on delivery of a facsimile copy of this Subscription Agreement, and acceptance by the Company of a facsimile copy of this Subscription Agreement shall create a legal, valid and binding agreement among the undersigned and the Company in accordance with the terms hereof.

 

6. SUBSCRIPTION PARTICULARS

 

BOX A
Particulars of Purchase of Units
	Number of Units subscribed for:
	Subscription Price ($____ X number of Units

BOX B
Subscriber Information
	Name
	Street Address
	Street Address (2)
	City and State
	Zip Code
	Contact Name
	Alternate Contact
	Phone No.
	Fax No. / E-mail Address

 

 

☐		Category 1.		A bank, as defined in section 3(a)(2) of the Securities Act. A 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. A broker or dealer registered pursuant to section 15 of the Exchange Act. An insurance company as defined in section 2(a)(13) of the Securities Act. An investment company registered under the Investment Corporation Act of 1940 or a business development company as defined in section 2(a)(48) of that Act. A Small Business Investment Corporation licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958. A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000. An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which 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.
☐		Category 2.		Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.
☐		Category 3.		An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000.
☐		Category 4.		A director or executive officer of the Company.
☐		Category 5.		A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase exceeds $1,000,000, excluding the value of the person’s primary residence, if any.
☐		Category 6.		A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
☐		Category 7.		A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the U.S. Securities Act.
☐		Category 8.		An entity in which each of the equity owners is an accredited investor.

7. A certified check or bank draft in the amount of the Subscription Price as set forth in Box A of Section 6 above, accompanies this Subscription Agreement.

 

 

	(Full Name of Subscriber)
	(Authorized Signature)
	(Name and Official Capacity – PLEASE PRINT)

	(Signature)
	Michael Abrams, Chief Financial Officer