Form of Subscription Agreement

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of October __, 2013 (the “Effective Date”) between Calpian, Inc., a Texas corporation (the “Company”), and ________________  (the “Investor”).

 

WHEREAS, Investor desires to purchase and receive from the Company and the Company desires to issue and sell to Investor, Series B Convertible Preferred Stock (as further described herein below) in consideration of Investor’s payment of the Purchase Price to the Company pursuant to the terms of this Agreement.

 

NOW, THEREFORE, based upon the foregoing and the mutual promises in this Agreement, the parties agree as follows:

 

 

2. Termination.  In the event the sale of the shares of Series B Preferred is not consummated for any reason, this Agreement and any other agreement entered into between the Investor and the Company shall thereafter have no force or effect, and the Company shall promptly return or cause to be returned to the Investor the Purchase Price remitted to the Company, without deduction therefrom.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(m) All information which Investor has provided to the Company concerning Investor, including but not limited to, its financial position and its knowledge of financial and business matters, is truthful, accurate, correct, and complete as of the date set forth herein.

 

(n) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend:

 

 

(o) The Investor hereby represents that the address of the Investor furnished by Investor on the signature page hereof is the Investor’s principal residence if Investor is an individual or its principal business address if it is a corporation or other entity.

 

 

 

(r) Investor acknowledges that if he or she is a Registered Representative of a FINRA member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm.

 

(s) Investor acknowledges that at such time, if ever, as any of the shares of Series B Preferred is registered with the SEC, sales of such shares of Series B Preferred will be subject to state securities laws.

 

 

4. Representations by the Company.  The Company hereby represents and warrants to the Investor as follows:

 

 

 

(c) The Company’s Series B Preferred to be issued to the Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable.

 

 

 

(d) The Company’s common stock issuable to the Investor upon conversion of Series B Preferred, when issued and delivered in accordance with this Agreement and the Certificate of Designation, will be duly and validly issued and fully paid and nonassessable.

 

(e) The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

 

 

5. Agreement to Indemnify.

 

 

 

6. Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefor, addressed as follows:

 

(a)            if to the Company, to:

 

Calpian, Inc.

500 North Akard Street, Suite 2850

Dallas, Texas

Attn:  Harold Montgomery

Telephone: (214) 758-8600

Facsimile: (214) 758-8602

With a copy to (which shall not constitute notice):

 

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

Attn:  Darrin M. Ocasio

 

 

(b) if to the Investor, to the Investor’s address indicated on the signature page of this Agreement.

 

Notices shall be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given or delivered when received.

 

 

 

9. Adoption of Terms and Provisions.  The Investor hereby adopts, accepts and agrees to be bound by all the terms and provisions hereof.

 

 

 

 

 

14. It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

 

15. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

 

16. This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

 

17. Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.

 

 

 

19. Investor’s Information. (This must be consistent with the form of ownership selected below and the information provided in the Certificate of Accredited Investor Status (Exhibit B hereto)).

 

Name (please print):
If entity named above,	By:
	Its:
Social Security or Taxpayer I.D. Number:
Business Address (including zip code):
Business Phone:
Residence Address (including zip code):
Residence Phone:
All communications to be sent to:
Business:	or	Residence Address:

 

Please indicate below the form in which you will hold title to your interest in the shares of Series B Preferred.  PLEASE CONSIDER CAREFULLY.  ONCE YOU HAVE BEEN ISSUED THE SHARES OF SERIES B PREFERRED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SHARES OF SERIES B PREFERRED AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS AGREEMENT, AND MAY RESULT IN ADDITIONAL COSTS TO YOU.  Investor should seek the advice of its attorney in deciding in which of the forms they should take ownership of the interest in the shares of Series B Preferred, because different forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the investor’s domicile and his or her particular personal circumstances.

 

o

INDIVIDUAL OWNERSHIP (one signature required)

 

o

JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must sign)

 

o

COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in both names)

 

o

TENANTS IN COMMON (both or all parties must sign)

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

 

 

 

 

 

 

 

Except as may be indicated by the undersigned below, the undersigned is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).  The undersigned has initialed the box below indicating the basis on which he is representing his status as an “accredited investor”:

 

           o a 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; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a 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; 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, and 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”;

 

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

 

o an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

 

o a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, at the time of this purchase exceeds $1,000,000 (excluding the value of the undersigned’s primary residence);

 

o 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 the undersigned’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;

 

o a 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 person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;

 

o an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards; or

 

o an individual who is a director or executive officer of Calpian, Inc.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Accredited Investor Status effective as of this _______ day of  ________, 201__.