SUBSCRIPTION AGREEMENT
AND
LETTER OF INVESTMENT
Multiband Corporation
0000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned ("Subscriber") hereby subscribes for the purchase of
Shares of Multiband Corporation, a Minnesota corporation (the "Company"), at
$1.40 per share for a total purchase price of $ ,check payable to Multiband
Corporation. Subscriber understands that the Company has the right to reject any
subscription for Common Stock for any reason and that the Company will promptly
return the funds delivered herewith in the event that this subscription is
rejected. Subscriber acknowledges that the Company is relying upon the accuracy
and completeness of the representations contained in complying with its
obligations under applicable securities laws. Additionally, Subscriber will
receive for each share of common stock purchased one stock purchase warrant.
Said warrant allows for the purchase of an additional share of common stock at a
purchase price of $2.00 per share. Said warrants will be exercisable six months
and one day from their date of issuance and have a five year term from the
initital date of their exercise.
Subscriber acknowledges and represents to the Company as follows:
(a) Subscriber has reviewed, and is familiar with the audited
2003 year-end Financial Report of the Company and the Company's unaudited third
quarter 2004 Income Statement, as found on the SEC Xxxxx on-line reporting
system, and all materials incorporated by reference therein.
(b) Subscriber is in a financial position to hold the Common
Stock for an indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Subscriber's investment in the Common Stock.
(c) Subscriber believes he/she/it, either alone or with the
assistance of Subscriber's professional advisor, has such knowledge and
experience in financial and business matters that Subscriber is capable of
evaluating the merits and risks of the prospective investment in the Common
Stock. Subscriber has obtained, to the extent Subscriber deems necessary,
personal professional advice with respect to assessing the risks inherent in an
investment in the Common Stock, and the suitability of an investment in the
Common Stock in light of Subscriber's financial condition and investment needs.
(d) The Common Stock is being purchased by Subscriber for
investment purposes in his/her/its name solely for Subscriber's own beneficial
interest and not as a nominee for, or on behalf of, of for the beneficial
interest of, or with the intention to transfer to, any other person, trust or
organization.
(e) Subscriber believes that the investment in the Common
Stock is suitable for him/her/its based upon his/her/its investment objectives
and financial needs, and Subscriber has adequate means for providing for
his/her/its current financial needs and personal or business contingencies and
has no need for liquidity of investment with respect to the Common Stock.
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(f) Subscriber has been given access to full and complete
information regarding the Company and has utilized such access to his/her/its
satisfaction.
(g) Subscriber recognizes that the Common Stock as an
investment involves a high degree of risk including, but not limited to, the
risk of economic losses from the operations of the Company.
(h) Subscriber realizes that (i) the purchase of the Common
Stock is a long-term investment, (ii) the purchaser of the Common Stock must
bear the economic risk of investment for an indefinite period of time because
the Common Stock has not been registered under the Securities Act of 1933, as
amended (the "1933 Act"), or any applicable state securities laws (the "Blue Sky
Laws") and, therefore, cannot be sold, assigned, transferred or otherwise
disposed of unless they are subsequently registered under the 1933 Act and the
Blue Sky Laws, or exemptions from such registrations are available, (iii)
Subscriber may not be able to liquidate his/her/its investment in the event of
an emergency or pledge the Common Stock as collateral security for loans, and
(iv) the transferability of the Common Stock is restricted by a legend placed on
the certificate evidencing the Common Stock stating that the Common Stock have
not been registered under the 1933 Act or the Blue Sky Laws and referencing the
restrictions on transferability of the Common Stock.
(i) Subscriber is a bona fide resident of, or is domiciled in,
the state listed on the signature page hereof.
(j) Subscriber comes within each category marked below, and
that for any category marked Subscriber has accurately for the factual basis or
reason Subscriber comes within that category. ALL INFORMATION IN RESONSE TO THIS
SECTION WILL BE KEPT STRICTLY CONFIDENTIAL.
Subscriber agrees to furnish any additional information, which the Company deems
necessary in order to verify the answers set forth below.
Category 1 _________ Subscriber is an individual (not a partnership,
corporation, etc.) whose individual net worth, or
joint net worth with his spouse, presently exceeds
$1,000,000.
Explanation. In calculating net worth you may
include equity in personal property and real
estate, including principal residence, cash,
short-term investments, stocks and securities.
Equity in personal property and real estate should
be based on the fair market value of such property
less debt secured by such property.
Category II _________ Subscriber is a corporation, partnership,
business trust or a nonprofit organization within
the meaning of section 501 (c)(3) of the Internal
Revenue Code that was not formed for the specific
purpose of acquiring the Common Stock and that has
total assets in excess of $5,000,000.
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Category III _________ Subscriber is an individual (not a partnership,
corporation, etc.) who reasonably expects an
individual income in excess of $200,000 in the
current year and has an individual income in
excess of $200,000 in each of the last two years
(including foreign income, tax exempt income and
the full amount of capital gains and losses but
excluding any income of Subscriber's spouse or
other family members and any unrealized capital
appreciation).
Or
_________ Subscriber is an individual (not a partnership,
corporation, etc.) who, together with his/her
spouse, reasonably expects joint income in excess
of $300,000 for the current year and had joint
income in excess of $300,000 in each of the last
two years (including foreign income, tax exempt
income and the full amount of realized capital
gains and losses).
Place an "X" in the appropriate spaces below:
I anticipate [Individual] [joint] My [individual][joint] income in My [individual][joint]
Income in 2003 in the range 2002 was: income in 2001 was:
_________ $200,000 to $250,000 _________ $200,000 to $250,000 _________ $200,000 to $250,000
_________ $250,000 to $300.000 _________ $250,000 to $300,000 _________ $250,000 to $300,000
_________ over $300,000 _________ over $300,000 _________ over $300,000
Category IV _________ Subscriber is a director or executive officer of
the Company which is issuing and selling the
Common Stock.
Category V _________ Subscriber is a bank, savings and loan association
or credit union, registered broker or dealer,
insurance company, registered investment company,
employee benefit plan established and maintained
by a state or its political subdivisions or any
agency or instrumentality thereof whose total
assets exceed $5,000,000, or employee benefit plan
within the meaning of Title I of ERISA whose plan
fiduciary is either a bank, savings and loan
association, insurance company or registered
investment advisor or whose total assets exceed
$5,000,000.
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(describe entity)
Category VI _________ Subscriber is a private business development
company as defined in section 202 (a)(22) of the
Investment Advisors Act of 1940.
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(describe entity)
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Category VII _________ Subscriber is a trust with total assets in
excess of $5,000,000, not formed for the specific
purpose of acquiring the Common Stock, whose
purchase is directed by a "sophisticated person" as
described in Rule 506(b)(2)(ii) under the 1933 Act.
Category VIII _________ Subscriber is a trust that is revocable by the
grantor at any time and the grantor is an
"accredited investor". A copy of the declaration of
trust or trust agreement and a representation as to
the accredited investor status of the grantor is
attached.
Category IX _________ Subscriber is an Individual Retirement Account
and the participant is an "accredited investor".
Category X _________ Subscriber is self-directed employee benefit plan
for which all persons making investment decisions
are "accredited investors".
Category XI _________ Subscriber is an entity of which all the equity
owners are "accredited investors". If necessary
upon this category alone, each equity owner must
complete a separate copy of this agreement.
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(k) If Subscriber is not an individual (i)
Subscriber was not organized for the
specific purpose of acquiring the Common
Stock, and (ii) this Subscription Agreement
and Letter of Investment Intent has been
duly authorized by all necessary action on
the part of Subscriber, has been duly
executed by an authorized officer of
representative of Subscriber, and is a
legal, valid and binding obligation of
Subscriber enforceable in accordance with
its terms.
(l) If Subscriber is an individual, Subscriber
is of legal age.
Subscriber is aware of the significance to
the Company of the foregoing
representations, and they are made with the
intention that the Company will rely on
them.
Manner in which Title is to be Held. (check one)
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a. ____ Individual Ownership
b. ____ Community Property
c. ____ Joint Tenant with Right of Survivorship (both parties must sign)
d. ____ Partnership*
e. ____ Tenants in Common (both parties must sign)
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f. ____ Corporation*
g. ____ Trust*
h. ____ Other
* If Common Stock are being subscribed for by an entity, the Certificates
of Signatory at the end of this agreement must also be completed.
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Dated: , 2004
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Signature Signature
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Name Typed or Printed Name Typed or Printed
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Address Address
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City, State, Zip Code City, State, Zip Code
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Tax Identification or Tax Identification or
Social Security Number Social Security Number
This Subscription Agreement and Letter of Investment Intent is accepted as of
_________________, 2004.
Multiband Corporation
By
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Its
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CERTIFICATE OF SIGNATORY
(To be completed if Common Stock are being subscribed for by an entity)
I, _________________________________________, am the __________________
of _________________________ (the "Entity").
I certify that I am empowered and duly authorized by the Entity to
execute and carry them out to terms of the Subscription Agreement and Letter of
Investment Intent and to purchase and hold the Common Stock, and certify further
that the Subscription Agreement and Letter of Investment Intent has been duly
and validly authorized and executed in behalf of the Entity and constitutes a
legal, valid and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this ________________ day of
___________, 2004.
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Signature
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