NATIONAL RENEWABLE ENERGY INVESTMENT FUND, INC. SUBSCRIPTION AGREEMENT
This
Agreement is made this 14th day of August, 2009 by and between National
Renewable Energy Investment Fund, Inc., a Maryland corporation (the “Company”), and West
Bancorporation, Inc. (“Subscriber”).
WITNESSETH:
WHEREAS,
the Company has been formed to engage in any lawful act or activity for which
corporations may be organized under the general laws of the State of Maryland,
including, without limitation or obligation, and subject to making an election
under the Investment Company Act of 1940, as amended (the “1940 Act”),
conducting the business of a business development company under the 1940 Act;
and
WHEREAS,
Subscriber wishes to subscribe for and purchase, and the Company wishes to sell
to Subscriber, 10,715 common shares for a purchase price of $14.00 per
share.
NOW
THEREFORE, IT IS AGREED:
1. Subscriber
subscribes for and agrees to purchase from the Company 10,715 common shares for
a purchase price of $14.00 per share, a total of
$150,010. Consideration for the issuance of these shares shall
consist of a payment by check or wire transfer of immediately available funds in
the amount of $150,010, payable promptly following execution
hereof.
2. The
Company agrees to issue and sell said shares to Subscriber promptly upon its
receipt of the balance of the purchase price in cash as provided
above.
3. To
induce the Company to accept its subscription and issue the shares subscribed
for, Subscriber represents that he is informed as follows:
(a) That
the shares being subscribed for have not been and will not be registered under
the Securities Act of 1933, as amended (the “Securities
Act”);
(b) That
the shares will be sold by the Company in reliance upon an exemption from the
registration requirements of the Securities Act pursuant to Section 4(2) of the
Securities Act.
(c) That
the Company’s reliance upon the exemption from the registration requirements of
the Securities Act is predicated in part on the representation and agreements
contained in this Subscription Agreement;
(d) That
when issued, the shares will be “restricted securities” as defined in paragraph
(a)(3) of Rule 144 of the General Rules and Regulations under the Securities Act
(“Rule 144”)
and cannot be sold or transferred by Subscriber unless the shares are
subsequently registered under the Securities Act or unless an exemption from
such registration is available; and
(e) That
there do not appear to be any exemptions from the registration provisions of the
Securities Act available to Subscriber for resale of the shares. In
the future, certain exemptions may possibly become available, including an
exemption for limited sales as provided in Rule 144.
Subscriber
understands that a primary purpose of the information acknowledged in
subparagraphs (a) through (e) above is to put him or her on notice as to
restrictions on the transferability of the shares.
4. To
further induce the Company to accept its subscription and issue the shares
subscribed for, Subscriber:
(a) Represents
and warrants that the shares subscribed for are being and will be acquired for
investment for its own account and not on behalf of any other person or persons
and not with a view to, or for sale in connection with, any public distribution
thereof;
(b) Agrees
that any certificates representing the shares subscribed for may bear a legend
substantially in the following form:
“The
shares represented by this certificate have been acquired for investment and
have not been registered under the Securities Act of 1933 or any other federal
or state securities law. These shares may not be offered for sale,
sold or otherwise transferred unless registered under said securities laws or
unless some exemption from registration is available.”
5. This
Subscription Agreement and all of its provisions shall be binding upon the legal
representatives, heirs, successors and assigns of the parties
hereto. This Subscription Agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original.
[Signature
Page Follows.]
- -
IN
WITNESS WHEREOF, this Subscription Agreement has been executed by the parties
hereto as of the day and date first above written.
NATIONAL RENEWABLE
ENERGY
INVESTMENT FUND,
INC.
By: /s/ Xxxxx X. Xxxxx
_________________
Name: Xxxxx X. Miles___________________
Title: Chairman of
the Board_____________
WEST BANCORPORATION,
INC.
By: /s/ Xxxxxxx X.
Gulling_______________
Name: Xxxxxxx X.
Gulling________________
Title: Executive Vice President and
CFO___
[Signature
Page to Subscription Agreement]
