EXHIBIT 4
SUBSCRIPTION AGREEMENT AND
LETTER OF INVESTMENT INTENT
Nicollet Process Engineering, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned (the "Subscriber") hereby subscribes to purchase Fifty
Thousand (50,000) shares (the "Shares") of the common stock, no par value (the
"Common Stock"), of Nicollet Process Engineering, Inc., a Minnesota corporation
(the "Company"), for a purchase price of Sixty Cents ($0.60) per share and upon
the other terms and conditions set forth below. A check or other payment
payable to "Nicollet Process Engineering, Inc." in the amount of Thirty Thousand
Dollars ($30,000) for the Shares is also delivered herewith.
The Subscriber and the Company agree that this subscription for Shares is
conditioned upon and the obligation of the Subscriber to purchase the Shares
contemplated by this Agreement is subject to the purchase by Boszhardt Investor
Group of a minimum of Six Hundred Thousand Dollars ($600,000) of shares of
Common Stock of the Company at a purchase price of Sixty Cents ($0.60) per share
on or before October 15, 1997.
The Subscriber acknowledges that the Company is relying upon the accuracy
and completeness of the representations contained herein in complying with its
obligations under applicable securities laws and that a subscription for Shares
may be rejected for any reason. The Subscriber acknowledges and represents as
follows:
1. The Subscriber has received copies of all documents and any other
information requested from the Company and has had an opportunity to ask
questions of and receive answers from the management of the Company concerning
the terms and conditions of the offering and to obtain any additional
information desired or has elected to waive such opportunity. The Subscriber
confirms that the Subscriber is fully informed regarding the financial condition
of the Company, the administration of its business affairs and its prospects for
the future, and that the Company makes no assurance whatsoever concerning the
present and prospective value of the Shares to be acquired.
2. The Subscriber realizes that the Shares, as an investment, are
speculative and involve a high degree of risk. The Subscriber believes that an
investment in the Shares is suitable for the Subscriber based upon the
Subscriber's investment objectives and financial needs, and the Subscriber has
the financial means to undertake the risks of an investment in the Shares, to
hold the Shares for an indefinite period of time, and to withstand a complete
loss of the Subscriber's investment in the Shares.
3. The Subscriber, either alone or with the assistance of a professional
advisor, has such knowledge and experience in financial and business matters
that the Subscriber is capable of evaluating the merits and risks of an
investment in the Shares. The Subscriber has obtained, to the
extent deemed necessary, personal professional advice with respect to the risks
inherent in, and the suitability of, an investment in the Shares in light of the
Subscriber's financial condition and investment needs.
4. The Shares are being purchased by the Subscriber for investment
purposes in the Subscriber's name solely for Subscriber's own beneficial
interest and not as nominee for, or for the beneficial interest of, or with the
intention to transfer to, any other person, trust or organization.
5. The Subscriber acknowledges that (a) the Subscriber must bear the
economic risk of an investment in the Shares for an indefinite period of time
because the Shares have not been registered under the Securities Act of 1933 or
any applicable state securities laws and therefore may not be sold, transferred,
assigned or otherwise disposed of unless such disposition is subsequently
registered under such laws or exemptions from such registrations are available,
and (b) a legend will be placed on the certificate evidencing the Shares stating
that the Shares have not been registered under the Securities Act of 1933 and
referencing the restrictions on the transferability of the Shares.
6. The Subscriber is a bona fide resident of the State of Minnesota.
7. The Subscriber is an "accredited investor" within the meaning of Rule
501 under the Securities Act of 1933 since the Subscriber is a director or
executive officer of the Company.
8. The Subscriber desires that the Shares be held as follows (check one):
(a) /X/ Individual Ownership (e) / / Tenants in Common
(b) / / Community Property (f) / / Corporation*
(c) / / Jt. Tenant with Right of (g) / / Trust*
Survivorship
(both parties must sign)
(d) / / Partnership* (h) / / Other (please describe)
-----------------------------
Dated: September 30, 1997
/s/ Xxxxxx X. XxXxxxx
---------------------------------------
Xxxxxx X. XxXxxxx
420 North Fifth Street
Ford Centre, Suite 1040
Xxxxxxxxxxx, Xxxxxxxxx 00000
Social Security Number: ###-##-####
* * * * * * * *
This Subscription Agreement is accepted by the Company as of September 30, 1997.
NICOLLET PROCESS ENGINEERING, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Its: President and Chief Executive
Officer
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