EXHIBIT 5
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 Sixteen
Thousand Six Hundred Sixty-Seven (16,667) 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 Ten Thousand and 20/100 Dollars ($10,000.20) 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 December 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 Survivorship (g) / / Trust*
(both parties must sign)
(d) / / Partnership* (h) / / Other (please describe)
-----------------------
Dated: October 10, 1997
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Social Security Number: ###-##-####
* * * * * * * *
This Subscription Agreement is accepted by the Company as of October 10,
1997.
NICOLLET PROCESS ENGINEERING, INC.
By: /s/ Xxxxxx X. XxXxxxx
-----------------------------
Xxxxxx X. XxXxxxx
Its: Chairman of the Board
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