IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING:
SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.
SUBSCRIPTION AGREEMENT
AND
LETTER OF INVESTMENT INTENT
June 30, 1999
CorVu Corporation
0000 X. 00xx Xxxxxx
Xxxxx 000
Xxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
I hereby subscribe for 395,000 shares of common stock of CorVu
Corporation, a Minnesota corporation (the "Corporation"), in full satisfaction
and payment of the principal amount of my cash advances to the Corporation
during the period from to , aggregating the principal amount of $790,000.
I understand that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), on the ground that
the acquisition of the Shares by me is exempt under Section 4(2) thereof.
In partial consideration of the issuance of the Shares to me, I hereby
represent, warrant and agree as follows:
1. Knowledge of Reliance. I understand and recognize that the
Corporation, in claiming the above referenced Securities Act exemption for the
issuance of the Shares, is relying upon the statements and representations made
by me in this letter.
2. Investment Purpose in Acquiring the Shares.
a) Generally. I am acquiring the Shares for my account for
investment purposes only and not with a view to their resale or distribution. I
have no present intention to divide my participation with others or to resell or
otherwise dispose of all or any part of the Shares. In making these
representations, I understand that in the view of the Securities and Exchange
Commission the statutory exemption referred to above would not be available if,
notwithstanding my representations, I have in mind merely acquiring the Shares
for resale upon the occurrence or nonoccurrence of some predetermined event.
b) Compliance With Securities Act. I agree that if I sell or
distribute the Shares in the future, I shall do so pursuant to the requirements
of the Securities Act and applicable state securities laws. I agree that I will
not transfer any part of the Shares without (i) an effective registration under
the Securities Act and applicable state securities laws, or (ii) obtaining an
opinion of counsel satisfactory in form and substance to counsel for the
Corporation stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act and applicable state securities
laws.
c) Restrictive Legend. I agree that you may place a
restrictive legend on the Shares containing substantially the following
language:
"The Shares represented by this certificate have not
been registered under either the Securities Act of
1933, as amended, or applicable state securities
laws, and are subject to an investment letter. They
may not be sold, offered for sale or transferred in
the absence of an effective registration under the
Securities Act of 1933, as amended, and the
applicable state securities laws, or an opinion of
counsel satisfactory in form and substance to counsel
for the Corporation that such transaction will not
result in a prohibited transaction under the
Securities Act of 1933, as amended, or the applicable
state securities laws."
d) Stop Transfer Order. I agree that the Corporation may place
a stop transfer order with its registrar and stock transfer agent covering all
certificates representing the Shares.
3. Knowledge of Restrictions Upon Transfer of the Shares. I understand
that the Shares are not freely transferable and may in fact be prohibited from
sale for an extended period of time and that, as a consequence thereof, I may
have extremely limited opportunities to dispose of the Shares. I understand that
Rule 144 of the Securities and Exchange Commission permits the transfer of
"restricted securities" of the type here involved only under certain conditions,
including a minimum one-year holding period and availability to the public of
certain information concerning the Corporation.
4. Information About the Corporation. I acknowledge that I am a
director of the Corporation and that, by reason of my relationship with the
Corporation as well as other actions taken by me, I am fully aware of and
advised concerning the present financial condition of the Corporation, its
business affairs and its prospects for future business.
5. Knowledgeable Investor. I understand that an investment in the
Corporation is speculative and involves a high degree of risk, and that there
can be no assurance that I will receive any return of or on my investment. I can
bear the economic risk of an investment in the Shares for an indefinite period
of time, can afford to sustain a complete loss of such investment, have no need
for liquidity in connection with an investment in the Shares, and can afford to
hold the Shares indefinitely.
Yours very truly,
Xxxxxx Xxxxx
Address:
ACCEPTANCE
This Subscription Agreement and Letter of Investment Intent is accepted
as of June 30, 1999.
CORVU CORPORATION
By:
Its:
