Exhibit 99.1
SUBSCRIPTION AGREEMENT
NBI, Inc.
0000, Xxxxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned hereby subscribes for and irrevocably agrees to purchase
the number of units ("Units") set forth below, each Unit consisting of one
share of Series A Cumulative Preferred Stock of NBI, Inc. (the "Company") and
two Common Stock Purchase Warrants of NBI, Inc. The undersigned has received
a copy of the Prospectus dated October __, 1998 relating to the offering of
Units prior to delivery of this Subscription Agreement.
Under penalty of perjury, the undersigned certifies that (A) the taxpayer
identification number shown in this Subscription Agreement is correct and (B)
the undersigned is not subject to backup withholding because (i) the
undersigned has not been notified that he, she or it is subject to backup
withholding as a result of a failure to report all interest and dividends or
(ii) the Internal Revenue Service has notified the undersigned that he, she or
it is no longer subject to backup withholding. (If the undersigned has been
notified that he, she or it is subject to backup withholding and the Internal
Revenue Service has not advised the undersigned that backup withholding has
been terminated, strike out item (B).)
The undersigned hereby agrees to be bound by all of the terms and
conditions of the Prospectus and this Subscription Agreement. If the
undersigned is a corporation, partnership, benefit plan or XXX, the
undersigned certifies that it has all requisite authority to acquire the Units
hereby subscribed for and to enter into this Subscription Agreement. The
officer, partner or fiduciary of the subscribing entity has been duly
authorized by all requisite action on the part of such entity to execute these
documents on its behalf; such authorization has not been revoked and is still
in full force and effect.
Prior to the date of acceptance of subscriptions for the minimum offering
amount of 370,000 Units ($3,700,000), subscription funds will be held in an
escrow account as provided in the Prospectus. If the minimum offering amount
is not sold by the Company by the Initial Offering Expiration Date of December
31, 1998, or such later date as the offering is extended by the Company as
provided in the Prospectus, the offering will terminate and all funds held in
the escrow account will be promptly returned to investors, without interest or
deduction.
(This is not an offer of securities in any jurisdiction in which such offer is
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not registered or qualified.)
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NBI, INC.
Subscription Agreement
Signature Page
Account Registration: Date:________________
_________________________________________________________
Name in Which Shares and Warrants should be registered
Check appropriate designation Mailing address and telephone
if joint ownership: and fax numbers for Corporate Records:
__ Joint Tenants with Right __________________________________
of Survivorship __________________________________
__ Tenants in Common Telephone:_________________________
__ Community Property Fax:______________________________
Investment amount: $_________ _______ shares of Preferred Stock
(Number of Units times $10 per Unit) _______ Warrants
Initial Election for Payment of Dividends: (check below whether you wish to
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receive payment of dividends in shares of preferred stock or cash)
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Payment in shares of Preferred Stock: ___ Payment in Cash:___
REMINDER: AS PROVIDED IN THE PROSPECTUS, IN THE EVENT THE COMPANY HAS
INSUFFICIENT FUNDS TO PAY ALL ACCRUED DIVIDENDS, INVESTORS WHO ELECT PAYMENT
IN ADDITIONAL SHARES OF PREFERRED STOCK WILL RECEIVE THEIR DIVIDENDS PRIOR TO
THE INVESTORS WHO ELECT TO RECEIVE THEIR DIVIDENDS IN CASH.
___________________________ ___________________________
Signature of Subscriber Signature of Co-Subscriber (if any)
___________________________ ___________________________
Print name of individual subscriber Print name of individual
and name and title of signing officer co-subscriber and name and title
of corporation, partnership, other of signing officer of corporation,
entity, custodial or trustee subscriber partnership, other entity, custodial
or trustee co-subscriber
_________________________ ______________________
Soc. Sec. or Tax ID# Soc. Sec. or Tax ID#
of Subscriber of Co-Subscriber
(PLEASE SEE ATTACHED INSTRUCTIONS ON PAYMENT AND DELIVERY OF FUNDS)
INSTRUCTIONS FOR PAYMENT
PRIOR TO INITIAL CLOSING DATE
Subscribers must deliver Subscription Agreements, together with funds
for the entire amount of Units subscribed for, to Southern California Bank.
Funds may be delivered by check payable to "SCB FBO NBI, Inc. Escrow No.
11781-GG", sent to the attention of Xxxxxx Xxxxxxxx, Southern California Bank,
0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or by wire
transfer sent in accordance with the following wire transfer instructions:
Southern California Bank
Account No.: 0000000
ABA/Routing No.: 0000-0000-0
Escrow No.: 11781-GG
Wire sent from: (Name of Subscriber)
INSTRUCTIONS FOR PAYMENT
AFTER INITIAL CLOSING DATE
Subscribers must deliver Subscription Agreements, together with funds for
the entire amount of Units subscribed for, to the Company. Funds may be
delivered by check payable to "NBI, Inc.", sent to the attention of Xxxxxxxx
X. Xxxxx, Chief Financial Officer, NBI, Inc., 0000 Xxxxxxxxxx Xxxxxx, Xxxxx X,
Xxxxxxxx, Xxxxxxxx 00000.
