SUBSCRIPTION AGREEMENT
Genroco, Inc.
255 Info Highway
Slinger, Wisconsin 53086
The undersigned agrees to purchase from Genroco, Inc. (the "Company") the number
of shares of Common Stock, along with certain warrants (the "Shares") which the
undersigned has indicated below (all capitalized but undefined terms herein have
the same meaning as set forth in the Private Placement Memorandum ("Memorandum")
and upon the terms and conditions set forth below. The Company, for any reason,
may accept or reject any subscription in whole or in part. In connection with
the issuance of the Shares to the undersigned and to induce the Company to issue
the Shares, the undersigned hereby represents, warrants, acknowledges and agrees
as follows:
1. The undersigned, by reason of the knowledge and experience
in financial and business matters of the undersigned and the access to
information about the Company and its proposed strategy (including an
opportunity to ask questions of the Company and its representatives and
receive answers concerning the Company's proposed operations), is capable
of evaluating the merits and risks of an investment in the Shares.
2. The undersigned has received a copy of the Memorandum and
all exhibits thereto, setting forth the terms and conditions of this
investment, as well as all such information as the undersigned deems
necessary or appropriate as a prudent and knowledgeable investor in
evaluating the purchase of the Shares. The undersigned has carefully read
the Memorandum.
3. The undersigned hereby represents, warrants and agrees that
it is acquiring the Shares solely for its account of the undersigned, for
investment purposes, and not on behalf of other persons or with the view to
the distribution or resale thereof. In reaching the conclusion that the
undersigned desires to purchase the Shares, the undersigned has carefully
evaluated the financial resources and investment position of the
undersigned, the risks associated with a purchase of the Shares and
acknowledges that the undersigned is able to bear the economic risks of
such investment.
4. The representations and warranties set forth in this
Agreement shall survive the acceptance hereof by the Company.
5. The Subscription Agreement and the representations set forth
herein shall become effective and binding upon the undersigned, and upon
the undersigned's heirs, legal representatives, successors and assigns upon
the Company's acceptance hereof, on behalf of the Company, in the space
provided below.
6. The undersigned shall obtain the following rights with
regard to the Shares.
(a) (i) If the Company proposes to register under the Securities
Act of 1933, as amended (the "Act") and any applicable state securities law
any of its Common Stock for sale for cash to the public, whether for its
own account or for the account of other shareholders or both (except with
respect to registration statements on Form S-4 or S-8, or another form not
available for registering securities for sale to the public), the
undersigned shall have the right to include any part or all of the Shares
in any such registration; provided, however, if after receipt of the advice
of its underwriters that were the Shares requested included in the
offering, the total number of shares would exceed the number of shares
which could be sold in an orderly manner in the offering, the Company, in
its sole discretion, may exclude any or all of such shares requested to be
included in the offering, provided that such exclusions shall be pro rata
among the shares held by the shareholders of the Company which are
includable in the registration.
(ii) At any time after June 30, 2000, at the undersigned's
election for two times and provided that the Company has not effected a
registration of shares of its Common Stock pursuant to Section 6(a)(i)
within the preceding 180 days, if the undersigned requests in writing, the
Company shall promptly thereafter use its best efforts to effect the
registration under the Act and any applicable state securities laws of all
Shares which the undersigned requests in writing to be so registered and in
a manner corresponding to the methods of distribution described in the
undersigned's request; provided, however, that the Company shall be
obligated to keep the registration statement current for no more than
ninety days after the effective date of the registration statement in order
to effect the distribution of the Shares in the manner requested by the
undersigned. Notwithstanding the foregoing, the Company may delay filing a
registration statement, and may withhold efforts to cause the registration
statement to become effective, for a period of not more than sixty (60)
consecutive days and for no more than 120 days in the aggregate during any
twelve month period, if the Company determines in good faith that such
registration might (1) interfere with or affect the negotiation or
completion of any transaction that is being contemplated by the Company
(whether or not a final decision has been made to undertake such
transaction) at the time the right to delay is exercised, or (2) involve
initial or continuing disclosure obligations that might not be in the best
interest of the Company's stockholders.
(b) In the event the Company proposes to register Shares
pursuant to Section 6(a)(i), the Company shall give written notice to the
undersigned of the proposed filing not later than 5 days prior to the date
of its intention to do so and, upon the written request of the undersigned
given to the Company not later than 30 days later (which request shall
state the intended method of disposition of such of its securities to be
included in the registration statement by the undersigned), the Company
shall cause such number of Shares to be included in the registration
statement to be registered under the Act as provided above in Section
6(a)(i).
Any request of the undersigned for inclusion in any registration
of Shares pursuant to this Section shall also include the agreement of the
undersigned to sell the applicable amount of Shares only through the
underwriters, if applicable, and at the price and upon the terms fixed by
the agreement among the Company and the underwriters or brokers for such
transaction.
(c) Any registration of shares pursuant to Section 6 shall be
effected at the Company's expense, exclusive of underwriting discounts and
commissions and of legal fees and expenses for counsel to the undersigned.
(d) In connection with any registration of Shares pursuant to
this Section, the persons whose Shares are being registered shall furnish
the Company with such information concerning such persons and the proposed
sale or distribution as shall, in the opinion of counsel for the Company,
be required for use in the preparation of the registration statement, and
such persons shall cooperate fully in the preparation and filing of the
registration statement. In addition, the undersigned shall indemnify the
Company, its officers and directors ("Indemnified Persons") against all
claims, losses or damages Indemnified Persons incur as a result of any
information supplied by the undersigned that was included in the
registration statement which either contained any untrue statement or
alleged untrue statement of a material fact or failed to disclose material
facts required to make those stated not misleading.
(e) In the event of a registration of any of the undersigned's
Shares under the Act pursuant to this Section 6, the Company will indemnify
and hold harmless the undersigned, its officers and directors and any
person who controls the undersigned within the meaning of the Act, against
any and all losses, claims, damages, expenses or liabilities, joint or
several (collectively, and together with actions, proceedings or inquiries
by any regulatory or self-regulatory organization, "Claims"), to which the
undersigned or controlling person may become subject under the Act or
otherwise, insofar as such Claims arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such Shares were registered under the
Act, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and will reimburse the undersigned and each such controlling
person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim; provided,
however, that the Company will not be liable in any such case if and to the
extent that any such Claim arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by the undersigned in writing
specifically for use in such registration statement or prospectus.
(f) The obligations of the Company and the undersigned under
this Section shall expire three years after the date of acceptance of the
Company.
7. The Company agrees with the undersigned as follows:
(a) The Company shall use commercially reasonable efforts to
make and keep public information available as those terms are understood
and defined in Rule 144 under the Act, at all times from and after 90 days
following the effective date of the first registration statement of the
Company under the Act of an offering of securities to the general public.
(b) The Company shall file with the Securities and Exchange
Commission ("Commission") in a timely manner all reports and other
documents as the Commission may prescribe under Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), at
any time after the Company has become subject to such reporting
requirements of the Exchange Act.
(c) The Company shall furnish the undersigned upon request (i) a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (at any time from and after 90 days following the
effective date of the first registration statement of the Company for an
offering of its securities to the general public), and of the Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly report of
the Company, and (iii) such other reports and documents so filed as the
undersigned may reasonably request to avail itself of any rule or
regulation of the Commission allowing the undersigned to sell Shares
without registration.
INSTRUCTIONS
1. For this Subscription Agreement to constitute a valid subscription for
Company Shares, it must be executed by the undersigned and must be returned to
the Company.
2. This Subscription Agreement will become effective only upon the
Company's acceptance hereof, on behalf of the Company, in the space provided
below. If after reviewing the qualifications of the undersigned, the Company
determines to accept this Subscription Agreement as to any or all of the Shares
for which subscription is hereby made, the Company will execute the Acceptance
of this Subscription Agreement, and will return a copy hereof to the
undersigned.
3. This Subscription Agreement and accompanying documents should be
returned to Genroco, Inc. 255 Info Highway, Slinger, Wisconsin 53086,
Attention: Keith Brue, Chief Financial Officer. Payment should be made by wire
transfer payable to Genroco, Inc. within two business days of being notified of
the acceptance by the Company. A breach of timely payment by the undersigned
shall result, among other things, at the Company's election, in the voiding of
this Agreement.
4. If the investor is an entity (i.e., a trust, partnership, corporation
or other organization) the Certificate of Signatory attached hereto must be
executed by a duly authorized person.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ------ day of ---------------, ------.
Manner in Which Title is to be Held. (check one)
-----------------------------------
--- Partnership1<F8>
--- Corporation(1)<F8>
--- Trust(1)<F8>
--- Other(1)<F8>(specify)
Number of Shares -----------------------------
Subscription Amount $-------------------------
1<F8> Entities must have the Certificate of Signatory attached hereto executed.
ENTITY NAME
-----------------------------------
-----------------------------------
Representative Contact
-----------------------------------
Address
-----------------------------------
-----------------------------------
City, State and Zip Code
-----------------------------------
Tax Identification Number (2)<F9>
-----------------------------------
Signature of Officer 2<F9>
-----------------------------------
Name Typed or Printed
-----------------------------------
Title (if any)
2<F9> By executing this Subscription Agreement and inserting the Tax
Identification Number the signatory is certifying (i) that the Tax
Identification Number is true and complete, and (ii) that the signatory
entity on whose behalf the signatory is signing, is not subject to backup
withholding either because the person has not been notified that such
person is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service has
notified the person that such person is no longer subject to backup
withholding. (Please cross out the statement in (ii) if the IRS has
notified the subscriber that such person is subject to backup withholding
because of underreporting of interest or dividends.)
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscripted for by an entity)
I, -----------------------------, am the -------------------------- of
------------------------------------------------------- (the "Entity").
I certify that I am empowered and duly authorized by the Entity to
execute and carry out the terms of the Subscription Agreement and to purchase
and hold the Shares, and certify further that the Subscription Agreement has
been duly and validly executed on behalf of the Entity and constitutes a legal
and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this ----- day of -----------.
----------------------------------
(Signature)
ACCEPTANCE
The Company hereby accepts the subscription embodied in the Subscription
Agreement as to ------- Shares at a purchase price of $8.00 per Share (including
half a warrant per Share at an exercise price of $12.00 per Share), which shall
be effective on -------------------, for all the terms and conditions set forth
herein.
GENROCO, INC.
By:--------------------------------------
Title: ----------------------------------
Date: -----------------------------------
