IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENTSubscription Agreement • May 15th, 2009 • Veritec Inc • Electronic components, nec • Minnesota
Veritec, Inc. (the “Company”) has authorized its officers to execute and deliver to the undersigned and other investors one or more convertible promissory notes in consideration for an aggregate loan of up to Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the “Notes” and each such note individually, a “Note”) (such loan amount to be increased or decreased at the sole discretion of the Board of Directors of the Company) and the Company desires to sell the Securities (as defined below) to the undersigned and other investors pursuant to a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”).
VERITEC, INC. WARRANT TO PURCHASE COMMON STOCKVeritec Inc • May 15th, 2009 • Electronic components, nec
This Warrant (this “Warrant”) is being issued in connection with a private placement of convertible promissory notes and warrants to purchase common stock pursuant to a Subscription Agreement and Letter of Investment Intent dated , 2009, by and among the Company and the Holder (the “Subscription Agreement”). This Warrant (this “Warrant”) is one of the Warrants issued pursuant to Section 2 of the Subscription Agreement.
ContractVeritec Inc • May 15th, 2009 • Electronic components, nec • Minnesota
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, ALL AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
