BOISE CONSUMER COOPERATIVE, INC.
SUBSCRIPTION AGREEMENT
FOR PURCHASE OF
UNSECURED PROMISSORY NOTE
Boise Consumer Cooperative, Inc.
Attention: Craig A. Lochner, Chief Financial Officer
888 West Fort Street • Boise, Idaho 83702
Phone: 208.472.1451
e-mail: craig@boisecoop.com
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SUBSCRIPTION INSTRUCTIONS
These subscription materials are being provided to you in connection with the offering of
unsecured promissory notes (“Notes”) issued by Boise Consumer Cooperative, Inc., an Idaho nonprofit
cooperative corporation formed under the Idaho Nonprofit Corporation Act (“Boise Co-Op”). It is
important that you review the entirety of these subscription materials and the Information Statement
regarding the offering of the Notes.
Subscription. If you wish to purchase a Note, please sign and complete the appropriate signature
page on the attached Subscription Agreement, check the box next to the maturity/corresponding interest
rate of the Note you wish to purchase, fill in the amount of the Note you wish to purchase, and mail the
completed Subscription Agreement, together with your check payable to “Boise Consumer Cooperative,
Inc.”, to the Boise Co-Op, Attention Craig A. Lochner, at the address on the cover page of this document.
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BOISE CONSUMER COOPERATIVE, INC.
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (“Subscription Agreement”) is executed by the undersigned
(the “Purchaser”) in connection with the Purchaser’s subscription ( “Subscription”) to acquire a
promissory note (“Note”) payable by the Boise Consumer Cooperative, Inc., an Idaho nonprofit
cooperative corporation (“Boise Co-Op”). The Note selected by the Purchaser below is one of a series of
promissory notes in an aggregate amount not exceeding $1,250,000.
The offering of the Notes (the
“Offering”) is being made in connection with and subject to the information provided in the Information
Statement dated ___________, 2015, and the additional documents and information related thereto, all
of which has been provided by the Boise Co-Op to the Purchaser (collectively, the “Offering
Documents”).
1.
Subscription. Purchaser hereby irrevocably subscribes for and agrees to purchase, in
accordance with the terms and conditions of this Subscription Agreement, a promissory note in the
principal amount and with the maturity and interest rate indicated on the applicable signature page below
and subject the other terms stated in the form of promissory note attached to the Information Statement.
The minimum investment amount is $1000 per subscriber, although Boise Co-Op reserves the right, in its
sole discretion, to accept subscriptions for less than the minimum amount.
2.
Acceptance of Subscriptions. Purchaser acknowledges that Boise Co-Op reserves the
right, in its sole and absolute discretion, to accept or reject this Subscription, and that this Subscription
shall not be binding unless and until accepted by Boise Co-Op. Boise Co-Op shall have no obligation
hereunder until Boise Co-Op shall have executed and delivered to Purchaser an executed copy of this
Subscription Agreement and a signed Note. If this Subscription is rejected, all funds received from
Purchaser will be returned without interest, penalty, expense or deduction; and this Subscription
Agreement shall be of no further force or effect. Purchaser acknowledges and agrees that subscriptions
need not be accepted in the order they are received by Boise Co-Op.
3.
Offering Amount; Length of Offering. There is no minimum amount of Notes which
must be sold by Boise Co-Op in the Offering. Boise Co-Op may from time to time conduct one or more
closings of subscriptions to purchase Notes in its sole discretion and without notice. Boise Co-Op will
accept no more than $1,250,000 in aggregate proceeds from subscriptions for Notes. Unless earlier
terminated by Boise Co-Op, the Offering will terminate on September 1, 2015; provided, however, that Boise
Co-Op may extend the Offering in its sole and absolute discretion and without notice to the Purchaser.
4.
Representations and Warranties. Purchaser hereby represents and warrants to
Boise Co-Op as follows:
(a)
If Purchaser is a natural person, Purchaser is a current member of the Boise CoOp in good standing and resides in the state of Idaho at the address set forth on the signature page of this
Subscription Agreement. If Purchaser is a corporation, limited liability company or other entity, (i)
Purchaser is a current vendor of goods and/or services to Boise Co-Op, and (ii) one or more of Purchaser’s
directors, officers or principal shareholders is a current member of the Boise Co-Op in good standing and
(iii) Purchaser’s principal office is located in the state of Idaho at the address set forth on the signature page
of this Subscription Agreement.
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(b)
PURCHASER, EITHER ALONE OR TOGETHER WITH HIS, HER OR ITS
PURCHASER REPRESENTATIVE(S), HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS THAT HE, SHE OR IT IS CAPABLE OF EVALUATING THE MERITS AND
RISKS OF AN INVESTMENT IN BOISE CO-OP.
(c)
Purchaser and Purchaser’s representative(s), if any, have been furnished all
materials relating to Boise Co-Op, its business and financial condition, the Offering, including, without
limitation, the Offering Documents, and any other matters which they have requested and have been
afforded the opportunity to ask questions and receive answers concerning the terms and conditions of the
Offering and to obtain any additional information which Boise Co-Op or its management possesses or can
acquire without unreasonable effort or expense. No oral or written statement or inducement has been
made by or on behalf of Boise Co-Op to Purchaser or Purchaser’s representative(s), if any.
(d)
Purchaser is not relying on Boise Co-Op, or its officers, agents or representatives
with respect to the legal, tax, economic and related considerations of an investment in Boise Co-Op, and
Purchaser has relied on the advice of, or has consulted with, only the Purchaser’s own representative(s), if
any, or other advisors.
(e)
Purchaser (i) has adequate means of providing for Purchaser’s current needs and
possible personal contingencies, (ii) has no need for liquidity of Purchaser’s investment in the Note, (iii) is
able to bear the economic risks of such investment, and (iv) at the present time, can afford a complete loss
of such investment.
(f)
Purchaser is purchasing the Note for Purchaser’s own account, for investment,
and not for distribution, assignment or resale to others in whole or in part; and no other person has any
direct or indirect beneficial interest in the Note. Purchaser has no agreement or arrangement, formal or
informal, with any person to sell or transfer all or any part of the Note, and Purchaser has no plans to
enter into any such agreement or arrangement.
(g)
Purchaser understands that no federal or state agency has passed upon the
Offering, or made any finding or determination as to the fairness of the terms of the Note or Purchaser’s
investment in the Note or made any recommendation or endorsement of the Note or Boise Co-Op.
(h)
Purchaser understands that (i) there is and will be no market for the Note, (ii) the
Note has not been and will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), and the Purchaser must hold the Note indefinitely unless the Note is subsequently
registered under the Securities Act or an exemption from such registration is available, (iii) Boise Co-Op is
under no obligation to register the Note on Purchaser’s behalf or to assist the Purchaser in complying with
any exemption from registration.
(i)
Purchaser certifies, under penalties of perjury, (i) that the social security or
federal taxpayer identification number shown on the applicable counterpart signature page hereto is true
and complete and (ii) that Purchaser is not subject to any backup withholding either because Purchaser has
not been notified that Purchaser is subject to backup withholding as a result of a failure to report all
interest or dividends, or the Internal Revenue Service has notified Purchaser that Purchaser is no longer
subject to backup withholding.
5.
Additional Representations and Warranties by Organizations. If Purchaser is a
corporation, limited liability company or other entity, Purchaser hereby makes the following additional
representations and warranties to Boise Co-Op:
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(a)
Purchaser is authorized and otherwise duly qualified to acquire the Note, and the
individual executing this Subscription Agreement on behalf of Purchaser has been duly authorized to do so
and to bind Purchaser by this Subscription Agreement.
(b)
Purchaser was not formed for the purpose of investing in the Note, nor does any
holder of any interest in Purchaser have the right individually to elect whether or not such holder will be
allocated economic benefits or losses resulting from Purchaser’s investment in the Note.
6.
Restrictions on Transferability of Note. Purchaser acknowledges that the Note is
being sold to Purchaser by Boise Co-Op in reliance on the exemption from registration contained in
Section 3(a)(11) of the Securities Act and Rule 147 (intrastate offering exemption) thereunder.
Accordingly, the Note is not transferable, during the nine month period following the last sale
of a promissory note which is part of the series of promissory notes which includes the Note,
to any person who is not a resident of the state of Idaho. Further, the Note is subject to
mandatory prepayment by Boise Co-Op (upon tender of payment of principal and accrued
interest through the date of payment) in the event that, upon Purchaser’s death or
dissolution, the Note would be transferred by will or operation of law, during the nine month
period following the last sale of a promissory note which is part of the series of Boise Co-Op
promissory notes which includes the Note, to any person who is not a resident of the state of
Idaho.
Purchaser further acknowledges that the Note being acquired has not been and will not be
registered under the Securities Act, and that Boise Co-Op does not file and does not intend to file
periodic reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended. Purchaser also understands that Boise Co-Op has not
agreed to register the Note for distribution in accordance with the provisions of the Securities Act of
1933 or any applicable state securities laws, and that Boise Co-Op has not agreed to comply with any
exemption under the Securities Act or any such state securities laws for resale of the Note. Purchaser
understands that, by virtue of the provisions of certain rules relating to “restricted securities” promulgated
under the Securities Act, the Note must be held indefinitely, unless and until subsequently registered under
the Securities Act and applicable state securities laws, or unless an exemption from registration is available.
Neither the Note nor any interest in the Note is transferrable by Purchaser either voluntarily or
by operation of law. Any transfer in violation of this prohibition will be void, and Boise Co-Op shall
thereupon have the right but not the obligation to prepay the Note (upon tender of payment of principal
and accrued interest through the date of payment of the Note).
7.
Entire Agreement; Modification. This Subscription Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof, and neither this
Subscription Agreement nor any provisions hereof shall be waived, changed, discharged or terminated
except by an instrument in writing signed by the party against whom any waiver, change, discharge or
termination is sought.
8.
Notices. Any notice, demand or other communication which any party hereto may be
required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited,
postage prepaid, in the United States mail, registered or certified mail, addressed to: in the case of Boise
Co-Op, 888 West Fort Street, Boise, Idaho 83702; and, in the case of Purchaser, to the address on the
signature page of this Subscription Agreement or at such other address as Purchaser shall so notify Boise
Co-Op pursuant hereto, or (b) delivered personally at such address.
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9.
Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, successors, legal representatives and assigns. If Purchaser is more than one person, the
obligations of Purchaser shall be joint and several and the agreements, representations, warranties and
acknowledgments herein contained shall be deemed to be made by and be binding upon each such person
and his respective heirs, executors, administrators, successors, legal representatives, and assigns.
10.
Nonassignability. Purchaser agrees not to transfer or assign this Subscription
Agreement, or any of Purchaser’s interest herein.
11.
Applicable Law and Venue. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of Idaho without regard to its conflicts of laws
principles. Purchaser hereby consents to the jurisdiction of any state or federal court sitting in the State of
Idaho over any action or proceeding arising out of or relating to this Subscription Agreement or any
agreement contemplated hereby, and Purchaser hereby agrees that all claims in respect of such action or
proceeding may be heard and determined in such court. Purchaser further waives any objection to venue
and any objection to an action or proceeding in such state on the basis of a non-convenient forum.
12.
Confidentiality. Purchaser acknowledges and agrees that any information or data
Purchaser has acquired from or about Boise Co-Op not otherwise properly in the public domain, was
received in confidence. Purchaser agrees not to divulge, communicate or disclose, except as may be
required by law or for the performance of this Subscription Agreement (including use by Purchaser’s
investment professionals, accountants and legal advisors), or use to detriment of Boise Co-Op or for the
benefit of any person or persons, or misuse in any way, any confidential information of Boise Co-Op,
including any financial, trade or business secrets of Boise Co-Op and any scientific, technical, trade or
business materials that are treated by Boise Co-Op as confidential or proprietary, including, but not limited
to financial data, management’s discussion and analysis or business plans.
IN WITNESS WHEREOF, Purchaser has executed this Subscription Agreement on the date
indicated on the signature page attached hereto.
PLEASE SIGN THE APPROPRIATE SIGNATURE PAGE.
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INDIVIDUAL PURCHASER
PLEASE COMPLETE THIS SIGNATURE PAGE
By signing this signature page, the undersigned Purchaser hereby agrees to purchase the
unsecured Boise Co-Op Note with the maturity and corresponding simple interest rate and in the
principal amount indicated by placing a checkmark or X in the appropriate box below to designate your
selection:
Maturity Term
Interest Rate
Total Loan
Dollar Amount
4 years
2.50%
$
5 years
2.75%
$
6 years
3.00%
$
7 years
3.25%
$
Date of Signature
Print or Type Name of Purchaser
Place of Signature
Signature of Purchaser
The Note will be held as follows:
[ ]
Joint Tenants
[ ]
Separate Property
[ ]
Tenants in Common
[ ]
Community Property
[ ]
Other:
Print or Type Name of Co-Purchaser (if any)
Signature of Co-Purchaser (if any)
Telephone or Cellphone Number
Social Security Number(s)
E-mail address
Address (Number and Street)
Address (City, State, Zip Code)
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A CORPORATION, LIMITED LIABILITY COMPANY, OR
OTHER ENTITY PURCHASER
SHOULD COMPLETE THIS SIGNATURE PAGE
If additional signature pages are required for proper authorization,
please submit additional copies of this signature page.
By signing this signature page, the undersigned Purchaser hereby agrees to purchase the
unsecured Boise Co-Op Note with maturity and corresponding simple interest rate and in the principal
amount indicated by placing a checkmark or X in the appropriate box below to designate your selection:
Maturity Term
Interest Rate
Total Loan
Dollar Amount
4 years
2.50%
$
5 years
2.75%
$
6 years
3.00%
$
7 years
3.25%
$
Execution below by or on behalf of a corporation, limited liability company, other non-individual
Purchaser constitutes (a) the agreement of the entity to acquire Note on the terms and conditions set
forth in this Agreement, and (b) a representation and warranty that the entity is authorized and
otherwise duly qualified to acquire Note and that the individual executing below on behalf of the entity
has been duly authorized to do so and bind the corporation, limited liability company, or other entity
Purchaser.
Print or Type Name of Purchaser
By:
Signature of Authorized Representative
Date of Signature
Print or Type Name / Title of Authorized
Representative
Taxpayer ID No.
Address (Number and Street)
E-mail address
Address (City, State, Zip Code)
Telephone or Cellphone Number
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ACCEPTANCE AND AGREEMENT BY BOISE CO-OP
The foregoing subscription for a Boise Co-Op Note is hereby accepted, effective as of the date
set forth below.
BOISE CONSUMER COOPERATIVE, INC.
an Idaho nonprofit cooperative corporation
Date of Signature
By:
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Craig A. Lochner, Chief Financial Officer