SUBSCRIPTION AGENT
AGREEMENT
American Stock
Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
In connection
with your appointment as Subscription Agent in the transaction
described herein, Intelligent Systems Corporation (the
“Company”), hereby confirms its arrangements with you
as follows:
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1.
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Rights Offering
— The Company is
offering (the “Rights Offering”) to the holders of
shares of its Common Stock, par value $0.01 per share
(“Common Stock”), on ______ ___, 2009 (the
“Record Date”), the right (“Rights”) to
subscribe for Units (“Units”), each Unit consisting of
one share of Common Stock. Rights shall cease to be exercisable at
5:00 p.m., New York City time, on ______ ___, 2009 or such
later date of which the Company notifies you orally and confirms in
writing (the “Expiration Date”). One Right is being
issued for each share of Common Stock held on the Record Date. One
Right and payment in full of the subscription price of $0.70 (the
“Subscription Price”) is required to subscribe for one
Unit. Rights are evidenced by non-transferable subscription
certificates in registered form (“Subscription
Certificates”). Each holder of Subscription Certificate(s)
who exercises the holder’s right to subscribe for all Units
that can be subscribed for with the Rights evidenced by such
Subscription Certificate(s) (the “Basic Subscription
Right”) will have the right to subscribe for additional
Units, if any, available as a result of any unexercised Rights
(such additional subscription right being referred to hereafter as
the “Additional Subscription Privilege”). The Rights
Offering will be conducted in the manner and upon the terms set
forth in the Company’s Prospectus dated __________, 2009 (the
“Prospectus”), which is incorporated herein by
reference and made a part hereof as if set forth in full
herein.
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2.
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Appointment of Subscription
Agent — You are hereby appointed as
Subscription Agent to effect the Rights Offering in accordance with
the Prospectus. Each reference to you in this letter is to you in
your capacity as Subscription Agent unless the context indicates
otherwise.
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3.
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Delivery of Documents
— Enclosed
herewith are the following, the receipt of which you acknowledge by
your execution hereof:
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(a)
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a
copy of the Prospectus;
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(b)
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the
form of Subscription Certificate (with instructions);
and
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(c)
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resolutions adopted by the Board of
Directors of the Company in connection with the Rights Offering,
certified by the secretary of the Company;
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1
As soon as is
reasonably practical, you shall mail or cause to be mailed to each
holder of Common Stock at the close of business on the Record Date
a Subscription Certificate evidencing the Rights to which such
holder is entitled, a Prospectus and an envelope addressed to you.
Prior to mailing, the Company will provide you with blank
Subscription Certificates which you will prepare and issue in the
names of holders of Common Stock of record at the close of business
on the Record Date and for the number of Rights to which they are
entitled. The Company will also provide you with a sufficient
number of copies of each of the documents to be mailed with the
Subscription Certificates.
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4.
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Subscription
Procedure —
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(a)
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Upon your receipt prior to 5:00
p.m., New York City time, on the Expiration Date (by mail or
delivery), as Subscription Agent, of (i) any Subscription
Certificate completed and endorsed for exercise, as provided on the
reverse side of the Subscription Certificate, and (ii) payment
in full of the Subscription Price in U.S. funds by check, bank
draft or money order payable at par (without deduction for
bank service charges or otherwise) to the order of American Stock
Transfer & Trust Company, you shall as soon as practicable
after the Expiration Date, but after performing the procedures
described in subparagraphs (b) and (c) below, mail to the
subscriber’s registered address on the books of the Company
certificates representing the securities underlying each Unit duly
subscribed for (pursuant to the Basic Subscription Right and the
Additional Subscription Privilege) and furnish a list of all such
information to the Company.
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(b)
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As
soon as practicable after the Expiration Date you shall calculate
the number of Units to which each subscriber is entitled pursuant
to the Additional Subscription Privilege. The Additional
Subscription Privilege may only be exercised by holders who
subscribe to all the Units that can be subscribed for under the
Basic Subscription Right. The Units available for additional
subscriptions will be those that have not been subscribed and paid
for pursuant to the Basic Subscription Right (the “Remaining
Units”). Where there are sufficient Remaining Units to
satisfy all additional subscriptions by holders exercising their
rights under the Additional Subscription Privilege, each holder
shall be allotted the number of Remaining Units subscribed for up
to a maximum of 500,000 Remaining Units. If the aggregate number of
Units subscribed for under the Additional Subscription Privilege
exceeds the number of Remaining Units, the number of
Remaining
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