Exhibit 10.1
Form of Subscription
Agreement
This Subscription Agreement (this
“ Agreement ”) is dated September 18, 2009,
by and between the investor identified on the signature
page hereto (the “ Investor ”) and Northern
Technologies International Corporation, a Delaware corporation (the
“ Company ”), whereby the parties agree as
follows:
1.
Subscription .
Investor agrees
to buy and the Company agrees to sell and issue to Investor such
number of shares (the “ Shares ”) of common
stock, par value $0.02 per share (“ Common Stock
”), set forth on the signature page hereto, for an
aggregate purchase price set forth on the signature
page hereto (the “ Purchase Price
”).
The Shares have
been registered under a Registration Statement on Form S-3,
Registration No. 333-153891, which registration statement (the
“ Registration Statement ”) has been declared
effective by the Securities and Exchange Commission, has remained
effective since such date and is effective on the date
hereof.
ON SEPTEMBER 23,
2009 (THE “ CLOSING DATE ”), THE INVESTOR SHALL
REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE
PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO
THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY:
BANK:
National City Bank
Cleveland
23711 Chagrin Blvd
Beachwood OH 44122
SWIFT CODE NATCUS33
ABA NUMBER
ACCOUNT NUMBER
Attention: Northern
Technologies International Corporation Account
4201 Woodland Rd
Circle Pines MN
55014
Such funds shall be delivered unless
the Placement Agency Agreement (the “ Placement
Agreement ”) between the Company and the placement agent
engaged by the Company in connection with the sale and issuance of
the Shares (the “ Placement Agent ”) is
terminated pursuant to the terms thereof. The Company’s
obligation to issue the Shares to the Investor will be subject to
(i) the receipt by the Company of the aggregate purchase price
for the Shares being purchased hereunder as set forth on the
signature page, (ii) the accuracy of the representations and
warranties made by the Investor in this Agreement, (iii) the
Registration Statement remaining in effect and no stop order
proceedings with respect thereto being pending or threatened, and
(iv) there being no objections raised by the staff of the
NASDAQ Stock Market to the consummation of the sale without the
approval of the Company’s stockholders. The Company
proposes to enter into substantially this same form of Agreement
with certain other investors (collectively with this Agreement, the
“ Transaction ”) and the Investor’s
obligations are expressly not conditioned on the purchase by any or
all such other investors of the Shares that they have agreed to
purchase from the Company. The Placement Agent shall have no
rights in or to any of the funds, except in respect of the
Company’s obligation to pay the Placement Agent’s fees
and expenses.
NO LATER THAN
SEPTEMBER 21, 2009, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT
WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE
MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“
DWAC ”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH
ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING
DATE.
On the Closing
Date, assuming receipt by the Company of the Purchase Price for the
Shares being purchased by the Investor, the Company shall deliver
to Investor the Shares via the Depository Trust Company’s
(“ DTC ”) Deposit or Withdrawal at Custodian
system via the DTC instructions set forth on the signature
page hereto, such Shares to be registered in such name or
names as designated by the Investor on the signature
page hereto. The Shares shall be unlegended and free of
any resale restrictions.
2.
Company Representations and Warranties . The Company
represents and warrants that: (a) it has full right, power and
authority to enter into this Agreement and to perform all of its
obligations hereunder; (b) this Agreement has been duly
authorized and executed by and constitutes a valid and binding
agreement of the Company enforceable in accordance with its terms;
(c) the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby do not
conflict with or result in a breach of (i) the Company’s
Certificate of Incorporation or By-Laws, or (ii) any material
agreement to which the Company is a party or by which any of its
property or assets is bound; (d) the Shares have been duly
authorized for sale and issuance, and when the Shares are issued
and delivered by the Company against payment therefor pursuant to
this Subscription, will be validly issued, fully paid and
nonassessable; (e) the Registration Statement, at the time it
became effective, did not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; (f) the prospectus contained in the Registration
Statement, as amended or supplemented, did not contain as of the
effective date thereof, and as of the date hereof does not contain,
any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; and
(g) there are no preemptive rights or rights of first refusal
held by stockholders of the Company and applicable to the
transactions contemplated hereby.
3.
Investor Representations, Warranties and Acknowledgments
. The Investor represents and warrants that: (a) it has
full right, power and authority to enter into this Agreement and to
perform all of its obligations hereunder; (b) this Agreement
has been duly authorized and executed by the Investor and
constitutes a valid and binding agreement of the Investor
enforceable against the Investor in accordance with its terms;
(c) the execu
