exhibit4-1.htm


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    Exhibit
              4.1      
    

        

      


      
        


        


        


        


        


        


        


      

      
        ADVANCE
          DISPLAY TECHNOLOGIES, INC.

        


        


        


        


        


        _________________________________

        


        Series
          G Preferred Stock

        SUBSCRIPTION
          AGREEMENT

        _________________________________

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


      

      
        


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ADVANCE
        DISPLAY TECHNOLOGIES, INC.

      


      Series
        G Preferred Stock

      SUBSCRIPTION
        AGREEMENT

      


      


      THIS
        SUBSCRIPTION AGREEMENT (this
“Agreement”) is executed and delivered, as of the date set forth on the
        signature page hereof (the “Subscription Date”), by and between Advance Display
        Technologies, Inc., a Colorado corporation (“Company”), and the undersigned
        subscriber (“Subscriber”).

      


      1.  Subscription.  Subject
        to the terms and conditions set forth in this Agreement, Subscriber hereby
        agrees to subscribe for the number of shares of Series G Preferred Stock
        of
        Company (the “Shares”) at the times and in the manner set forth in the
        Subscription Schedule on the signature page of this Agreement (the “Total
        Subscription”).

       

      2.  Price.  The
        purchase price for the Shares set forth on the signature page of this Agreement
        (the “Purchase Price”) has been derived from the fair market value of the shares
        of Company’s common stock into which the Shares are convertible.  For
        this purpose, the fair market value was calculated by reference to the closing
        price of the Company’s Common Stock on the OTC Bulletin Board on the last
        trading day preceding the Subscription Date.

       

      3.  Acceptance.  Company,
        in consideration of and in reliance on Subscriber’s representations, warranties,
        covenants in this Agreement, and Subscriber’s agreement to pay the Total
        Subscription Price set forth in the Subscription Schedule, hereby accepts
        the
        subscription of Subscriber and agrees to issue the Shares to Subscriber,
        subject
        to the terms and conditions of this Agreement.

       

      4.  Issuance
        of shares.  Company shall issue the Shares to Subscriber within
        ten (10) days of its receipt of payment in full for all of the Shares, provided,
        however, that Company shall have no obligation to issue any Shares to Subscriber
        unless and until Subscriber has made to Company, and Company has accepted,
        full
        payment of Subscriber’s Total Subscription.

       

      5.  Cancellation
        of Subscription by Company.  At any time prior to Company’s
        receipt and acceptance of full payment for the Total Subscription, Company
        may
        elect to terminate its obligations to deliver any of the Shares to Subscriber
        under this Agreement by returning to the Subscriber all prior payments made
        by
        the Subscriber toward the Total Subscription, together with interest at the
        prime rate as published by the Wall Street Journal from the date of Company’s
        receipt of such payments.  In such an event, Company will be relieved
        of any obligation to deliver the Shares and Subscriber shall have no further
        right or obligation to purchase the Shares.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      6.  Partial
        Cancellation of Subscription by Company.  At any time prior to
        Company’s receipt and acceptance of full payment for the Total Subscription,
        Company may, in its sole discretion, elect to cancel any part of the Total
        Subscription, irrespective of whether Subscriber has previously paid some
        or all
        of the Total Subscription to Company by delivering to Subscriber a written
        notice of partial cancellation of the amount of the Subscription cancelled
        (the
“Cancelled Subscription”) and returning to the Subscriber all prior payments, if
        any, made by the Subscriber toward the Cancelled Subscription, together with
        interest at the prime rate as published by the Wall Street Journal from the
        date
        of Company’s receipt of such payments.  In such an event, Company
        shall be obligated to sell, and Subscriber shall be obligated to buy, the
        Shares
        attributable to the portion of the Total Subscription that was not cancelled
        (the “Accepted Shares”).  No later than ten (10) days after Company’s
        receipt of payment from Subscriber for the Accepted Shares, the Company will
        issue the Accepted Shares to Subscriber.  Upon such payment and
        delivery, the Company will be relieved of any obligation to deliver additional
        Shares to Subscriber and Subscriber will have no further right or obligation
        to
        purchase additional Shares under this Agreement.

       

      7.  Voting
        of the Shares.  Subscriber shall have no right to vote the Shares
        prior to payment and acceptance of the Total Subscription or the Accepted
        Subscription, as the case may be.

       

      8.  Restrictions
        on Transfer.

       

      8.1  The
        certificates representing the Shares will bear a legend in substantially
        the
        following form:

       

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD, OFFERED
        FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
        IN
        EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
        SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

      


      8.2  No
        holder
        of the Shares may sell, transfer or dispose of any Series G Preferred Stock
        (except pursuant to an effective registration statement under the Securities
        Act) without first delivering to Company an opinion of counsel (reasonably
        acceptable in form and substance to Company) that neither registration nor
        qualification under the Securities Act and applicable state securities laws
        is
        required in connection with such transfer.

       

      9.  Subscriber’s
        Representations, Warranties, Covenants and Agreements.  Subscriber
        hereby represents and warrants to, and covenants and agrees with, Company
        as
        follows:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      10.  Subscriber
        has been given adequate access to all information about Company and Subscriber’s
        investment in Company that was material to Subscriber’s decision to invest
        therein.  Subscriber has reviewed the Certificate of Incorporation and
        bylaws of Company as well as its recent filing with the U.S. Securities and
        Exchange Commission.  Subscriber acknowledges that Subscriber is fully
        informed and knowledgeable about Company, its business (the “Business”),
        management and personnel; that Subscriber has had discussions with Company
        concerning the Business and has obtained information from Company; and that
        Company has answered all questions that the undersigned had concerning the
        Business.  Subscriber has been furnished materials relating to
        Company, the Business and the financial condition of Company and the offering
        of
        the Shares that Subscriber has requested and has been afforded the opportunity
        to ask questions and receive answers concerning an investment in
        Company.  Subscriber acknowledges that Subscriber has had the
        opportunity to request such additional information from the President of
        Company.

       

      10.1  Subscriber
        acknowledges that an investment in Company involves a substantial degree
        of risk
        and is suitable only for persons with adequate means who have no need for
        liquidity in their investments.

       

      10.2  Subscriber
        acknowledges that no market for the Shares exists nor is any such market
        expected to develop and that, therefore, Subscriber’s investment in Company will
        not be liquid.

       

      10.3  Subscriber
        has knowledge and experience in financial and business matters and is capable
        of
        evaluating the merits and risks of an investment in Company and the suitability
        of the investment for Subscriber.

       

      10.4  Subscriber
        is making this capital contribution for investment purposes only and has
        no
        present intention to sell or exchange the Shares; Subscriber has adequate
        means
        for providing for Subscriber’s current needs in any foreseeable contingency; and
        Subscriber has no need to sell the Shares in the foreseeable
        future.

       

      10.5  Subscriber,
        if a corporation, partnership, trust or other entity, is duly organized,
        and is
        authorized and otherwise duly qualified to purchase and hold the Shares,
        and
        such entity has its principal place of business at the address set forth
        on the
        signature page hereof.

       

      10.6  Subscriber
        has the legal capacity to execute, deliver and perform this Agreement, and
        has
        Subscriber’s residence at the address set forth on the signature page
        hereof.

       

      10.7  Subscriber
        is an “accredited investor” as that term is defined in Rule 501 of Regulation D
        promulgated under the Securities Act of 1933, as amended.

       

      10.8  All
        information that Subscriber has provided to Company concerning Subscriber,
        Subscriber’s financial position and knowledge of financial and business matters,
        or, in the case of a corporation, partnership, trust or other
        entity,

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      the
        knowledge of financial and business matters of the person making the investment
        decision on behalf of such entity, including all information contained herein,
        is true and complete as of the date set forth at the end hereof, and if there
        should be any adverse change in such information prior to this subscription
        being accepted, Subscriber will immediately provide Company with accurate
        and
        complete information concerning any such change.

       

      10.9  Subscriber
        acknowledges that no federal or state agency has made any finding or
        determination as to the fairness of this investment, nor any recommendation
        or
        endorsement, of the investment in the Shares.

       

      10.10  Subscriber
        acknowledges that the Series G Preferred Stock has not been registered under
        the
        Securities Act of 1933, as amended (the “Act”), or the blue sky laws of any
        state.

       

      10.11  Subscriber
        understands that Company has relied upon an exemption from registration provided
        in the Act and upon all of the foregoing representations and warranties of
        Subscriber.

       

      10.12  Subscriber
        certifies, under penalties of perjury, (i) that the social security or Federal
        taxpayer identification number shown on the signature page of this Agreement
        is
        true and complete and (ii) that Subscriber is not subject to backup withholding
        either because Subscriber has not been notified that he or she is subject
        to
        backup withholding as a result of a failure to report all interest or dividends,
        or the Internal Revenue Service has notified Subscriber that he or she is
        no
        longer subject to backup withholding.

       

      11.  Confidential
        Information.  Subscriber acknowledges that the information,
        observations and data obtained by him or her during the course of Subscriber’s
        ownership of any interest in Company concerning the business and affairs
        of
        Company are the property of Company, including information concerning
        acquisition opportunities in or reasonably related to the Business of which
        Subscriber becomes aware during such period.  Therefore, Subscriber
        agrees that he or she will not disclose to any unauthorized person or use
        for
        Subscriber’s own account any of such information, observations or data without
        the written consent of the President of Company unless and to the extent
        that
        the aforementioned matters become generally known to and available for use
        by
        the public other than as a result of Subscriber’s acts or
        omissions.  Subscriber agrees to deliver to Company on the date of
        disposition of the Shares, or at any other time Company may request in writing,
        all memoranda, notes, plans, records, reports and other documents (and copies
        thereof) relating to the Business (including, without limitation, all
        acquisition prospects, lists and contact information) which he or she may
        then
        possess or have under Subscriber’s control.

       

      12.  Indemnification.  Subscriber
        agrees to indemnify and hold harmless Company, its directors, officers,
        employees, stockholders and affiliates, and any person acting on behalf of
        Company, from and against any and all damage, loss, liability, cost and expense
        (including attorneys’ fees) which any of them may incur by

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      reason
        of
        the failure by Subscriber to fulfill any of the terms or conditions of this
        Agreement, or by reason of any breach of the representations and warranties
        made
        by Subscriber herein, or in any other document provided by Subscriber to
        Company.  All representations, warranties and covenants contained in
        this Agreement, and the indemnification contained in this paragraph, shall
        survive the acceptance of this subscription.

       

      13.  Headings.  The
        headings throughout this Agreement are for convenience of reference only,
        and
        shall in no way be deemed to define, limit, or add to the meaning of any
        of the
        provisions of this Agreement.

       

      14.  Counterparts.  This
        Agreement may be executed in counterparts, both of which when taken together
        shall be deemed one original.

       

      15.  No
        Waiver.  Notwithstanding any of the representations, warranties,
        acknowledg­ments or agreements made herein by Subscriber, Subscriber does
        not thereby or in any other manner waive any of the rights granted to him
        or her
        under federal or state securities laws.

       

      16.  Entire
        Agreement; Modification.  This Agreement constitutes the entire
        agreement among the parties hereto with respect to the subject matter hereof,
        and neither this Agreement nor any of the 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.

       

      17.  Notice.  Notices
        required or permitted to be given under this Agreement shall be in writing
        and
        shall be deemed to be sufficiently given when sent by registered or certified
        mail, postage prepaid, addressed to the other party at the address of such
        party
        set forth on the signature page to this agreement, or to such other address
        furnished by notice given in accordance with this paragraph.

       

      18.  Successors;
        Binding Effect.  Except as otherwise provided herein, this
        Agreement shall be irrevocable and binding upon and inure to the benefit
        of the
        parties hereto and their respective heirs, executors, administrators,
        successors, legal representatives and assigns.  If Subscriber is more
        than one person, the obligations of Subscriber 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 the
        person’s respective heirs, executors, administrators, successors, legal
        representatives and assigns.

       

      19.  Assignability.  Subscriber
        agrees not to transfer or assign this Agreement, or any of Subscriber’s interest
        herein, without the written consent of Company, which consent may be withheld
        in
        its sole discretion, and any such transfer or assignment in violation of
        this
        Agreement shall be null and void
ab initio.  Further, Subscriber agrees that the
        transfer or assignment of the Shares shall be made only in accordance with
        this
        Agreement, Company’s Certificate of Incorporation and applicable
        laws.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      20.  Applicable
        Law.  This Agreement and all rights and remedies hereunder shall
        be governed by and construed in accordance with the laws of the State of
        Colorado, without regard to the conflicts of laws thereof.

       

      


      


      


      


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      IN
        WITNESS WHEREOF, the undersigned Subscriber does represent and certify under
        penalty of perjury that the foregoing statements are true and correct and
        that
        Subscriber has, by the following signature, executed this Agreement as of
        November 13, 2007.

      


      SUBSCRIBER:

      


      Lawrence
        F. DeGeorge

      
        	
                 

                By:  /s/
                  Lawrence F. DeGeorge

                Name: Lawrence
                  F. DeGeorge

                 

                 

              	
                Address
                  for Notices:

                  

                  

                 

                 

              
	
                Taxpayer
                  Identification or Social Security Number of Subscriber:

                  

              	
                Telephone:

                  

              


      

      


      Subscription
        Schedule

       

      
        	
                Number
                  of Shares subscribed for

              	
                Price
                  per share

              	
                Total
                  Subscription Price

              
	
                13,475

              	
                $90

              	
                $1,212,750

              


      

      


      
        	
                 

              	
                Payments
                  of the Total Subscription Price shall be made by Subscriber in
                  the amounts
                  requested by Company not less than ten (10) business days after
                  Subscriber’s receipt from Company of a written demand for
                  payment.  No such demand shall be for an amount greater than
                  $100,000 without Subscriber’s consent.  No demand may be made
                  during the ten (10) business days after a prior demand was
                  made.  The Company may request amounts larger than $100,000 or
                  upon less than ten (10) business days notice but Subscriber shall
                  have no
                  obligation to honor any such
                  requests.

              


      

      


      


      Subscription
        Date:

      November
        13, 2007.

      


      ADVANCE
        DISPLAY TECHNOLOGIES, INC.

      7334
        South Alton Way, Suite F

      Centennial,
        CO  80112

      (303)
        267-0111

      


      By:  /s/
        Matthew W. Shankle

      Matthew
        W. Shankle, President