Common Stock Subscription Agreement



 Exhibit 10.33 
 EXHIBIT A 
  
 



 
 CALPIAN, INC. 
 COMMON STOCK SUBSCRIPTION AGREEMENT 
 Restricted Common Stock at $1.50
per Share 

  

					
	Participant’s Initials	  	  
 Annex B-1
	  	 Wire Transfer Instructions
 Calpian, Inc.










 COMMON STOCK SUBSCRIPTION AGREEMENT 

SUBSCRIPTION AGREEMENT (this “Agreement” or “Subscription”) is made as of the last date set forth on
the signature page hereof between Calpian, Inc., a Texas corporation (the “Company”), and the undersigned (the “Participant”). 
 W I T N E S S E T H: 
 WHEREAS, the Company is conducting a private offering (the
“Offering”) for sale of the shares of its common stock (the “Offered Shares”) to persons who qualify as “accredited investors”, as such term is defined in Rule 501(a) of Regulation D of the Securities Act
of 1933, as amended (the “Securities Act”). The Company is offering up to 2,666,667 shares (the “Offered Shares”) of its common stock, $0.001 par value per share (the “Common Stock”), on a
“best efforts” basis with no prescribed minimum for up to a maximum of $4,000,000, with an option exercisable by the Company in its sole discretion to offer up to an additional 666,667 Offered Shares for up to an additional $1,000,000,
through its Placement Agents, Colorado Financial Service Corporation, and such other placement agents as the Company may designate, also on a “best efforts” basis with no prescribed minimum, for an aggregate maximum Offering total of up to
$5,000,000. See “Summary of the Offering” in the Confidential Placement Memorandum to which this Agreement is attached as Exhibit A (such memorandum, together with all amendments thereof and supplements and exhibits thereto,
the “Memorandum”); 
 WHEREAS, the price of the Offered Shares will be One Dollar and Fifty Cents ($1.50) per
Offered Share; 
 WHEREAS, the Offering shall continue until the earlier to occur of (i) the sale of all of the Offered
Shares; or (ii) March 31, 2013 (the “Offering Period”); provided, however, that the Company may extend the Offering for an additional one hundred twenty (120) days thereafter in its sole discretion; 

WHEREAS, the minimum subscription is for US$50,000 (the “Minimum Subscription”), although the Company reserves the right
to accept subscriptions for less than US$50,000; 
 WHEREAS, the Company may conduct one or more subsequent closings at any time
following receipt of the initial subscription, and/or extend the Closing Date by an additional 120 days, at the Company’s discretion. The Company may accept or reject subscriptions in its discretion for any reason; and 

WHEREAS, the Participant desires to purchase that number of Offered Shares set forth on the signature page hereof on the terms and
conditions hereinafter set forth. 
 NOW, THEREFORE, in consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto do hereby agree as follows: 
 1. Subscription: 

(a) The undersigned Participant hereby irrevocably subscribes for and agrees to purchase from the Company such number of Offered Shares of
restricted Common Stock of the Company at a purchase price per Offered Share equal to $1.50 (the “Offering Price”), in accordance with the terms and conditions of this Agreement and the Memorandum. 

(b) Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following: 

  

					
	Participant’s Initials	  	  
 Annex B-2
	  	 Wire Transfer Instructions
 Calpian, Inc.










 (i) This Common Stock Subscription Agreement and Lock-up Agreement; 

(ii) The Certificate of Accredited Investor Status, attached hereto as Annex A; and 

(iii) The Participant’s check in the amount of
$                 in exchange for                  Offered Shares purchased, or wire
transfer sent according to the Company’s instructions set forth hereto in Annex B. 
 (c) This Subscription is
irrevocable by the Participant. 
 (d) This Subscription is not transferable or assignable by the Participant. 

(e) This Subscription may be rejected in whole or in part by the Company in its sole discretion. In the event this Subscription is
rejected by the Company, all funds and documents tendered by the Participant shall be returned. 
 (f) The Company’s
placement agents, Colorado Financial Service Corporation (“Colorado”), and/or other advisors, placement agents, broker dealers and/or finders (collectively the “Placement Agents”) shall receive (x) an aggregate
advisory fee equal to 8.0% of the proceeds raised in this Offering from investors introduced to the Company by Placement Agents, (y) an unallocated expense reimbursement of 2.0% of the proceeds raised in this Offering from investors introduced
to the Company by Placement Agents, and (z) warrants equal to 10% of the number and type of shares sold in this Offering from investors introduced to the Company by Placement Agents, exercisable at the Offering Price. The Company has also
agreed to indemnify the Placement Agents against certain civil liabilities, including liabilities under the Securities Act. The Placement Agents have agreed to offer the Offered Shares on a “best efforts” basis. Laird Q. Cagan, a director
and stockholder of the Company, serves as a registered representative and Managing Director of Colorado and shall be entitled to a portion of any fees paid and warrants issued to Colorado by the Company in connection with this Offering. 

(g) This Offering, as defined in the Memorandum, is scheduled to remain open until the earlier to occur of (i) the sale of all of the
Offered Shares; or (ii) March 31, 2012 (the “Closing Date”); provided, however, that the Company, at its sole election, may extend this Offering up to an additional one hundred twenty (120) days. The
target Offering is for up to 2,666,667 shares of common stock for an aggregate raise of $4,000,000, and the Company, at its option, may offer up to an additional 666,667 shares of common stock for a total maximum aggregate raise of $5,000,000. The
minimum subscription is for $50,000 (the “Minimum Subscription”), although the Company reserves the right to accept subscriptions for less than the Minimum Subscription. The Company may elect to have multiple closings of this
Offering. 
 (h) Participant hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent
position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or short sale position with respect to the Company’s securities. 

(i) The purchase price is payable by check to the Company’s address set forth in Section 5 or via a wire transfer instructions
set forth in Annex B annexed hereto. 
 2. Representations by Participant. In consideration of the Company’s
acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the
Company: 

  

					
	Participant’s Initials	  	  
 Annex B-3
	  	 Wire Transfer Instructions
 Calpian, Inc.










 (a) Prior to the time of purchase of any Offered Shares, Participant received a copy of the
Memorandum. Participant has carefully reviewed this Agreement, the Memorandum, including all exhibits thereto, all reports, schedules, forms statements and other documents required to be filed thereunder and the Company’s filings with the
Securities and Exchange Commission (the foregoing materials, together with the Agreement and the Memorandum, and any documents which may have been made available upon request as reflected therein, collectively referred to as the “Public
Information”). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the
Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations,
oral or written, other than as provided in the Memorandum and the Public Information, on which Participant has relied upon in deciding to invest in the Offered Shares, including without limitation, any information with respect to future operations
of the Company or the economic returns which may accrue as a result of the purchase of the Offered Shares. 
 (b) Participant
acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of
advertising or general solicitation with respect to the Offered Shares. 
 (c) The Offered Shares are being purchased for
Participant’s own account for long-term investment and not with a view to immediately re-sell the Offered Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Offered Shares. Participant or
its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Offered Shares to evaluate the
merits and risks thereof and to make an informed investment decision. 
 (d) Participant hereby acknowledges that the Offering
has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the
Securities Act, pursuant to Regulation D. Participant acknowledges that the Offered Shares have not been registered under the Securities Act or qualified under the under the securities laws of any state or other jurisdiction or any other regulatory
authority, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. 
 (e) Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Offered
Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. 
 (f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a preexisting personal or business relationship with the Company or one or more of its
partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are
not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Offered Shares and of protecting its own interests.

 (g) Participant represents that Participant is an “accredited investor” within the meaning of Rule 501 of Regulation
D under the Securities Act as indicated by the Participant’s responses to the questions contained in the Certificate of Accredited Investor Status attached hereto as Annex A, and that the Participant is able to bear the economic
risk of an investment in the Offered Shares. 

  

					
	Participant’s Initials	  	  
 Annex B-4
	  	 Wire Transfer Instructions
 Calpian, Inc.










 (h) Participant understands that the Company will review this Agreement and is hereby given
authority by the Participant to call Participant’s bank or place of employment or otherwise review the financial standing of the Participant; and it is further agreed that the Company, at its sole discretion, reserves the unrestricted right,
without further documentation or agreement on the part of the Participant, to reject or limit any subscription, to accept subscriptions for fractional Offered Shares and to close the Offering to the Participant at any time and that the Company will
issue stop transfer instructions to its transfer agent with respect to such Offered Shares. 
 (i) Participant understands that
the Offered Shares are illiquid, and until registered with the SEC, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of
the Offered Shares, or to utilize the Offered Shares as collateral for a loan. Participant must not purchase the Offered Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial
difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Offered Shares, combined with other investments of Participant, is reasonable in relation to its net worth.

 (j) Participant understands that the right to transfer the Offered Shares will be restricted unless the transfer is not in
violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Offered Shares unless the transferee
represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. 

(k) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the
Company and the tax consequences of purchasing the Offered Shares, and have done so, to the extent Participant considers necessary. 
 (l) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s Officers, any other investors, nor
the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will
look solely to and rely upon its own advisers with respect to the tax consequences of this investment. 
 (m) Participant
acknowledges that some of the information in the Memorandum constitutes “material non-public information” within the meaning of Rule 10b-5 of the Exchange Act. Participant acknowledges and agrees that Participant is prohibited from any
buying or selling of the Company’s securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Report on Form 8-K or in the Company’s Form 10-K
or Form 10-Q) or ceases to be material, and in no event for at least thirty (30) days from the date hereof. Participant acknowledges that it is aware of the restrictions of applicable securities laws, including Regulation FD and Sections 9 and
10 of the Exchange Act and Rule 10b-5 under the Exchange Act, relating to the trading in securities of an issuer, including while in possession of material non public information regarding that issuer. 

  

					
	Participant’s Initials	  	  
 Annex B-5
	  	 Wire Transfer Instructions
 Calpian, Inc.










 (n) All information which Participant has provided to the Company concerning Participant,
including but not limited to, its financial position and its knowledge of financial and business matters, is truthful, accurate, correct, and complete as of the date set forth herein. 

(o) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend:

 THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

 THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITONS OF A CERTAIN
LOCK-UP AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER OF STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. 

(p) The Participant hereby represents that the address of the Participant furnished by Participant on the signature page hereof is the
Participant’s principal residence if Participant is an individual or its principal business address if it is a corporation or other entity. 
 (q) The Participant represents that the Participant has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Offered Shares. This
Agreement constitutes the legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. 
 (r) If the Participant is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and
qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 
 (s) Participant acknowledges that if he or she is a Registered Representative of a FINRA member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt
of which must be acknowledged by such firm. 
 (t) Participant acknowledges that at such time, if ever, as the Offered Shares are
registered with the SEC, sales of the Offered Shares will be subject to state securities laws. 
 (u) Participant agrees not to
issue any public statement with respect to the Participant’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such
disclosures as may be required under applicable law or under any applicable order, rule or regulation. 

  

					
	Participant’s Initials	  	  
 Annex B-6
	  	 Wire Transfer Instructions
 Calpian, Inc.










 3. Representations and Warranties by the Company. The Company represents and warrants that:

 (a) Due Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good
standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the
business, operations or financial condition of the Company. 
 (b) Outstanding Stock. The authorized, issued and
outstanding capital stock of the Company prior to the commencement of the Offering is as set forth in the Public Reports (as defined in the Memorandum) and all issued and outstanding shares of the Company are validly issued, fully paid and
nonassessable. Except as set forth in the Public Information, there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase any shares of capital stock of the
Company. Except as set forth in the Public Information and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Certificate of
Formation (the “Certificate of Formation”), By-laws or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. 

(c) Authority; Enforceability. This Subscription Agreement has been duly authorized, executed, and delivered by the Company and is
a valid and binding agreement, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights
generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Subscription Agreement and to perform its obligations hereunder and under all other agreements entered into by the
Company relating hereto. 
 (d) Consents. No consent, approval, authorization, or order of any court, governmental agency
or body or arbitrator having jurisdiction over the Company, the Financial Industry Regulatory Authority, the Over the Counter Bulletin Board (the “OTCQB”), nor the Company’s stockholders is required for execution of this
Subscription, and all other agreements entered into by the Company relating thereto, including, without limitation, the issuance and sale of the Offered Shares, and the performance of the Company’s obligations hereunder and under all such other
agreements. 
 (e) Non-Disclosure. The Company agrees not to disclose the name, addresses or any other information about
the Participant, except as required by law; provided, that the Company may use the name of the Participant for any offering or in any registration statement filed by the Company, if any, in which the Offered Shares purchased by Participant are
included. 
 4. Agreement to Indemnify Company. Participant hereby agrees to indemnify and hold harmless the Company, its
principals, the Company’s officers, directors attorneys, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns, from any and all liabilities, damages, costs and expenses
(including actual attorneys’ fees) which they may incur: (i) by reason of Participant’s failure to fulfill any of the terms and conditions of this Subscription; (ii) by reason of Participant’s breach of any of
representations, warranties or agreements contained in this Subscription, the Certificate of Accredited Investor Status, or any other document attached to the Memorandum or furnished to any of the foregoing in connection with the purchase of the
Offered Shares; (iii) with respect to any and all claims made by or involving any person, other than Participant personally, claiming any 

  

					
	Participant’s Initials	  	  
 Annex B-7
	  	 Wire Transfer Instructions
 Calpian, Inc.










 
interest, right, title, power, or authority in respect to the Offered Shares; or (iv) any sale or distribution of the Offered Shares by the Participant in violation of the Securities Act or
any applicable state securities or “blue sky” laws. Participant further agrees and acknowledges that these indemnifications shall survive any sale or transfer, or attempted sale or transfer, of any portion of the Offered Shares.

 5. Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, or delivered by hand against written receipt therefor, addressed as follows: 
  

	 	(i)	if to the Company, to: 


Calpian, Inc. 

500 North Akard Street, Suite 2850 
 Dallas, Texas 
 Attn: Harold Montgomery 

Telephone: (214) 758-8600 
 Facsimile: (214) 758-8602 
 With a copy to (which shall not constitute
notice): 
 TroyGould PC 
 1801 Century Park East, Suite 1600 
 Los Angeles, CA 90067 

Attn: Lawrence Schnapp, Esq. 
  

	 	(ii)	if to the Participant, to the Participant’s address indicated on the signature page of this Agreement. 


Notices shall be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been
given or delivered when received. 
 6. Subscription Binding on Heirs, etc. This Subscription, upon acceptance by the Company,
shall be binding upon the heirs, executors, administrators, successors and assigns of the Participant. If the undersigned is more than one person, the obligations of the undersigned shall be joint and several and the representations and warranties
shall be deemed to be made by and be binding on each such person and his or her heirs, executors, administrators, successors, and assigns. 

7. Execution Authorized. If this Subscription is executed on behalf of a corporation, partnership, trust or other entity, the undersigned
has been duly authorized and empowered to legally represent such entity and to execute this Subscription and all other instruments in connection with the Offered Shares and the signature of the person is binding upon such entity. 

8. Adoption of Terms and Provisions. The Participant hereby adopts, accepts and agrees to be bound by all the terms and provisions hereof.

 9. Except as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the
parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. 

  

					
	Participant’s Initials	  	  
 Annex B-8
	  	 Wire Transfer Instructions
 Calpian, Inc.










 10. Governing Law. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF
THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW. IN
THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE COURTS STATE OF CALIFORNIA IN AND FOR THE COUNTY OF LOS ANGELES OR THE FEDERAL COURTS FOR SUCH STATE AND
COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE. 

11. In order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds in
establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds against one of the other parties to the action), then the other party shall be entitled to recover from such claimant all of
its/their reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefor. 
 12. The holding of
any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be
declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law
and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other
covenant or provision unless so expressed herein. 
 13. It is agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party. 
 14. The parties agree to
execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. 

15. This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument. 
 16. Nothing in this Agreement shall create or be deemed to create any rights in any person or
entity not a party to this Agreement. 
 17. Investor Information: (This must be consistent with the form of ownership selected
below and the information provided in the Certificate of Accredited Investor Status (Annex A hereto)). 
 Name (please print):
                                         
                                         
               
 If entity named above, By:
                                         
                                         
               

Its:                   
                                         
                                     

Social Security or Taxpayer I.D. Number:
                                         
                                         
               
 Business Address (including zip
code):                                        
                                         
                
 Business
Phone:                                        
                                         
                
  

  

					
	Participant’s Initials	  	  
 Annex B-9
	  	 Wire Transfer Instructions
 Calpian, Inc.










 Residence Address (including zip
code):                                        
                                         
                    
  

 
 Residence
Phone:                                        
                                         
                                
 All communications to be sent to: 

                        Business
or                         Residence Address 

  

					
	Participant’s Initials	  	  
 Annex B-10
	  	 Wire Transfer Instructions
 Calpian, Inc.










 Please indicate below the form in which you will hold title to your interest in the Offered Shares. PLEASE
CONSIDER CAREFULLY. ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE OFFERED SHARES AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, AND MAY RESULT IN ADDITIONAL COSTS
TO YOU. Participants should seek the advice of their attorneys in deciding in which of the forms they should take ownership of the interest in the Offered Shares, because different forms of ownership can have varying gift tax, estate tax, income
tax, and other consequences, depending on the state of the investor’s domicile and his or her particular personal circumstances. 

                INDIVIDUAL OWNERSHIP (one signature required) 

                JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS
TENANTS IN COMMON (both or all parties must sign) 

                COMMUNITY PROPERTY (one signature required if interest
held in one name, i.e., managing spouse; two signatures required if interest held in both names) 

                TENANTS IN COMMON (both or all parties must sign)

                 GENERAL PARTNERSHIP (fill out all documents
in the name of the PARTNERSHIP, by a PARTNER authorized to sign) 

                LIMITED PARTNERSHIP (fill out all documents in the name
of the LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign) 

                LIMITED LIABILITY COMPANY (fill out all documents in the
name of the LIMITED LIABILITY COMPANY, by a member authorized to sign) 

                CORPORATION (fill out all documents in the name of the
CORPORATION, by the President or other officer authorized to sign) 

                TRUST (fill out all documents in the name of the TRUST,
by the Trustee, and include a copy of the instrument creating the trust and any other documents necessary to show the investment by the Trustee is authorized. The date of the trust must appear on the Notarial where indicated.) 

  

					
	  
 Participant’s
Initials
	  	  
 Annex B-11
	  	 Wire Transfer Instructions
 Calpian, Inc.










 Subject to acceptance by the Company, the undersigned has completed this Subscription
Agreement to evidence his/her subscription for participation in the Offered Shares of the Company, this          day of
                        , 20        . 

 

			
	PARTICIPANT
	
	 
	(Signature
		
	By:	 	 
	Its:	 	 


 The Company has accepted this subscription
this                day of                 ,
20        . 
  

			
	 “COMPANY”
  

CALPIAN, INC.,
 a Texas
corporation

		
	By:	 	 
		 	 Harold Montgomery
 President and CEO

	
	Address for notice:
	
	Calpian, Inc.
	 500 North Akard Street, Suite 2850
 Dallas, Texas
 Attn: Harold Montgomery




  

					
	  
 Participant’s
Initials
	  	  
 Annex B-12
	  	 Wire Transfer Instructions
 Calpian, Inc.