Exhibit 10.1
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is made effective this 30th day of August, 2007, by
and between PPT Vision, Inc., a Minnesota corporation (the "Company") and P.R.
Peterson, a resident of the state of Minnesota, who is investing through the
P.R. Peterson Keogh Plan (collectively "Subscriber").
The Company and Subscriber hereby agree as follows:
1.
PURCHASE AND DELIVERY.
SUBJECT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, THE COMPANY SELLS TO SUBSCRIBER AND SUBSCRIBER
PURCHASES FROM THE COMPANY AS OF THE CLOSING DATE:
A.
2,500,000 SHARES OF COMMON STOCK, $.10 PAR VALUE OF THE COMPANY
("STOCK") AT A PURCHASE PRICE OF $0.20 PER SHARE FOR AN AGGREGATE PURCHASE PRICE
OF $1,000,000; AND
B.
SEVEN-YEAR WARRANTS TO PURCHASE 1,000,000 SHARES OF STOCK AT A
PRICE OF $0.25 PER SHARE.
2.
CLOSING.
A.
CLOSING DATE.
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (THE "CLOSING") WILL TAKE PLACE AT THE OFFICES OF THE COMPANY ON
AUGUST 30, 2007 OR SUCH OTHER DIFFERENT TIME OR DAY AS MAY BE MUTUALLY
ACCEPTABLE TO SUBSCRIBER AND THE COMPANY (THE "CLOSING DATE").
B.
DELIVERY BY COMPANY.
AT THE CLOSING, THE COMPANY WILL DELIVER TO
SUBSCRIBER:
I.
A LETTER INDICATING IT WILL ISSUE THE SHARE CERTIFICATE AS SOON
AS POSSIBLE AFTER APPROVAL BY THE SHAREHOLDERS OF THE COMPANY OF AN AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK FROM 10,000,000 TO 20,000,000, AND
II.
WARRANTS TO PURCHASE 1,000,000 SHARES OF STOCK AT A PRICE OF
$0.25 PER SHARE.
C.
DELIVERY BY SUBSCRIBER.
AT THE CLOSING, THE SUBSCRIBER WILL
DELIVER THE AGGREGATE PURCHASE PRICE FOR THE STOCK STATED IN SECTION 1 BY
PERSONAL CHECK.
3.
CERTAIN REPRESENTATIONS OF SUBSCRIBER.
IN ORDER TO INDUCE THE
COMPANY TO SELL THE STOCK AND WARRANTS TO SUBSCRIBER, SUBSCRIBER HEREBY
REPRESENTS AND WARRANTS TO THE COMPANY FOLLOWS:
A.
SECURITIES REPRESENTATIONS.
I.
INFORMATION ABOUT THE COMPANY.
SUBSCRIBER HAS BEEN FURNISHED
WITH THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED OCTOBER 31,
2006 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
TOGETHER WITH ALL SUBSEQUENTLY QUARTERLY REPORTS ON FORM 10-QSB, CURRENT REPORTS
ON FORM 8-K, AND OTHER PUBLICLY AVAILABLE FILINGS MADE WITH THE COMMISSION (THE
"REPORTS").
IN ADDITION, THE SUBSCRIBER HAS RECEIVED FROM THE COMPANY SUCH
OTHER INFORMATION CONCERNING ITS OPERATIONS, FINANCIAL CONDITION AND OTHER
MATTERS AS THE SUBSCRIBER HAS REQUESTED (THE "OTHER WRITTEN INFORMATION"), AND
CONSIDERED ALL FACTORS THE SUBSCRIBER DEEMS MATERIAL IN
1
DECIDING ON THE ADVISABILITY OF INVESTING IN THE STOCK.
FURTHER, MR. PETERSON
SUBSCRIBER IS A DIRECTOR OF THE COMPANY AND HAS ACCESS TO INFORMATION ABOUT THE
COMPANY.
II.
HIGH DEGREE OF RISK.
SUBSCRIBER ACKNOWLEDGES THAT AN INVESTMENT
IN THE STOCK INVOLVES A HIGH DEGREE OF RISK, INCLUDING, BUT NOT LIMITED TO, THE
RISK THAT SUBSCRIBER MAY RECEIVE NO RETURN ON HIS INVESTMENT IN THE STOCK AND
THE RISK THAT SUBSCRIBER MAY LOSE HIS ENTIRE INVESTMENT IN THE COMPANY.
SUBSCRIBER IS ABLE TO BEAR THE ECONOMIC RISK OF INVESTMENT IN THE STOCK,
INCLUDING