Calpian, Inc. (Form: 8-K, Received: 10/09/2013 15:59:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: October 9, 2013

Date of Earliest Event Reported: October 3, 2013

Calpian, Inc.

(Exact name of registrant as specified in its charter)


Texas	000-53997	20-8592825
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 North Akard Street, Suite 2850, Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 758-8600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 3, 2013, Calpian, Inc. (the “Company”) issued 500,000 shares of newly created Series B Convertible Preferred Stock (“Series B Preferred Stock”) pursuant to a subscription agreement for the purchase of up to 650,000 Series B Preferred Stock (the “Subscription Agreement”) entered into with an accredited investor (the “Investor”). The gross proceeds from the sale of 500,000 Series B Preferred Stock were $500,000.

The Certificate of Designation for the Series B Preferred Stock (the “Certificate of Designation”) was filed with the Secretary of State of the State of Texas on October 3, 2013. Each share of Series B Preferred Stock has a stated value of $1.00 (“Stated Value”) and is entitled to receive a dividend of 18% per annum of its Stated Value, calculated on a simple interest basis and which dividend is payable in shares of Series B Preferred Stock (“Dividend Shares”). At the option of its holder, each share of Series B Preferred Stock and any accrued Dividend Shares are convertible, within 30 days after the closing of any private or public offering of equity or debt securities of the Company (a “Financing Event”), into the securities offered in and at a 5% discount to the offering price of such Financing Event. In addition, in the event the Company completes a sale of equity securities in aggregate gross proceeds of $3,000,000, the holders of Series B Preferred Stock must either (i) request the Company to redeem for cash all shares of Series B Preferred Stock plus accrued Dividend Shares in an amount equal to the Stated Value of all such Series B Preferred Stock and Dividend Shares; or (ii) convert all outstanding shares of Series B Preferred Stock plus accrued Dividend Shares into securities offered in the most recent Financing Event determined by dividing the Stated Value by a conversion price equal to 95% of the offering price in such Financing Event.

On December 31, 2016 (the “Mandatory Conversion/Redemption Date”), unless otherwise converted or redeemed, the holders of all outstanding shares of Series B Preferred Stock plus accrued Dividend Shares must either (i) request the Company to redeem for cash all shares of Series B Preferred Stock plus accrued Dividend Shares in an amount equal to the Stated Value of all such Series B Preferred Stock and Dividend Shares; or (ii) accept the automatic conversion of all shares of Series B Preferred Stock plus accrued Dividend Shares into such number of shares of Common Stock determined by dividing the Stated Value of such shares by $1.50 (the “Mandatory Conversion Price”).

The holders of the Series B Preferred Stock are entitled to vote on all matters on which the holders of the Common Stock have a right to vote. Each holder of Series B Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which their shares of Series B Preferred Stock could be converted at the Mandatory Conversion Price.

The Series B Preferred Stock were sold pursuant to the Subscription Agreement entered into between the Company and the Investor. The Subscription Agreement contains customary terms and conditions including, among other things, representations and warranties by the Company and the Investor, closing deliveries and indemnification.

The foregoing summary of the terms of the Subscription Agreement and the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the text of the Subscription Agreement and the Certificate of Designation, which are filed as exhibits herewith.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 is incorporated herein by reference.

In connection with the private placement, the Company issued 500,000 shares of Series B Preferred Stock for aggregate gross consideration of $500,000. In the event the Investor holds the 5000,000 shares of Series B Preferred Stock until the Mandatory Conversion/Redemption Date, a total of 333,334 shares of Common Stock are issuable upon the conversion of such shares at the Mandatory Conversion Price, excluding Common Stock issuable upon the conversion of any accrued Dividend Shares.

The Company relied on the exemption from registration under Section 4(2) of the Securities Act or Rule 506 of Regulation D for purposes of the private placement.

Item 3.03 Material Modification to Rights of Security Holders.

The information provided in Item 1.01 is incorporated herein by reference. The Company’s ability to declare or pay dividends to its Common Stock holders or other equity or capital securities unless the holders of all then-outstanding Series B Preferred Stock first receive, or simultaneously receive, a dividend on each outstanding Series B Preferred Stock in an amount equal to the dividend per share that such holders would be entitled had such holders converted their Series B Preferred Stock into shares of Common Stock immediately prior to the record date of the Common Stock at the Mandatory Conversion Price.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in Item 1.01 is incorporated herein by reference. In connection with the private placement, the Board of Directors of the Company approved and adopted the Certificate of Designation of Series B Preferred Stock, setting forth the rights, powers, and preferences of the Series B Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Certificate of Designation of Series B Convertible Preferred Stock
10.1		Form of Subscription Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CALPIAN, INC.

Date: October 9, 2013	By:	/s/ Scott S. Arey
		Scott S. Arey
		Chief Financial Officer

EXHIBIT 3.1

CERTIFICATE OF DESIGNATION OF

PREFERENCES, RIGHTS AND LIMITATIONS OF

SERIES B CONVERTIBLE PREFERRED STOCK OF

CALPIAN, INC.

(Pursuant to Sections 21.155 and 21.156 of the

Texas Business Organizations Code of the State of Texas)

CALPIAN, INC., a corporation organized and existing under the Texas Business Organizations Code of the State of Texas (the “ Corporation ”), in accordance with the provisions of Sections 21.155 and 21.156 thereof:

HEREBY CERTIFIES:

A. That pursuant to the authority conferred upon the Board of Directors by the Certificate of Formation of the Corporation, the Board of Directors on October 3, 2013 adopted the following resolution establishing a new series of 900,000 shares of Preferred Stock of the Corporation to be designated as Series B Convertible Preferred Stock:

RESOLVED, that, pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Formation, a series of Preferred Stock of the Corporation be, and it hereby is, authorized and created, and the designation and amount thereof and the rights, preferences and limitations of such series are as follows:

1. Designation of Shares . The designation of this series of Preferred Stock is “Series B Convertible Preferred Stock,” par value $0.001 per share (“ Series B Preferred ”).

2. Number of Shares . The number of shares constituting the Series B Preferred shall be 900,000 shares.

3. Stated Value. Each share of Series B Preferred shall have a stated value of $1.00 (“ Stated Value ”).

4. Voting . The holders of shares of Series B Preferred shall have full voting rights and powers, and, except as may be otherwise provided by law, shall vote together with all other classes and series of stock of the Corporation as a single class on all actions to be taken by the stockholders of the Corporation. Each holder of shares of Series B Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Series B Preferred held by such holder could be converted at the Mandatory Conversion Price defined hereinafter on the record date for the vote which is being taken. Fractional votes shall not, however, be permitted and, with respect to each holder of Series B Preferred, any fractional voting rights resulting from the above (after aggregating all shares of Common Stock into which shares of Series B Preferred held by a holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

5. Dividend Rights . Holders of Series B Preferred shall be entitled to receive, and the Corporation shall pay, a dividend of 18% of its Stated Value per annum, which dividend shall be paid to holders of Series B Preferred in additional shares of Series B Preferred at its Stated Value, payable upon conversion or redemption of Series B Preferred (each such date, a “Dividend Payment Date”). Dividends on Series B Preferred shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the original issue date on a simple interest basis. The Corporation shall not declare, pay or set aside any dividends on shares of any class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless the holders of Series B Preferred then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred in an amount equal to the dividend per share that such holders would have received had they converted their shares of Series B Preferred into shares of Common Stock immediately prior to the record date for the declaration of the Common Stock dividend at the Mandatory Conversion Price. “ Common Stock ” means the common stock, par value $0.001 per share, of the Corporation and common stock that may hereinafter be authorized and issued by the Corporation and any share of successor or replacement stock.

6. Preference .

a. In the event of any Liquidity Event, distributions to stockholders of the Corporation shall be made in the following manner: Each holder of a share of Series B Preferred shall be entitled to receive, subject to the prior preferences and other rights of any class or series of stock of the Corporation ranking in the case of a Liquidity Event senior to the Series B Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to holders of Common Stock or any other class or series of stock of the Corporation ranking in the case of a Liquidity Event junior to the Series B Preferred, as to the distribution of assets upon any Liquidity Event, by reason of their ownership of such stock, an amount equal to the Stated Value and accrued dividends (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “ Preference Amount ”). In the event the funds or assets legally available for distribution to the holders of shares of Series B Preferred are insufficient to pay in full the Preference Amount as described above, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series B Preferred pro rata based on the full Preference Amount to which they are entitled. After payment has been made to the holders of Series B Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Corporation available for distribution, if any, shall be distributed pro rata among the holders of Common Stock.

b. A “ Liquidity Event ” means (i) any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a “ Liquidation ”) or (ii) any sale, merger, consolidation, reorganization or other transaction which results in a Change of Control. A “ Change of Control ” means a reorganization, consolidation or merger of the Corporation with or into any other corporation or corporations (other than a wholly-owned subsidiary), or the sale, transfer, liquidation or other disposition of all or substantially all of the assets of the Corporation, or the consummation of any transaction or series of related transactions, unless a Financing Event (as defined below), in each case which results in the Corporation’s stockholders immediately prior to such transaction or series of related transactions, holding less than fifty percent (50%) of the voting power of the entity surviving or continuing (including the Corporation or the entity owning all or substantially all of the assets of the Corporation) following such transaction or series of related transactions; provided a Change of Control shall not apply to a merger effected solely for the purposes of changing the domicile of the Corporation.

7. Conversion or Redemption . The shares of Series B Preferred shall be subject to the following discretionary and mandatory conversion and redemption provisions:

a. Discretionary Conversion . Within 30 days after the closing of a private or public offering of equity or debt securities of the Corporation (a “ Financing Event ”), the holder of Series B Preferred, at its option, may convert all or part of its Series B Preferred and accrued dividends into that number of securities offered in the Financing Event determined by dividing the Stated Value of such shares of Series B Preferred and accrued dividends by a conversion price equal to 95% of the offering price in the Financing Event.

b. Mandatory Conversion or Redemption .

(i) Unless otherwise converted or redeemed, upon the Mandatory Conversion/Redemption Date, all outstanding shares of Series B Preferred plus accrued dividends shall, at the option of the holder of Series B Preferred, be redeemed by the Corporation in an amount in cash equal to the Preference Amount or be converted automatically into such number of shares of Common Stock determined by dividing the Stated Value of such shares of Series B Preferred and accrued dividends by the Mandatory Conversion Price.

(ii) Upon the completion of sales of equity securities of an aggregate gross proceeds of $3,000,000, the holder of Series B Preferred, at its option, shall request the Corporation to redeem all outstanding shares of Series B Preferred plus accrued dividends in an amount in cash equal to the Preference Amount or convert all outstanding shares of Series B Preferred plus accrued dividends into such number of shares of securities offered in the most recent Financing Event determined by dividing the Stated Value of such shares of Series B Preferred plus accrued dividends by a conversion price equal to 95% of the offering price in the most recent Financing Event.

(iii) “ Mandatory Conversion / Redemption Date ” means December 31, 2016.

(iv) “ Mandatory Conversion Price ” means $1.50, subject to adjustments as prescribed by Section 7(d) hereof.

c. Mechanics of Conversion . The conversion of Series B Preferred shall be conducted in the following manner:

(i) Holder’s Delivery Requirements . To convert Series B Preferred into full shares of securities of the Corporation on any date (the “Conversion Date”), the holder thereof shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., New York time on such date, a copy of a fully executed notice of conversion (the “Conversion Notice”), to the Corporation, and (B) with respect to the final conversion of shares of Series B Preferred held by any holder, such holder shall surrender to a common carrier for delivery to the Corporation as soon as practicable following such Conversion Date but in no event later than six (6) business days after such date the original certificates representing the shares of Series B Preferred being converted (or an indemnification undertaking with respect to such shares in the case of their loss, theft or destruction) (the “Series B Preferred Certificates”). Upon the Conversion Date, the rights of the holder as holder of the shares of Series B Preferred shall cease and the person or persons in whose name or names any certificate or certificates for shares of securities of the Corporation shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of such securities represented thereby. The Corporation shall not be obligated to issue certificates evidencing the shares of securities issuable upon such conversion unless certificates evidencing such shares of Series B Preferred so converted are either delivered to the Corporation or any such transfer agent.

(ii) Corporation’s Response . Upon receipt by the Corporation of a facsimile copy of a Conversion Notice, the Corporation shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder and the Corporation or its designated transfer agent (the “Transfer Agent”), as applicable, shall, within three (3) business days following the date of receipt by the Corporation of the executed Conversion Notice, issue and deliver or cause to be delivered a certificate or certificates registered in the name of the holder or its designee, for the number of shares of securities to which the holder shall be entitled.

(iii) Record Holder . The person or persons entitled to receive the shares of securities of the Corporation issuable upon a conversion of the Series B Preferred shall be treated for all purposes as the record holder or holders of such shares of securities on the Conversion Date.

d. Adjustments of Mandatory Conversion Price . If the Corporation, at any time while any share of Series B Preferred is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, then in each case the Mandatory Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon mandatory redemption of the shares of Series B Preferred shall be proportionately adjusted such that the aggregate Mandatory Conversion Price of Series B Preferred shall remain unchanged. Any adjustment made pursuant to this Section 7(d) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

e. Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile or three (3) business days following being mailed by certified or registered mail, postage prepaid, return-receipt requested, addressed to the holder of record at its address appearing on the books of the Corporation.

8. No Fractional Shares . No fractional shares of Common Stock or other securities of the Corporation or scrip representing fractional shares shall be issued upon any conversion of shares of Series B Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock or other securities of the Corporation as determined in good faith by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s option.

9. Amendments . None of the terms of the Series B Preferred set forth herein may be amended, modified or waived without the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series B Preferred, voting together as a single class.

10. Lost or Stolen Certificates . Upon receipt by the Corporation of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Series B Preferred Certificates representing the shares of Series B Preferred, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Corporation and, in the case of mutilation, upon surrender and cancellation of the Series B Preferred Certificates, the Corporation shall execute and deliver new Series B Preferred Certificates of like tenor and date; provided, however, that the Corporation shall not be obligated to re-issue Series B Preferred Certificates if the holder contemporaneously requests the Corporation to convert such shares of Series B Preferred Certificates into Common Stock or other securities of the Corporation.

11. Exclusion of Other Rights and Privileges . Except as may otherwise be required by law, the Series B Preferred shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designation (as such resolution may be amended from time to time pursuant to Section 9 hereof).

B. That the above resolution was adopted by all necessary action on the part of the Corporation.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate in the name and on behalf of CALPIAN, INC., on the 3 rd day of October, 2013, and the statements contained herein are affirmed as true under penalty of perjury.

	CALPIAN, INC.

	By:	/s/ Harold Montgomery
		Harold Montgomery
		Chief Executive Officer

EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is entered into effective as of October __, 2013 (the “ Effective Date ”) between Calpian, Inc., a Texas corporation (the “ Company ”), and ________________ (the “ Investor ”).

WHEREAS, Investor desires to purchase and receive from the Company and the Company desires to issue and sell to Investor, Series B Convertible Preferred Stock (as further described herein below) in consideration of Investor’s payment of the Purchase Price to the Company pursuant to the terms of this Agreement.

NOW, THEREFORE, based upon the foregoing and the mutual promises in this Agreement, the parties agree as follows:

1. Investment . In exchange for Investor’s cash payment in the amount of $_________________.00 (the “ Purchase Price ”), the Company will issue, sell, transfer and assign to Investor a total of ________________ shares of Series B Convertible Preferred Stock , par value $0.001 per share (“ Series B Preferred ”) to be issued hereunder having the rights, preferences and limitations as set forth in the Certificate of Designation, in the form of Exhibit A hereto ( “Certificate of Designation” ). As soon as practicable after receipt of the Purchase Price, the Company shall deliver to the Investor the certificates evidencing the shares of Series B Preferred issued pursuant to this Agreement.

2. Termination . In the event the sale of the shares of Series B Preferred is not consummated for any reason, this Agreement and any other agreement entered into between the Investor and the Company shall thereafter have no force or effect, and the Company shall promptly return or cause to be returned to the Investor the Purchase Price remitted to the Company, without deduction therefrom.

3. Representations by Investor . In consideration of the Company’s issuance of Series B Preferred, Investor makes the following representations and warranties to the Company and to its principals, which warranties and representations shall survive the issuance of Series B Preferred by the Company:

(a) Prior to the time of purchase of any share of Series B Preferred, Investor has carefully reviewed this Agreement, and the Company’s filings with the Securities and Exchange Commission (the foregoing materials, together with this Agreement and any documents which may have been made available upon request as reflected therein, collectively referred to as the “ Public Information ”). Investor has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Investor’s understanding of the terms thereof and of the Company’s business and status thereof.

(b) Investor acknowledges that Investor 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 shares of Series B Preferred.

(c) The shares of Series B Preferred are being purchased for Investor’s own account for long-term investment and not with a view to immediately re-sell the shares of Series B Preferred. No other person or entity will have any direct or indirect beneficial interest in, or right to, the shares of Series B Preferred. Investor or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Investor to utilize the information made available to it in connection with the purchase of the shares of Series B Preferred to evaluate the merits and risks thereof and to make an informed investment decision.

(d) Investor hereby acknowledges that the issuance of the shares of Series B Preferred has not been reviewed by the United States Securities and Exchange Commission (the “ SEC ”) nor any state regulatory authority since the issuance of the shares of Series B Preferred is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. Investor acknowledges that the shares of Series B Preferred 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 Investor’s representations, warranties and agreements made herein.

(e) Investor 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 shares of Series B Preferred 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) Investor represents that Investor meets the criteria for participation because: (i) Investor 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 Investor’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, Investor is capable of evaluating the risk and merits of an investment in the shares of Series B Preferred and of protecting its own interests.

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

(h) Investor understands that the shares of Series B Preferred 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 Investor may not be able to sell or dispose of the shares of Series B Preferred, or to utilize the shares of Series B Preferred as collateral for a loan. Investor must not purchase the shares of Series B Preferred unless Investor has liquid assets sufficient to assure Investor that such purchase will cause it no undue financial difficulties, and that Investor can still provide for current and possible personal contingencies, and that the commitment herein for the shares of Series B Preferred, combined with other investments of Investor, is reasonable in relation to its net worth.

(i) Investor understands that the right to transfer the shares of Series B Preferred will be restricted unless the transfer is not in violation of the Securities Act, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of any share of Series B Preferred 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.

(j) Investor 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 shares of Series B Preferred, and has done so, to the extent Investor considers necessary.

(k) Investor 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 Investor of an investment in the Company. Investor will look solely to and rely upon its own advisers with respect to the tax consequences of this investment.

(l) Investor acknowledges that some of the information provided by the Company in connection with the purchase of the shares of Series B Preferred constitutes “material non-public information” within the meaning of Rule 10b-5 of the Exchange Act. Investor acknowledges and agrees that Investor 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 Current 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. Investor 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.

(m) All information which Investor has provided to the Company concerning Investor, 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.

(n) 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.

(o) The Investor hereby represents that the address of the Investor furnished by Investor on the signature page hereof is the Investor’s principal residence if Investor is an individual or its principal business address if it is a corporation or other entity.

(p) The Investor represents that the Investor has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the shares of Series B Preferred. This Agreement constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms.

(q) If the Investor 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.

(r) Investor 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.

(s) Investor acknowledges that at such time, if ever, as any of the shares of Series B Preferred is registered with the SEC, sales of such shares of Series B Preferred will be subject to state securities laws.

(t) Investor agrees not to issue any public statement with respect to the Investor’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.

4. Representations by the Company . The Company hereby represents and warrants to the Investor as follows:

(a) The Company is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. The Company has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

(b) The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and is valid, binding and enforceable against the Company in accordance with its terms.

(c) The Company’s Series B Preferred to be issued to the Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable.

(d) The Company’s common stock issuable to the Investor upon conversion of Series B Preferred, when issued and delivered in accordance with this Agreement and the Certificate of Designation, will be duly and validly issued and fully paid and nonassessable.

(e) The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(f) Neither the execution and delivery nor the performance of this Agreement by the Company will conflict with the Company’s Certificate of Formation, as amended, or Bylaws, or result in a breach of any terms or provisions of, or constitute a default under, any material contract, agreement or instrument to which the Company is a party or by which the Company is bound.

5. Agreement to Indemnify .

(a) Investor hereby agrees to indemnify and hold the Company, its principals, the Company’s officers, directors, attorneys, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns, harmless from any and all liabilities, damages, costs and expenses (including actual and reasonable attorneys’ fees) (collectively, “ Losses ”) which they may incur by reason of Investor’s breach of any of Investor’s representations, warranties or agreements contained in this Agreement, the Certificate of Accredited Investor Status, or any other document in connection with the purchase and sale of the shares of Series B Preferred.

(b) The Company hereby agrees to indemnify and hold the Investor, its principals, the Investor’s officers, directors, attorneys, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns, harmless from any and all Losses which they may incur arising from the Company’s breach of any of the Company’s representations, warranties or agreements contained in this Agreement or any other document in connection with the purchase and sale of the shares of Series B Preferred.

6. 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:

(a) 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):

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Floor

New York, NY 10006

Attn: Darrin M. Ocasio

(b) if to the Investor, to the Investor’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.

7. Investment Representation Binding on Heirs, etc . This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Investor. 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.

8. Execution Authorized . If this Agreement 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 Agreement and all other instruments in connection with the shares of Series B Preferred and the signature of the person is binding upon such entity.

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

10. 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.

11. 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 TEXAS 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 LOCATED IN THE STATE OF TEXAS IN AND FOR THE COUNTY OF DALLAS 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.

18. Limitation of Liability (Texas Security Act) . PURSUANT TO THE TEXAS SECURITIES ACT, ART. 581-1 ET SEQ. (THE “TEXAS SECURITIES ACT”), THE LIABILITY UNDER THE TEXAS SECURITIES ACT OF A LAWYER, ACCOUNTANT, CONSULTANT, THE FIRM OF ANY OF THE FOREGOING, AND ANY OTHER PERSON OR ENTITY ENGAGED TO PROVIDE SERVICES RELATING TO AN OFFERING OF SECURITIES OF THE COMPANY (SUCH PERSONS, “SERVICE PROVIDERS”) IS LIMITED TO A MAXIMUM OF THREE TIMES THE FEE PAID BY THE COMPANY OR SELLER OF THE COMPANY’S SECURITIES TO THE SERVICE PROVIDER FOR THE SERVICES RELATED TO THE OFFERING OF THE COMPANY’S SECURITIES, UNLESS THE TRIER OF FACT FINDS THAT SUCH SERVICE PROVIDER ENGAGED IN INTENTIONAL WRONGDOING IN PROVIDING THE SERVICES. BY BECOMING A PARTY TO THIS AGREEMENT, THE INVESTOR HEREBY ACKNOWLEDGES THE DISCLOSURE PROVIDED IN THIS SECTION 18.

19. Investor’s Information . (This must be consistent with the form of ownership selected below and the information provided in the Certificate of Accredited Investor Status ( Exhibit B hereto)).

Name (please print):
If entity named above,	By:
	Its:
Social Security or Taxpayer I.D. Number:
Business Address (including zip code):

Business Phone:
Residence Address (including zip code):

Residence Phone:
All communications to be sent to:
Business:	or	Residence Address:

Please indicate below the form in which you will hold title to your interest in the shares of Series B Preferred. PLEASE CONSIDER CAREFULLY. ONCE YOU HAVE BEEN ISSUED THE SHARES OF SERIES B PREFERRED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SHARES OF SERIES B PREFERRED AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS AGREEMENT, AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Investor should seek the advice of its attorney in deciding in which of the forms they should take ownership of the interest in the shares of Series B Preferred, 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.)

(Signature page follows)

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	“INVESTOR”




	(Signature)

	By:
	Its:

	“COMPANY”

	CALPIAN, INC., a Texas corporation

	By:
		Harold Montgomery
		President and CEO

[Signature Page]

EXHIBIT A

EXHIBIT B

CALPIAN, INC.

CERTIFICATE OF ACCREDITED INVESTOR STATUS

Except as may be indicated by the undersigned below, the undersigned is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has initialed the box below indicating the basis on which he is representing his status as an “accredited investor”:

o a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

o a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

o an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

o a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, at the time of this purchase exceeds $1,000,000 (excluding the value of the undersigned’s primary residence);

o a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

o a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;

o an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards; or

o an individual who is a director or executive officer of Calpian, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Accredited Investor Status effective as of this _______ day of ________, 201__.

	INVESTOR


	(Signature)

	By:
	Its:

[Signature Page to Certificate of Accredited Investor Status]