SUBSCRIPTION AGREEMENT
CANCER THERAPEUTICS, INC.
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
This Subscription Agreement (this "Agreement") is entered into as of the
date set forth below next to Subscriber's signature, by and between CANCER
THERAPEUTICS, INC., a Delaware corporation (the "Company" or "Issuer"), and the
Subscriber, (hereafter, the "Subscriber").
1. Subscription. The Subscriber hereby subscribes for _______________
shares of common stock of the Company, par value $0.001 per share (the "Shares")
for the purchase price of fifty cents ($0.50) per Share. The Subscriber hereby
tenders to the Company the amount of _________________Dollars
($________________) (the "Invested Amount") as payment for these Shares. This
Agreement is an irrevocable offer by the Subscriber to subscribe for the
securities offered by the Company, and, subject to the terms hereof, shall
become a contract for the sale of said securities upon the acceptance thereof by
the Company.
2. Acceptance. The Subscriber acknowledges that this Agreement is subject
to the Company's discretionary right to accept or reject the subscription
herein, in full or in part, and the Subscriber will be notified upon closing of
the offering (the "Acceptance Date") whether the Agreement has been accepted by
the Company. If this Agreement is rejected for any reason, the Company shall
promptly return to the Subscriber the Invested Amount submitted to the Company
with this Agreement without interest or deduction, and this Subscription
Agreement shall be null, void and of no effect. Acceptance of this Agreement by
the Company will be evidenced by the execution hereof by an officer of the
Company
3. Warranties of Company. The Company hereby represents and warrants that:
(a) The issuance of the Shares to the Subscriber upon the terms and
conditions set forth herein has been authorized by all requisite corporate
action;
(b) The Company is a corporation validly formed and existing in good
standing as of the date hereof in the State of Delaware; and
(c) Upon acceptance of this Agreement and delivery to the Subscriber of the
stock certificate(s) representing the Shares, such Shares shall be validly
issued, fully paid, and nonassessable.
4. Investment Risks. The Subscriber acknowledges that there are substantial
risks incident to the acquisition of the Shares, and the Subscriber recognizes
the speculative nature and risks of loss associated with investments of this
type.
5. Cancer Therapeutics, Inc. Prospectus. The Subscriber represents that it
has received a copy of Cancer Therapeutics, Inc.'s Prospectus dated
__________________, 2005,
including supplements and amendments thereto, concerning the operations and
prospects for the Company (the "Prospectus").
6. Accredited Investor. The Subscriber represents that the Subscriber is an
"accredited investor" in that the Subscriber meets one of the specific standards
set forth in Rule 501 of Regulation D of the Securities Act and generalized
below (please check applicable box):
A natural person whose individual net worth or joint net worth with
that person's spouse at the time of the purchase exceeds $1,000,000;
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 that person'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; or
A company or 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 sophisticated person as described in
Rule 506(b)(2)(ii) of Regulation D.
An entity in which all of the equity owners are accredited investors
(i.e. meet one of the criteria above).
Subscriber is not an accredited investor.
7. State of Residence or Domicile. The Subscriber represents that the
Subscriber's address of principal residence (for individual purchasers) or
principal office (for non-individual purchasers) is as follows:
___________________________________________
Street Address
___________________________________________
City State Zip Code
( ) /( )
___________________________________________
Tel. No Fax No.
8. Additional Representations of Subscriber. The Subscriber hereby
represents and warrants that:
(a) The Subscriber's representations in this Agreement are complete and
accurate to the best of the Subscriber's knowledge, and the Company may rely
upon them. The Subscriber will notify the Company immediately if any material
change occurs in any of this information before the sale of the Shares is
consummated.
(b) The Subscriber hereby agrees that the Subscriber does not have the
right to cancel this Subscription Agreement, which shall survive the death,
disability, or the cessation of
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existence as a legal entity, of the Subscriber.
Further the Subscriber agrees that the Subscriber does not have the right, and
will not attempt, to transfer its interest herein.
(c) The Subscriber shall indemnify and hold the Company harmless from any
costs and expenses, including reasonable attorney's fees, incurred by the
Company as a result of a breach hereof by the Subscriber. Further, all of the
representations and warranties of the Subscriber contained herein and all
information furnished by the Subscriber to the Company are true, correct and
complete in all respects, and the Subscriber agrees to notify the Company
immediately of any change in any representation, warranty or other information
set forth herein.
(d) This Agreement when executed and delivered by the Subscriber will
constitute a valid and legally binding obligation of the Subscriber, enforceable
in accordance with its terms. The Subscriber, if it is a partnership, joint
venture, corporation, trust or other entity, was not formed or organized for the
specific purpose of acquiring the Shares. The purchase of the Shares by the
Subscriber, if it is an entity investor, is a permissible investment in
accordance with the Subscriber's Articles of Incorporation, Bylaws, Partnership
Agreement, Declaration of Trust, or other similar charter document, and has been
duly approved by all requisite action by the entity's owners, directors,
officers or other authorized managers. The person(s) signing this document and
all documents necessary to consummate the purchase of the Shares has all
requisite authority to sign such documents on behalf of the Subscriber, if it is
an entity investor.
9. Execution of Subscription Agreement. The Subscriber represents that the
Subscriber has executed this Agreement either personally or by its duly
authorized representative and that the information that the Subscriber has
provided herein is both accurate and complete.
10. Power of Attorney of Spouse. If the Subscriber is a married person, the
Subscriber agrees to cause the Subscriber's spouse to execute this Agreement at
the space provided for that spouse's signature immediately following the
signature of the Subscriber, and by such signature hereto said spouse certifies
that said spouse is the spouse of the person who signed this Agreement, that
said spouse has read and approves the provisions hereof and hereby consents and
agrees to this Agreement and agrees to be bound by and accepts such provisions
of this Agreement in lieu of all other interests said spouse may hae in the
Company, whether such interests be community property or otherwise. Said spouse
grants to the Subscriber irrevocable power of attorney to represent said spouse
in all matters connected with the Company to the end that, in all cases, the
Company may rely on any approval, direction, vote or action taken by the
Subscriber, as said spouse's attorney in fact. Such power of attorney is, and
shall be deemed to be, coupled with an interest so that the authority granted
hereby may continue during the entire period of the Company and regardless of
the death or incapacity of the spouse granting the same. Said spouse further
agrees to execute, acknowledge and deliver such other and further instruments
and documents as may be required to evidence such power of attorney.
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11. Survival of Representations. The representations, warranties,
acknowledgments and agreements made by the Subscriber shall survive the
acceptance of this Agreement and run in favor of, and for the benefit of, the
Company.
12. Waiver. No waiver or modification of any of the terms of this Agreement
shall be valid unless in writing. No waiver of a breach of, or default under,
any provision hereof shall be deemed a waiver of such provision or of any
subsequent breach or default of the same or similar nature or of any other
provision or condition of this Agreement.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. Notices. Except as otherwise required in this Agreement, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon person delivery or upon deposit with the United
States Post Office, by registered or certified mail, postage prepaid, addressed
to the last known address of the party.
15. Non-assignability. The obligations of the Subscriber hereunder shall
not be delegated or assigned to any other party without the prior written
consent of the Company.
16. Expenses. Each party shall pay all of its costs and expenses that it
incurs with respect to the negotiation, execution and delivery of this
Agreement.
17. Entire Agreement. This Subscription Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous oral or written agreements or
understandings with respect to the subject matter hereof..
18. Amendments. This Agreement may be amended only in a writing that refers
to this Agreement and that it is signed by both parties hereto.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Subscriber or its duly authorized representative
has executed this Agreement on the date set forth on the attached signature
page.
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(Signature Page to Subscription Agreement with
CANCER THERAPEUTICS, INC.)
FOR INDIVIDUAL INVESTORS
SIGNATURE OF INDIVIDUAL INVESTOR:
__________________ ________________________________________________________
Date Name (please print)
__________________ ________________________________________________________
Social Security No. Signature
________________________________________________________
(Street Address)
________________________________________________________
(City, State, Zip)
________________________________________________________
Telephone and Facsimile Numbers
SIGNATURE OF INDIVIDUAL INVESTOR'S SPOUSE:
__________________ ________________________________________________________
Date Name (please print)
__________________ ________________________________________________________
Social Security No. Signature
Invested Amount:
$_______________ Please make checks payable to: CANCER THERAPEUTICS, INC."
Number of Shares Subscribed for Purchase: _________________________________
Subscriber hereby directs that the Shares be held as follows (check one):
____ Individual Ownership ____ Joint Tenants with right of Survivorship ____ Tenants in Common
____ Community Property ____ Other (specify):_______________________________________________
ACCEPTANCE BY THE COMPANY
This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC.
as of _____________________________________(the "Acceptance Date").
By_________________________________________
Its________________________________________
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(Signature Page to Subscription Agreement with
CANCER THERAPEUTICS, INC.)
FOR JOINT INVESTORS
SIGNATURES OF JOINT INVESTORS
__________________ ________________________________________________________
Date Name (please print)
__________________ ________________________________________________________
Social Security No. Signature
________________________________________________________
(Street Address)
________________________________________________________
(City, State, Zip)
________________________________________________________
Telephone and Facsimile Numbers
___________________ ________________________________________________________
Date Name (please print)
___________________ ________________________________________________________
Social Security No. Signature
________________________________________________________
(Street Address)
________________________________________________________
(City, State, Zip)
________________________________________________________
Telephone and Facsimile Numbers
Invested Amount: $_______ Please make checks payable to: "CANCER THERAPEUTICS,
INC."
Subscriber hereby directs that the Shares be held as follows (check one):
____ Individual Ownership ____ Joint Tenants with right of Survivorship ____ Tenants in Common
____ Community Property ____ Other (specify):_______________________________________________
ACCEPTANCE BY THE COMPANY
This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC.
as of _________________________________(the "Acceptance Date").
By_______________________________________________
Its______________________________________________
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(Signature Page to Subscription Agreement with
CANCER THERAPEUTICS, INC.)
FOR ENTITY
(CORPORATION, PARTNERSHIP, TRUST, or OTHER ENTITY)
SIGNATURE OF ENTITY INVESTOR
___________________ ________________________________________________________
Date Print Entity Name
___________________ ________________________________________________________
Federal I.D. Number Type of Entity
_______________________________________________________
Signature of Authorized Officer or Representative
_______________________________________________________
Title of Authorized Officer or Representative
Invested Amount: $_______ Please make checks payable to: "CANCER THERAPEUTICS,
INC."
ACCEPTANCE BY THE COMPANY
This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC.
as of ______________________________ (the "Acceptance Date").
By______________________________________________
Its_____________________________________________
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