Exhibit 4.6
FORM OF SUBSCRIPTION AGREEMENT
HUMAN BIOSYSTEMS
A California corporation
This Subscription Agreement is made by and between Human BioSystems, a
California corporation (the "Company") and ______________________, the
undersigned prospective purchaser who is subscribing hereby for the Securities.
In consideration of the Company's agreement to accept the undersigned as a
holder of Stock upon the terms and conditions set forth herein, the undersigned
agrees and represents as follows:
A. SUBSCRIPTION
1. By executing this Subscription Agreement ("Agreement"), the
undersigned agrees to purchase an aggregate of ____________ shares of Common
Stock for an aggregate purchase price of $_____________, or $___________ per
share, upon acceptance of this offer by the Company, and tenders payment in full
herewith for such Securities (the "Payment").
2. The Payment will be returned promptly, without interest, in the
event that for any reason the purchase and sale of the Securities subscribed for
hereby is not consummated within 30 days following the date this Subscription
Agreement is duly executed and delivered by the undersigned (such date is
hereinafter referred to as the Closing Date) or in the event that the
undersigned's subscription is rejected.
B. GENERAL REPRESENTATIONS AND WARRANTIES
1. The undersigned hereby represents and warrants to, and agrees with
the Company, as follows:
(a) The Securities are being purchased for his own account and
not for the account of any other person.
(b) The undersigned has been furnished with and has carefully
read and fully understands the contents of the prospectus dated ___________,
2003 (the "Prospectus") and has read and fully understands the terms of this
Agreement.
(c) In evaluating the suitability of an investment in the Company, the
undersigned has not relied upon any representations or other information
(whether oral or written) from the Company, or any of its agents other than as
set forth in the Prospectus and has not relied on any other representations,
warranties or information (whether oral or otherwise) and no oral or written
representations or warranties have been made or oral or written information
furnished to the undersigned or his or her advisors, if any, in connection with
the offering of the Securities which were in any way inconsistent with the
Prospectus.
(d) The undersigned recognizes the Company has a limited financial and
operating history and that investment in the Company involves substantial risks,
and he or she has taken full cognizance of and understands all of the risk
factors related to the purchase of the Securities. Accordingly, the undersigned
represents that he or she fully understands that this is a highly speculative
investment and that there are substantial risks that the undersigned will suffer
a complete loss of his or her investment in the Securities.
(e) The undersigned has carefully considered and has, to the extent he or
she believes such discussion necessary, discussed with his or her professional
legal, tax and financial advisers the suitability of an investment in the
Company for his or her particular tax and financial situation and the
undersigned has determined that the Securities are a suitable investment.
(f) The undersigned, or if the undersigned is an entity, the person making
the investment decision on behalf of the entity, has the capacity, by reason of
the undersigned's or such person's business or financial experience (or that of
the undersigned's purchaser representative) to evaluate the merits and risks of
an investment in the Securities and to protect the undersigned's own interests
in connection with such investment and the undersigned is able to bear the
economic risk of such investment.
2. The foregoing representations and warranties are true and accurate as of
the date hereof, shall be true and accurate as of the date of the acceptance
hereof by the Company and shall survive thereafter. If such representations and
warranties shall not be true and accurate in any respect, the undersigned will,
prior to such acceptance, give written notice of such fact to the Company
specifying which representations and warranties are not true and accurate and
the reasons therefor.
C. UNDERSTANDINGS
1. The undersigned understands, acknowledges and agrees with the
Company as follows:
(a) This Subscription may be rejected, in whole or in part, by the
Company in its sole discretion, at any time prior to the execution and delivery
hereof by the Company, notwithstanding prior receipt by the undersigned of
notice of acceptance of the undersigned's subscription.
(b) This Subscription is and shall be irrevocable, except that the
undersigned shall have no obligations hereunder in the event that: (i) this
subscription is rejected for any reason or (ii) the purchase and sale of the
Securities subscribed for hereby are not consummated.
(c) No federal or state agency has made any finding or determination as
to the fairness of this offering for investment, nor any recommendation or
endorsement of the Securities.
2. The representations, warranties, understandings, acknowledgments and
agreements in this Agreement are true and accurate as of the date hereof, shall
be true and accurate as of the date of the acceptance hereof by the Company and
shall survive thereafter.
E. MISCELLANEOUS
1. All pronouns and any variations thereof used herein shall be deemed to
refer to the masculine, feminine, neuter, singular or plural as the identity of
the person or persons may require.
2. Neither this Subscription Agreement nor any provisions hereof shall be
waived, modified, changed, discharged, terminated, revoked or canceled except by
an instrument in writing signed by the party against whom any such waiver,
modification, change, discharge, termination, revocation or cancellation is
sought.
3. Notices required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently given when personally delivered or sent
by registered mail, return receipt requested, addressed to the other party at
the address of such party set forth herein, or to such other address furnished
by notice given in accordance with this Article E.
4. Failure of the Company to exercise any right or remedy under this
Subscription Agreement or any other agreement between the Company and the
undersigned, or otherwise, or delay by the Company in exercising such right or
remedy, shall not operate as a waiver thereof. No waiver by the Company shall
be effective unless and until it is in writing and signed by the Company.
5. This Subscription Agreement shall be enforced, governed and construed in
all respects in accordance with the laws of the State of California, as such
laws are applied by California courts to agreements entered into and to be
performed in California by and between residents of California, and shall be
binding upon the undersigned, his heirs, estate, legal representatives,
successors and assigns and shall inure to the benefit of the Company and its
successors and assigns.
6. In the event that any provision of this Subscription Agreement is
declared invalid or unenforceable by a court of competent jurisdiction under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.
7. This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes any and
all prior or contemporaneous representations, warranties, agreements and
understandings in connection therewith. This Subscription Agreement may be
amended only by a writing executed by all parties hereto.
8. Title to the Securities shall be taken as follows: (check one):
( ) Husband and wife, as community property;
( ) Joint Tenants;
( ) Tenants in common;
( ) Separate property;
( ) Living Trust;
( ) Corporation (Attach copy of resolution authorizing this investment);
( ) Partnership (Attach copy of partnership agreement);
( ) Custodian, Trustee (Attach copy of agreement);
( ) Other:
HUMAN BIOSYSTEMS
SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
This page constitutes the signature Page for the Subscription Agreement.
The undersigned represents to you that (a) the information contained herein is
complete and accurate on the date hereof and may be relied upon by you and (b)
the undersigned will notify you immediately of any change in any of such
information occurring prior to the acceptance of the subscription and will
promptly send you written confirmation of such change. The undersigned hereby
certifies that he has read and understands the Plan and this Subscription
Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ___ day of ____________, 200__.
_____________________ $ _____________________
Number of Shares of Total Purchase Price
Common Stock
_______________________________
NAME OF PURCHASER, Print or Type
(as it is to appear on the stock certificate)
_______________________________
Signature
_______________________________
_______________________________
Address
______________ __________________
Phone Number Social Security # or
Federal ID #
______________ __________________
Fax Number Email Address
_________________________________
Title of Authorized Signature if Purchaser
is a corporation, partnership or other entity
_________________________________
Signature of Spouse or Co-Owner
__________________________________
Social Security # of Spouse or Co-Owner
Accepted on __________, 200__
For Human BioSystems:
_______________________________
Xxxxx Xxxxxx, President and
Chief Executive Officer
IF PURCHASER IS A CORPORATION, PARTNERSHIP OR OTHER ENTITY; A COPY OF THE BOARD
OF DIRECTOR'S RESOLUTION AUTHORIZING THIS INVESTMENT; A COPY OF THE PARTNERSHIP
AGREEMENT; OR IN THE CASE OF ANY OTHER ENTITY A COPY OF SUCH AGREEMENT AUTHORING
THIS INVESTMENT MUST BE ATTACHED.
