FORM OF ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of January __, 1997, by and among
Neose Technologies, Inc., a Delaware corporation (the "Company"), Vector
Securities International, Inc. (the "Placement Agent") and Citibank N.A., a
national banking institution incorporated under the laws of the United States of
America (the "Escrow Agent").
WHEREAS, the Company proposes to sell an aggregate of
1,250,000 shares of its common stock, par value $.01 per share (the "Shares"),
for an aggregate of $ _______, all as described in the Company's registration
statement on Form S-1 (Registration No. 333- ) (which, together with all
amendments or supplements thereto is referred to herein as the "Registration
Statement");
WHEREAS, the Shares are being offered by the Company to
investors whom the Placement Agent has introduced to the Company, pursuant to
registration under the Securities Act of 1933, as amended, and pursuant to
registration or exemptions from registration under state securities laws;
WHEREAS, the offering of the Shares will terminate on
January __, 1997 (the "Closing Date") and, if subscriptions for the total number
of Shares being offered pursuant to the Registration Statement have not been
received by the Company on or before the Closing Date, no Shares will be sold
and all payments made by subscribers will be refunded by the Escrow Agent with
interest earned thereon, if any; and
WHEREAS, with respect to all subscription payments received
from subscribers, the Company proposes to establish an escrow account with the
Escrow Agent at the office of its Escrow Administration, 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxxx.
NOW THEREFORE, it is agreed as follows:
1. Establishment of Escrow. The Escrow Agent hereby agrees to
receive and disburse the proceeds from the offering of the Shares and any
interest earned thereon in accordance herewith.
2. Deposit of Escrowed Property. The Placement Agent, on
behalf of the subscribers for the Shares, shall from time to time, but in no
event later than 12:00 noon on the date following the date of receipt by the
Placement Agent, cause to be wired to or deposited with, or, cause the
subscribers for the Shares to wire or deposit with, the Escrow Agent funds or
checks of the subscribers delivered in payment for Shares (the "Escrowed
Property"). Such Escrowed Property shall be wired to or deposited with the
Escrow Agent not later than 12:00 noon on the date following the date on which
it is received by the Placement Agent. Any checks delivered to the Escrow Agent
pursuant to the terms hereof shall be made payable to or endorsed to the order
of the Escrow Agent. The Escrow Agent upon receipt of such checks shall present
such checks for payment to the drawee-bank under such checks. Any checks not
honored by the drawee-bank
thereunder after the first presentment for payment shall be returned to the
Placement Agent, on behalf of such subscriber, in the same manner notices are
delivered pursuant to Section 6. Upon receipt of funds or checks from the
Placement Agent, the Escrow Agent shall credit such funds and the amount of such
checks to a non-interest-bearing account (the "Escrow Account") held by the
Escrow Agent. If following the credit of the amount of any check to the Escrow
Account such check is dishonored, the Escrow Agent, if such dishonored check
amount shall have been invested pursuant to Section 3, shall liquidate to the
extent of such dishonored check amount such investments and debit the Escrow
Account for the amount of such dishonored check plus, if any, the amount of
interest and other income earned with respect to any investment of such
dishonored check amount.
3. Investment of Escrowed Property. The Escrow Agent on the
second business day ("business day" defined for purposes of this Escrow
Agreement as any day which is not a Saturday, a Sunday or a day on which banks
or trust companies in the City and State of New York are authorized or obligated
by law, regulation or executive order to remain closed) succeeding (unless such
deposit is made in federal or other immediately available or "same day" funds,
in which case, on the business day next succeeding) the credit of any
subscription proceeds to the Escrow Account pursuant to Section 2 and until
release of such proceeds in accordance with the terms hereof, shall deposit such
proceeds in a Citibank Money Market Deposit Account, pursuant to Rule 15c2-4
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, in accordance with the terms set forth on
Exhibit A hereto (made a part of this Escrow Agreement as if herein set forth).
The Escrow Agent shall in no event be liable for any loss resulting from any
change in interest rates applicable to proceeds invested pursuant to this
Section. Interest on proceeds invested pursuant to this Section shall accrue
from the date of investment of such proceeds until the termination of such
investment pursuant to the terms hereof and shall be paid as set forth in
Section 5.
4. List of Subscribers. The Placement Agent shall furnish or
cause to be furnished to the Escrow Agent, at the time of each deposit of funds
or checks pursuant to Section 2, a list, substantially in the form of Exhibit B
hereto, containing the name of, the address of, the number of Shares subscribed
for by, the subscription amount delivered to the Escrow Agent on behalf of, and
the social security or taxpayer identification number, if applicable, of each
subscriber whose funds are being deposited, and to which is attached a completed
W-9 form (or, in the case of any subscriber who is not a United States citizen
or resident, a W-8 form) for each listed subscriber. The Escrow Agent shall
notify the Placement Agent and the Company of any discrepancy between the
subscription amounts set forth on any list delivered pursuant to this Section 4
and the subscription amounts received by the Escrow Agent. The Escrow Agent is
authorized to revise such list to reflect the actual subscription amounts
received and the release of any subscription amounts pursuant to Section 5.
5. Withdrawal of Subscription Amounts. (a) If the Escrow
Agent shall receive a notice, substantially in the form of Exhibit C hereto (an
"Offering Termination Notice"), from the Company, the Escrow Agent shall (i)
promptly after receipt of such Offering Termination Notice and the clearance of
all checks received by the Escrow Agent as Escrowed Property, liquidate any
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investments that shall have been made pursuant to Section 3 and send to each
subscriber listed on the list held by the Escrow Agent pursuant to Section 4
whose total subscription amount shall not have been released pursuant to
paragraph (b) or (c) of this Section 5, in the manner set forth in paragraph
(e) of this Section 5, a check to the order of such subscriber in the amount of
the remaining subscription amount held by the Escrow Agent as set forth on such
list held by the Escrow Agent, and (ii) promptly after the fourth business day
of the month immediately following the month in which the investments made
pursuant to Section 3 were terminated pursuant to this paragraph, send, in the
manner set forth in paragraph (e) of this Section 5, a check to the order of
each such subscriber in the amount of interest and other income earned and not
yet paid with respect to any investment of such subscriber's funds. The Escrow
Agent shall notify the Company and the Placement Agent of the distribution of
such funds to the subscribers.
(b) In the event that (i) the Shares have been subscribed
for and funds in respect thereof shall have been deposited with the Escrow Agent
on or before the Closing Date and (ii) no Offering Termination Notice shall have
been delivered to the Escrow Agent, the Company and the Placement Agent, shall
deliver to the Escrow Agent a joint notice, substantially in the form of Exhibit
D hereto (a "Closing Notice"), designating the date on which Shares are to be
sold and delivered to the subscribers thereof as the Closing Date, which date
shall not be earlier than the clearance of any checks received by the Escrow
Agent as Escrowed Property, the proceeds of which are to be distributed on such
Closing Date, and identifying the subscribers and the number of Shares to be
sold to each thereof on such Closing Date. Such Closing Notice, unless the
parties otherwise agree, shall be delivered not less than two (2) nor more than
seven (7) business days prior to such Closing Date. The Escrow Agent, after
receipt of such Closing Notice and the clearance of such checks:
(i) on or prior to the Closing Date identified in such
Closing Notice, shall liquidate any investments that shall have been
made pursuant to Section 3 to the extent of the subscription amount to
be distributed pursuant to the immediately succeeding clause (ii);
(ii) on such Closing Date, pay to the Company and the
Placement Agent, in federal or other immediately available funds and
otherwise in the manner and amount specified by the Company and the
Placement Agent in such Closing Notice, an amount equal to the aggregate
of the subscription amounts paid by the subscribers identified in such
Closing Notice for the Shares to be sold on such Closing Date as set
forth on the list held by the Escrow Agent pursuant to Section 4; and
(iii) promptly after the fourth business day of the month
immediately following the month in which the investments made pursuant
to Section 3 were terminated pursuant to such Closing Notice, shall
send, in the manner set forth in paragraph (e) of this Section 5, a
check to the order of each subscriber identified in such Closing Notice
in the amount of interest and other income earned and not yet paid with
respect to any investment of each such subscriber's funds distributed on
such Closing Date. At the time of such transfer, the Escrow Agent shall
identify in writing to the Company and the Placement Agent the amount of
the interest earned for the account of each subscriber and the date such
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subscription was received.
(c) If at any time and from time to time prior to the
release of any subscriber's total subscription amount pursuant to paragraph (a)
or (b) of this Section 5 from escrow, the Company shall deliver to the Escrow
Agent a notice, substantially in the form of Exhibit E hereto (a "Subscription
Termination Notice"), to the effect that any or all of the subscriptions of such
subscriber have been rejected by the Company (a "Rejected Subscription"), the
Escrow Agent (i) promptly after receipt of such Subscription Termination Notice
and, if such subscriber delivered a check in payment of its Rejected
Subscription, after the clearance of such check, shall liquidate, to the extent
of the sum of such subscriber's Rejected Subscription amount as set forth in the
Subscription Termination Notice, any investments that shall have been made
pursuant to Section 3 and send to such subscriber, in the manner set forth in
paragraph (e) of this Section 5, a check to the order of such subscriber in the
amount of such Rejected Subscription amount, and (ii) promptly after the fourth
business day of the month immediately following the month in which the
investments made pursuant to Section 3 were terminated pursuant to this
paragraph, shall send to such subscriber, in the manner set forth in paragraph
(e) of this Section 5, a check to the order of such subscriber in the amount of
interest and other income earned and not yet paid with respect to any investment
of such subscriber's Rejected Subscription amount. At the time of such transfer,
the Escrow Agent shall identify in writing to the Company and the Placement
Agent the amount of the interest earned for the account of each subscriber and
the date such subscription was received.
(d) On a date following the transfer of any interest earned
for the account of each subscriber pursuant to Section 5(a), (b) or (c), but not
later than January 1, 1998, the Escrow Agent shall provide each subscriber with
tax form 1099 setting forth the amount of such interest.
(e) For the purposes of this Section 5, any check that the
Escrow Agent shall be required to send to any subscriber shall be sent to such
subscriber by first class mail, postage prepaid, at such subscriber's address
furnished to the Escrow Agent pursuant to Section 4.
6. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be (a) delivered
by hand or (b) sent by mail, registered or certified, with proper postage
prepaid, and addressed as follows:
if to the Company, to:
Neose Technologies, Inc.
000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Chief Executive Officer
with a copy to:
Xxxxxx Xxxxx & Xxxxxxx LLP
0000 Xxx Xxxxx Xxxxxx
-0-
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx, Esq.
if to the Placement Agent, to:
Vector Securities International, Inc.
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxxx
with a copy to:
Stroock & Stroock & Xxxxx
Seven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
if to the Escrow Agent, to:
Citibank N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxxx
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above-referenced manner. All such
notices and communications, if mailed, shall be effective when deposited in the
mails, except that notices and communications to the Escrow Agent and notices of
changes of address shall not be effective until received.
7. Concerning the Escrow Agent. To induce the Escrow Agent to
act hereunder, it is further agreed by the Company and Placement Agent that:
(a) The Escrow Agent shall not be under any duty to give
the Escrowed Property held by it hereunder any greater degree of care than it
gives its own similar property and shall not be required to invest any funds
held hereunder except as directed in this Escrow Agreement. Uninvested funds
held hereunder shall not earn or accrue interest.
(b) This Escrow Agreement expressly sets forth all the
duties of the Escrow Agent with respect to any and all matters pertinent hereto.
No implied duties or obligations shall be read into this Escrow Agreement
against the Escrow Agent. The Escrow Agent shall not be bound by the provisions
of any agreement among the other parties hereto except this Escrow Agreement.
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(c) The Escrow Agent shall not be liable, except for its
own negligence or willful misconduct, and, except with respect to claims based
upon such negligence or willful misconduct that are successfully asserted
against the Escrow Agent, and the other parties hereto shall jointly and
severally indemnify and hold harmless the Escrow Agent (and any successor Escrow
Agent) from and against any and all losses, liabilities, claims, actions,
damages and expenses, including reasonable attorneys' fees and disbursements,
arising out of and in connection with this Escrow Agreement. Without limiting
the foregoing, the Escrow Agent shall in no event be liable in connection with
its investment or reinvestment of any cash held by it hereunder in good faith,
in accordance with the terms hereof, including without limitation any liability
for any delays (not resulting from gross negligence or willful misconduct) in
the investment or reinvestment of the Escrowed Property, or any loss of interest
incident to any such delays.
(d) The Escrow Agent shall be entitled to rely upon any
order, judgment, certification, demand, notice, instrument or other writing
delivered to it hereunder without being required to determine the authenticity
or the correctness of any fact stated therein or the propriety or validity of
the service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it in good faith to be genuine and may assume, if in good
faith, that any person purporting to give notice or receipt or advice or make
any statement or execute any document in connection with the provisions hereof
has been duly authorized to do so.
(e) The Escrow Agent may act pursuant to the advice of
counsel with respect to any matter relating to this Escrow Agreement and shall
not be liable for any action taken or omitted in good faith and in accordance
with such advice.
(f) The Escrow Agent does not have any interest in the
Escrowed Property deposited hereunder but is serving as escrow holder only. Any
payments of income from the Escrow Account shall be subject to withholding
regulations then in force with respect to United States taxes. The parties
hereto will provide the Escrow Agent with appropriate W-9 forms for tax I.D.,
number certification, or non-resident alien certifications.
This paragraph (f) and paragraph (c) of this Section 7 shall
survive notwithstanding any termination of this Escrow Agreement or the
resignation of the Escrow Agent.
(g) The Escrow Agent makes no representation as to the
validity, value, genuineness or the collectibility of any security or other
document or instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to advise
any party as to the wisdom of selling or retaining or taking or refraining from
any action with respect to any securities or other property deposited hereunder.
(i) The Escrow Agent (and any successor escrow agent) at
any time may be discharged from its duties and obligations hereunder by the
delivery to it of notice of termination signed by both the Company and the
Placement Agent or at any time may resign by giving written
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notice to such effect to the Company and the Placement Agent. Upon any such
termination or resignation, the Escrow Agent shall deliver the Escrowed Property
to any successor escrow agent jointly designated by the other parties hereto in
writing, or to any court of competent jurisdiction if no such successor escrow
agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from
any and all further obligations arising in connection with this Escrow
Agreement. The termination or resignation of the Escrow Agent shall take effect
on the earlier of (i) the appointment of a successor (including a court of
competent jurisdiction) or (ii) the day that is 30 days after the date of
delivery: (A) to the Escrow Agent of the other parties' notice of termination or
(B) to the other parties hereto of the Escrow Agent's written notice of
resignation. If at that time the Escrow Agent has not received a designation of
a successor escrow agent, the Escrow Agent's sole responsibility after that time
shall be to keep the Escrowed Property safe until receipt of a designation of
successor escrow agent or a joint written disposition instruction by the other
parties hereto or any enforceable order of a court of competent jurisdiction.
(j) The Escrow Agent shall have no responsibility for the
contents of any writing of any third party contemplated herein as a means to
resolve disputes and may rely without any liability upon the contents thereof.
(k) In the event of any disagreement among or between the
other parties hereto and/or the subscribers of the Shares resulting in adverse
claims or demands being made in connection with the Escrowed Property, or in the
event that the Escrow Agent in good faith is in doubt as to what action it
should take hereunder, the Escrow Agent shall be entitled to retain the Escrowed
Property until the Escrow Agent shall have received (i) a final and
non-appealable order of a court of competent jurisdiction directing delivery of
the Escrowed Property or (ii) a written agreement executed by the other parties
hereto and consented to by the subscribers directing delivery of the Escrowed
Property, in which event the Escrow Agent shall disburse the Escrowed Property
in accordance with such order or agreement. Any court order referred to in (i)
above shall be accompanied by a legal opinion by counsel for the presenting
party satisfactory to the Escrow Agent to the effect that said court order is
final and non-appealable. The Escrow Agent shall act on such court order and
legal opinion without further question.
(l) As consideration for its agreement to act as Escrow
Agent as herein described, the Company agrees to pay the Escrow Agent fees
determined in accordance with the terms set forth on Exhibit F hereto (made a
part of this Escrow Agreement as if herein set forth). In addition, the Company
agrees to reimburse the Escrow Agent for all reasonable expenses, disbursements
and advances incurred or made by the Escrow Agent in performance of its duties
hereunder (including reasonable fees, expenses and disbursements of its
counsel).
(m) The other parties hereto irrevocably (i) submit to the
jurisdiction of any New York State or federal court sitting in New York City in
any action or proceeding arising out of or relating to this Escrow Agreement,
(ii) agree that all claims with respect to such action or proceeding shall be
heard and determined in such New York State or federal court and (iii) waive, to
the fullest extent possible, the defense of an inconvenient forum. The other
parties hereby consent to and grant any such court jurisdiction over the persons
of such parties and over the subject matter
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of any such dispute and agree that delivery or mailing of process or other
papers in connection with any such action or proceeding in the manner provided
hereinabove, or in such other manner as may be permitted by law, shall be valid
and sufficient service thereof.
(n) No printed or other matter in any language (including,
without limitation, the Registration Statement, notices, reports and promotional
material) which mentions the Escrow Agent's name or the rights, powers, or
duties of the Escrow Agent shall be issued by the other parties hereto or on
such parties' behalf unless the Escrow Agent shall first have given its specific
written consent thereto. The Escrow Agent hereby consents to the use of its name
and the reference to the escrow arrangement in the Registration Statement.
8. Miscellaneous.
(a) This Escrow Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their respective successors and
assigns, heirs, administrators and representatives, and the subscribers of the
Shares and shall not be enforceable by or inure to the benefit of any other
third party except as provided in paragraph (i) of Section 7 with respect to the
termination of, or resignation by, the Escrow Agent. No party may assign any of
its rights or obligations under this Escrow Agreement without the written
consent of the other parties.
(b) This Escrow Agreement shall be construed in
accordance with and governed by the internal law of the State of New York
(without reference to its rules as to conflicts of law).
(c) This Escrow Agreement may only be modified by a
writing signed by all of the parties hereto and consented to by the subscribers
of the Shares adversely affected by such modifications. No waiver hereunder
shall be effective unless in a writing signed by the party to be charged.
(d) This Escrow Agreement shall terminate upon the
payment pursuant to Section 5 of all amounts held in the Escrow Account.
(e) The section headings herein are for convenience only
and shall not affect the construction thereof. Unless otherwise indicated,
references to Sections are to Sections contained herein.
(f) This Escrow Agreement may be executed in one or more
counterparts but all such separate counterparts shall constitute but one and the
same instrument; provided that, although executed in counterparts, the executed
signature pages of each such counterpart may be affixed to a single copy of this
Agreement which shall constitute an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed as of the day and year first above written.
NEOSE TECHNOLOGIES, INC.
By:
--------------------------------
Name:
Title:
VECTOR SECURITIES INTERNATIONAL, INC.
By:
--------------------------------
Name:
Title:
CITIBANK N.A.
By:
--------------------------------
Name:
Title:
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EXHIBIT A
Citibank Insured Money Market Deposit Accounts
Deposits/Withdrawals may be made to the Citibank Money Market
Deposit Account ("MMDA") established under the Escrow Agreement to which this
Exhibit is attached only through the Escrow Account. All transaction and balance
reporting of the MMDA will be included as part of the Escrow Account Statement.
Activity in the MMDA will be reflected as the equivalent of dollars on deposit
in a Citibank Money Market Deposit Account. Deposits/Withdrawals to the MMDA
will be made only as permitted by the Escrow Agreement to which this Exhibit is
attached. The MMDA has certain regulatory restrictions as well as some minimum
requirements:
1. By regulation, Citibank, N.A. is required to reserve the
right to require seven days' prior notice of any withdrawals of funds from an
account; provided, however, that, if Citibank, N.A. elects to exercise its right
to require seven days' prior notice, it shall exercise such right as to all such
accounts established.
2. A daily balance of $10,000 must be maintained on deposit
in the MMDA. If the MMDA should fall below $10,000 on any day, Citibank, N.A.
will be authorized to transfer the remaining balance to the Escrow Account.
3. Rates will be determined by Citibank, N.A. and can be
determined by calling your custody account officer.
4. Balances up to $100,000 (total on deposit at Citibank,
N.A.) are FDIC-insured.
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EXHIBIT B
SUMMARY OF CASH RECEIVED
NEW PARTICIPANT DEPOSIT
Date:----------------------------
Deposit Date: List Number:---------------------
Investment Date: Page --- of ---------------------
Batch Number: Approved By:---------------------
JOB#:----------------------------
For Bank use only
TITLE:-------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
* *AMOUNT OF * *TAX ID NO./ | | FOR BANK
NAME * DEPOSIT *SHARES * ADDRESS |SOC.SEC. NO. * * USE ONLY
----------------------- ------------ ----------- -------------------------- ----------- -----------
* * * * * * TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-9(YR) NRA
* * * * * * W-8(YR)
* * * * * * 1008(87)
* * * * * *
----------------------------------------------------------------------------------------------------------------------------------
Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1008(87)
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* * * * * *
----------------------------------------------------------------------------------------------------------------------------------
Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1008(87)
* * * * * *
----------------------------------------------------------------------------------------------------------------------------------
Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1000(87)
* * * * * *
----------------------------------------------------------------------------------------------------------------------------------
Broker Misc. * * * * Misc. II * Misc. III |
* * * * * *
EXHIBIT C
[Form of Offering Termination Notice]
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Citibank, N.A.
Corporate Trust
Escrow Administration
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Dear :
C-2
Pursuant to Section 5(a) of the Escrow Agreement dated as of
___________, 1997 (the "Escrow Agreement") among NEOSE TECHNOLOGIES, INC., (the
"Company"), Vector Securities International, Inc. and you, the Company hereby
notifies you of the termination of the offering of the Shares (as that term is
defined in the Escrow Agreement) and directs you to make payments to subscribers
as provided for in Section 5(a) of the Escrow Agreement.
Very truly yours,
NEOSE TECHNOLOGIES, INC.
By: _______________________________
Name:
Title:
C-3
EXHIBIT D
[Form of Closing Notice]
________________, 1997
Citibank, N.A.
Corporate Trust
Escrow Administration
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Ladies and Gentlemen:
Pursuant to Section 5(b) of the Escrow Agreement dated as of ________,
1997, (the "Escrow Agreement") among Neose Technologies, Inc. (the "Company"),
Vector Securities International, Inc. and you, the Company hereby certifies that
it has received subscriptions for the Shares (as that term is defined in the
Escrow Agreement) and the Company will sell and deliver Shares to the
subscribers thereof at a closing to be held on ________, 1997 (the "Closing
Date"). The names of the subscribers concerned, the number of Shares subscribed
for by each of such subscribers and the related subscription amounts are set
forth on Schedule I annexed hereto.
Please accept these instructions as standing instructions for the
closing to be held on the Closing Date. The parties hereto certify that they do
not wish to have a call back regarding these
D-1
instructions.
We hereby request that the aggregate subscription amount be paid to the
Placement Agent and us as follows:
1. To the Company, $_________;
2. To Vector Securities International, Inc., $_________; and
3. To the Escrow Agent, $_________.
D-2
These instructions may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
Very truly yours,
NEOSE TECHNOLOGIES, INC.
By: _____________________________
Name:
Title:
VECTOR SECURITIES INTERNATIONAL, INC.
By: ______________________________
Name:
Title:
D-3
SCHEDULE I
----------
Name of Number of Subscription
Subscriber Shares Amount
---------- ------ ------
EXHIBIT E
[Form of Subscription Termination Notice]
Citibank, N.A.
Corporate Trust
Escrow Administration
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Dear :
Pursuant to Section 5(c) of the Escrow Agreement dated as of
January __, 1997 (the "Escrow Agreement") among Neose Technologies, Inc. (the
"Company"), Vector Securities International, Inc. and you, the Company hereby
notifies you that the following subscription(s) have been rejected:
E-1
Amount of Dollar
Subscribed Amount of
Name of Shares Rejected
Subscriber Rejected Subscription
---------- -------- ------------
Very truly yours,
NEOSE TECHNOLOGIES, INC.
By: ____________________________
Name:
Title:
E-2
EXHIBIT F
Fee to Citibank N.A.: $
F-1
