EXHIBIT 1(d)
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FORM OF SUBSCRIPTION AGREEMENT TO PURCHASE
SHARES OF COMMON STOCK OF THE COMPANY
SUBSCRIPTION AGREEMENT
SIGA Pharmaceuticals, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone Number (000) 000-0000
ATTN: Xxxxx X. Xx Xxxxx
President and Chief Executive Officer
Gentlemen:
The undersigned (the "Subscriber") hereby subscribes for and agrees to
purchase shares of Common Stock, par value $.0001 per share (the "Securities"),
of SIGA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), at a per
share purchase price of $5.00, in the amounts set forth on the Signature Page to
this Subscription Agreement (the "Signature Page") and on the terms set forth in
the Prospectus dated ___________, 1997 (the "Prospectus"), which is part of
Securities and Exchange Commission Registration Statement No. 333-______ (the
"Registration Statement"), and in this Subscription Agreement.
The Subscriber represents and warrants to the Company and covenants and
agrees with it as follows:
1. Payment; Escrow. (a) The Company has entered into an Escrow Agreement
(the "Escrow Agreement") with United States Trust Company of New York (the
"Bank"), and the Bank has established an escrow account (the "Escrow Account").
The Subscriber shall forthwith cause the full amount of the subscription price
to be paid by check, payable to "U.S. Trust Company of New York, as escrow agent
for SIGA Pharmaceuticals, Inc.," or wire transferred to the Escrow Account as
follows:
Chase XXX, XXX # 000000000
Xxxxxx Xxxxxx Xxxxxx Trust Company of New York
Account #:
Further Credit: SIGA Pharmaceuticals, Inc.
Account #:
Attn:
Subscriber Name: ________________
If the subscription price is paid by wire transfer, the Subscriber shall (i)
include the Subscriber's name in the wire transfer instructions; and (ii)
request from the bank or other financial institution that is originating the
transfer, the federal wire number with respect to the subscription and retain
that number for future reference. The Subscriber shall cause this Agreement,
appropriately executed and completed, to be mailed or otherwise delivered to the
Company at its address set forth above. Upon payment of the Subscription Price,
the Subscriber shall also send a copy of the completed signature page of this
Agreement via facsimile to Sunrise Securities Corp., Attention: Xx. Xxxxxxx
Xxxx, Facsimile No. 000-000-0000.
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(b) If by _________, 1997, or such later date, not later than
________, 1997, to which the offering contemplated by the Prospectus (the
"Offering") may be extended by Sunrise Securities Corp., the underwriter for the
Offering (the "Underwriter"), in its sole discretion, the proceeds of the sale
of 3,250,000 shares of Common Stock have been deposited in the Escrow Account
and the Escrow Agent has been notified by the Company and the Underwriter that
the Company has accepted subscription agreements for 3,250,000 shares of Common
Stock and that the other conditions for a closing of all or a portion of the
shares subject to the Offering have been met, and from time to time thereafter
after the Escrow Agent has been notified by the Company and the Underwriter that
the Company has accepted additional subscription agreements for shares of Common
Stock and that the other conditions for a closing of a portion of the shares
subject to the Offering have been met, the Escrow Agent will release the
purchase price of the Securities to the Company and the Company will, or will
cause its transfer agent to, mail promptly a certificate therefor to the
Subscriber at the address specified on the Signature Page or, if instructed to
do so on the Signature Page, deliver such Securities pursuant to alternate
delivery instructions. In any case, delivery will be effected physically and
not via DTC. Otherwise, the Escrow Agent will return such funds to the
Subscriber, without any deduction therefrom or interest thereon, by mailing a
check or by making a wire transfer. Except as otherwise agreed between the
Subscriber and the Company, certificates representing the Securities shall not
bear any legends restricting transfer.
2. Irrevocable; Rejection or Acceptance of the Subscription by the
Company. This Subscription Agreement is irrevocable by the Subscriber. The
Company may, in its sole discretion, accept or reject this Subscription
Agreement in whole or in part at any time. If the Company rejects the
Subscription Agreement in whole, the Company will promptly cause the Escrow
Agent to return the entire amount paid by the Subscriber in connection with this
Subscription Agreement, without interest thereon, by mailing a check or by
making a wire transfer. If the Company rejects the Subscription Agreement in
part, the Company will promptly cause the Escrow Agent to return the amount paid
by the Subscriber in connection with the portion of this Subscription Agreement
that is rejected, without interest thereon, by mailing a check or by making a
wire transfer. Unless and until the Company accepts this Subscription Agreement
and the Company receives payment in full for the Securities upon release of the
funds therefor from the Escrow Agent, the Subscriber will not become a holder of
the Securities subscribed for hereunder and such Securities will not be
considered issued or outstanding.
3. Prospectus. The Subscriber has received and reviewed the Prospectus.
4. Subscriber's Representations. The Subscriber (and with respect to
clause (a) below, each signatory executing this Subscription Agreement in a
representative or fiduciary capacity on behalf of any Subscriber) represents and
warrants that: (a) if such signatory is executing this Subscription Agreement in
a representative or fiduciary capacity, such signatory has full power and
authority to execute and deliver this Subscription Agreement in such capacity
and on behalf of his principal; and (b) this Subscription Agreement constitutes
a legal, valid and binding obligation of the Subscriber enforceable against the
Subscriber in accordance with its terms.
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5. Miscellaneous. This Subscription Agreement sets forth the entire
agreement of the parties with respect to the subject matter hereof and it
supersedes and discharges all prior agreements (written or oral) and
negotiations and all contemporaneous oral agreements concerning such subject
matter. This Subscription Agreement may not be amended or terminated except by
a writing signed by the party against whom any such amendment or terminations is
sought. If the Subscriber is more than one person, the obligation of the
Subscriber shall be joint and several. This Subscription Agreement is governed
by the laws of the State of New York.
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UPON PAYMENT OF THE SUBSCRIPTION PRICE, THIS PAGE SHOULD BE SENT VIA FACSIMILE
TO SUNRISE SECURITIES CORP., ATTENTION: XX. XXXXXXX XXXX, FACSIMILE NO. 212-421-
5924. PLEASE FOLLOW CAREFULLY ALL OF THE OTHER SUBSCRIPTION INSTRUCTIONS
CONTAINED IN PARAGRAPH 1 OF THIS AGREEMENT.
Number of shares subscribed for:_____________ Total Amount of Payment: $________
Please note that delivery of certificates
will be effected physically and not via DTC.
SIGN AND DATE HERE:
ADDRESS OF SUBSCRIBER:
_____________________________________
(Print Name of Subscriber)
_____________________________________ By:__________________________________
(Street) (Signature)
_____________________________________ _____________________________________
(City) (Print Name of Signatory)
_____________________________________ _____________________________________
(State) (Zip Code) (Print Title of Signatory)
_____________________________________ _______________________________, 1997
(Taxpayer Identification Number) (Date)
ALTERNATIVE DELIVERY INSTRUCTIONS:
================================================================================
ACCEPTED: Date:___________________, 1997
SIGA PHARMACEUTICALS, INC.
By:__________________________________
Authorized Officer
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