EX-4.18 FORM OF SUBSCRIPTION AGREEMENT
ConSyGen, Inc.
000 Xxxxx 00.xx Xxxxxx
Xxxxx, XX 00000
SUBSCRIPTION AGREEMENT
____________________ , 2001
The Company is hereby offering, to a limited number of persons who are
accredited/sophisticated investors, shares of the Company's Common Stock, par
value $.003 per share (the "Common Stock"),. at a purchase price of $_.___ per
share. The initial offering period will remain open until the earlier of the
receipt of $500,000 in subscriptions from eligible investors, or
______________________, 2001. The Company reserves the right to extend the
Offering for an additional ninety (90) days.
All subscribers for the Common Stock must complete and execute the
questionnaire contained in this document. The completed documents must then be
returned to the company. Subscription from suitable prospective investors will
be accepted at the sole discretion of the Company after receipt of all
subscription documents, properly completed and executed, with appropriate
payment.
Your answers to the Questionnaire will be kept strictly confidential at all
times and will not be disclosed except to the Company, its counsel, to
governmental, regulatory and similar authorities as required.
The undersigned hereby subscribes to _______________ shares of ConSyGen,
Inc. (the "Company"), at a price of $_.___ per unit and has enclosed a certified
check, cashier's check or personal check made payable to ConSyGen, Inc., in the
amount of $ _________________.
In connection with the purchase of the shares, the undersigned
acknowledges, warrants and represents to the Company as follows:
(1) The undersigned is acquiring the shares for investment for its own
account and without the intention of participating, directly or indirectly, in a
distribution of the shares and not with a view towards resale or any
distribution of the shares, or any portion thereof.
(2) The undersigned (either alone or with its purchaser representative) has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of this investment and has consulted with its
own professional representatives as it has considered appropriate to assist in
evaluating the merits and risks of this investment. The undersigned has had
access to and an opportunity to question the officers of the Company, or persons
acting on their behalf, with respect to material information about the Company
and, in connection with its evaluation of this investment, has, to the best of
its knowledge, received all information and data with respect to the Company
that the undersigned has requested. The undersigned is acquiring the shares
solely upon its dependent examination and judgment as to the prospects of the
Company.
(3) The shares were not offered to the undersigned by means of publicly
disseminated advertisement or sales literature.
(4) The undersigned acknowledges that an investment in the shares is
speculative and the undersigned may have to continue to bear the economic risk
of the investment in the shares for an indefinite period. The undersigned
acknowledges that the shares are being sold to the undersigned without
registration under any state or federal law requiring the registration of
securities for sale. The transferability of the shares is restricted by
applicable federal and state securities laws and may be restricted under the
laws of other jurisdiction
(5) The undersigned is an "accredited investor" as such term is defined in
Appendix A or is a sophisticated investor who, either individually or together
with his purchaser representative is capable of evaluating the merits and risks
of an investment in the Company.
(6) In consideration of the acceptance of this subscription, the
undersigned agrees that the shares will be not offered for sale, sold or
transferred by the undersigned other than pursuant to an effective registration
under federal and state securities law or other jurisdiction applicable to the
transaction, and exemption available under such laws, or a transaction that is
otherwise in compliance with such laws.
(7) The undersigned understands that no U.S. federal or state agency has
passed upon the offering of the shares or has made any finding or determination
as to the fairness of any investment in the shares.
(8) The residence of the undersigned is as set forth below.
The undersigned agrees to indemnify and hold harmless the Company and its
officers, directors, stockholders, employees, agents and attorneys from and
against any and all costs, liabilities and expenses (including attorneys' fees)
arising out of or related in any way to any breach of any representation or
warranty contained herein.
ACCEPTANCE OF SUBSCRIPTION: SUBSCRIBER:
ConSyGen, Inc. __________________________________
Signature
__________________________________
Printed Name
__________________________________
By:_______________________________ Address
A. Xxxxx Xxxxxxxx, President
__________________________________
Dated:____________________________
