NANOVIRICIDES, INC.
INVESTOR SUBSCRIPTION
AGREEMENT
(the
"Subscription Agreement") dated _______________, 2005 between NANOVIRICIDES,
INC.,
a
publicly owned Nevada corporation with principal offices at 000 Xxxx Xxxxxx,
Xxxx Xxxxx, Xxxxxxxxxxx 00000 (the "Company") and the person or persons
executing this Agreement on the last page (the "Subscriber"). All documents
mentioned herein are incorporated by reference.
1.
Description
of the Offering.
This
Subscription Agreement is for Series A Convertible Debentures (the
“Debentures”). This Offering (the “Offering”) is made only to accredited
investors who qualify as accredited investors pursuant to the suitability
standards for investors described under Regulation D of the Securities Act
and
who have no need for liquidity in their investments. The Debentures are being
offered at the minimum investment of $50,000. However, the Company reserves
the
right, in its sole discretion, to accept fractional subscriptions. Prior to
this
Offering there was no public market for the Debentures and no assurance can
be
given that a market will develop for the Debentures, or if developed, that
it
will be maintained so that any subscribers in this Offering may avail any
benefit from the same.
THE
SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK
AND
SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION
AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT
BE
TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER
SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.
2.
Terms
of the Offering. The
Company is offering a maximum of forty (40) Debentures for a maximum offering
of
Two Million Dollars ($2,000,000). The Debentures (the form of which is attached
hereto as Exhibit “A”) shall be repaid on the first anniversary of issuance (the
“Maturity Date”) and shall bear interest at the rate of nine percent (9%) per
annum. Interest shall be paid quarterly to debentureholders (the “Holder” or
“Holders”) in a number of shares of the Company’s common stock, par value $.001
per share (the “Common Stock”), equal to amount of interest owed upon the
Debenture, divided by the average closing price of the common stock for the
preceding fifteen (15) trading days prior to the close of the respective
quarterly period. The principal balance of the Debentures may be repaid, at
the
option of the Holder, in cash or a number of shares of Common Stock equal to
seventy percent (70%) of the average closing price of fifteen (15) trading
days
prior to the Maturity Date, not to exceed $.50 per share of Common Stock (the
“Holders’ Conversion Price”). The Company will have the right, but not the
obligation, to redeem the Debentures, if at the Maturity Date, the Holders’
Conversion Price is less than $0.25 (the “Redemption”). Any Debentures purchased
by the Company pursuant to the Redemption shall be paid in immediately available
funds with interest at the rate of fifteen percent (15%). If the Company
registers any securities for public resale, the Holders who acquired the
Debentures in the Offering will have the right to include any shares of Common
Stock in the Offering in such registration.
1
3.
Other
Terms of the Offering.
The
execution of this Subscription Agreement shall constitute an offer by the
Subscriber to subscribe for the Debentures in the amount and on the terms
specified herein. The Subscriber must also complete and execute the Subscriber
Questionnaire attached hereto. The Company reserves the right, in its sole
discretion, to reject in whole or in part, any subscription offer. If the
Subscriber's offer is accepted, the Company will execute a copy of this
Subscription Agreement and return it to Subscriber. The Company, may at its
sole
discretion, accept fractional subscriptions.
4.
Subscription
Payment.
Subscription for the Debentures requires a minimum total cash investment of
$50,000. The subscription price will be payable in full upon acceptance of
the
subscription. The Company reserves the right to accept fractional subscriptions.
5.
The
Company's Representations and Warranties.
The
Company hereby represents and warrants as follows:
(a)
The
Company warrants and covenants that there are no material misstatements or
omissions in this Subscription Agreement or any information provided of the
Offering documents herein.
(b)
The
Company is a corporation duly formed and in good standing under the laws of
the
State of Nevada with full power and authority to conduct its business as
presently contemplated; and
(c)
The
Company has the power to execute, deliver and perform this Subscription
Agreement and any other agreement contemplated herein;
6.
Subscriber's
Representations, Warranties and Covenants.
The
undersigned understands and acknowledges that the Shares are being offered
and
sold under one or more of the exemptions from registration provided for in
Section 3(b), 4(2) and 4(6) of the Securities Act of 1933, as amended (the
“Act”) including, Regulation D promulgated thereunder, that the undersigned
acknowledges that the Debentures are being purchased without the undersigned
being offered or furnished any offering literature, prospectus or other
material, financial or otherwise, and that this action has not been scrutinized
by the United States Securities and Exchange Commission or by any regulatory
authority charged with the administration of the securities laws of any state.
The undersigned hereby further represents and warrants as follows:
(a)
The
undersigned confirms that he understands and has fully considered, for purposes
of this investment, the risks of an investment in the Debentures and understands
that: (i) this investment is suitable only for an investor who is able to bear
the economic consequences or losing his entire investment, (ii) the purchase
of
the Debentures is a speculative investment which involves a high degree of
risk
of loss by the undersigned of his entire investment, and (iii) that there will
be no public market for the Debentures and accordingly, it may not be possible
for him to liquidate his investment in the Debentures in case of an emergency;
2
(b)
The
Subscriber is an "Accredited Investor" as defined in Rule 501(a) of Regulation
D
under the Securities Act. This representation is based on the fact that the
Subscriber, inter alia, is an accredited individual who, together with the
Subscriber’s spouse, have a net worth of at least $1,000,000 or the Subscriber,
individually, has had net income of not less than $200,000 during the last
two
years, and reasonably anticipates that the Subscriber will have an income of
at
least $200,000 during the present year and the next year;
(c)
If
the Subscriber is a corporation, partnership, trust or any unincorporated
association: (i) the person executing this Subscription Agreement does so with
full right, power and authority to make this investment; (ii) that such entity
was not formed for the specific purpose of making an investment in the Company;
and (iii) that all further representations and warranties made herein are true
and correct with respect to such corporation, partnership, trust and
unincorporated association;
(d)
The
address set forth below is the Subscriber's true and correct residence or place
of business, and the Subscriber has no present intention of becoming a resident
of any other state or jurisdiction;
(e)
The
Subscriber understands and agrees that the Company prohibits the investment
of
funds by any persons or entities that are acting, directly or indirectly, (i)
in
contravention of any U.S. or international laws and regulations, including
anti-money laundering regulations or conventions, (ii) on behalf of terrorists
or terrorist organizations, including those persons or entities that are
included on the List of Specially Designated Nationals and Blocked Persons
maintained by the U.S. Treasury Department's Office of Foreign Assets
Control(1) ("OFAC"), as such list may be amended from time to time,
(iii) for a senior foreign political figure, any member of a senior foreign
political figure’s immediate family or any close associate of a senior foreign
political figure(2), unless the Company, after being specifically
notified by the Subscriber in writing that it is such a person, conducts further
due diligence, and determines that such investment shall be permitted, or (iv)
for a foreign shell bank(3) (such persons or entities in (i) - (iv)
are collectively referred to as "Prohibited Persons").
(f) The
Subscriber represents, warrants and covenants that: (i) it is not, nor is any
person or entity controlling, controlled by or under common control with the
Subscriber, a Prohibited Person, and (ii) to the extent the Subscriber has
any
beneficial owners(4), (a) it has carried out thorough due diligence
to establish the identities of such beneficial owners, (b) based on such due
diligence, the Subscriber reasonably believes that no such beneficial owners
are
Prohibited Persons, (c) it holds the evidence of such identities and status
and
will maintain all such evidence for at least five years from the date of the
Subscriber's complete withdrawal from the Company, and (d) it will make
available such information and any additional information requested by the
Company that is required under applicable regulations.
(1) The
OFAC
list may be accessed on the web at xxxx://xxx.xxxxx.xxx/xxxx.
(2) Senior
foreign political figure means a senior official in the executive, legislative,
administrative, military or judicial branches of a foreign government (whether
elected or not), a senior official of a major foreign political party, or
a
senior executive of a foreign government-owned corporation. In addition,
a
senior foreign political figure includes any corporation, business or other
entity that has been formed by, or for the benefit of, a senior foreign
political figure. The immediate family of a senior foreign political figure
typically includes the political figure’s parents, siblings, spouse, children
and in-laws. A close associate of a senior foreign political figure is a
person
who is widely and publicly known internationally to maintain an unusually
close
relationship with the senior foreign political figure, and includes a person
who
is in a position to conduct substantial domestic and international financial
transactions on behalf of the senior foreign political figure.
(3) Foreign
shell bank means a foreign bank without a physical presence in any country,
but
does not include a regulated affiliate. A post office box or electronic address
would not be considered a physical presence. A regulated affiliate means
a
foreign shell bank that: (1) is an affiliate of a depository institution,
credit
union, or foreign bank that maintains a physical presence in the United States
or a foreign country, as applicable; and (2) is subject to supervision by
a
banking authority in the country regulating such affiliated depository
institution, credit union, or foreign bank.
(4) Beneficial
owners will include, but not be limited to: (i) shareholders of a corporation;
(ii) partners of a partnership; (iii) members of a limited liability company;
(iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor
trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual
who
established an XXX; (viii) the participant in a self-directed pension plan;
(ix)
the sponsor of any other pension plan; and (x) any person being represented
by
the Subscriber in an agent, representative, intermediary, nominee or similar
capacity. If the beneficial owner is itself an entity, the information and
representations set forth herein must also be given with respect to its
individual beneficial owners. If the Subscriber is a publicly-traded company,
it
need not conduct due diligence as to its beneficial owners.
3
(g) If
any of
the foregoing representations, warranties or covenants ceases to be true or
if
the Company no longer reasonably believes that it has satisfactory evidence
as
to their truth, notwithstanding any other agreement to the contrary, the Company
may, in accordance with applicable regulations, freeze the Subscriber's
investment, either by prohibiting additional investments, declining or
suspending any withdrawal requests and/or segregating the assets constituting
the investment, or the Subscriber's investment may immediately be involuntarily
withdrawn by the Company, and the Company may also be required to report such
action and to disclose the Subscriber's identity to OFAC or other authority.
In
the event that the Company is required to take any of the foregoing actions,
the
Subscriber understands and agrees that it shall have no claim against the
Company, and its respective affiliates, directors, members, partners,
shareholders, officers, employees and agents for any form of damages as a result
of any of the aforementioned actions.
(h) The
Subscriber agrees to indemnify and hold harmless the Company, its respective
affiliates, directors, members, partners, shareholders, officers, employees
and
agents from and against any and all losses, liabilities, damages, penalties,
costs, fees and expenses (including legal fees and disbursements) which may
result, directly or indirectly, from any inaccuracy in or breach of any
representation, warranty, covenant or agreement set forth in this Agreement.
(i)
The
Subscriber has received and read or reviewed, is familiar with and fully
understands the documents furnished by the Company. The Subscriber also fully
understands this Subscription Agreement and the risks associated with this
interest and confirms that all documents, records and books pertaining to the
Subscriber’s investment in the Debentures and requested by the Subscriber have
been made available or delivered to the Subscriber by the Company;
(j)
The
Subscriber has had an opportunity to ask questions of and receive answers from,
the Company or a person or persons acting on its behalf, concerning the terms
and conditions of this investment and confirms that all documents, records
and
books pertaining to the investment in the Debentures and requested by the
Subscriber has been made available or delivered to the Subscriber;
(k)
The
Subscriber will be acquiring the Debentures solely for the Subscriber's own
account, for investment and not with a view toward the resale, distribution,
subdivision or fractionalization thereof; and the Subscriber has no present
plans to enter into any such contract, undertaking, agreement or
arrangement;
4
(l)
The
Subscriber acknowledges and understands that prior to this Offering there was
no
public market for the Debentures and no assurance can be given that a public
market will develop for the Debentures offered hereby, or if developed, that
it
will be maintained so that any subscribers in this Offering may avail any
benefit from the same;
(m)
The
Subscriber's compliance with the terms and conditions of this Subscription
Agreement will not conflict with any instrument or agreement pertaining to
the
Debentures or the transactions contemplated herein; and will not conflict in,
result in a breach of, or constitute a default under any instrument to which
the
Subscriber is a party;
(n)
The
Subscriber will seek its own legal, tax and investment advice concerning tax
implications attendant upon the purchase of the Debentures and understands
and
accepts that the Company is relying upon this representation insofar as
disclosure of tax matters is concerned;
(o)
The
Subscriber hereby acknowledges and represents that the Subscriber is aware
of
the information set forth in this document and in any exhibits attached hereto;
and
(p)
The
foregoing representations and warranties are true and accurate as of the date
hereof and shall be true and accurate as of the date of delivery of the
subscription to the Company and shall survive such delivery. If, in any respect,
such representations and warranties shall not be true and accurate, the
Subscriber shall give written notice of such fact to the Company, specifying
which representations and warranties are not true and accurate and the reasons
therefor.
7.
Risk
Factors. THE SUBSCRIBER ACKNOWLEDGES THAT THERE ARE SIGNIFICANT RISKS ASSOCIATED
WITH THE PURCHASE OF THE DEBENTURES AND THAT SUCH SECURITIES ARE HIGHLY
SPECULATIVE AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD A TOTAL
LOSS
OF HIS OR HER ENTIRE INVESTMENT. The
Subscriber represents and warrants that he or she has carefully considered
and
reviewed the following risks in reaching a determination to purchase a
Debenture:
It
Is
Difficult to Evaluate the Company’s Business and Prospects Because It Does Not
Have Any Operating History
The
Company has already commenced operations but has yet to generate any revenues
from operations and is still in the development stage. The Company’s short
existence, coupled with its inability to transition out of the development
stage
and lack of working capital, makes it difficult to evaluate the Company’s
current business and prospects or to accurately predict its future revenue
or
results of operations. The Company’s revenue and income potential continue to be
unproven, and its business model is evolving. Accordingly, the Company is
subject to all of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to break into a difficult-to-penetrate and
rapidly changing industry segment.
5
The
Company May Never Earn a Profit
As
a
company that has yet to commence operations with an unproven business model,
the
Company may continue to be unprofitable. The Company continues to experience
losses and is economically and financially dependent upon the implementation
of
its business plan and the commencement of revenues from operations. The Company
expects that its losses and negative cash flow to continue for the foreseeable
future. The Company anticipates that its losses will increase significantly
from
current levels because it plans to significantly increase its expenditures
for
sales and marketing of its products and related services. With increased
expenses, the Company will need to generate significant revenue to achieve
profitability. Consequently, it is possible that the Company may never achieve
profitability, and even if it does achieve profitability, it may not sustain
or
increase profitability on a quarterly or annual basis in the future. The
inability to become profitable may result in the Company being required to
file
for protection under the federal bankruptcy laws.
The
Company is Undercapitalized, its Business Model is Unproven and it May Be Unable
to Continue its Business
If
the
Company is to survive, it will need to start generating revenue from operations
within three months from the date of this Offering. The continued conduct of
operations beyond three months will require the Company to raise additional
capital. Since any such additional financing will probably be private and
involve restricted (i.e., unregistered) securities, there can be little
assurance that the Company will be successful is raising any additional capital.
In addition, if the Company raises additional funds through the issuance of
equity securities, its stockholders will likely experience dilution of their
ownership interest, and the newly-issued securities may have rights superior
to
those of the shares held by present stockholders. If the Company raises
additional funds by issuing debt, it may be subject to limitations on its
operations, including limitations on the payment of dividends.
The
Company expects that its losses and negative cash flow to continue for the
foreseeable future. The Company anticipates that its losses will increase
significantly from current levels because it plans to significantly increase
its
expenditures for sales and marketing of its products. With increased expenses,
the Company will need to generate significant revenue to achieve profitability.
Consequently, it is possible that the Company may never achieve profitability,
and even if it does achieve profitability, it may not sustain or increase
profitability on a quarterly or annual basis in the future. The inability to
become profitable may result in the Company being required to file for
protection under the federal bankruptcy laws.
The
Company is Dependent Upon Its Executive Officers and Directors
The
Company’s success is dependent on the efforts and abilities of its officers and
directors. The Company currently does not have employment agreements with its
executive officers. Therefore, there can be no assurances that the Company
will
be able to retain its current officers and directors. The loss of the services
of any of these individuals could materially and adversely affect the
development of the Company’s business plan.
The
Company’s ability to attract and retain qualified technical, marketing and
management personnel is critical to its operations. While management believes
it
will be able to attract and retain sufficient professional employees to meet
its
needs, there can be no assurance that management is correct. If Company is
unable to employ the qualified employees needed, the Company may fail and may
be
required to file for protection under the federal bankruptcy laws.
6
The
Company Has Never Paid Dividends on Common Stock
The
Company has never paid dividends on its Common Stock since its inception and
does not intend to pay any dividends for the foreseeable future. No assurance
can be given that the Company will pay dividends at any time. The Company
presently intends to retain future earnings, if any, for financing its growth
and expansion.
The
Company is Subject to the Uncertainty of Intellectual Property
Rights
The
Company’s breach of an existing license or failure to obtain a license to
technology required to commercialize its product candidates may have a material
adverse effect on the Company's business, financial condition and results of
operations. Litigation, which could result in substantial costs to the Company,
may also be necessary to enforce any patents issued to the Company or to
determine the scope and validity of third party proprietary rights. If
competitors of the Company prepare and file patent applications in the United
States that claim technology also claimed by the Company, the Company may have
to participate in interference proceedings declared by the United States Patent
and Trademark Office to determine priority of invention, which could result
in
substantial cost to the Company, even if the eventual outcome is favorable
to
the Company. An adverse outcome could subject the Company to significant
liabilities to third parties and require the Company to cease using such
technology.
There
can
be no assurance that current and potential competitors and other third parties
have not filed or in the future will not file applications for, or have not
received or in the future will not receive, patents or obtain additional
proprietary rights relating to products or processes used or proposed to be
used
by the Company. Many non-United States jurisdictions allow oppositions by third
parties to granted patents and/or issued patents. The Company may have to
participate in opposition proceedings in non-United States jurisdictions to
prevent a third party from obtaining a patent that may be adverse to the
Company's interests. Also, the Company may have to defend against a third
party's opposition to a patent granted and/or issued to the Company. There
can
be no assurance that the Company will be successful in an opposition proceeding,
and participation in such a proceeding could result in substantial cost to
the
Company whether or not the eventual outcome is favorable to the Company.
Moreover, there is certain subject matter which is patentable in the United
States and not generally patentable outside of the United States and this may
limit the protection the Company can obtain on some of its inventions outside
of
the United States. For example, the scope of protection for pharmaceutical
inventions varies from country to country. These and/or other issues may prevent
the Company from obtaining meaningful patent protection outside of the United
States, which could have a material adverse effect on the Company's business,
financial condition and results of operations.
The
Company’s Business is Both Highly Competitive and Subject to Rapid Technological
Change
The
Company competes against a number of companies, many of which have longer
operating histories, established markets and far greater financial, advertising,
research and development, manufacturing, marketing, personnel and other
resources than the Company currently has or may reasonably be expected to have
in the foreseeable future. This competition may have an adverse effect on the
ability of the Company to expand its operations or to operate profitably. The
pharmaceutical industry in general, and the encrypted software segment in
particular, is highly competitive and characterized by rapid technological
change. The Company’s future performance will depend in large part upon its
ability to become and remain competitive and to develop, manufacture and market
acceptable products in these markets. Competitive pressures may necessitate
price reductions, which can adversely affect any revenues and profits. If the
Company is not competitive in its ongoing research and development efforts,
its
products and services may become obsolete, or be priced above competitive
levels. Although management believes that, based upon their performance and
price, the Company's services are attractive to customers, there can be no
assurance that competitors will not introduce comparable or technologically
superior products, which are priced more favorably than the Company's products
and services.
7
Lack
of Profitability
The
Company currently operates at a loss. No assurance can be given that the Company
will achieve sufficient revenues for profitability. We believe that we will
continue to incur operating and net losses for at least the foreseeable future.
The rate at which we will incur losses is expected to increase from current
levels for a period when we intend to increase our costs and expenses. Even
if
the Company attains profitability, there is no assurance that it can sustain
or
increase profitability on a quarterly or annual basis in the future. If revenues
grow slower than anticipated, or if operating expenses exceed expectations
or
cannot be adjusted accordingly, the Company’s business, results of operations
and financial condition will be materially and adversely affected.
Risks
Associated with Technological Change
The
market in which the Company will compete is characterized by rapidly changing
technology. Accordingly, the Company’s future success will depend on its ability
to adapt to rapidly changing technologies, its ability to adapt its services
to
meet evolving industry standards and its ability to continually improve the
performance, features and reliability of the Company’s products in response to
both changing customer demands and competitive product and service offerings.
The Company’s failure to successfully adapt to such changes in a timely manner
could have a material adverse effect on the Company’s business, results of
operations and financial condition.
Government
Regulation
The
Company’s operations are subject to national and international laws governing
the Company’s products and services. The failure of the Company to achieve
compliance with these regulations could have a material and adverse affect
upon
the Company’s operations.
8.
Responsibility.
The
Company or its officers and directors shall not be liable, responsible or
accountable for damages or otherwise to any Subscriber for any act or omission
performed or omitted by them in good faith and in a manner reasonably believed
by them to be within the scope of the authority granted to them by this
Subscription Agreement and in the best interests of the Company, provided they
were not guilty of gross negligence, willful or wanton misconduct, fraud, bad
faith or any other breach of fiduciary duty with respect to such acts or
omissions.
9.
Miscellaneous.
(a)
The
Company and the Subscriber hereby covenant that this Subscription Agreement
is
intended to and does contain and embody herein all of the understandings and
agreements, both written or oral, of the Company and the Subscriber with respect
to the subject matter of this Subscription Agreement, and that there exists
no
oral agreement or understanding, express or implied liability, whereby the
absolute, final and unconditional character and nature of this Subscription
Agreement shall be in any way invalidated, empowered or affected. There are
no
representations, warranties or covenants other than those set forth herein.
8
(b)
The
headings of this Subscription Agreement are for convenient reference only and
they shall not limit or otherwise affect the interpretation or effect of any
terms or provisions hereof.
(c)
This
Subscription Agreement shall not be changed or terminated except as set forth
herein. All of the terms and provisions of this Subscription Agreement shall
be
binding upon and inure to the benefit of and be enforceable by and against
the
successors and assigns of the Company and the heirs, executors, administrators
and assigns of the Subscriber.
(d)
A
modification or waiver of any of the provisions of this Subscription Agreement
shall be effective only if made in writing and executed with the same formality
as this Subscription Agreement. The failure of either the Company or the
Subscriber to insist upon strict performance of any of the provisions of this
Subscription Agreement shall not be construed as a waiver of any subsequent
default of the same or similar nature, or of any other nature or kind.
(e)
The
various provisions of this Subscription Agreement are severable from each other
and from the other provisions of this Agreement, and in the event that any
provision in this Subscription Agreement shall be held invalid or unenforceable
by a court of competent jurisdiction, the remainder of this Subscription
Agreement shall be fully effective, operative and enforceable.
(f)
Pronouns used herein are to be interpreted as referring to both the masculine
and feminine gender.
(g)
This
Subscription Agreement shall be construed and interpreted in accordance with
the
laws of the State of Nevada without reference to conflict of laws principle.
The
parties agree that in the event of a laws controversy arising out of the
interpretation, construction, performance or breach of this Subscription
Agreement, any and all claims arising out of, or relating to, this Subscription
Agreement shall be submitted by arbitration according to the Commercial
Arbitration Rules of the American Arbitration Association located in New York
City before a single arbitrator. Notwithstanding the prior sentence, any other
action commenced by either party herein shall be venued in the appropriate
court
of competent jurisdiction located in the county of New York, State of New York.
(h)
This
Subscription Agreement may be executed in one or more counterparts each of
which
shall be deemed an original and all of which together shall be deemed to be
one
and the same instrument.
9
THE
SUBSCRIBER ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS AGREEMENT, NO
REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE TO IT, OR TO ITS ADVISORS, BY
THE
COMPANY, OR BY ANY PERSON ACTING ON BEHALF OF THE COMPANY, WITH RESPECT TO
THE
INTERESTS, THE PROPOSED BUSINESS OF THE COMPANY, THE DEDUCTIBILITY OF ANY ITEM
FOR TAX PURPOSES, AND/OR THE ECONOMIC, TAX, OR ANY OTHER ASPECTS OR CONSEQUENCES
OF A PURCHASE OF AN INTEREST AND/OR ANY INVESTMENT IN THE COMPANY, AND THAT
IT
HAS NOT RELIED UPON ANY INFORMATION CONCERNING THE OFFERING, WRITTEN OR ORAL,
OTHER THAN THAT CONTAINED IN THIS SUBSCRIPTION AGREEMENT.
---------------The
rest of this page left intentionally left
blank.------------------
10
The
Subscriber hereby offers to purchase and subscribe to ____________ Debentures
and encloses payment of $50,000 per Interest for an aggregate investment of
$____________.
SIGNATURE
PAGE FOR
INDIVIDUALS
|
|
|
|
Signature
of Individual Subscriber
|
|
|
|
|
|
Name
of Individual Subscriber
|
|
|
|
|
|
(Print)
Xxxxxx Xxxxxxx - Xxxxxxxxx
|
|
|
|
|
|
(Xxxxx)
Xxxx, Xxxxx and Zip Code
|
|
|
Social
Security Number:
|
|
|
|
AGREED
TO AND ACCEPTED:
As
of
___________, 200_
By:
________________________
Xxxx
Xxxxx, President
---------------The
rest of this page left intentionally left
blank.------------------
11
The
Subscriber hereby offers to purchase and subscribe to _______________ Debentures
and encloses payment of $50,000 per Interest for an aggregate investment of
$____________.
SIGNATURE
PAGE FOR
PARTNERSHIPS
|
|
|
|
Name
of Company
|
|
|
By:
|
|
|
Signature
of General Partner
|
|
|
|
|
|
Name
and Title of Authorized
|
|
|
Signatory
(please print)
|
|
|
|
|
|
(Print)
Business Address
|
|
|
|
|
|
(Print)
City, State and Zip Code
|
|
|
Tax
Identification Number:
|
|
|
|
AGREED
TO AND ACCEPTED:
As
of
___________, 200_
By:
________________________
Xxxx
Xxxxx, President
---------------The
rest of this page left intentionally left
blank.------------------
12
The
Subscriber hereby offers to purchase and subscribe to _______________ Debentures
and encloses payment of $50,000 per Interest for an aggregate investment of
$____________.
SIGNATURE
PAGE FOR
CORPORATIONS
|
|
|
|
Name
of Corporation
|
|
|
By:
|
|
|
Signature
of Executive Officer
|
|
|
|
|
|
Name
and Title of Authorized
|
|
|
Signatory
(please print)
|
|
|
|
|
|
(Print)
Street Address
|
|
|
|
|
|
(Print)
City, State and Zip Code
|
|
|
|
|
|
Tax
Identification Number:
|
|
|
|
AGREED
TO AND ACCEPTED:
As
of
___________, 200_
By:
________________________
Xxxx
Xxxxx, President
O:\NANOVIRICIDES,
INC\Subscription Agreement 7-8-05.doc
13
COMPLETE
“SUBSCRIBER QUESTIONNAIRE” BELOW;
PROVIDE
REQUISITE ADDITIONAL INFORMATION
SUBSCRIBER
QUESTIONNAIRE
PERSONAL
DATA.
|
Full
Name
|
Residence
Telephone (Area Code Number)
|
|
|
Business
Telephone (Area Code Number)
|
||
|
Residence
or Principal Address (Street/City/State/Zip Code)
|
Birth
Date
|
|
|
Mailing
Address (if other than residence)
|
Citizenship
(U.S./Other)
|
|
|
Marital
Status
|
Social
Security/Taxpayer I.D. Number
|
|
|
Spouse’s
Full Name
|
E-mail
Address
|
|
|
Spouse’s
Social Security Number
|
Facsimile
Number (Area Code/Number)
|
ACCREDITED
INVESTOR.
If
Subscriber (or the entity on behalf of which Subscriber is acting) is an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D
promulgated under the Act, and, as such, falls within at least one of the
following categories, then please INITIAL each applicable
category.
|
______
|
(a)
|
A
bank or savings and loan association or other institution (acting
either
in an individual or fiduciary capacity), registered broker-dealer,
insurance company, registered investment company, or business development
company, or licensed “small business investment company,” or an employee
benefit plan which either is represented in a fiduciary capacity
by a
bank, savings and loan association, insurance company or registered
investment advisor, has total assets in excess of $5,000,000 or is
self-directed and the plan’s business investments are made solely by
accredited investors.
|
|
____
|
(b)
|
A
trust (i) with total assets in excess of $5,000,000, (ii) which was
not
formed for the specific purpose of acquiring the subject securities,
and
(iii) whose purchase is directed by a person who has such knowledge
and
experience in financial and business matters as to be capable of
evaluating the merits and risks of the prospective
investment.
|
|
_____
|
(c)
|
An
organization described in Section 501(c)(3) of the Internal Revenue
Code,
corporation or similar business trust, or partnership, not formed
for the
specific purpose of acquiring the subject securities, with total
assets in
excess of $5,000,000.
|
|
______
|
(d)
|
An
entity in which all of the equity owners are “accredited
investors.”
|
|
______
|
(e)
|
A
director or an executive officer of the Company.
|
|
______
|
(f)
|
A
natural person whose individual net worth, or joint net worth with
spouse
(if any), exceeds $1,000,000
|
|
______
|
(g)
|
A
natural person whose income in each of the two most recent calendar
years
exceeded $200,000 individually, or $300,000 jointly with spouse (if
any),
and who reasonably expects to reach that income level in the current
year.
|
14
