SUBSCRIPTION AGREEMENT
TO: MIRAVANT MEDICAL TECHNOLOGIES (the "Corporation")
1. The undersigned hereby irrevocably subscribes for and agrees to purchase,
subject to the terms and conditions of this Subscription Agreement, 58,909
common shares in the capital of the Corporation (the "Purchased Securities") for
an aggregate consideration of $2,000,000 (U.S.), representing a subscription
price of $33.95 (U.S.) per Purchased Security.
2. By executing this Subscription Agreement, the undersigned represents,
warrants and covenants to the Corporation (and acknowledges that the Corporation
and its counsel are relying thereon) that:
(a) the issue and sale of the Purchased Securities to it or, if
applicable, to any purchaser on whose behalf it is contracting
hereunder, is being made in reliance upon exemptions from the
requirements as to the involvement of a registered dealer, the filing
of a prospectus and the delivery of an offering memorandum as set out
in securities legislation in British Columbia relating to the sale of
the Purchased Securities;
(b) the Purchased Securities will be subject to certain resale
restrictions under applicable securities laws and that the undersigned
agrees to comply with such restrictions. The undersigned also
acknowledges that it has been independently advised with respect to
applicable resale restrictions, that no representation has been made
to it by or on behalf of the Corporation with respect thereto and that
it is solely responsible for complying with such restrictions (and the
Corporation is not in any manner responsible for ensuring such
compliance);
(c) it is aware of the characteristics of the Purchased Securities, the
risks relating to an investment therein and of the fact that it will
not be able to resell the Purchased Securities except in accordance
with limited exemptions under applicable securities legislation and
regulatory policy;
(d) it has not received, nor has it requested, nor does it have any need
to receive, any offering memorandum, or any other document (other than
financial statements, interim financial statements or any other
document, other than an offering memorandum, the content of which is
prescribed by statute or regulation) describing the business and
affairs of the Corporation which has been prepared for delivery to,
and review by, prospective purchasers in order to assist it in making
an investment decision in respect of the Purchased Securities and it
is not aware of any advertisement in printed media of general and
regular paid circulation, radio or television with respect to the
distribution of the Purchased Securities;
(e) it is a British Columbia corporation whose principal place of business
is in British Columbia, and at which this investment decision was
made;
(f) it is purchasing the Purchased Securities as principal for its own
account, not for the benefit of any other person, and not with a view
to the resale or distribution of the Purchased Securities;
(g) it has an aggregate acquisition cost of purchasing the Purchased
Securities of not less than $97,000;
(h) it has not been formed solely or primarily for the purpose of
purchasing the Purchased Securities pursuant to exemptions from the
prospectus and/or registration requirements of applicable securities
legislation;
(i) it will not resell or otherwise transfer or dispose of any of the
Purchased Securities except in accordance with the provisions of all
applicable securities laws;
(j) it has been afforded with full access to all relevant financial,
technical, operational and corporate information relating to the
Corporation and the Purchased Securities, has been afforded an
opportunity to ask such questions of the Corporation's officers,
employees, agents, accountants and representatives concerning the
foregoing and all other relevant matters as it has deemed necessary or
desirable, has been given all such information that has been requested
in order to assess and evaluate the Purchased Securities and the
merits and the risks of the transactions contemplated herein, and, as
a result, has acquired sufficient information concerning the
Corporation to make an informed and knowledgeable decision with
respect to the purchase of the Purchased Securities;
(k) this Subscription Agreement has been duly and validly authorized,
executed and delivered by and constitutes a legal, valid, binding and
enforceable obligation of the undersigned;
(l) it has such knowledge and experience in financial and business affairs
as to be capable of evaluating the merits and risks of its investment
in the Purchased Securities and is able to bear the economic risk of
loss of its investment;
(m) if required by applicable securities legislation, policy or order or
securities commission, stock exchange or other regulatory authority,
the undersigned will execute, deliver, file and otherwise assist the
Corporation in filing, such reports, undertakings, forms and other
documents with respect to the issue of the Purchased Securities as may
be required by any securities commission, stock exchange or other
regulatory authority;
(n) the Purchased Securities are not being purchased by the undersigned as
a result of any material information concerning the Corporation that
has not been publicly disclosed and the undersigned's decision to
tender this offer and acquire the Purchased Securities has not been
made as a result of any verbal or written representation as to fact or
otherwise made by or on behalf of the Corporation or any other person
and is based entirely upon currently available public information
concerning the Corporation;
(o) it understands that the Purchased Securities have not been and will
not be registered under the U.S. Securities Act or any state
securities law, and that the sale contemplated hereby is being made in
reliance on Rule 506 of Regulation D under the U.S. Securities Act
("Regulation D");
(p) it is an "accredited investor" as defined in Rule 501(a) of Regulation
D;
(q) if it decides to offer, sell or otherwise transfer the Purchased
Securities, such securities may be offered, sold or otherwise
transferred only (i) to the Corporation, (ii) outside the United
States in accordance with Rule 904 of Regulation S under the U.S.
Securities Act, or (iii) inside the United States in accordance with
(A) Rule 144A under the U.S. Securities Act to a person who the seller
reasonably believes is a Qualified Institutional Buyer (as defined in
Rule 144A) that is purchasing for its own account or for the account
of a Qualified Institutional Buyer to whom notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A, (B)
the exemption from registration under the U.S. Securities Act provided
by Rule 144 thereunder, if applicable, or (C) with the prior written
consent of the Corporation, another exemption from registration under
the U.S. Securities Act.
(r) all certificates representing the Purchased Securities, as well as all
certificates issued in exchange for or in substitution of the
foregoing securities, will bear a legend to the following effect:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"), THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF MIRAVANT MEDICAL
TECHNOLOGIES THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO MIRAVANT MEDICAL TECHNOLOGIES,
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) INSIDE THE
UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S.
SECURITIES ACT TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) THAT IS
PURCHASING FOR HIS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE
OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) THE
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (3) WITH THE
PRIOR WRITTEN CONSENT OF MIRAVANT MEDICAL TECHNOLOGIES, ANOTHER
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT."
provided that the legend shall be removed at any time after the first
anniversary of the date of issue of the Purchased Securities, upon
request by the holder of such securities;
(s) it understands and acknowledges that the Corporation may instruct its
registrar and transfer agent not to record a transfer without first
being notified by the Corporation that it is satisfied that such
transfer is exempt from or not subject to registration under the U.S.
Securities Act; and
(t) it acknowledges that, pursuant to British Columbia Securities
Commission Blanket Order BOR#95/17, an initial trade report in the
prescribed form in respect of the resale of the Purchased Securities
must be filed within 10 days of the initial trade of such securities
and where the undersigned has filed such an initial trade report, the
undersigned is not required to file a further report in respect of
additional trades of Purchased Securities acquired on the same date
and under the same exemption as the Purchased Securities that are the
subject of the initial trade report.
The undersigned acknowledges that the foregoing representations and
warranties are made by it with the intent that they may be relied upon in
determining the undersigned's eligibility to subscribe for and purchase the
Purchased Securities hereunder. The undersigned further agrees that, by
accepting the Purchased Securities on the Closing Date, it shall be representing
and warranting that the foregoing representations and warranties are true as at
the Closing Date with the same force and effect as if they had been made by it
at the Closing Time.
3. The Corporation represents, warrants and covenants to the undersigned (and
acknowledges that the undersigned is relying thereon) that:
(a) the Corporation and each of its subsidiaries is a valid and subsisting
corporation, duly incorporated or amalgamated and in good standing
under the laws of its jurisdiction of incorporation;
(b) the common shares of the Corporation are listed and posted for trading
on the National Market System of NASDAQ ("NASDAQ") and, to the best of
its knowledge, the Corporation is not in default of any of the listing
requirement of NASDAQ;
(c) the authorized share capital of the Corporation consists of 50,000,000
common shares, of which, as of May 26, 1998, 14,073,401 shares are
issued and outstanding as fully paid and non-assessable;
(d) the common shares of the Corporation are registered under Section
12(g) of the U.S. Securities Exchange Act of 1934, as amended, and the
Corporation has filed all material required by Section 13 or 15(d)
thereof during the 12 months prior to the Closing Date;
(e) no person, firm or corporation holds any securities convertible into
shares of the Corporation or has any agreement, warrant, option, right
or privilege being or capable of becoming an agreement, warrant,
option or right for the purchase, subscription or issuance of any
unissued securities of the Corporation, except pursuant to this
Agreement and, as of June 1, 1998, pursuant to options which are
exercisable or exchangable into an aggregate of not more than
2,327,461 common shares of the Corporation, and pursuant to warrants
which are exercisable or exchangable into an aggregate of not more
than 2,911,052 common shares of the Corporation;
(f) upon their issuance on the Closing Date, the Common Shares will be
validly issued and outstanding as fully paid and non-assessable
securities of the Corporation;
(g) on the Closing Date, the Common Shares will have been conditionally
approved for listing and posted for trading on the Exchange, subject
to the Corporation fulfilling all requirements of the Exchange in
connection therewith;
(h) the Corporation and each of its subsidiaries has the corporate power
and capacity to own and lease its assets and to carry on its business
as now conducted by it;
(i) the Corporation and each of its subsidiaries is conducting its
business in material compliance with all applicable laws, rules and
regulations of each jurisdiction in which its business is carried on
and is duly licensed, registered or qualified in all jurisdictions in
which it owns, leases or operates its property or carries on business
to enable its business to be carried on as now conducted and its
property and assets to be owned, leased and operated and all such
licences, registrations and qualifications are valid and subsisting
and in good standing, except in respect of matters which do not and
will not result in any material adverse change to the business,
business prospects or condition (financial or otherwise) of the
Corporation and its subsidiaries, on a consolidated basis;
(j) the audited financial statements of the Corporation for its fiscal
period ended December 31, 1997 (the "Corporation's Financial
Statements") present fairly the financial position and results of the
operations of the Corporation for the periods then ended and the
Corporation's Financial Statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent
basis;
(k) except as publicly disclosed, since December 31, 1997 there has not
been any adverse material change of any kind whatsoever in the
financial position or condition of the Corporation, or any damage,
loss or other change of any kind whatsoever in circumstances
materially affecting the business or assets of the Corporation, or the
right or capacity of the Corporation to carry on its business;
(l) there has not been any material change in the capital stock or
long-term debt or in the assets, liabilities or obligations (absolute,
accrued, contingent or otherwise) of the Corporation, and its
subsidiaries, on a consolidated basis, since December 31, 1997 that
has not been publicly disclosed;
(m) there has not been any material change in, and there have been no
material facts, transactions, events or occurrences which could
materially adversely affect, the business, business prospects,
condition (financial or otherwise) or results of the operations of the
Corporation, and its subsidiaries, on a consolidated basis, since
December 31, 1997 that has not been publicly disclosed;
(n) except as has been publicly disclosed, since December 31, 1997 the
Corporation and each of its subsidiaries has carried on its business
in the ordinary course;
(o) to the best of its knowledge, except as publicly disclosed, there are
no actions, suits, judgments, investigations or proceedings of any
kind whatsoever outstanding, pending or threatened by or against or
affecting the Corporation or its subsidiaries, if any, at law or in
equity or before or by any federal, provincial, state, municipal or
other governmental department, commission, board, bureau or agency,
domestic or foreign, of any kind whatsoever, which will materially
adversely affect the business, operations or financial condition of
the Corporation, and its subsidiaries, on a consolidated basis, or any
of its assets or properties, or which materially adversely affects or
may materially adversely affect the distribution of the Purchased
Securities or any action taken or to be taken by the Corporation
pursuant to or in connection with this Subscription Agreement and, to
the best of its knowledge, there is no basis therefor;
(p) no securities commission or similar regulatory authority in Canada has
issued any order preventing or suspending trading in any securities of
the Corporation;
(q) the Corporation will, prior to the Closing Time, fulfil all legal
requirements (including, without limitation, compliance with all
applicable securities laws) to be fulfilled by the Corporation to
enable the Purchased Securities to be offered for sale to the
undersigned as contemplated in this Subscription Agreement;
(r) to the best of its knowledge, the Corporation or, as applicable, each
of its subsidiaries, is not in default or breach of, and the execution
and delivery of, and the performance of and compliance with the terms
of this Subscription Agreement, does not and will not conflict with,
or result in any breach of or the acceleration of any indebtedness
under, or constitute a default under, and does not and will not create
a state of facts which, after notice or lapse of time or both, would
result in a breach of or constitute a default under, any term or
provision of the memorandum, articles, by-laws or resolutions of the
Corporation (including its subsidiaries), or any indenture, contract,
agreement (written or oral), instrument, lease or other document,
including without limitation the contracts to which the Corporation
(including its subsidiaries) is a party or by which it is bound, or
any judgment, decree, order, statute, rule or regulation applicable to
the Corporation (including its subsidiaries), which default or breach
might reasonably be expected to materially adversely affect the
business, operations, capital or condition (financial or otherwise) of
the Corporation (including its subsidiaries) or its assets or
properties;
(s) the Corporation has full corporate power and authority to enter into
this Subscription Agreement and to perform its obligations set out
herein and this Subscription Agreement has been duly authorized,
executed and delivered by the Corporation and is a legal, valid and
binding obligation of the Corporation, enforceable against the
Corporation in accordance with its terms except that:
(i) the enforcement thereof may be limited by bankruptcy,
insolvency and other laws affecting the enforcement of
creditors' rights generally;
(ii) equitable remedies including, without limitation, specific
performance and injunction may be granted only in the
discretion of a court; and
(iii)rights of indemnity, contribution and waiver of
contribution may be limited under applicable law;
(t) there is not, in the constating documents or by-laws of the
Corporation or in any agreement, mortgage, note, debenture, indenture
or other instrument or document to which the Corporation is a party,
any restriction upon or impediment to the declaration or payment of
dividends by the Corporation to the holders of its common shares. The
representations and warranties of the corporation contained in this
Subscription Agreement shall be true at the Closing Time as though
they were made at the Closing Time;
(u) set out in Schedule B hereto is a complete list of all plans and
arrangements under which options or other rights to acquire shares
have been granted by the Corporation, or under which shares of the
Corporation have been reserved for issuance, which, in each case, sets
forth the number of shares reserved for issuance under such plan or
arrangement and the number of options and/or similar rights
outstanding thereunder, in each case as of June 1, 1998;
(v) the Corporation agrees to file a Form D with respect to the Purchased
Securities with the U.S. Securities and Exchange Commission (the
"SEC") as required under Regulation D and to provide a copy thereof to
the undersigned within fifteen (15) days after the Closing Date. The
Corporation shall, on or prior to the Closing Date, take such action
as is necessary under all applicable Securities Laws (as defined
below) to sell the Purchased Securities to the undersigned in the
manner contemplated in this Agreement, and to provide evidence of any
such action so taken to the undersigned on or prior to the Closing
Date. "Securities Laws" shall mean the securities laws, rules and
regulations of Canada, of the United States, and of any state,
province or governmental or regulatory authority of Canada or of the
United States, including blue sky laws;
(w) the Corporation shall, for a period of 18 months after the Closing
Date, provided that it continues to be a reporting issuer under the
applicable securities laws of the United States of America and that
the undersigned continues to hold any of the Purchased Securities,
timely file all reports required to be filed with all applicable
securities regulatory authorities, and the Corporation shall not,
during such period, terminate its status as an issuer required to file
reports under any applicable Securities Law even if such Securities
Law would permit such termination;
(x) the Corporation shall, for a period of 18 months after the Closing
Date, provided that the undersigned continues to hold any of the
Purchased Securities and that the Corporation continues to be a
reporting issuer under the applicable securities laws of the United
States of America, send the following reports to the undersigned: (i)
within three (3) business days after the filing with any securities
regulatory authority, a copy of each annual, quarterly or other
periodic report, each proxy statement and each current report; and
(ii) within one (1) business day after release, a copy of each press
release issued by the Corporation or any of its subsidiaries;
(y) the Corporation shall, for a period of 18 months after the Closing
Date, provided that the Corporation continues to satisfy the listing
requirements of the National Market System of NASDAQ and that the
undersigned continues to hold any of the Purchased Securities,
continue the uninterrupted listing and trading of its common shares on
the National Market System of NASDAQ and on any other securities
exchange on which any of its securities may be or become listed and
traded, and comply in all respects with the Corporation's reporting,
filing and other obligations under the By-laws or rules of NASDAQ and
any such other securities exchange; and
(z) the Corporation will use the proceeds of the sale of the Purchased
Securities for working capital and/or such other purposes as
management or the Board of Directors of the Corporation shall
determine.
4. The sale of the Purchased Securities will be completed at the offices of Nida
& Xxxxxxx, the Corporation's counsel, in Santa Barbara, California at 10:00 a.m.
(Pacific daylight time), or such other time as the Corporation and the
undersigned may agree upon in writing (the "Closing Time") on June 2, 1998, or
such other date as the Corporation and the undersigned may agree upon in writing
(the "Closing Date"). The certificate for the Purchased Securities subscribed
for by the undersigned hereunder will, on the Closing Date, be issued and
registered in the name set out in the Registration Instructions below and will
promptly thereafter be delivered in accordance with the Delivery Instructions
below.
5. The obligation of the undersigned to complete the subscription contemplated
hereby will be subject to and conditional on the fulfilment on or before the
Closing Time of the following conditions, compliance with which may be waived in
whole or in part by the undersigned, at any time, in its discretion and upon
such terms as it may consider appropriate:
(a) the representations and warranties of the Corporation contained herein
will be true at and as of the Closing Time as though such
representations and warranties were made again at and as of such time;
(b) the Corporation will have performed and complied with all covenants,
agreements and conditions required hereby to be performed or complied
with by the Corporation prior to Closing Time;
(c) the Purchased Securities will have been approved for listing and
trading on the National Market System of NASDAQ, subject only to the
filing of all required documents and the payment of the required fees
within the times stipulated by NASDAQ;
(d) no order, judgment, injunction, decree, award or writ of any court,
tribunal, arbitrator, governmental agency or other person will have
been entered that prohibits or restricts the completion of the
subscription or which, in the opinion of the undersigned, acting
reasonably, could prevent or restrict any party hereto from performing
any of its obligations hereunder;
(e) the undersigned will have received a favourable written opinion of the
Corporation's counsel, dated the Closing Date, substantially in the
form attached hereto as Schedule A;
(f) the purchase by the Corporation of 2,691,904 common shares in the
capital of the undersigned, at an aggregate subscription price of Can.
$7,187,384, pursuant to a subscription agreement of even date; and
(g) the execution and delivery of a Strategic Alliance Agreement between
the Corporation and the undersigned, in form and substance acceptable
to each of them.
6. The obligation of the Corporation to complete the transactions contemplated
hereby will be subject to and conditional on the fulfillment on or before the
Closing Time of the following conditions, compliance with which may be waived in
whole or in part by the Corporation, at any time, in its discretion and upon
such terms as it may consider appropriate:
(a) the representations and warranties of the undersigned contained herein
will be true at and as of the Closing Time as though such
representations and warranties were made again at and as of such time;
(b) the undersigned will have performed and complied with all covenants,
agreements and conditions required hereby to be performed or compiled
with by the undersigned prior to the Closing Time;
(c) the Purchased Securities will have been approved for listing and
trading on the National Market System of NASDAQ, subject only to the
filing of all required documents and the payment of the required fees
within the times stipulated by NASDAQ;
(d) no order, judgment, injunction, decree, award or writ of any court,
tribunal, arbitrator, governmental agency or other person will have
been entered that prohibits or restricts the completion of the
subscription or which, in the opinion of the Corporation, acting
reasonably, could prevent or restrict any party hereto from performing
any of its obligations hereunder;
(e) the purchase by the Corporation of 2,691,904 common shares in the
capital of the undersigned, at an aggregate subscription price of Can.
$7,187,384, pursuant to a subscription agreement of even date; and
(f) the execution and delivery of a Strategic Alliance Agreement between
the Corporation and the undersigned, in form and substance acceptable
to each of them.
7. The undersigned agrees to deliver to the Corporation, not later than 5:00
p.m. (Pacific daylight time) at least two business days prior to the Closing
Date, a certified cheque or bank draft payable to the Corporation or its
counsel, Nida & Xxxxxxx, in trust, for the aggregate subscription price of the
Purchased Securities subscribed for under this Subscription Agreement or payment
of the same amount in such other manner as is acceptable to the Corporation.
8. This subscription may be accepted or rejected by the Corporation.
Confirmation of acceptance or rejection of a subscription will be forwarded to
the undersigned promptly after the acceptance or rejection of the subscription.
If this subscription is rejected, the undersigned understands that, if it has
delivered a certified cheque or bank draft representing the purchase price of
the Purchased Securities subscribed for, such cheque or bank draft will be
promptly returned to it without interest.
9. The undersigned agrees to indemnify and hold harmless the Corporation, and
its directors, officers, employees, agents, advisors and shareholders, from and
against any and all loss, liability, claim, damage and expense whatsoever
including, but not limited to, any and all fees, costs and expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, administrative proceeding or investigation commenced or threatened
or any claim whatsoever arising out of or based upon any representation or
warranty of the undersigned contained herein or in any document furnished by the
undersigned to the Corporation in connection herewith being untrue in any
material respect or any breach or failure by the undersigned to comply with any
covenant or agreement made by the undersigned herein or in any document
furnished by the undersigned to the Corporation in connection herewith.
10. The Corporation agrees to indemnify and hold harmless the undersigned, and
its directors, officers, employees, agents, advisors and shareholders, from and
against any and all loss, liability, claim, damage and expense whatsoever
including, but not limited to, any and all fees, costs and expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, administrative proceeding or investigation commenced or threatened
or any claim whatsoever arising out of or based upon any representation or
warranty of the Corporation contained herein or in any document furnished by the
Corporation to the undersigned in connection herewith being untrue in any
material respect or any breach or failure by the Corporation to comply with any
covenant or agreement made by the Corporation herein or in any document
furnished by the Corporation to the undersigned in connection herewith.
11. Before Closing Time, no party hereto will make any public statement or issue
any press release concerning the transactions contemplated herein, except as may
be necessary, in the opinion of counsel to the party making such disclosure, to
comply with the requirements of any applicable law, order, rule, regulation or
published policy of any regulatory authority having jurisdiction. Upon any
public statement or release being so required, the party making such disclosure
will consult with the other party prior to making any statement or issuing a
press release and the parties will use all reasonable efforts, acting
expeditiously and in good faith, to agree upon a text for such statement or
release which is satisfactory to each of them. If the parties fail to agree upon
such text, the party making the disclosure will make only such public statement
or release as its counsel advises in writing is legally required to be made.
12. The covenants, representations and warranties contained herein shall survive
the closing of the transactions contemplated hereby, notwithstanding any
investigation at any time made, or any evidence as to the truth or accuracy
thereof at any time accepted, by or on behalf of the other party.
13. The Corporation shall be entitled to rely on delivery of a facsimile copy of
this Agreement, and acceptance by the Corporation of such facsimile copy shall
be legally effective to create a valid and binding agreement between the
undersigned and the Corporation in accordance with the terms hereof.
14. This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of California and the federal laws of the United
States applicable therein. This Subscription Agreement is not transferable or
assignable by either of the parties hereto. Time shall be of the essence hereof.
DATED at the City of Vancouver, in the Province of British Columbia
this ______ day of June, 1998.
XILLIX TECHNOLOGIES CORP. ______________________________
(Name of Subscriber - please print) Address:
By:/S/
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Authorized Signature
_____________________________________ ______________________________
(Official Capacity or Title,- please print) (Telephone Number)
Registration Instructions: Delivery Instructions:
Register the Purchased Securities Deliver the Purchased Securities
as set forth below: as set forth below:
Name Name
Account reference, if applicable Account reference, if applicable
Address Contact Name
Telephone Number
ACCEPTANCE
Miravant Medical Technologies hereby accepts the above
subscription and agrees to be bound by all of the covenants and agreements on
its part set forth above as of this _________ day of June, 1998.
MIRAVANT MEDICAL TECHNOLOGIES
Per:/S/
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Per:/S/
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SCHEDULE A
FORM OF LEGAL OPINION
SCHEDULE B
PLANS AND ARRANGEMENTS
