EXHIBIT 10.13
SUBSCRIPTION AGREEMENT
Protarga, Inc. PLEASE COMPLETE TWO COPIES OF THIS DOCUMENT
0000 X. Xxxxxx Xx. - Xxxxx 000 BY TYPING OR PRINTING USING BLACK INK ONLY.
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx IV, Vice President, Finance and Chief Financial Officer
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NUMBER OF SHARES SUBSCRIBED FOR: 62,500
TOTAL PRICE OF SHARES SUBSCRIBED FOR (@ $80.00 PER SHARE): $ 5,000,000
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A CHECK FOR THE ABOVE AMOUNT IS ENCLOSED, PAYABLE TO PROTARGA, INC.
I (the "Subscriber") hereby subscribe for the number of shares shown above (the
"Shares") of Series D Convertible Preferred Stock, $0.001 par value (the
"Preferred Stock"), of Protarga, Inc. (the "Company") on the terms described in
the Memorandum (defined in Paragraph 2). I understand that the Shares are being
offered by the Company in connection with a private placement (the "Private
Placement") only to accredited investors as defined in Regulation D under the
Securities Act of 1933, as amended (the "Act"). I understand that, in order to
purchase Shares, I must satisfy one of the criteria for an accredited investor
as set forth in Paragraph 5(viii) of this
Subscription Agreement.
In consideration for the acceptance by the Company of this
Subscription
Agreement, I hereby agree, represent and warrant as follows:
1. PAYMENT. Simultaneously with the execution and delivery of two counterparts
of this
Subscription Agreement executed by me, I am delivering to the Company
the amount set forth above as the purchase price of the Shares for which I have
subscribed, in the form of a check payable to Protarga, Inc. The foregoing shall
be sent to the Company by hand delivery to an officer of the Company, by Express
Mail or by overnight courier service.
If this subscription is accepted by the Company, two copies of this
Subscription
Agreement will be executed by the Company, one copy of which will be retained by
the Company and the remaining copy of which will be delivered to me together
with a stock certificate representing the Shares. I understand that my
subscription may be not be accepted by the Company, in which event the funds
which accompany this
Subscription Agreement will be returned promptly (without
interest or deductions) together with both copies of this
Subscription
Agreement.
2. RECEIPT OF MEMORANDUM. I hereby acknowledge receipt of a copy of the
Confidential Private Placement Memorandum dated October 1999, including all
exhibits thereto (the "Memorandum"), which exhibits are an integral part of the
Memorandum and are incorporated therein by reference.
3. AGREEMENT NOT TO SELL. I hereby agree not to sell, hypothecate or otherwise
dispose of the
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Shares unless the Shares have been registered under the Act and all applicable
state securities laws or, in the opinion of counsel for the Company, an
exemption from the registration requirements of the Act and all applicable state
securities laws is available.
4. ACKNOWLEDGMENTS. I hereby acknowledge and understand that:
(i) The Company will rely upon the information set forth herein in
determining whether I am an accredited investor.
(ii) An investment in the Shares is highly speculative in nature, involves a
high degree of risk, and I assume a substantial risk of the loss of my
entire investment in the Company.
(iii) The Company has determined that the exemptions from the registration
provisions of the Act and applicable state securities laws, which are
based upon non-public offerings, are applicable to the offer and sale
of the Shares, based, in part, upon the representations, warranties and
agreements made by me herein.
(iv) This subscription may be accepted or rejected in whole or in part in
the sole and absolute discretion of the Company, for any or no reason.
The Company shall have no obligation hereunder until the Company shall
execute and deliver to me a duly executed copy of this
Subscription
Agreement.
(v) Neither the Securities and Exchange Commission nor any state securities
commission has approved the securities offered in this Private
Placement or passed upon or endorsed the merits of this Private
Placement or confirmed the accuracy or determined the adequacy of the
Memorandum. The Memorandum has not been reviewed by any federal, state
or other regulatory authority.
(vi) The Company has made available to me at a reasonable time prior to my
investment the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and to obtain any
additional information regarding the Company which the Company
possesses or can acquire without unreasonable effort or expense that is
necessary to verify the information set forth in the Memorandum. I
understand that all documents, records and books pertaining to this
investment have been made available for inspection by me, and that the
books and records of the Company will be available, upon reasonable
notice, for inspection by shareholders during reasonable business hours
at the Company's principal place of business.
(vii) None of the Shares have been registered under the Act or any state
securities laws and thus I must bear the economic risk of the
investment indefinitely because none of the Shares may be sold,
hypothecated or otherwise disposed of unless subsequently registered
under the Act and all applicable state securities laws or an exemption
from such registration is available. Legends shall be placed on the
Shares to the effect that they have not been registered under the Act
and appropriate notations thereof will be made in the Company's stock
books.
(viii) Any transferee of my Shares may be required by the Company to fulfill
the investor suitability standards applied to me.
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5. REPRESENTATIONS AND WARRANTIES. I hereby represent and warrant that:
(i) I am acquiring the Shares solely for my own account for investment and
not with a view to resale or distribution.
(ii) I have adequate means, over and above the amount of my investment in
the Company, for providing for my current needs and possible
contingencies and have no need for liquidity of this investment. My
total commitment to investments which are not readily marketable is not
disproportionate to my net worth and will not become disproportionate
as a result of my investment in the Company.
(iii) I have not been furnished with any other materials or literature
relating to the offer and sale of the Shares except the Memorandum. I
am unaware of, and in no way relying on, any form of general
solicitation or general advertising in connection with the offer and
sale of the Shares.
(iv) I have carefully read the Memorandum. The Company has made available to
me all documents that I have requested relating to the Company and has
provided answers to all of my questions concerning the Private
Placement. In addition, I have had the opportunity to discuss this
investment with representatives of the Company and to ask questions of
them, and answers have been provided to my satisfaction. In evaluating
the suitability of an investment in the Company, I have not relied upon
any representations or other information (whether oral or written)
other than as set forth in the Memorandum or as contained in any
documents or answers to questions so furnished by me to the Company. No
oral representations have been made or oral information furnished to me
in connection with the offering of the Shares which were in any way
inconsistent with the Memorandum. I have sufficient knowledge and
experience in financial and business matters to be capable of
evaluating the merits and risks of this investment in the Shares.
(v) I recognize that investment in the Company involves a high degree of
risk, and I have taken full cognizance of and understand all of the
risk factors related to the purchase of the Shares, including, but not
limited to, those set forth in the Memorandum.
(vi) I have taken no action which would give rise to any claim by any person
for brokerage commissions, finders fees or the like relating to this
Subscription Agreement or the transactions contemplated hereby.
(vii) If this
Subscription Agreement is executed by a corporation,
partnership, association, joint stock company, trust, unincorporated
organization or other entity, (a) such entity was not formed for the
specific purpose of acquiring the Shares, (b) such entity is validly
existing under the laws of the state of its organization, and (c) the
consummation of the transactions contemplated hereby is authorized by,
and will not result in a violation of state law or its charter or other
organizational documents.
(viii) I meet at least one of the suitability standards for an accredited
investor, as set forth in the section headed "Investor Certification"
on page 10 hereof.
(ix) The issuance of the Shares to the Subscriber, to the extent such
issuance is governed by laws of a country other than the United States,
does not require any filing, registration or other action by the
Company in accordance with the local laws and customary practices and
documentation of such country.
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The foregoing representations and warranties and all other information which I
have provided to the Company concerning myself and my financial condition are
true and accurate as of the date hereof and shall be true and accurate as of the
date of notice by the Company of the acceptance of my subscription. If in any
respect such representations, warranties or information shall not be true and
accurate at any time prior to date of notice by the Company of the acceptance of
my subscription, I will immediately give written notice of such fact to the
Company, specifying which representations, warranties or information are not
true and accurate and the reasons therefor.
I hereby acknowledge that I understand the meaning and legal consequences of my
representations and warranties contained in Paragraph 5 of this Agreement, and I
hereby agree to indemnify and hold harmless the Company, and its respective
officers, directors, employees and agents from and against all loss, damage or
liability due to or arising out of a breach of any of my representations,
warranties or agreements contained in this Agreement.
6. PIGGYBACK REGISTRATION RIGHTS. (a) PIGGYBACK REGISTRATION. If the
Company, at any time during the two (2) years following the effective date of
the Company's underwritten initial public offering of its common stock, proposes
for any reason to register any shares of its common stock (the "PRIMARY SHARES")
under the Act (other than on Form S-4 or Form S-8 promulgated under the Act or
any successor forms thereto), then it shall promptly give written notice
(describing such Primary Shares and specifying the form and manner and the other
relevant facts involved in such proposed registration (including, without
limitation, the price (net of any underwriting commissions, discounts and the
like) at which such Primary Shares are reasonably expected to be sold)) to the
Subscriber of its intention to so register such Primary Shares and, upon the
written request, delivered within fifteen (15) days after the date of delivery
of any such notice by the Company, of the Subscriber to include in such
registration shares of common stock issuable upon conversion of the Shares (the
"Registrable Securities") (which request shall specify the number of Registrable
Securities proposed to be included in such registration), the Company shall use
its commercially reasonable efforts to cause all such Registrable Securities to
be included in such registration using the same underwriter or underwriters on
the same terms and conditions as the Primary Shares being sold in such
registration; PROVIDED, HOWEVER, that if the managing underwriter advises the
Company that in their opinion the inclusion of all Registrable Securities
proposed to be included in such registration would interfere with or adversely
affect the successful marketing (including pricing) of either the Primary Shares
proposed to be registered by the Company or any shares proposed to be registered
by any stockholder of the Company, then the number of Primary Shares and
Registrable Securities proposed to be included in such registration shall be
included in the following order: (i) FIRST, the Primary Shares; (ii) SECOND, to
the extent, if any, that the managing underwriter advises would not interfere
with or adversely affect the marketing (including pricing) of the Primary Shares
proposed to be registered by the Company, the Registrable Securities proposed to
be sold by the Subscriber and shares proposed to be sold by any other
stockholders of the Company, in each case, PRO RATA among them based upon the
number of Registrable Securities (or other shares) requested by such Subscriber
or other selling stockholder to be included in such registration.
Notwithstanding anything in this Agreement to the contrary, the Company will not
include Registrable Securities in any registration statement filed by the
Company hereunder if in the opinion of counsel to the Company the sale of the
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Registrable Securities in the manner contemplated by the holders of such
Registrable Securities may be effected without registration regardless of the
identity or status of the buyer(s) of such Registrable Securities. Also, the
Company will not include Registrable Securities in any registration statement
filed by the Company hereunder to cover Registrable Securities that are already
registered pursuant to a previous registration statement that is effective and
available for use by the holders of such Registrable Securities to effect sales
thereof at such time. Nothing in this Section 6(a) shall be construed as
limiting the Company's ability to grant registration rights after the date
hereof. In the event that the Company grants to any investor or investors
registration rights which are more beneficial than those granted to the
Subscriber hereunder, Subscriber shall be entitled to participate in such more
beneficial registration rights on a pro rata basis together with such investor
or investors.
(b) EXPENSES. All underwriting discounts and selling
commissions applicable to the Registrable Securities to be sold by the
Subscriber shall be borne by the Subscriber, in proportion to the number of
Registrable Securities sold by such Subscriber. The Company shall pay all
reasonable fees and expenses (including without limitation the reasonable fees
and expenses of counsel retained by the Subscriber) in connection with two (2)
registrations hereunder.
(c) INDEMNIFICATION.
(i) In connection with any registration of any
Registrable Securities under the Act pursuant to this Agreement, the Company
shall indemnify and hold harmless the Subscriber, and its directors and
officers, each underwriter, broker or any other person acting on behalf of such
selling Subscriber and each other person, if any, who controls any of the
foregoing persons within the meaning of the Act, (all of the foregoing,
collectively, the "INDEMNIFIED PERSONS") against any losses, claims, damages or
liabilities, joint or several (or actions in respect thereof) (including amounts
paid in connection with investigative proceedings (commenced or threatened) and
amounts paid in settlement of claims, if such settlement is made with the
Company's prior written consent, which shall not be unreasonably withheld or
delayed), and any legal or other expenses reasonably incurred by any Indemnified
Person in connection with investigating, defending against, or settling any of
the foregoing (all of the foregoing, collectively, the "INDEMNIFIABLE LOSSES"),
to which any of the Indemnified Persons may become subject under the Act or
otherwise, but only insofar as such Indemnifiable Losses arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in the registration statement under which such Registrable Securities
were registered under the Act, any preliminary prospectus or final prospectus
contained therein or otherwise filed with the Securities and Exchange Commission
(the "COMMISSION"), any amendment or supplement thereto or any document incident
to registration or qualification of any Registrable Securities, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading or, with respect to any prospectus, necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, or any violation by the Company of the Act or state securities or
blue sky laws applicable to the Company and relating to action or inaction
required of the Company in connection with such registration or qualification
under such state securities or blue sky laws; and shall reimburse such
Indemnified Person for any legal or other expenses
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reasonably incurred by any of them in connection with investigating, defending
against, or settling any such Indemnifiable Losses; PROVIDED, HOWEVER, that the
Company shall not be liable to any Indemnified Person in any such case to the
extent that any such Indemnifiable Losses (A) arise out of or are based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in said registration statement, preliminary prospectus, final prospectus,
amendment, supplement or document incident to registration or qualification of
any Registrable Securities in reliance upon and in conformity with written
information furnished to the Company by the Subscriber (or its representative)
or underwriter specifically for use in the preparation thereof, or (B) result
from the fact that any underwriter sold Registrable Securities to a person or
entity to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the final prospectus, as amended and
supplemented (as the case may be).
(ii) In connection with any registration of
Registrable Securities under the Act pursuant to this Agreement, the Subscriber
selling Registrable Securities shall indemnify and hold harmless the Company,
each director and officer of the Company, each underwriter, broker or other
person acting on behalf of such Subscriber, each person who controls any of the
foregoing persons within the meaning of the Act, and each other seller of shares
under such registration statement and each officer, director, partner and
employee of such seller, against any Indemnifiable Losses (in the same manner
and to the same extent as set forth in SECTION 6(C)(I)) arising out of or based
upon any statement or omission from such registration statement, any preliminary
prospectus or final prospectus contained therein or otherwise filed with the
Commission, any amendment or supplement thereto or any document incident to
registration or qualification of any Registrable Securities, if such statement
or omission was made in reliance upon and in conformity with written information
furnished to the Company or such underwriter by such Subscriber (or its
representatives) specifically for use in connection with the preparation of such
registration statement, preliminary prospectus, final prospectus, amendment,
supplement or document.
(iii) Promptly after receipt by an indemnified
party under this Section 6 of notice of the commencement of any action, suit,
proceeding, investigation or threat thereof made in writing for which such
indemnified party may make a claim under this Section 6, such indemnified party
shall deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party; provided,
however, that an indemnified party shall have the right to retain its own
counsel at its own expense (except as specifically provided below). The failure
to deliver written notice to the indemnifying party within a reasonable time
following the commencement of any such action shall not relieve such
indemnifying party of any liability to the indemnified party under this Section
6 except, if and to the extent that the indemnifying party is actually
prejudiced thereby, but in no event shall it relieve the indemnifying party of
any liability that it may have to any indemnified party otherwise than pursuant
to this Section 6. Any fees and expenses incurred by the indemnified party
(including any fees and expenses incurred in connection with investigating or
preparing to defend such action or proceeding) shall be paid to the indemnified
party, as incurred, within sixty (60) days of written notice thereof to the
indemnifying party (regardless of whether it is ultimately determined that an
indemnified party is
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not entitled to indemnification hereunder, but in such event such amounts shall
be immediately refunded). Any such indemnified party shall have the right to
employ separate counsel in any such action, claim or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be the expenses of such indemnified party unless (i) the indemnifying
party has agreed to pay such fees and expenses or (ii) the indemnifying party
shall have failed to promptly assume the defense of such action, claim or
proceeding or (iii) the named parties to any such action, claim or proceeding
(including any impleaded parties) include both such indemnified party and the
indemnifying party, and such indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to it which are
different from or in addition to those available to the indemnifying party and
that the assertion of such defenses would create a conflict of interest such
that counsel employed by the indemnifying party could not faithfully represent
the indemnified party, it being understood, however, that the indemnifying party
shall not, in connection with any one such action, claim or proceeding or
separate but substantially similar or related actions, claims or proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (together with appropriate local counsel) at any time
for all such indemnified parties. No indemnifying party shall be liable to an
indemnified party for any settlement of any action, proceeding or claim without
the written consent of the indemnifying party, which consent shall not be
unreasonably withheld.
7. PREEMPTIVE RIGHTS. (a) Subject to paragraph (d) and (e) below, prior to
issuing any new equity securities or securities convertible into equity
securities, the Company shall offer the Subscriber an opportunity to purchase
all or part of its pro rata portion of such securities offered on the same terms
and conditions as such new securities are otherwise being offered by providing
the Subscriber with a notice (the "Offering Notice") setting forth (i) the
Subscriber's pro rata portion of such new securities, (ii) the consideration to
be paid for such new securities and (iii) all other material terms of such
offer. The pro rata portion shall be computed by dividing the number of shares
of common stock (including the number of shares of common stock into which any
convertible securities may be converted) held by the Subscriber as of the date
of the Offering Notice by the total number of shares of common stock and the
number of shares of common stock into which any convertible securities then
outstanding may be converted. The Subscriber shall keep the terms and existence
of the Offering Notice, and of the offering that is the subject of the Offering
Notice, confidential.
(b) Within 14 days after receipt of the Offering Notice, the
Subscriber shall notify the Company if it wishes to exercise its right to
purchase all or part of its pro rata share of such new securities.
(c) To the extent that all new shares of common stock
referred to in the Offering Notice are not elected to be purchased by the
Subscriber as provided in Section 7(b) above, the Company may, during the
180-day period following the expiration of the period provided in Section 7(b)
above, offer the remaining unsubscribed portion of such new shares to any person
or persons at a price not less than 90% of, and upon terms no more favorable to
the offeree than, those specified in the Offering Notice.
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(d) The right of first offer in this Section 7 will not be
applicable to: (i) the issuance or sale of shares (or options therefor) to
employees, consultants or directors of the Company and its Subsidiaries, if any,
if approved by the Board; (ii) securities issued pursuant to any rights or
agreements, including options and warrants, whether issued before or after the
date hereof; (iii) securities issued in connection with any stock split, stock
dividend or reclassification by the Company; (iv) any other securities issued in
connection with an acquisition by the Company; (v) securities issued in
connection with a debt financing; or (vi) securities issued pursuant to a
strategic, development, licensing or marketing relationship or venture with a
third party.
(e) The right of first offer in this Section 7 will
terminate (i) upon the effectiveness of a registration statement for an
underwritten initial public offering of the Company's common stock, (ii) on the
date the Subscriber no longer holds all of the Preferred Stock purchased
pursuant to this Subscription Agreement and, if all or part of the Preferred
Stock is converted into common stock of the Company, then all of the shares of
common stock received upon such conversion, (iii) if the Company gives the
Subscriber a right of first offer pursuant to this Section 7 with respect to new
securities of the Company and the Subscriber elects not to exercise its right to
purchase all or part of such new securities, then on the date the Company sells
such new securities pursuant to Section 7(c) hereof, and (iv) if the Company
gives the Subscriber a right of first offer pursuant to this Section 7 with
respect to new securities of the Company and the Subscriber does not respond to
the Offering Notice within 14 days of receipt of the Offering Notice, then on
the date that is 14 days after the date the Subscriber received the Offering
Notice.
8. BOARD OF DIRECTORS.
(a) The Company agrees that, (A) the Company shall use
commercially reasonable efforts to cause to be elected to the Board of Directors
or appointed to the Board at the first meeting of the Board of Directors
following the date of this Subscription Agreement, one (1) director designated
by the Subscriber; and (B) thereafter for so long as the Subscriber shall hold
all of the Preferred Stock purchased pursuant to this Subscription Agreement
and, if all or part of the Preferred Stock is converted into common stock of the
Company, then all of the shares of common stock received upon such conversion,
at each annual meeting of the shareholders of the Company, and at each special
meeting of the shareholders of the Company called for the purpose of electing
directors of the Company, and at any time at which shareholders of the Company
shall have the right to, or shall, vote for directors of the Company, then, in
each such event, the Company shall nominate for election to the Board of
Directors one (1) director designated by the Subscriber. The parties hereto
agree that the Subscriber's designated director shall initially be Xx. Xxxxxx
Xxxxx. Any subsequent individual designated by the Subscriber shall be subject
to Board review and approval.
(b) In the event an investor or group (as such term is used in
regulation 13D-G of the Securities Exchange Act of 1934, as amended) of
investors invest in a subsequent round or rounds of financing an amount greater
than the aggregate investment in the Company made by
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the Subscriber and such investor or group of investors requests representation
on the Board of Directors, then the director designated by the Subscriber and
serving on the Board of Directors shall promptly resign, the rights granted to
the Subscriber in Section 8(a) hereof shall terminate and the Subscriber shall
have the right to have one person attend all meetings of the Company's Board of
Directors as an observer. The Company shall provide such observer with all
information provided to its Board of Directors, provided such person agrees: (A)
to keep such information confidential and return same to the Company upon the
request of the Company; (B) to be subject to the same xxxxxxx xxxxxxx policies
and restrictions as members of the Board of Directors; and (C) that such person
shall have no right to vote on any matter that comes before the Company's Board
of Directors.
9. BLUE SKY QUALIFICATION. My right to purchase Shares under this Subscription
Agreement is expressly conditioned upon the exemption from qualification of the
offer and sale of the Shares from applicable federal and state securities or
blue sky laws. The Company shall not be required to qualify this transaction
under the securities laws of any jurisdiction and, should qualification be
necessary, the Company shall be released from any and all obligations to
maintain its offer, and may rescind any sale contracted, in said jurisdiction.
10. BINDING ON HEIRS, ETC. This Subscription Agreement shall be binding upon my
heirs, estate, legal representatives, successors, and assigns.
11. ASSIGNMENT. Neither this Subscription Agreement, nor the rights hereunder,
may be transferred or assigned by me.
12. EXECUTION AUTHORIZED. If this letter is executed on behalf of a corporation,
partnership, trust or other entity, the undersigned has been duly authorized to
execute this Subscription Agreement, and all other instruments in connection
with the purchase of the Shares, and the signature of the undersigned is binding
upon such corporation, partnership, trust or other entity.
13. USE OF PRONOUNS. All pronouns and variations thereof used herein shall be
deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons referred to may require.
14. GOVERNING LAW. This Subscription Agreement shall be deemed to be made a
contract made under the laws of the Commonwealth of
Pennsylvania and for all
purposes shall be construed in accordance with the internal laws of such state
without regard to conflicts of laws principles.
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INVESTOR CERTIFICATION. I am an accredited investor because (CHECK ONE OR MORE
BOXES):
[ ] I am a natural person and I have a net worth, or my spouse and I have a
joint net worth, of at least $1,000,000. Net worth means the excess of
total assets at fair market value, including home and personal
property, over total liabilities.
[ ] I am a natural person and I have had individual income in excess of
$200,000, or joint income with my spouse in excess of $300,000, during
each of the last two years and I reasonably anticipate reaching the
same income level in the current year. Income means adjusted gross
income plus any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership,
deductions claimed for depletion, contributions to an XXX or Xxxxx
plan, alimony payments and amounts by which income from long-term
capital gains has been reduced in arriving at adjusted gross income.
[ ] I am a director or an executive officer of the Company.
[ ] The undersigned is an institutional investor that satisfies the
requirements of Section 501(a)(1),(2), or (3) of Regulation D
promulgated under the Act ("Regulation D").
[ X ] The undersigned is a corporation, partnership or a business trust that
satisfies the requirements of Section 501(a)(3) of Regulation D.
[ ] The undersigned is a trust not meeting the requirements of Section
501(a)(3) of Regulation D that satisfies the requirements of Section
501(a)(7) of Regulation D.
[ ] The undersigned is an entity in which all of the equity owners are
accredited investors.
TYPE OF OWNERSHIP. I hereby subscribe for the following type of ownership (CHECK
ONE BOX ONLY):
[ ] Individual.
[ ] Joint tenants with right of survivorship.
[ ] Tenants in common.
[ ] Community property.
[ ] Partnership.
[ X ] Corporation.
[ ] Trust. The undersigned is custodian, trustee or agent for (INSERT
NAME OF TRUST):
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IN WITNESS WHEREOF, I have caused this Subscription Agreement to be duly
executed this ___30th___ day of _________AUGUST_________, 2000.
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SUBSCRIBER CO-SUBSCRIBER
EQUITY FOR LIFE (BAHAMAS) (COMPLETE IF SHARES ARE TO BE JOINTLY OWNED)
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/s/ Lindsay Leggal-Xxxxx /s/ Xxxxx Xxxxxx
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Signature of Subscriber Signature of Co-Subscriber
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PRINT OR TYPE THE FOLLOWING INFORMATION: PRINT OR TYPE THE FOLLOWING INFORMATION:
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Name of Subscriber Name of Co-Subscriber
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Title, IF APPLICABLE Title, IF APPLICABLE
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Company Name, IF APPLICABLE Company Name, IF APPLICABLE
equity for life (Bahamas)
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BUSINESS Xxxxxx Xxxxxxx XXXXXXXX Xxxxxx Xxxxxxx
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City or Town City or Town
--------------- -------------------- --------------- --------------------
State Zip Telephone number State Zip Telephone number
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RESIDENCE Xxxxxx Xxxxxxx XXXXXXXXX Xxxxxx Xxxxxxx
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City or Town City or Town
---------------- -------------------- ---------------- --------------------
State Zip Telephone number State Zip Telephone number
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Social security number or taxpayer ID Social security number or taxpayer ID
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The undersigned hereby acknowledges acceptance of the above-described
subscription:
PROTARGA, INC. (DO NOT SIGN - FOR USE ONLY BY PROTARGA)
By: /s/ Xxxxxx Xxxxxx IV Date: AUGUST 30, 2000
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