Exhibit 10.60
ACCREDITED INVESTOR
SUBSCRIPTION AGREEMENT
Subscription Agreement for the
Purchase of Hemispherx Biopharma, Inc. Common Stock
Subject to the terms and conditions hereof, Value Management & Research
("Undersigned"), hereby irrevocably subscribes for and agrees to purchase an
aggregate of 750,000 shares ("Shares") of the common stock of Hemispherx
Biopharma, Inc. ("Company") at a purchase price of $3.00 per Share. The
Undersigned agrees to purchase 400,000 of the Shares as of the date hereof and
350,000 of the Shares no later than September 15, 1998. The Undersigned
irrevocably agrees to tender payment in the amount of $1,200,000 to the Company
for the payment of 400,000 Shares upon execution of this Subscription Agreement,
and $1,050,000, representing payment for 350,000 Shares, no later than September
15, 1998. Time is of the essence. The purchase price shall be paid by check,
subject to collection, or by wire transfer, made payable to the order of
"Silverman, Collura, Xxxxxxx & Xxxxxxx, Escrow Account". The Company shall have
the right to reject this subscription in whole or in part. In the event that the
Company rejects the subscription in whole or in part, the Company shall cause
the entire purchase price (if the subscription is rejected in whole) or that
portion thereof corresponding to the Shares not sold pursuant to this
subscription agreement (if the subscription is rejected in part) to be returned
to the Undersigned forthwith.
1. The Undersigned, in order to induce the Company to accept this subscription
agreement represents, warrants and covenants to the Company as follows:
(a) The Undersigned acknowledges that the Shares being purchased hereunder
have not been registered under the Securities Act of 1933, as amended
("Securities Act"), or the securities laws of any State; (ii) absent an
exemption from registration contained in those laws, the issuance and sale of
the Shares require registration; and (iii) the Company's reliance upon any such
exemption is invariably based upon the Undersigned's representations,
warranties, and agreements contained in the Subscription Agreement.
(b) The Undersigned agrees that this Subscription Agreement is and shall
be irrevocable unless it has not been accepted by the Company.
(c) The Undersigned has carefully read and considered all disclosures
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998 (collectively the "Exchange Act Reports").
The undersigned understands that an investment in
the Shares or a speculative investments with a high degree of risk of loss, and
there are substantial restrictions on the transferability of the Shares. The
Undersigned acknowledges that no offering memorandum has been distributed
regarding the Shares and that the Undersigned has been given the opportunity to
ask questions of, and receive answers from, the Company concerning the terms and
conditions of this Subscription Agreement and to obtain such additional written
information, to the extent the Company possesses such information or can acquire
it without unreasonable effort or expense, necessary to verify the accuracy of
same, as the Undersigned desires in order to evaluate the investment. The
Undersigned further acknowledges that the Undersigned has received no
representations or warranties from the Company, or their respective employees or
agents in making this investment decision.
(d) The Undersigned acknowledges that the Undersigned has investigated the
Company's business, financial conditions, current state of affairs, planned
business and other matters necessary in order for the Undersigned to make an
informed investment decision regarding the purchase of the Shares.
(e) The Undersigned acknowledges that the Undersigned is purchasing the
Shares without being furnished any prospectus, offering memorandum or written
description of the Company, its business and/or its future plans, and has relied
solely upon the Exchange Act Reports and the Undersigned's own investigation
into the Company and its proposed operations.
(f) The Undersigned is aware that the purchase of the Shares is a
speculative investment involving a high degree of risk and that there is no
guarantee that the Undersigned will realize any gain from this investment, and
that the entire investment could be lost.
(g) The Undersigned understands that no federal or state agency has made
any finding or determination regarding the fairness of this Offering, or any
recommendation or endorsement of this Offering.
(h) The Undersigned is purchasing the Shares for the Undersigned's own
account, with the intention of holding the Security with no present intention of
dividing or allowing others to participate in this investment or of reselling or
otherwise participating, directly or indirectly,
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in a distribution of the Security, and shall not make any sale, transfer, or
pledge thereof without registration under the Securities Act and any applicable
securities laws of any state or unless an exemption from registration is
available under those laws.
(i) The Undersigned will not sell short in any manner the Shares.
(j) The Undersigned is financially able to bear the economic risk of this
investment, including the ability to hold the Shares indefinitely or to afford a
complete loss of the Undersigned's investment in the Shares.
(k) The Undersigned represents that the Undersigned's overall commitment
to investments which are not readily marketable is not disproportionate to its
net worth, and the investment in the Securities will not cause such overall
commitment to become excessive. The Undersigned understands that the statutory
basis on which the Shares are being sold to the Undersigned to others would not
be available if the Undersigned's present intention were to hold the Shares for
a fixed period or until the occurrence of a certain event. The Undersigned
realizes that in the view of the Securities and Exchange Commission, a purchase
now with a present intent to resell by reason of a foreseeable specific
contingency or any anticipated change in the market value, or in the condition
of the Company, or that of the industry in which the business of the Company is
engaged or in connection with a contemplated liquidation, or settlement of any
loan obtained by the Undersigned for the acquisition of the Shares, and for
which such Shares may be pledged as security or as donations to religious or
charitable institutions for the purpose of securing a deduction on an income tax
return, would, in fact, represent a purchase with an intent inconsistent with
the Undersigned's representations to the Company, and the Securities and
Exchange Commission would then regard such sale as one for which no exemption
from registration is available. The Undersigned will not pledge, transfer or
assign this Subscription Agreement.
(l) The Undersigned represents that the funds provided for this investment
are either separate property of the Undersigned, other property over which the
Undersigned has the right of control, or are otherwise funds as to which the
Undersigned has the sole right of management.
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(m) The address shown under the Undersigned's signature at the end of this
Subscription Agreement is the Undersigned's principal business address if a
corporation or other entity.
(n) The Undersigned has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Shares.
(o) The Undersigned acknowledges that the certificates for the securities
comprising the Shares which the Undersigned will receive will contain a legend
substantially as follows:
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO
A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN
OPINION OF COUNSEL FOR THE COMPANY IS RECEIVED THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT.
(p) This Subscription Agreement and all representations, warranties and
statements made by the Undersigned herein are true, complete and correct in all
material respects.
(q) The Undersigned acknowledges that the Company, except as set forth
below, is under no obligation to register the Shares under the Securities Act or
any state securities laws, or to take any action to make any exemption from any
such registration provisions available.
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(r) This Subscription Agreement is a legally binding obligation of the
Undersigned in accordance with its terms.
(s) The Undersigned is an "accredited investor," as such term is defined
in Regulation D of the Rules and Regulations promulgated under the Act.
(t) If the Undersigned is a partnership, corporation, trust or other
entity, (i) the Undersigned has enclosed with this Subscription Agreement
appropriate evidence of the authority of the individual executing this
Subscription Agreement to act on its behalf (e.g., if a trust, a certified copy
of the trust agreement; if a corporation, a certified corporate resolution
authorizing the signature and a certified copy of the articles of incorporation;
or if a partnership, a certified copy of the partnership agreement), (ii) the
Undersigned represents and warrants that it was not organized or reorganized for
the specific purpose of acquiring Shares, and (iii) the Undersigned has the full
power and authority to execute this Subscription Agreement on behalf of such
entity and to make the representations and warranties made herein on its behalf,
and (iv) this investment in the Company has been affirmatively authorized, if
required, by the governing board of such entity and is not prohibited by the
governing documents of the entity.
(u) The Undersigned expressly acknowledges and agrees that the Company is
relying upon the Undersigned's representation contained in the Subscription
Agreement. The Undersigned subscriber acknowledges that the Undersigned
understands the meaning and legal consequences of the representations and
warranties which are contained herein and hereby agrees to indemnify, save and
hold the Company, and their respective officers, directors and counsel harmless
from and against any and all claims or actions arising out of a breach of any
representation, warranty or acknowledgement of the Undersigned contained in the
Subscription Agreement. Such indemnification shall be deemed to include not only
the specific liabilities or obligation with respect to which such indemnity is
provided, but also all reasonable costs, expenses, counsel fees and expenses of
settlement relating thereto, whether or not any such liability or obligation
shall have been reduced to judgment.
(v) Except as otherwise specifically provided for hereunder, no party
shall be deemed to have waived any of his or her or its rights hereunder or
under any other agreement, instrument or papers signed by any of them with
respect to the subject matter hereof unless such waiver is in writing signed by
the party waiving said right. A waiver on any one occasion with
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respect to the subject matter hereof shall not be construed as a bar to, or
waiver of, any right or remedy on any future occasion. All rights and remedies
with respect to the subject matter hereof, whether evidenced hereby or by any
other agreement, instrument, or paper, will be cumulative, and may be exercised
separately or concurrently.
(w) The parties have not made any representations or warranties with
respect to the subject matter hereof not set forth herein, and this Subscription
Agreement, together with any instruments executed simultaneously herewith,
constitutes the entire agreement between them with respect to the subject matter
hereof. All understandings and agreements heretofore had between the parties
with respect to the subject matter hereof are merged in this Subscription
Agreement and any such instrument, which alone fully and completely expresses
their agreement.
(x) This Agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing, which is signed by all
of the parties to this Agreement.
(y) The parties agree to execute any and all such other and further
instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.
(z) This Subscription Agreement shall be governed by and construed in
accordance with the laws of the State of New York and the Undersigned hereby
consents to the jurisdiction of the courts of the State of New York and/or the
United States District Court for the Southern District of New York.
(aa) The Undersigned understands that this subscription is not binding
upon the Company until the Company accepts it, which acceptance is at the sole
discretion of the Company and is to be evidenced by the Company's execution of
this Subscription Agreement where indicated. This Subscription Agreement shall
be null and void if the Company does not accept it as aforesaid.
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(bb) The Undersigned understands that the Company may, in its sole
discretion, reject this subscription and, in the event that the offering to
which this Subscription relates is oversubscribed, reduce this subscription in
any amount and to any extent, whether or not pro rata reductions are made of any
other investor's subscription.
(cc) Neither this Subscription Agreement nor any of the rights of the
Undersigned hereunder may be transferred or assigned by the Undersigned.
(dd) Please check whether one or more of the following definitions of
"accredited investor," if any, applies to you. If none of the following applies
to you, please leave a blank.
(i) A Bank as defined in Section 3(a)(2) of the Securities Act, or any
savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
capacity; any broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); an insurance
company as defined in Section 2(13) of the Securities Act; an investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in Section 2(a)(48) of that act; a Small Business Investment
Company licensed by the U.S. Small Business Administration under Section 301(c)
or (d) of the Small Business Investment Act of 1958; any plan established and
maintained by a state, or its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions for the benefit of its
employees, if such plan has total assets in excess of $5,000,000; any employee
benefit plan within the meaning of the Employee Retirement Income Security Act
of 1974, if the investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such act, which is either a bank, savings and loan association,
insurance company, or registered investment advisor, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are Accredited Investors.
(ii) A Private Business Development Company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.
(iii) An organization described in Section 501(c)(3) of the Internal
Revenue Code or corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.
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(iv) A natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of purchase exceeds $1,000,000.
(v) A natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
(vi) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the Shares, whose purchase is directed by
a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.
(vii) Any entity in which all of the equity owners are Accredited
Investors.
2. REGISTRATION RIGHTS
a. The Company agrees to utilize its best efforts to register the
Shares under the Act by filing a Registration Statement
("Registration Statement") with the Securities and Exchange
Commission ("the "Commission") on a form deemed appropriate by the
Company's counsel as expeditiously as is reasonably practicable
after the date that this Subscription Agreement is accepted by the
Company, but in no event later than 90 days after such date.
b. The Undersigned will cooperate with the Company in all respects in
connection with the Registration Statement, including, timely
supplying all information reasonably requested by the Company and
executing and returning all documents reasonably requested in
connection with the registration and sale of the Shares.
c. The Company will use its best efforts to cause the Registration
Statement to become effective within 60 days of the filing thereof
with the Commission and to remain effective for a period of nine
months.
d. The Company will prepare and file with the Commission such
amendments and supplements (including post-effective
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amendments) to the Registration Statement and the prospectus used in
connection therewith as may be necessary to keep the Registration
Statement effective and to comply with the provisions of the Act
with respect to the sale or other disposition of the Shares covered
by the Registration Statement for a period of nine months.
e. The Company shall furnish to the Undersigned such number of
conformed copies of the Registration Statement and of each such
amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus included in the
Registration Statement (including each preliminary prospectus and
any summary prospectus), in conformity with the requirements of the
Securities Act, such documents incorporated by reference in the
Registration Statement or prospectus, and such other documents, as
the Undersigned may reasonably request in order to facilitate the
sale or disposition of the Shares.
f. The Company shall use its best efforts to register or qualify the
Shares and any other securities covered by the Registration
Statement under such other securities or "blue sky" laws of such
jurisdictions as the Undersigned shall reasonably request, and do
any and all other acts and things that may be necessary to enable
the Undersigned to consummate the disposition in such jurisdictions
of the Shares, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified, or
to subject itself to taxation in respect of doing business in any
such jurisdiction, or to consent to general service of process in
any such jurisdiction.
g. The Company shall immediately notify the Undersigned at any time
when a prospectus relating to the Shares is required to be delivered
under the Securities Act, of the happening of any event as a result
of which the prospectus including in the Registration Statement, as
then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light
of the circumstances then existing or if it is necessary to amend or
supplement such prospectus to comply with law, and at the request of
the Undersigned shall prepare and furnish to the Undersigned a
reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered
to the purchasers of the Shares or other securities, such prospectus
shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements
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therein not misleading in the light of the circumstances then
existing and shall otherwise comply in all material respects with
law and so that such prospectus, as amended or supplemented, will
comply with applicable law.
h. The Company shall cooperate with the Undersigned to facilitate the
timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the
Registration Statement, and enable such securities to be in such
denominations and registered in such names as the Undersigned may
request.
i. The Company shall notify the Undersigned immediately, and confirm
the notice in writing (A) when the Registration Statement, or any
post-effective amendment thereto, shall have become effective, or
any supplement to the prospectus or any amendment prospectus shall
have been filed, (B) of the receipt of any comments from the
Commission, (C) of any request of the Commission to amend the
Registration Statement or amend or supplement the prospectus or for
additional information, and (D) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any
preliminary prospectus, or of the suspension of the qualification of
the Registration Statement for offering or sale in any jurisdiction,
or of the institution or threatening of any proceedings for any of
such purposes.
j. The Company shall make every reasonable effort to prevent the
issuance of any stop order suspending the effectiveness of the
Registration Statement or of any other preventing or suspending the
use of any preliminary prospectus and, if any such order is issued,
to obtain the withdrawal of any such order at athe earliest possible
moment.
k. All expenses incurred in connection with the registration of the
Shares under this Agreement shall be paid by the Company, including,
without limitation, printing expenses, fees and disbursements of
counsel for the Company and expenses of any audits to which the
Company shall agree or which shall be necessary to comply with
governmental requirements in connection with any such registration,
all registration and filing fees for the Shares under Federal and
State securities laws; provided, however, the Company shall not be
liable for (a) any discounts or commissions to any underwriter or
broker/dealer; (b) any stock transfer taxes incurred with respect to
Shares or (c) the fees and expenses of counsel and/or accountants
for the Undersigned.
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l. The Company shall indemnify and hold harmless each Undersigned, its
directors and officers and if such Undersigned is a portfolio or
investment fund, its investment advisors and each person, if any,
who controls the Undersigned within the meaning of the Act or the
Securities Exchange Act of 1934 (the "Exchange Act") (each of the
Undersigned and each such officer, director, investment advisor (if
applicable) and controlling person, an "Indemnified Party"), against
any losses, claims, damages or liabilities (joint or several) to
which they may become subject under the Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration
statements including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading, (iii) any violation or alleged violation by the
Company of the Act, the Exchange Act, or (iv) any state securities
law or any rule or regulation promulgated under the Act, the
Exchange Act or any state securities law, and the Company shall
reimburse each Indemnified Party for any legal or other expenses
incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however,
that the Company shall not be liable to any Undersigned in any such
case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by
the Undersigned. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of any
Indemnified Party and shall survive the transfer of any Shares by
the Undersigned.
m. Promptly after receipt by an Indemnified Party of notice of the
commencement of any action or proceeding (including any governmental
investigation) involving a claim referred to in this paragraph (l),
such Indemnified Party will, if a claim in respect thereof is to be
made against the Company, give written notice to the latter of the
commencement of such action; provided, however, that the failure of
any Indemnified Party to give notice as provided herein shall not
relieve the Company of its obligations under this paragraph (l),
except to the extent that the company is actually prejudiced by such
failure to give notice. In case any such action
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is brought against an Indemnified Party, unless in such Indemnified
Party's reasonable judgment a conflict of interest between such
Indemnified Party and the Company may exist in respect of such claim
(in which case, the Company shall not be liable for the fees and
expenses of more than one counsel for all Indemnified Parties), the
Company will be entitled to participate in and to assume the defense
thereof to the extent that it may wish with counsel reasonably
satisfactory to such Indemnified Party, and after notice from the
Company to such Indemnified Party of its election so to assume the
defense thereof, the Company will not be liable to such Indemnified
Party for an legal or other expenses subsequently incurred by the
latter in connection with the defense thereof. The Company shall not
consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof, the giving by the
claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.
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3. JURISDICTIONAL NOTICES
THE SECURITIES OFFERED PURSUANT TO THE TERM SHEET HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
OF ANY STATES OF THE UNITED STATES OR ANY OTHER JURISDICTION AND ARE BEING
OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE TERM SHEET. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IT IS THE RESPONSIBILITY
OF ANY SUBSCRIBER WISHING TO PURCHASE THE SHARES TO SATISFY ITSELF AS TO THE
FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES
IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED
GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.
4. COUNTERPARTS
This agreement may be executed in one or more counterparts, each of which
when executed shall be deemed an original and all of which taken together shall
constitute but one and the same document. Delivery by telecopier of an executed
signature page hereto shall be effective as delivery of a manually executed
counterpart hereof.
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IN WITNESS WHEREOF, the Undersigned has executed this Subscription
Agreement on this 20th day of July, 1998
750,000 (Number of Shares Subscribed for) x $3.00 per share = $ 2,250,000
Value Management & Research, AG
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Exact Name in Which Title is to be Held
S/ Xxxxxxx Xxxx
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(Signature)
Xxxxxxx Xxxx
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Name (Please Print)
Managing Partner
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Title of Person Executing Agreement
Xxxxxxxxx Xxxxxxx 00
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Address: Number and Xxxxxx
Xxx-Xxxxxxxx Xxxxxxx 00000
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City Country Code
None
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Tax Identification Number
Offenbach / Main - Germany
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Jurisdiction of Incorporation
Accepted this 20th day of July, 1998, on behalf of
HEMISPHERX BIOPHARMA, INC.
BY: S/ Xxxxxxx X. Xxxxxx
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FORM OF RECEIPT
SILVERMAN, COLLURA, XXXXXXX & XXXXXXX, P.C.
The undersigned hereby acknowledges receipt from Value Management & Research
("VMR") of the amount of US $1,200,000, representing the purchase price for
400,000 shares (the "Shares") of the common stock of Hemispherx Biopharma, Inc.
(the "Company") in accordance with the subscription agreement dated as of July
___, 1998 (the "Agreement") between the Company and VMR. The undersigned is
aware that the Agreement (i) permits the Company to reject, in whole or in part,
the subscription by VMR for the Shares and (ii) in the event of such rejection,
requires the Company of cause the return to VMR of all or the appropriate
portion of the purchase price, as the case may be. The undersigned confirms
that, upon instruction by the Company, it shall return to VMR forthwith such
purchase price or portion thereof, as the case may be.
SILVERMAN, COLLURA, XXXXXXX
& XXXXXXX, P.C.
By:_____________________________
Name:
Title:
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FORM OF RECEIPT
SILVERMAN, COLLURA, XXXXXXX & XXXXXXX, P.C.
The undersigned hereby acknowledges receipt from Value Management & Research
("VMR") of the amount of US $1,050,000, representing the purchase price for
350,000 shares (the "Shares") of the common stock of Hemispherx Biopharma, Inc.
(the "Company") in accordance with the subscription agreement dated as of July
___, 1998 (the "Agreement") between the Company and VMR. The undersigned is
aware that the Agreement (i) permits the Company to reject, in whole or in part,
the subscription by VMR for the Shares and (ii) in the event of such rejection,
requires the Company of cause the return to VMR of all or the appropriate
portion of the purchase price, as the case may be. The undersigned confirms
that, upon instruction by the Company, it shall return to VMR forthwith such
purchase price or portion thereof, as the case may be.
SILVERMAN, COLLURA, XXXXXXX
& XXXXXXX, P.C.
By:_____________________________
Name:
Title:
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