SUBSCRIPTION AGREEMENT
FOR
MILESTONE SCIENTIFIC INC.
INSTRUCTIONS
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING
SIGNIFICANT REPRESENTATIONS ARE
CONTAINED HEREIN
1. FILL IN MISSING INFORMATION ON PAGES 1 AND 11.
2. COMPLETE AND SIGN BOTH COPIES OF THE SUBSCRIPTION AGREEMENT
SIGNATURE PAGES ON PAGE 11.
3. IF THE INVESTOR IS AN ENTITY, COMPLETE AND SIGN BOTH COPIES OF
THE CERTIFICATE OF SIGNATORY ON PAGE 11.
Name of Subscriber _________________________
SUBSCRIPTION AGREEMENT
Milestone Scientific Inc.
00 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
I. Subscription. I (sometimes referred to herein as the "Investor") hereby
subscribe for and agree to purchase $_______________ of Units (as defined below)
of Milestone Scientific Inc. ("Company"), a Delaware corporation, on the terms
and conditions described herein and in the Confidential Investment Summary
("Investment Summary"), dated February 4, 1997 together with all supplements, if
any, relating to this offering. The minimum subscription is $100,000, but GKN
("GKN" or "Placement Agent") and the Company has the discretion to accept
subscriptions for less than the minimum. The per-Unit offering price will be 80%
of the average of the closing bid price of the Common Stock ("Unit Offering
Price"), as reported by The Nasdaq SmallCap Market, on the 20 consecutive
trading days ending three business days prior to the Closing (as defined below).
The number of Units I will purchase will be determined by dividing the amount of
my subscription by the Unit Offering Price. Fractional Units will not be issued;
instead, the Company will round up to the next nearest whole number of Units at
no additional cost to me. GKN Securities Corp. is acting as the exclusive
placement agent for this offering.
1. Description of Units. Each Unit consists of: (a) one share of the
Company's Common Stock, $.001 par value ("Common Stock"), and (b) one warrant,
each Warrant to entitle the holder thereof to purchase one share of Common Stock
during the three-year period commencing the Closing at an exercise price equal
to 150% of the Unit Offering Price (subject to adjustment)
2. Purchase.
(a) I hereby tender to the Company cash or a check made payable to the
order of "GKN Securities Corp. -- Milestone Special Account" in the amount
indicated above, two manually executed copies of this Subscription Agreement and
an executed copy of my Confidential Purchaser Questionnaire.
(b) This offering will continue until the earlier of the Closing (as
defined in Section 4 hereof) or February 28, 1997 unless such latter date is
extended, without notice to the Investor, by mutual consent of GKN and the
Company to a date not later than March 31, 1997 ("Termination Date"). Prior to
the earlier of the Closing or the Termination Date, my cash or check delivered
herewith will be held by GKN in a segregated, non-interest bearing bank account
subject to the terms and conditions herein. If subscriptions for at least
$2,000,000 of Units are not received and accepted by the Company by the
Termination Date, my payment will be
returned to me without interest or deduction. In the event my subscription is
accepted and there is a Closing, my subscription proceeds shall be released to
the Company and the certificates representing the Common Stock and Warrants will
be promptly delivered to my account at GKN.
3. Acceptance or Rejection of Subscription.
(a) The Company and GKN have the right to reject this subscription for
the Units, in whole or in part for any reason and at any time prior to a
Closing, notwithstanding prior receipt by me of notice of acceptance of my
subscription.
(b) In the event of the rejection of this subscription, my
subscription payment will be promptly returned to me without interest or
deduction and this Subscription Agreement shall have no force or effect.
4. Closing. The closing of this offering shall occur as soon as practicable
after the sale by the Company of Units aggregating at least $2,000,000
("Closing") as determined jointly by the Company and GKN. The Units subscribed
for herein shall not be deemed issued to or owned by me until two copies of this
Subscription Agreement have been executed by me and countersigned by the Company
and a Closing with respect to such Units has occurred. After the Closing, the
certificates representing the Common Stock and the Warrants will be deposited in
my account with GKN.
5. Disclosure. Because this offering is limited to accredited investors as
defined in Section 2(15) of the Securities Act of 1933, as amended ("Securities
Act"), and Rule 501 promulgated thereunder, in reliance upon the exemption
contained in Sections 3(b) or 4(2) of the Securities Act and applicable state
securities laws, the Units are being sold without registration under the
Securities Act. I acknowledge receipt of the Investment Summary and all exhibits
listed therein and represent that I have carefully reviewed and understand the
Investment Summary and its exhibits. I have received all information and
materials regarding the Company that I have requested.
I fully understand that the Company has a limited financial and operating
history and that the Units are speculative investments which involve a high
degree of risk of loss of my entire investment. I fully understand the nature of
the risks involved in purchasing the Units and I am qualified by my knowledge
and experience to evaluate investments of this type. I have carefully considered
the potential risks relating to the Company and purchase of its Units and have,
in particular, reviewed each of the risks set forth in the Investment Summary.
Both my advisors and I have had the opportunity to ask questions of and receive
answers from representatives of the Company or persons acting on its behalf
concerning the Company and the terms and conditions of a proposed investment in
the Company and my advisors and I have also had the opportunity to obtain
additional information necessary to verify the accuracy of information furnished
about the Company. Accordingly, I have independently evaluated the risks of
purchasing the Units.
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6. Registration Rights; Lock-Up.
(a) The Units are being offered pursuant to the Investment Summary to
which this Subscription Agreement is annexed as Exhibit B. The Company agrees
with the Subscriber to register under a registration statement ("Registration
Statement") filed pursuant to the Securities Act and such state "Blue Sky" laws
of those states as are reasonably selected by GKN, the re-offer and re-sale of
the Common Stock included in the Units and the Common Stock underlying the
Warrants included in the Units and the Extra Warrants, as defined herein
(collectively, the "Registrable Securities"). The Company agrees to file the
Registration Statement on or before April 30, 1997. The Company agrees to use
its best efforts to have the Registration Statement declared effective by the
75th day after the initial filing of the Registration Statement ("Target Date").
If the Company shall either fail to file the Registration Statement as herein
provided or to use its best efforts to have the Registration Statement declared
effective by the Target Date, and the Registration Statement is not declared
effective by the Target Date, then on the Target Date and on each monthly
anniversary of the Target Date thereafter until the earlier of the effective
date of the Registration Statement ("Effective Date") or the twentieth monthly
anniversary of the Target Date, the Company shall issue to me (or my successor
or transferee), additional Warrants ("Extra Warrants") to purchase a number of
shares of Common Stock equal to 5% of the number of Units purchased by me under
this Subscription Agreement. The Extra Warrants shall have the same terms as the
Warrants included in the Units. The Company agrees that, to the extent that the
Company issues any Extra Warrants or is obliged to issue any Extra Warrants, it
shall include the Common Stock underlying such Extra Warrants in the
Registration Statement. The Company shall keep the Registration Statement
effective and current until all the securities registered thereunder are sold or
may be sold without any limitation under an appropriate exemption under the
Securities Act and the blue sky laws of the states selected by GKN. The
Registration Statement will also register for re-offer and re-sale the shares of
Common Stock underlying certain Unit options being issued to GKN or its
designees or their respective successors or transferees.
(b) The Company shall bear all the expenses and pay all the fees it
incurs in connection with the preparation, filing, modifying and amending of the
Registration Statement, providing reasonable numbers of the prospectus contained
therein to me and effecting the issuance and transfer of the Registrable
Securities on an expeditious basis. The Company shall also pay the fees (at
regular hourly rates, but no more than aggregate fees of $5,000) of one special
counsel to the holders of the Registrable Securities ("Special Counsel") in
connection with the registration of the Registrable Securities and the
preparation, filing, modifying and amending of the Registration Statement. GKN
has selected Xxxxxxxx Mollen & Xxxxxx as Special Counsel and the Investor
acknowledges and agrees to this selection.
(c) The Company will indemnify and hold harmless each holder of the
Registrable Securities ("Holder"), the officers and directors of each Holder and
each person, if any, who controls such Holder within the meaning of the
Securities Act or Securities Exchange Act of 1934, as amended ("Exchange Act")
against any losses, claims, damages, or liabilities to which they may become
subject under the Securities Act, the Exchange Act or any state securities law
or regulation (including all reasonable attorneys' fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever incurred by the indemnified
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party in any action or proceeding between the indemnitor and indemnified party
or between the indemnified party and any third party or otherwise) to which any
of them may become subject under the Securities Act, the Exchange Act or any
other statute or common law or otherwise under the laws of foreign countries,
arising from such registration statement or based upon any untrue statement or
alleged untrue statement of a material fact contained in (i) any preliminary
prospectus, the registration statement or prospectus (as from time to time each
may be amended and supplemented); (ii) in any post-effective amendment or
amendments or any new registration statement and prospectus in which it included
the Registrable Securities; or (iii) any application or other document or
written communication (collectively called "application") executed by the
Company or based upon written information furnished by the Company in any
jurisdiction in order to qualify the Registrable Securities under the securities
laws thereof or filed with the Securities and Exchange Commission, any state
securities commission or agency, Nasdaq or any securities exchange; or the
omission or alleged omission therefrom of 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, unless such statement
or omission is made in reliance upon, and in strict conformity with, written
information furnished to the Company with respect to the holders expressly for
use in any preliminary prospectus, such registration statement or prospectus, or
any amendment or supplement thereof, or in any application, as the case may be.
The Company agrees promptly to notify the holder of the Registrable Securities
of the commencement of any litigation or proceedings against the Company or any
of its officers, directors or controlling persons in connection with the issue
and sale or resale of the Registrable Securities or in connection with any such
registration statement or prospectus.
(d) I agree that the Units, the Common Stock and Warrants included in
the Units, and the shares of Common Stock underlying the Warrants and Extra
Warrants, may not be sold or otherwise transferred until twelve months after the
Closing (the "Holding Period"), unless GKN, in its sole discretion, agrees to
the sale of all or part of such securities at an earlier date. If I am a
resident of the State of Pennsylvania, I further agree that the Units subscribed
for herein and the underlying securities of the Units, if any, shall not be sold
for a period of twelve months from the date of purchase, except as permitted by
applicable securities laws of the State of Pennsylvania. The parties hereto
agree that GKN is intended to be a third-party beneficiary of this Subscription
Agreement and that no modification of the "lock-up" provisions contained in this
Section 6(b) may be made without the prior written agreement of GKN.
(e) The registration rights granted to the Investor inure to the
benefit of all the Investors' successors, heirs, pledgees, assignees,
transferees and purchasers of the Warrants or the Registrable Securities, as the
case may be.
7. Investor Representations and Warranties. I acknowledge, represent and
warrant to, and agree with, the Company and the Placement Agent as follows:
(a) I am aware that my investment involves a high degree of risk, and
I have read and fully understand the Investment Summary, including the section
entitled "Risk Factors," the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995, and the Company's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1996.
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(b) I acknowledge and am aware that there is no assurance as to the
future performance of the Company.
(c) I acknowledge that, notwithstanding the Company's commitment
herein, there can be no assurance that the Company will file any Registration
Statement for the securities I am purchasing, that such Registration Statement,
if filed, will be declared effective or, if declared effective, that the Company
will be able to keep it effective until I sell the securities registered
thereon.
(d) I am purchasing the Units for my own account for investment and
not with a view to or for sale in connection with the distribution of the Units,
nor with any present intention of selling or otherwise disposing of all or any
part of the Units. I understand that there may not be any market for the Units
or Warrants included in the Units. I agree that (1) the purchase of the Units is
a long-term investment, (2) I may have to bear the economic risk of investment
for an indefinite period of time because neither the Units, nor the Common
Stock, nor the Warrants nor the Extra Warrants (and the Common Stock underlying
the Warrants and the Extra Warrants) have been registered under the Securities
Act and, notwithstanding the Company's commitment herein, may not be registered
and, cannot be resold, pledged, assigned, or otherwise disposed of unless they
are subsequently registered under said Securities Act and under applicable
securities laws of certain states or an exemption from such registration is
available. I understand that the Company is under no obligation to register the
Units, Warrants or Extra Warrants and, except as set forth herein, the Company
is under no obligation to register the Common Stock underlying the Units or the
Common Stock underlying the Warrants or Extra Warrants on my behalf or to assist
me in complying with any exemption from such registration under the Securities
Act or any state securities laws. I hereby acknowledge and agree that I will not
sell, transfer, give, or otherwise dispose of, either publicly or privately, the
Units or any securities underlying the Units during the HoldingPeriod without
the prior written agreement of GKN. I hereby authorize the Company to place a
legend denoting the restrictions on the Common Stock, the Warrants and Extra
Warrants to be issued.
(e) I recognize that the Units, as an investment, involve a high
degree of risk including, but not limited to, the risk of economic losses from
operations of the Company and the total loss of my investment. I believe that
the investment in the Units is suitable for me based upon my investment
objectives and financial needs, and I have adequate means for providing for my
current financial needs and contingencies and have no need for liquidity with
respect to my investment in the Company.
(f) I have been given access to full and complete information
regarding the Company and have utilized such access to my satisfaction for the
purpose of obtaining information in addition to, or verifying information
included in, the Investment Summary and exhibits thereto, and I have either met
with or been given reasonable opportunity to meet with officers of the Company
for the purpose of asking questions of, and receiving answers from, such
officers concerning the terms and conditions of the offering of the Units and
the business and operations of the Company and to obtain any additional
information, to the extent reasonably available.
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(g) I have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Units and have obtained, in my judgment, sufficient information from the
Company to evaluate the merits and risks of an investment in the Company. I have
not utilized any person as my purchaser representative as defined in Regulation
D promulgated by the Securities and Exchange Commission pursuant to the
Securities Act in connection with evaluating such merits and risks.
(h) I have relied solely upon my own investigation in making a
decision to invest in the Company.
(i) I have received no representation or warranty from the Company or
the Placement Agent or any of their respective officers, directors, employees or
agents in respect of my investment in the Company and I have received no
information (written or otherwise) from them relating to the Company or its
business other than as set forth in the Investment Summary. I am not
participating in the offer as a result of or subsequent to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television, radio or the
internet or (ii) any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.
(j) I have had full opportunity to ask questions and to receive
satisfactory answers concerning the offering and other matters pertaining to my
investment and all such questions have been answered to my full satisfaction. In
addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule
3-500.05(a) thereunder, if I am a Florida resident I may have, at the offices of
the Company, at any reasonable hour, after reasonable notice, access to the
materials set forth in the Rule which the Company can obtain without
unreasonable effort or expense.
(k) I have been provided an opportunity to obtain any additional
information concerning the offering and the Company and all other information to
the extent the Company possesses such information or can acquire it without
unreasonable effort or expense.
(l) I am an "accredited investor" as defined in Section 2(15) of the
Act and in Rule 501 promulgated thereunder.
(m) I understand that (i) the Units and the underlying securities have
not been registered under the Securities Act, or the securities laws of certain
states in reliance on specific exemptions from registration, (ii) no securities
administrator of any state or the federal government has recommended or endorsed
this offering or made any finding or determination relating to the fairness of
an investment in the Company, and (iii) the Company is relying on my
representations and agreements for the purpose of determining whether this
transaction meets the requirements of the exemptions afforded by the Securities
Act and certain state securities laws.
(n) I have been urged to seek independent advice from my professional
advisors relating to the suitability of an investment in the Company in view of
my overall financial needs and with respect to the legal and tax implications of
such investment.
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(o) If the Investor is a corporation, company, trust, employee benefit
plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it
is authorized and qualified to become an Investor in the Company and the person
signing this Subscription Agreement on behalf of such entity has been duly
authorized by such entity to do so.
(p) I hereby acknowledge and am aware that except for any rescission
rights that may be provided under applicable laws, I am not entitled to cancel,
terminate or revoke this subscription, and any agreements made in connection
herewith shall survive my death or disability.
(q) I agree that prior to registration of the Registrable Securities,
I will not sell the Common Stock of the Company "short" on any securities market
on which the Common Stock is traded.
8. Indemnification. I hereby agree to indemnify and hold harmless the
Company and GKN, as Placement Agent, their respective officers, directors,
shareholders, employees, agents, and attorneys against any and all losses,
claims, demands, liabilities, and expenses (including reasonable legal or other
expenses, including reasonable attorneys' fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever
incurred by the indemnified party in any action or proceeding between the
indemnitor and indemnitor and indemnified party or between the indemnified party
and any third party or otherwise) incurred by each such person in connection
with defending or investigating any such claims or liabilities, whether or not
resulting in any liability to such person, to which any such indemnified party
may become subject under the Securities Act, under any other statute, at common
law or otherwise, insofar as such losses, claims, demands, liabilities and
expenses (a) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact made by me and contained in this
Subscription Agreement or my Purchaser Questionnaire, or (b) arise out of or are
based upon any breach by me of any representation, warranty, or agreement made
by me contained herein. GKN is a third-party beneficiary of this Section and
this Section may not be modified or amended without the prior written agreement
of GKN.
9. Severability; Remedies. In the event any parts of this Subscription
Agreement are found to be void, the remaining provisions of this Subscription
Agreement shall nevertheless be binding with the same effect as though the void
parts were deleted. The parties hereto do not intend that the issuance of any
Extra Warrants to be liquidated damages, and the parties hereto shall have the
right to seek damages and other remedies at law or equity for the breach of the
respective obligations of the other under this Subscription Agreement without
limitation.
10. Choice of Law and Jurisdiction. This Subscription Agreement will be
deemed to have been made and delivered in New York City and will be governed as
to validity, interpretation, construction, effect and in all other respects by
the internal laws of the State of New York. The Company and the Investor each
hereby (i) agrees that any legal suit, action or proceeding arising out of or
relating to this Subscription Agreement shall be instituted exclusively in New
York State Supreme Court, County of New York, or in the United States District
Court for the Southern District of New York, (ii) waives any objection to the
venue of any such suit, action or proceeding and the right to assert that such
forum is not a convenient forum for such
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suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction
of the New York State Supreme Court, County of New York, and the United States
District Court for the Southern District of New York in any such suit, action or
proceeding and the Company further agrees to accept and acknowledge service or
any and all process which may be served in any such suit, action or proceeding
in New York State Supreme Court, County of New York or in the United States
District Court for the Southern District of New York and agrees that service of
process upon it mailed by certified mail to its address shall be deemed in every
respect effective service of process upon it in any suit, action or proceeding.
11. Counterparts. This Subscription Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Subscription Agreement may be by actual or facsimile signature.
12. Benefit. This Subscription Agreement shall be binding upon and inure to
the benefit of the parties hereto (and GKN to the extent it is a third-party
beneficiary hereof) and their respective heirs, executors, personal
representatives, successors and assigns. GKN shall be deemed to be a third-party
beneficiary with respect to any sections hereof which so state or which
otherwise indicate that GKN would be entitled to rely on the representations,
warranties or covenants made by me therein.
13. Notices and Addresses. All notices, offers, acceptance and any other
acts under this Subscription Agreement (except payment) shall be in writing, and
shall be sufficiently given if delivered to the addressees in person, by Federal
Express or similar courier delivery by facsimile delivery or, if mailed, postage
prepaid, by certified mail, return receipt requested, as follows:
Investor: At the address designated on the signature page of this
Subscription Agreement.
The Company: Milestone Scientific Inc.
00 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
Attention: Xx. Xxx Xxxxx
Fax: (000) 000-0000
In either case,
with a copy to: Xxxxxxxx Xxxxxx & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxx Xxxxxx, Esq. Fax:
(000) 000-0000
or to such other address as any of them, by notice to the others may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be conclusive
8
evidence of successful facsimile deliver. Time shall be counted to, or from, as
the case may be, the delivery in person or by mailing.
14. Oral Evidence. This Subscription Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior oral and written agreements between the parties hereto with
respect to the subject matter hereof. This Subscription Agreement may not be
changed, waived, discharged, or terminated orally but, rather, only by a
statement in writing signed by the party or parties against which enforcement or
the change, waiver, discharge or termination is sought.
15. Section Headings. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part, any of the terms or
provisions of this Subscription Agreement.
16. Survival of Representations, Warranties and Agreements. The
representations, warranties and agreements contained herein shall survive the
delivery of, and the payment for, the Units.
17. Acceptance of Subscription. The Company may accept this Subscription
Agreement at any time for all or any portion of the Units subscribed for by
executing a copy hereof as provided and notifying me within a reasonable time
thereafter.
RESIDENTS OF ALL STATES: THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE UNITS ARE SUBJECT TO RESTRICTION 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 UNITS
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL INVESTMENT SUMMARY. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR CONNECTICUT RESIDENTS: THE UNITS OFFERED HAVE NOT BEEN REGISTERED UNDER
SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND ARE OFFERED AND
SOLD PURSUANT TO AN EXEMPTION RELATING TO TRANSACTIONS NOT INVOLVING A PUBLIC
OFFERING PURSUANT TO SECTION 36490(b)(9)(A) THEREOF. THE UNITS CANNOT BE RESOLD
OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
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FOR FLORIDA RESIDENTS: PURSUANT TO THE FLORIDA SECURITIES ACT, WHEN SALES
ARE MADE TO FIVE OR MORE PERSONS IN THE STATE OF FLORIDA, EACH PERSON WHO
ACCEPTS THIS OFFER TO PURCHASE UNITS HAS THE RIGHT TO VOID HIS ACCEPTANCE
WITHOUT INCURRING ANY LIABILITY TO THE SELLER OR ANY OTHER PERSON WITHIN THREE
(3) DAYS AFTER THE DELIVERY OF HIS SUBSCRIPTION AGREEMENT AND THE PAYMENT OF THE
PURCHASE PRICE, IN WHICH CASE ALL FUNDS SHALL BE REFUNDED WITHOUT INTEREST OR
DEDUCTION. TO ACCOMPLISH THIS WITHDRAWAL, IT IS SUFFICIENT TO SEND A LETTER OR
TELEGRAM TO THE SECRETARY AT THE OFFICES OF THE COMPANY INDICATING HIS INTENTION
TO WITHDRAW WITHIN SUCH THREE DAY PERIOD.
FOR PENNSYLVANIA RESIDENTS: EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR
THE SECURITIES BEING OFFERED HEREBY AGREES NOT TO SELL THESE SECURITIES FOR A
PERIOD OF TWELVE MONTHS AFTER THE DATE OF PURCHASE. EACH PERSON WHO ACCEPTS AN
OFFER TO PURCHASE UNITS EXEMPTED FROM REGISTRATION BY SECTION 203(d), (f), (p)
OR (r) OF THE PENNSYLVANIA SECURITIES ACT DIRECTLY FROM AN ISSUER OR AFFILIATE
OF AN ISSUER SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING
ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN TWO
BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING
CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO
WRITTEN BINDING CONTRACT OR PURCHASE, WITHIN TWO BUSINESS DAYS AFTER HE MAKES
THE INITIAL PAYMENT FOR THE UNITS BEING OFFERED. TO ACCOMPLISH THIS WITHDRAWAL,
IT IS SUFFICIENT TO SEND A LETTER OR TELEGRAM TO THE SECRETARY AT THE OFFICES OF
THE COMPANY INDICATING HIS INTENTION TO WITHDRAW WITHIN SUCH TWO DAY PERIOD.
FOR ARIZONA, MICHIGAN AND TEXAS RESIDENTS: THESE UNITS ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED TO RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
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Manner in Which Title is to be Held. (check one)
____ Individual Ownership
____ Community Property
____ Joint Tenant with Right of Survivorship (both parties must sign)
____ Partnership
____ Tenants in common
____ Corporation
____ Trust
____ Other (please indicate)
INDIVIDUAL INVESTORS ENTITY INVESTORS
_______________________________________ ___________________________________
Signature (Individual) Name of Entity, if any
By:________________________________
*Signature
______________________________________ Its________________________________
Signature (all record holders should sign) Title
_______________________________________ ___________________________________
Name(s) Typed or Printed Name Typed or Printed
Address to Which Correspondence Address to Which Correspondence
Should be Directed Should be Directed
_______________________________________ ___________________________________
_______________________________________ ___________________________________
_______________________________________ ___________________________________
City, State and Zip Code City, State and Zip Code
_______________________________________ ___________________________________
Social Security Number Tax Identification
* If Units are being subscribed for by any entity, the Certificate of
Signatory on the next page must also be completed.
The foregoing subscription is accepted and the Company hereby agrees to be bound
by its terms.
MILESTONE SCIENTIFIC INC.
Dated: _________________________,1997 By:_________________________________
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CERTIFICATE OF SIGNATORY
(To be completed if Units are being subscribed for by an entity)
I, _________________________________, the ________________________________
(name of signatory) (title)
of ________________________________________________________("Entity"), a
(name of entity)
___________________________________________________________.
(type of entity)
hereby certify that the above entity is duly empowered and authorized to
purchase the Units and that I am duly empowered and authorized by the entity to
execute the Subscription Agreement on its behalf.
IN WITNESS WHEREOF, I have executed this Certificate this ____ day of
_________, 1997.
------------------------------
(Signature)
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