CONSYGEN, INC.
SUBSCRIPTION AGREEMENT
March ___, 2000
ConSyGen, Inc.
000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000 ATTN: _____________
Ladies and Gentlemen:
The Company is hereby offering up to 2,400,000 Units (the "Units") to a
limited number of persons who are accredited/sophisticated investors. Each Unit
shall consist of one (1) share of the Company's Common Stock, par value $.003
per share (the "Common Stock"), and one (1) warrant (the "Warrant") to purchase
shares of the Common Stock. The Warrant shall permit the holder thereof, for a
period of thirty (30) months from the date of issuance, to purchase one (1)
share of Common Stock at an exercise price of $1.50 per share. The Company must
give at least thirty (30) days notice of such redemption, during which period
the holders of the Warrants may exercise their Warrants in accordance with the
terms thereof. The Units, Common Stock, Warrants and Common Stock issuable upon
the exercise of the Warrants offered hereunder shall, where appropriate, be
collectively referred to as the "Securities". The initial offering period will
remain open until the earlier of the receipt of $600,000 in subscriptions from
eligible investors, or March 15, 2000. The Company reserves the right to extend
the Offering for an additional ninety (90) days.
The undersigned hereby subscribes to ___________ units, of ConSyGen, Inc.
(the "Company"), at a price of $0.25 per unit and has enclosed a certified
check, cashier's check or personal check made payable to ConSyGen, Inc., in the
amount of $___________________.
In connection with the purchase of the Units, the undersigned acknowledges,
warrants and represents to the Company as follows:
1. The undersigned is acquiring the Units for investment for its own
account and without the intention of participating, directly or indirectly, in a
distribution of the Units and not with a view to resale or any distribution of
the Units, or any portion thereof.
2. The undersigned (either alone or with its purchaser representative) has
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of this investment and has consulted
with its own professional representatives as it has considered appropriate to
assist in evaluating the merits and risks of this investment. The undersigned
has had access to and an opportunity to question the officers of the Company, or
persons acting on their behalf, with respect to material information about the
Company and, in connection with its evaluation of this investment, has, to the
best of its knowledge, received all information and data with respect to the
Company that the undersigned has requested. The undersigned is acquiring the
Units solely upon its independent examination and judgment as to the prospects
of the Company.
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3. The Units were not offered to the undersigned by means of publicly
disseminated advertisements or sales literature.
4. The undersigned acknowledges that an investment in the Units is
speculative and the undersigned may have to continue to bear the economic risk
of the investment in the Units for an indefinite period. The undersigned
acknowledges that the Units are being sold to the undersigned without
registration under any state or federal law requiring the registration of
securities for sale. The transferability of the Units is restricted by
applicable federal and state securities laws and may be restricted under the
laws of other jurisdictions.
5. The undersigned is an "accredited investor" as such term is defined in
Appendix A or is a sophisticated investor who, either individually or together
with his purchaser representative is capable of evaluating the merits and risks
of an investment in the Company.
6. In consideration of the acceptance of this subscription, the undersigned
agrees that the Units will not be offered for sale, sold or transferred by the
undersigned other than pursuant to an effective registration under the federal
and state securities law or other jurisdiction applicable to the transaction, an
exemption available under such laws, or a transaction that is otherwise in
compliance with such laws.
7. The undersigned understands that no U.S. federal or state agency has
passed upon the offering of the Units or has made any finding or determination
as to the fairness of any investment in the Units.
8. The residence of the undersigned is as set forth below.
The undersigned agrees to indemnify and hold harmless the Company and its
officers, directors, stockholders, employees, agents and attorneys from and
against any and all costs, liabilities and expenses (including attorneys' fees)
arising out of or related in any way to any breach of any representation or
warranty contained herein.
ACCEPTANCE OF SUBSCRIPTION: SUBSCRIBER:
ConSyGen, Inc. --------------------------------------
Name:
--------------------------------------
Address:
By: --------------------------------------
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Xxxxx X. Xxxxxxxx, President --------------------------------------
Dated:
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APPENDIX A
An "Accredited Investor" within the meaning of Regulation D under the Securities
Act of 1933 includes the following:
Organizations
(1) A bank as defined in section 3(a)(2) of the Act, or any savings and
loan association or other institution as defined in section 3(a)(5)(A) of the
Act, whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934;
insurance company as defined in section 2(13) of the 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; an employee benefit plan
within the meaning of Title I 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 adviser, 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.
(2) A private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940.
(3) A trust (i) with total assets in excess of $5,000,000, (ii) not formed
for the specific purpose of acquiring the Securities, and (iii) whose purchase
is directed by a person who, either alone or with his purchaser representative,
has such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the proposed investment.
(4) A corporation, business trust, partnership, or an organization
described in section 501(c)(3) of the Internal Revenue Code, which was not
formed for the specific purpose of acquiring the Securities, and which has total
assets in excess of $5,000,000.
Individuals
(5) Individuals with income from all sources for each of the last two full
calendar years whose reasonably expected income for this calendar year exceeds
either of:
(i) $200,000 individual income; or
(ii) $300,000 joint income with spouse.
NOTE: Your "income" for a particular year may be calculated by adding to your
adjusted gross income as calculated for Federal income tax purposes any
deduction for long term capital gains, any deduction for depletion allowance,
any exclusion for tax exempt interest and any losses of a partnership allocated
to you as a partner.
(6) Individuals with net worth as of the date hereof (individually or
jointly with your spouse), including the value of home, furnishings, and
automobiles, in excess of $1,000,000.
(7) Directors, executive officers or general partners of the Issuer.
