V-CLIP PHARMACEUTICALS, INC. SUBSCRIPTION AGREEMENT
Exhibit
10.4
THE
SECURITIES REFERRED TO IN THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES
OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY
TO
THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION
IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT.
V-CLIP
PHARMACEUTICALS, INC.
THIS
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November
__, 2007 (the “Effective Date”), is by and between V-Clip
Pharmaceuticals, Inc., a California corporation (the
“Company”), and University License Equity Holdings, Inc., a
Colorado nonprofit corporation (the “Investor”).
Recital
The
Investor desires to acquire 600 shares (the “Shares”) of the
Company’s Common Stock, no par value per share (the “Company
Stock”), in consideration for the grant of an exclusive license by The
Regents of The University of Colorado, a constitutional body corporate, to
the
Company of certain patent rights under that certain License Agreement, dated
of
even date herewith (the “License Agreement”), and the Company
desires to issue such shares of Company Stock to the Investor in connection
with
consideration for the grant of the exclusive license under the License
Agreement, upon the terms and conditions set forth herein.
Agreement
NOW,
THEREFORE, in consideration of the foregoing recital and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Subscription. At
or prior to the Effective Date, subject to the terms and conditions hereof,
the
following shall occur:
a. The
Investor and the Company shall execute this Agreement;
b. The
Company shall issue the Shares to the Investor and shall deliver to the Investor
a stock certificate evidencing its ownership of the Shares; and
c. The
Regents of the University of Colorado and the Company shall execute the License
Agreement.
2. Representations
and Warranties of the
Company. The Company hereby
represents and warrants to the Investor that, as of the Effective Date and
immediately prior to issuing the Shares:
a. Organization;
Corporate Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of California. The
Company has all requisite corporate power and authority to own and operate
its
properties and assets, to execute and deliver this Agreement, to carry out
the
provisions of this Agreement, to issue and sell the Shares and to carry on
its
business as presently conducted and as presently proposed to be conducted.
The
Company is duly qualified and is authorized to do business and is in good
standing as a foreign corporation in all jurisdictions in which the nature
of
its activities and of its properties (both owned and leased) makes such
qualification necessary.
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b. Capitalization.
Other than as set forth on Schedule A attached hereto, the Company does
not have any other shares of capital stock authorized. Schedule
A attached hereto sets forth the type and number of shares of capital stock
authorized by the Company, all of the Company's issued and outstanding capital
stock and all securities of the Company convertible into or exchangeable for
shares of capital stock or voting securities of the Company or warrants, subscription rights, options, stock appreciation
rights,
phantom equity or other rights to acquire from the Company, or other obligation
of the Company to issue, any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of
the
Company and the name of each record holder thereof. Schedule A
sets forth all equity, option, incentive and stock purchase plans and all other
plans or arrangements under which the Company may issue any capital stock or
securities of the Company and the number of shares of capital stock authorized
to be issued under such plans or arrangements. All issued and
outstanding securities of the Company are set forth on Schedule A
attached hereto and (i) have been duly authorized and validly issued,
(ii) are fully paid and nonassessable, and (iii) were issued in
compliance with all applicable state and federal laws concerning the issuance
of
securities. When issued in compliance with the provisions of this
Agreement, the Shares will be validly issued, fully paid and non-assessable
and
free of any liens or encumbrances and will not violate or be subject to any
preemptive rights or rights of first refusal granted by the
Company. The Shares will be issued in compliance with all applicable
federal and state securities laws. The Shares represent six percent
(6 %) of the issued and outstanding capital stock of the Company, calculated
pursuant to Section 5(a) below.
c. Due
Authorization; Enforceability. All corporate action on the part of the
Company, its officers, directors and stockholders necessary for the
authorization of this Agreement, the performance of all of the Company’s
obligations hereunder, and the authorization, sale, issuance and delivery of
the
Shares pursuant hereto has been taken. This Agreement, when executed
and delivered, constitutes the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except
(i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium
or
other laws of general application affecting enforcement of creditors’ rights and
(ii) general principles of equity that restrict the availability of equitable
remedies. No authorization, approval, consent or license of any third
party, court or governmental regulatory body or authority is required on the
part of the Company in connection with the execution and delivery of this
Agreement and the valid issuance and sale of the Shares or the consummation
of
any other transaction contemplated hereby.
d. Intellectual
Property. The Company owns or possesses sufficient legal rights to all
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary
for
its business as now conducted and as presently proposed to be conducted, without
any known infringement of the rights of others. Except as disclosed in writing
to the Investor, the Company has not received any communications alleging that
the Company has violated or, by conducting its business as presently proposed,
would violate any of the patents, trademarks,
service marks, trade names, copyrights or trade secrets or other proprietary
rights of any other person or entity. The Company is not aware of any violation
by a third party of any of the Company's intellectual property. Notwithstanding
the foregoing, the Company makes no representations or warranties to Investor
regarding any of the intellectual property rights licensed to the Company from
The Regents of the University of Colorado pursuant to the License
Agreement.
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e. Litigation. There
is no action, suit, proceeding or investigation pending or, to the Company's
knowledge, threatened against the Company that questions the validity of any
of
this Agreement or the right of the Company to enter into this Agreement, or
to
consummate the transactions contemplated hereby, or which would reasonably
be
expected to result, either individually or in the aggregate, in any material
adverse change in the assets, properties, condition, affairs, prospects,
business or operations of the Company, financially or otherwise, or any change
in the current equity ownership of the Company. The Company is not a party
or,
to the best of its knowledge, subject to the provisions of any order, writ,
injunction, judgment or decree of any arbitration panel or tribunal, court
or
government agency or instrumentality.
f. Compliance
with Laws; Permits. The Company is not in violation of any
applicable statute, rule, regulation, order or restriction of any domestic
or
foreign government or any instrumentality or agency thereof in respect of the
conduct of its business or the ownership of its properties which violation
would
materially and adversely affect the business, operations, assets, properties,
liabilities, prospects, financial condition or operations of the
Company.
g. Consents.
All consents, approvals, orders, or authorizations of, or
registrations, qualifications, designations, declarations, or filings with,
any
third parties or governmental authority, required on the part of the Company
in
connection with the valid execution and delivery of this Agreement, the offer,
sale or issuance of the Shares or the consummation of the transactions
contemplated hereby have been obtained and are effective as of the Effective
Date, except for notices required or permitted to be filed with certain state
and federal securities commissions, which required notices will be filed on
a
timely basis.
h. Title
to Properties and Assets; Liens, Etc. The Company has good
and marketable title to the properties and assets it owns (whether tangible
or
intangible) and is in material compliance with all leases pursuant to which
it
leases its leasehold estates. The properties and assets owned by the Company
are
not subject to any mortgage, pledge, lien, lease, encumbrance or charge, other
than (a) those resulting from taxes which have not yet become delinquent, and
(b) liens and encumbrances arising in the ordinary course of business or minor
liens and encumbrances which do not materially detract from the value of the
property subject thereto or materially impair the business or operations of
the
Company. All facilities, machinery, equipment, fixtures, vehicles and other
properties owned, leased or used by the Company are in good operating condition
and repair, normal wear and tear excepted, and are reasonably fit and usable
for
the purposes for which they are being used.
i. Full
Disclosure. The Company has provided Investor with all information
requested by the Investor in connection with its decision to acquire the Shares.
To the Company’s
knowledge, none of this Agreement, any attachments hereto, or any other
information delivered by the Company to the Investor or its attorneys or agents
in connection herewith or therewith contain any untrue statement of a material
fact nor, to the Company’s knowledge, omit to state a material fact necessary in
order to make the statements contained herein or therein not
misleading.
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j. Defaults. The
Company is not in violation or default of any term of (i) its articles of
incorporation or bylaws, (ii) any provision of any material mortgage, indenture,
contract, agreement, or instrument to which it is a party or by which it is
bound, or (iii) any judgment, decree, order, writ applicable to the
Company. The execution, delivery, and performance of and compliance
with this Agreement and the issuance and sale of the Shares, will not, with
or
without the passage of time or the giving of notice, result in any such
violations, or be in conflict with or constitute a default under any of the
foregoing, or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of the Company or the suspension,
revocation, impairment, forfeiture or nonrenewal of any permit license,
authorization or approval applicable to the Company.
k. Exemption. The
offer, issuance, and sale of the Shares is exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended
(the
“SecuritiesAct”), and it has been registered
or qualified (or is exempt from registration and qualification) under the
registration, permit, or qualification requirements of all applicable state
securities laws.
l. Broker
Fees. The Company has not employed any broker, finder or
agent, or agreed to pay or incurred any brokerage fee, finder's fee or
commission with respect to the transactions contemplated by this Agreement,
and
has not dealt with anyone purporting to act in the capacity of a broker, finder
or agent with respect hereto as a result of which any claim for a fee can or
will be made against the Investor.
3. Representations
and Warranties of the Investor. The Investor
hereby represents and warrants to the Company that, as of the Effective
Date:
a. Experience;
Investigation; Investment. The Investor has such
knowledge and experience in financial and business matters that it is capable
of
evaluating the merits and risks of an investment in the Shares. The
Company has made all requested information available to the Investor and the
Investor has received sufficient information to enable it to evaluate the merits
and risks of its investment. The Investor understands that its
investment in the Company is speculative and any return on the investment is
highly uncertain. The Investor is able to bear the economic risk of
the investment and has the ability to hold the Shares indefinitely and the
ability to suffer a complete loss of its investment. The Investor is
purchasing the Shares for investment for its own account, for investment
purposes only, and not with a view towards their distribution.
b. Transfer
Restrictions. The Investor will not sell, offer for
sale, assign, pledge, hypothecate or otherwise transfer or encumber all or
any
part of its interest in the Shares in the absence of either (i) an effective
registration statement covering such transaction under the Securities Act,
or
(ii) an opinion of counsel reasonably
satisfactory to the Company to the effect that registration under the Securities
Act is not required; provided, however, that the Company agrees that the
Investor may transfer the Shares to any entity or organization within the
Control Group (as defined below) (an "Exempt Transfer").
As used herein, "Control Group" means the University of
Colorado (“CU”), the University of Colorado Foundation, Inc.
(collectively with CU and the Investor, the “CU Entities”) or
any third party that directly or indirectly (by the ownership of voting
rights, the power to appoint the governing body, contract, or otherwise)
controls, is controlled by, or is under common control with the CU
Entities.
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The
Investor understands and agrees that the following legend (or one substantially
similar) will be placed on the certificates for the Shares:
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“THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF
ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO
AN
APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH
ACT.
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c. Registration. The
Investor understands that the Shares are being issued and sold in reliance
upon
exemptions provided in the Securities Act. The Investor understands
that the Company is under no obligation to register the Shares or to assist
the
Investor in complying with any exemption from registration if the Investor
should at a later date wish to dispose of such Shares. The Investor
understands that the Shares may not qualify for sale or other disposition under
Rule 144 promulgated under the Securities Act.
4. Indemnity. The
Company agrees to indemnify and hold harmless the CU Entities,
their directors, officers, stockholders, control affiliates, agents and
employees, from and against any claim, demand, loss, liability and expense
(including, without limitation, reasonable attorneys’ fees and disbursements)
incurred as a result of any misrepresentation or breach of any agreement,
representation, warranty or covenant made by the Company herein.
5. Anti-Dilution
and Preemptive Rights Covenant.
a. Calculation. The
Company agrees to maintain the Investor’s percentage ownership of the Company’s
total outstanding capital stock on a fully diluted basis calculated solely
based
upon the Investor’s ownership of the Shares and any additional
capital stock issued to the Investor pursuant to this Section 5 (collectively
with the Shares, the “Anti-Dilution Shares”) (excluding any
other securities of the Company owned by the Investor) at six percent (6 %)
(the
“Investor’s Ownership Interest”), subject to adjustment
downward if the Investor transfers any Anti-Dilution Shares (as discussed
below), as calculated in this Section 5(a). The calculation of the
Company’s total outstanding capital stock on a fully-diluted basis shall include
the Company’s issued and outstanding common stock, any other issued and
outstanding capital stock of the Company or any issued and outstanding
securities convertible or exchangeable into capital stock of the
Company. This calculation shall not include (i) any shares of
restricted stock or shares of capital stock issued or issuable upon the exercise
of options granted
to the Company’s employees, directors or consultants pursuant to any stock
purchase or stock option plans or other arrangements that are approved by the
Company’s board of directors (the “Board of Directors”); (ii)
any shares of capital stock issued by the Company in a public offering of such
stock pursuant to a registration statement filed under the Securities Act (a
“Public Offering”); or (iii) any shares of capital stock issued
by the Company in connection with an acquisition or merger with an unaffiliated
third party that is approved by the Board of Directors (an “Approved
Merger”) (collectively, the “Excluded
Securities”). The Company shall maintain the Investor’s
Ownership Interest by issuing to the Investor additional securities of the
same
type of security that triggers this provision. If the Investor transfers any
of
the Anti-Dilution Shares (other than in an Exempt Transfer), the Investor’s
Ownership Interest shall be reduced proportionately and the Company’s
anti-dilution obligation under this Section 5 shall be proportionately
reduced.
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b. Notice. If
the Investor is entitled to receive additional securities pursuant to Section
5(a) above, the Company shall provide the Investor with prompt written notice
thereof. A capitalization table showing the new capitalization of the
Company, including the adjustment in the number of securities issued to the
Investor, shall be provided with such notice. The Company shall
promptly deliver to the Investor the additional securities, and the Investor
shall not be obligated to pay any additional consideration for such additional
securities received.
c. Termination. The
Investor’s rights under Section 5(a) shall terminate on the earliest to occur of
the following: (i) immediately prior to a sale of all or
substantially all of the assets of the Company approved by the Board of
Directors, (ii) immediately prior to any issuance or exchange of stock in
connection with an Approved Merger in which the stockholders of the Company
immediately prior to such transaction own less than 50% of the Company’s or
other surviving entity’s voting power immediately following such transaction or
merger of the Company with and into Viral Genetics, Inc., a Delaware corporation
(“Viral Genetics”), pursuant to a Memorandum of Understanding between the
Company, Investor and Viral Genetics of even date herewith, (the events
described in subparagraphs (i) and (ii) shall be referred to as a
“Change in Control”); (iii) upon the closing of an equity
financing which results in the Company having received at least two million
dollars ($2,000,000) in the aggregate in equity financing from non-affiliated
third parties on an arms-length basis subsequent to the Effective Date (the
“Threshold Amount”) and shall not apply to any equity issued in
any financing in excess of the Threshold Amount (regardless of whether the
Threshold Amount is exceeded in the equity financing in which the Threshold
Amount is reached); or (iv) immediately prior to the effective date of any
Public Offering.
d. Preemptive
Rights. If the Investor’s rights pursuant to Section 5(a)
are terminated pursuant to Section 5(c)(iii), the Investor shall immediately
have the preemptive right to purchase its pro rata share of New Securities
(as
defined below) which the Company may, from time to time, sell and/or issue
at
the price at which such New Securities are to be issued (including in an equity
financing in which the Threshold Amount is reached), such pro rata share to
be
determined in the same manner as the Investor’s Ownership Interest (the
“Preemptive Share”). In the event the Company
proposes to undertake an issuance of New Securities, it shall give the Investor
written notice of its intention, describing the type of New
Securities, the price and the general terms and conditions upon which the
Company proposes to issue the New Securities (the “Issuance
Notice”). The Investor shall have fifteen (15) business days
from the date of receipt of the Issuance Notice (the “Exercise
Period”) to agree to purchase all or a portion of the Investor’s
Preemptive Share of such New Securities for the price and upon the general
terms
specified in the Issuance Notice by giving written notice to the Company, which
notice shall state the quantity of New Securities to be purchased by the
Investor (the “Preemptive Notice”). The Company
shall have 90 days after the expiration of the Exercise Period (the
“Offering Period”) to sell the New Securities which are not
purchased pursuant to the Preemptive Notice (the “Remaining New
Securities”) at a price and upon general terms no more favorable to the
purchasers thereof than specified in the Issuance Notice. In the
event the Company has not sold the Remaining New Securities within the Offering
Period, the Company shall not thereafter issue or sell any New Securities
without first complying with this Section 5(d). The Company agrees
that the Investor may transfer the rights granted to the Investor pursuant
to
this Section 5(d) to any entity or organization within the Control
Group. For purposes of this Section 5(d), “New
Securities” shall mean any equity securities of the Company whether or
not now authorized and any securities convertible, exchangeable or exercisable
for any equity security of the Company other than (i) Excluded Securities,
or
(ii) securities issuable upon the exercise, conversion or exchange of derivative
securities which were originally issued as New Securities in accordance with
this Section 5(d).
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6. Other
Covenants. The Company agrees that, so
long as the Investor owns the Shares or any additional shares issued to the
Investor under Section 5 above:
a. Corporate
Existence. The Company will preserve, renew and keep in full
force and effect, its corporate existence.
b. Compliance
with Laws. The Company will comply with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
except where the necessity of compliance therewith is contested in good faith
by
appropriate proceedings or where such noncompliance would not, individually
or
in the aggregate, have a material adverse effect on the business, operations,
assets, properties, liabilities, prospects or financial condition of the
Company.
c. Books
and Records. The Company will maintain true books and
records of account in which full and correct entries will be made of all its
business transactions pursuant to a system of accounting established and
administered in accordance with United States generally accepted accounting
principles consistently applied (except as noted therein), and will set aside
on
its books all such proper accruals and reserves as shall be required under
United States generally accepted accounting principles consistently
applied.
d. Information
Delivery Requirements. The Company shall deliver to the
Holder no later than sixty (60) days after the end of each of the first three
(3) calendar quarters, an income statement, balance sheet and statement of
cash
flows prepared in accordance with United States generally accepted accounting
principles consistently applied and a summary of corporate events, each for
the
preceding quarter. The Company shall deliver to the Holder no later
than ninety (90) days after the close of its fiscal year, an income statement,
balance sheet and statement of cash flows prepared in accordance
with United States generally accepted accounting principles consistently applied
and a summary of corporate events, each for the preceding fiscal
year.
7
7. Miscellaneous.
a. Remedy. In
addition to other remedies to the Investor may be entitled for a material breach
by the Company of this Agreement by contract, by law or otherwise, the Investor
shall also be entitled to terminate the License Agreement.
b. Confidentiality. Subject
to Section 00-00-000, et. seq., of the Colorado Revised Statutes, the
Investor agrees that it will hold in strict confidence any information that
is
disclosed, delivered or made available to it in connection with or pursuant
to
this Agreement (the “Company Confidential Information”) and
shall not disclose nor permit disclosure of any such information to anyone,
except to employees or agents of the Investor to whom disclosure is necessary,
and shall not use such information for any purpose other than to monitor its
investment in the Company. Notwithstanding the foregoing, the
Investor may disclose such information to the transferee in any Exempt Transfer
(an “Exempt Transferee”) so long as such Exempt Transferee
agrees, subject to Section 00-00-000, et. seq., of the Colorado Revised
Statutes, to keep any such information confidential under terms no less
stringent than is required pursuant to this
Agreement. Notwithstanding anything in this Agreement to the
contrary, the Investor shall have no obligation to preserve the confidential
nature of any Company Confidential Information which: (i) is or becomes
generally available to the public by other than unauthorized disclosure, (ii)
was or is independently discovered by Investor or its employees or affiliates
after the Effective Date, or (iii) is disclosed to the Investor by a party
under
no duty of confidentiality with respect to such
information. Disclosure of Confidential Information shall not be
precluded if disclosure is: (i) required by law or (ii) is in response to a
valid order of a court or other governmental body of the United States (provided
the Investor first gives written notice to the Company and makes a reasonable
effort to obtain a protective order requiring the Company Confidential
Information be used solely for the purpose for which the original order was
issued).
c. Observer
Rights. The Company shall allow one (1) representative (the
“Board Observer”), as may be designated by the Investor, to
attend all meetings of the Company’s Board of Directors in a nonvoting
capacity. The Company shall provide the Board Observer all notices,
materials and other information provided to the Board of Directors in connection
with any meetings of the Board of Directors. The Company reserves the
right to exclude the Board Observer from access to any material or meeting
or
portion thereof if the Company believes that such exclusion is reasonably
necessary to (i) preserve the attorney-client privilege, or (ii) avoid a
conflict of interest arising from a discussion of a transaction, dispute or
negotiation regarding the Investor. The Investor’s rights under this
Section 7(c) shall terminate immediately prior to the earliest to occur of
(y) a
Change in Control or (z) the effective date of any Public Offering.
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d. Entire
Agreement. This Agreement contains the entire agreement
among the parties with respect to the subject matter hereof. This
Agreement may be modified only in writing signed by the parties
hereto.
e. Governing
Law. The terms of this Agreement shall be construed in
accordance with the laws of the State of Colorado, as applied to contracts
entered into by Colorado residents within the State of Colorado and to be
performed entirely within the State of Colorado, without regard to the law
of
conflicts of the State of Colorado. The Company hereby
(i) submits to the non-exclusive jurisdiction of the courts of the State of
Colorado and the Federal courts of the United States sitting in the State of
Colorado for the purpose of any action or proceeding arising out of or relating
to this Agreement, (ii) agrees that all claims in respect of any such
action or proceeding may be heard and determined in such courts,
(iii) irrevocably waives (to the extent permitted by applicable law) any
objection which it now or hereafter may have to the laying of venue of any
such
action or proceeding brought in any of the foregoing courts in and of the State
of Colorado, and any objection on the ground that any such action or proceeding
in any such court has been brought in an inconvenient forum, and (iv) agrees
that a final judgment in any such action or proceeding shall be conclusive
and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner permitted by law.
f. Successors
and Assigns. This Agreement shall be binding upon the successors and
assigns of the parties hereto.
g. Severability.
If any provision of this Agreement shall be held invalid, illegal
or
unenforceable for any reason, the validity, legality and enforceability of
the
remaining provisions shall not in any way be affected or impaired
thereby.
h. Counterparts;
Facsimile Signatures. This Agreement may be executed in
multiple counterparts, each of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and
the same Agreement. This Agreement may be executed by delivery of an
original executed counterpart signature page by facsimile
transmission.
i. Notice. Any
and all notices, requests, consents and demands required or permitted to be
given hereunder shall be given in writing and shall be deemed to have been
duly
given and received (i) upon personal delivery, (ii) upon the first business
day
following the receipt of confirmation of facsimile transmission to the facsimile
number set forth below, (iii) the next business day after delivery to reputable
overnight courier addressed as set forth below, or (iv) upon the third business
day after deposit in the United States first class mail, postage prepaid and
addressed as set forth below. Any party hereto may by notice so given
change its address for future notices hereunder. Notices shall be
sent to the addresses specified below:
If
to the
Investor:
University
License Equity Holdings, Inc.
0000
Xxxxxx Xxxxxx, Xxxxx 000
Campus
Xxx 000
Xxxxxxx,
XX 00000
Attn: Xxx
Xxxxxxx
Fax: (000)
000-0000
9
With
a copy to:
Xxxxxxx
Xxx & Xxxxxx, LLC
0000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxxxxx 00000
Attention: Xxxxxx
X. Xxxxxxx, Esq.
Fax:
(000) 000-0000
If
to the Company:
V-Clip
Pharmaceuticals, Inc.
0000
Xxxxxxxx Xxxx Xxxxxx
Xxxxx,
XX
00000
Fax:
(000) 000-0000
j. Headings. The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
*
* * *
*
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IN
WITNESS WHEREOF, the parties have executed this Subscription Agreement
as of the date first above written.
| INVESTOR: | |||
| University License Equity Holdings, Inc. | |||
|
|
By:
|
||
| Its: | |||
| COMPANY: | |||
|
V-Clip
Pharmaceuticals, Inc
|
|||
| By: | |||
| Its: | |||
Schedule
A
CAPITALIZATION
Table
1 -- V-Clip Stockholders other than ULEHI
|
V-Clip
Stockholder
|
Number
of Shares
of
Common
Stock
|
|
Viral
Genetics
|
4,400
|
|
M.
Xxxxx Xxxxxx
|
2,200
|
|
Xxxxxx
Xxxxxxxx
|
2,200
|
|
Xxxx
Xxxxxx
|
500
|
|
Xxxxxx
Xxxxxxxx
|
100
|
|
Total
|
9,400
|
Table
2 -- V-Clip Stockholders including ULEHI
|
Shareholder
|
Shares
of V-Clip
Common Stock |
%
of Total
|
|
Viral
Genetics
|
4,400
|
44.00%
|
|
M.
Xxxxx Xxxxxx
|
2,200
|
22.00%
|
|
Xxxxxx
Xxxxxxxx
|
2,200
|
22.00%
|
|
Xxxx
Xxxxxx
|
500
|
5.00%
|
|
Xxxxxx
Xxxxxxxx
|
100
|
1.00%
|
|
ULEHI
|
600
|
6.00%
|
|
Total
|
10,000
|
100.00%
|
Table
2
represents all the shares of capital stock that will be issued and outstanding
after issuance of the ULEHI shares. There are no outstanding shares
of V-Clip preferred stock.
