Exhibit 4.2
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Bio-Life Labs, Inc. Subscription Agreement
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1. Subscription. Subject to the terms and conditions hereof, XXXXX AND
XXXXXXXX XXXXX, the undersigned Investor ("Investor") hereby subscribes to
purchase (i) Seven Million Five Hundred Thousand (7,500,000) Shares of Bio-Life
Labs, Inc. , at a purchase price of $0.04 per Share ("Shares") and (ii) warrants
to purchase Three Million Seven Hundred Fifty Thousand (3,750,000) shares of the
Company's common stock, exercisable for a period of three (3) years at a price
of US Twenty Cents (US $0.20) per share ("Warrants") callable by the company at
$0.20 if the bid price closes at or greater than $0.50 per share for 30
consecutive days.
2. Private Placement. The parties acknowledge that this offering has been
made and this Subscription Agreement has been entered into as a private
placement negotiated between the parties. The issuance is considered exempt
under Section 4(2) of the Securities Act of 1933.
3. Knowledge of Financial and Business Status of Company. Investor
acknowledges that he has been involved with the Company for a period of time,
has met in person or telephonically with management immediately prior to this
investment, and has reviewed the current financial condition of the Company and
its business plan. Investor is aware that the Company and the Company's
subsidiary requires net capital and the Company, as a whole, needs operating
capital without which it may become insolvent.
4. Representations and Warranties. In consideration of the sale of such
common shares, intending to be legally bound and intending the Company to rely
thereupon, Investor hereby represents, warrants, and covenants, to the Company
as follows:
Neither the Company nor any person acting on behalf of the Company has offered
to sell, offered for sale or sold the Common Shares by means of general
solicitation or general advertising. Investor has not received, paid or given,
directly or indirectly, any commission or remuneration for or because of any
sale or the solicitation of any sale of the Common Shares.
Company represents and warrants that the Common Shares being issued herein are
restricted under SEC Rule 144, and Investor is aware of restricted sale
provisions that make up Rule 144.
Investor has been offered full access to all underlying documents in connection
with this transaction as well as such other information as Investor has deemed
necessary or appropriate for a prudent and knowledgeable investor to evaluate
the purchase of the Common Shares. Investor acknowledges that the Company has
made available to Investor the opportunity to obtain additional information
from, to ask questions of, and receive satisfactory answers from the officers of
the Company concerning the terms and conditions of the private placement and to
verify the information given. Investor is satisfied that there is no material
information concerning the condition, properties, operations and prospects of
the Company of which Investor is unaware. In making his or her investment
decision, Investor has relied solely upon his or her independent investigation
of the investment.
Investor is aware that an investment in the Common Shares is a highly
speculative investment that involves a substantial degree of risk. Investor
warrants that he/she has such sufficient requisite knowledge and experience in
business and financial matters that Investor is capable of evaluating the merits
and risks of an investment in the Company, which is an early stage business.
Investor understands that the Company is relying on Investor's representations
for the purposes of confirming Investor's suitability as an investor in the
Company.
Investor is aware that the Common Shares have not been registered under the
Securities Act of 1933 (the "Act"), and that Investor must therefore bear the
economic risk of the investment indefinitely because the Common Shares cannot be
sold unless subsequently registered under the Act or under an available
exemption from registration. Investor agrees not to sell his Common Shares
without registration under the Act and applicable state securities laws unless
in a transaction exempt therefrom.
The Common Shares for which Investor hereby subscribes are being acquired for
investment purposes, solely for Investor's own account and not on behalf of
other persons, and not with a view to or for the resale, distribution,
subdivision, or fractionalization thereof; Investor has no present plans to
enter into any contract, undertaking, agreement, or arrangement for any such
resale, distribution, subdivision, or fractionalization thereof. Investor agrees
that he or she will not sell, assign, pledge, give, transfer or otherwise
dispose of any or all of the Common Shares or any interest therein unless and
until Investor has complied with all applicable provisions of federal and state
securities laws.
Investor has reviewed his or her financial condition and commitments. Based upon
such review, Investor is satisfied that he or she has adequate means of
providing for his or her financial needs and possible contingencies as well as
those of any dependents, and that he or she does not have any current or
foreseeable future need for liquidity of the funds being utilized in the
purchase of the Common Shares. Investor is capable of bearing the economic risk
of the investment in the Common Shares for the indefinite future. At this time,
Investor has assets or sources of income that, if taken together, are more than
sufficient so that Investor could bear the risk of loss of its, his or her
entire investment in the Common Shares.
Investor is aware that this transaction is a "private placement" and has not
been reviewed by the United States Securities and Exchange Commission or by any
state securities authorities. No agency, federal or state, has passed upon the
fairness or merits of this investment.
Investor is aware that the Company is in breach of its Placement Agent Agreement
with Vertical Capital Partners, Inc. and that in addition to having many of the
proceeds raised in this offering being utilized for the repayment of Bridge Note
investors, the Company may owe additional fees to Vertical that have not yet
been determined.
Investor is aware that the assets of the Company are encumbered by the Bridge
Note investors and Vertical Capital Partners, Inc.
Neither this Subscription Agreement nor Investor's rights hereunder, may be
assigned, sold or transferred in any manner and this Subscription Agreement may
not be altered, amended or revoked without the prior written consent of the
President of the Company.
Investor is a bona fide resident as set forth next to Investor's signature, such
location is Investor's principal residence, and Investor is at least 18 years of
age.
Investor understands and agrees that if Investor's subscription is accepted,
Investor will be required to execute such additional documents as may be
necessary to effect the issuance of the Company's Common Shares which Investor
has purchased.
The foregoing representations, warranties and covenants are true and accurate as
of the date hereof and shall be true and accurate as of the date of completion
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of the Private Placement. If such representations and warranties shall not be
true and accurate in any respect prior to completion of the Private Placement,
Investor shall give written notice of such fact to the Company, specifying which
representations and warranties are not true and accurate and the reasons
therefore.
5. Registration Rights. The Investor will be entitled to registration
rights of the shares of common stock issued to him pursuant to this subscription
agreement on registration statements (other than on Form X-0, X-0 or similar
Forms) filed by the Company. The Company shall file a registration statement on
or before November 30, 2005 registering the shares issued to the Investor
pursuant to this Subscription Agreement. A registration statement must be filed
on or before November 30, 2005 for all Shares and shares underlying the
Warrants, but in the event that Holder exercises its option, defined below in
paragraph number 6, the registration date shall be extended. In the event that
the Company does not file the registration statement, registering the shares
purchased hereunder on or before November 30, 2005 (or January 31, 2006 if such
period has been extended pursuant to the terms of this subscription agreement),
the Company shall pay Investor 150,000 shares of common stock and 75,000
warrants, on the same terms as the warrants issued hereunder, for each month
that the registration statement is not filed.
6. Holder is hereby granted the option by the Company to invest in up to
50% of a subsequent offering that closes on or before November 30, 2005, with
registration rights at whatever terms are negotiated in that offering ("the
Option"). If such Option is exercised, all Holder's underlying shares herein,
including Shares and Warrants purchased on or about June 20, 2005, shall be
registered on a registration statement on or before January 31, 2006.
7. Indemnification. Investor acknowledges that he understands the meaning
and legal consequences of the representations and warranties contained herein,
and Investor hereby agrees to indemnify and hold harmless the Company, its
directors, officers and representatives, and any person controlling the Company
within the meaning of Section 15 of the Act, from and against any and all claim,
loss, damage, expense and liability whatsoever (including, but not limited to,
any and all expenses whatsoever reasonably incurred in investigating, preparing
or defending any litigation commenced or threatened or any claim whatsoever)
based upon, due to or arising out of a breach of any representation or warranty
or covenant of the undersigned contained in this Subscription Agreement or in
the Financial Questionnaire or of any false representation by Investor.
8. Miscellaneous.
This Subscription Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations and understandings which are deemed to have been merged
herein. No representations were made or relied upon by either party, other
than those expressly set forth herein.
This writing shall be amended only by a further writing. No agent,
employee, or other representative of any party is empowered to alter any of
the terms hereof, including specifically this Paragraph, unless done in
writing and signed by both parties.
Whenever required by the context hereof: the masculine gender shall be
deemed to include the feminine and neuter; and the singular member shall be
deemed to include the plural. Time is expressly declared to be of the
essence of this Agreement. This Agreement shall be deemed to have been
mutually prepared by all parties and shall not be construed against any
particular party as the draftsman. The invalidity of any one or more of the
words, phrases, sentences, clauses, sections or subsections contained in
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this Agreement shall not affect the enforceability of the remaining
portions of this Agreement or any part hereof, all of which are inserted
conditionally on their being valid in law, and, in the event that any one
or more of the words, phrases, sentences, clauses, sections or subsections
contained in this Agreement shall be declared invalid by a court of
competent jurisdiction, this Agreement shall be construed as if such
invalid word or words, phrase or phrases, sentence or sentences, clause or
clauses, section or sections, or subsection or subsections had not been
inserted.
The validity, interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of Nevada. Venue
and jurisdiction of any controversy or claim arising out of, or relating to
this Subscription Agreement, or the breach thereof, that cannot be resolved
by negotiation, shall be in the County of Las Vegas, State of Nevada. In
any legal action or other proceeding involving, arising out of or in any
way relating to this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees, costs, and expenses of litigation.
The failure of any party to object to, or to take affirmative action with
respect to, any conduct of any other party which is in violation of the
terms of this Agreement shall not be construed as a waiver of such
violation or breach, or of any future breach, violation, or wrongful
conduct. No delay or failure by any party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall
constitute a waiver or exhaustion of that or any other right, unless
otherwise expressly provided herein.
Headings in this Subscription Agreement are for convenience only and shall
not be used to interpret or construe its provisions.
This Subscription Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
The provisions of this Subscription Agreement shall be binding upon and
inure to the benefit of each of the parties and their respective successors
and assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Subscription
Agreement dated this ____ day of______________, in the year 2005.
By, _______________________________________PRINT NAME:
Xxxxx and Xxxxxxxx Xxxxx
(Signature of INVESTOR)
With a current address of ___________________________________________________
In the City of____________________________, State/Province of _______________,
Country of________________________________
ACCEPTED: BIO-LIFE LABS, INC.
By, ____________________________ Its:__________________________________
Signature of Officer Title
DATE,____________________________
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Securities Issuance Instructions
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The undersigned, as a condition to purchase 7,500,000 Shares (the "Securities")
of Bio-Life Labs, Inc., a Nevada corporation (the "Company"), hereby certifies
to the Company as follows:
1. I, Xxxxx and Xxxxxxxx Xxxxx (Purchaser Name) am purchasing the Securities on
this 20th day of June, in the year 2005, in my own name and for my own account
(or for a trust account if I am a trustee), and no other person has any interest
in or right with respect to the Securities, nor have I agreed to give any person
any such interest or right in the future.
2. I am acquiring the Securities for investment and not with a view to or for
sale in connection with any distribution of the Securities. I recognize that the
Securities have not been registered under the Federal Securities Act of 1933,
that any disposition of the Securities is subject to restrictions imposed by
federal and state law and that the certificates representing the Securities will
bear a restrictive legend. I also recognize that I cannot dispose of the
Securities absent registration and qualification, or an available exemption from
registration and qualification, and that no undertaking has been made with
regard to registering or qualifying the Securities in the future. I understand
that the availability of an exemption in the future will depend in part on
circumstances outside my control and that I may be required to hold the
Securities for a substantial period. I understand that the United States
Securities and Exchange Commission has made no finding or determination relating
to the fairness for investment of the Securities offered by the Company and that
the Commission has not and will not recommend or endorse the Securities.
3. I have not seen or received any advertisement or general solicitation with
respect to the sale of the Securities.
4. I believe, by reason of my business or financial experience that I am capable
of evaluating the merits and risks of this investment and of protecting my own
interests in connection with this investment.
5. I acknowledge that during the course of this transaction and prior to
purchasing the Securities I have been provided with financial and other written
information about the Company, I have been given the opportunity by the Company
to obtain such information and ask such questions concerning the Company, the
Securities, and my investment as I felt necessary, and to the extent I availed
myself of such opportunity, I received satisfactory information and answers. If
I requested any additional information, which the Company possessed or could
acquire without unreasonable effort or expense and which was necessary to verify
the accuracy of the financial and other written information furnished to me by
the Company, that additional information was provided to me. In reaching the
decision to invest in the Securities, I have carefully evaluated my financial
resources and investment position and the risks associated with this investment,
and I acknowledge that I am able to bear the economic risks of this investment.
I further acknowledge that my financial condition is such that I am not under
any present necessity or constraint to dispose of the Securities to satisfy any
existent or contemplated debt or undertaking.
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Please PRINT below the exact information regarding the Purchaser:
INDIVIDUAL
Xxxxx and Xxxxxxxx Xxxxx
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Individual Name(s)
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Xxxxxx Xxxxxxx, Xxxx, Xxxxx/Xxxxxxxx and Postal Code
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Signature (All record holders should sign)
(____)____________Telephone Number (____)_______________Fax Number
CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY
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Name of Entity
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Address to Which Correspondence should be Directed
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Type of Entity (i.e., corporation, partnership etc)
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State/Province of Formation of Entity
By:____________________________________Printed:_________________________________
Its:____________________________________
Title
(____)____________Telephone Number (____)_______________Fax Number
If Securities are being subscribed for by an entity, the Certificate of
Signatory below must be completed.
CERTIFICATE OF SIGNATORY
To be completed if Securities are being subscribed for by an entity.
I, ____________________________________, am the ____________________________ of
_________________________________________________________(the "Entity ").
I certify that I am empowered and duly authorized by the Entity to execute and
carry out the terms of the Subscription Agreement and Securities Issuance
Instructions to purchase and hold the Securities, and certify that the
Subscription Agreement and Securities Issuance Instructions have been duly and
validly executed on behalf of the Entity and constitute legal and binding
obligations of the Entity.
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IN WITNESS WHEREOF, I have hereto set my hand this _______day of _____, 20_____.
__________________________________ Signature
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