SUBSCRIPTION AGREEMENT IMVISION THERAPEUTICS INC.
EXHIBIT 10.11
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.
SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made effective as of the 30th day of June, 2006 between ImVisioN Therapeutics Inc., a Nevada corporation (the "Company") and the undersigned subscriber (the "Subscriber").
WHEREAS:
A. The Company has approved the offering of up to 7,925,000 shares of the Company’s common stock, par value US$0.001 per share at a price of US$0.001 per share to certain founders of the Company (the “Offering”).
B. The Subscriber is a founder of the Company and desires to acquire the number of shares of the Company’s common stock as set forth on the execution page of this Agreement (the "Shares") on the terms and subject to the conditions of this Subscription Agreement.
C. The Company desires to accept the Subscriber’s subscription for the Shares.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1. Subscription for Shares
1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the Shares from the Company at a price equal to US$0.001 per Share and the Company agrees to sell the Shares to the Subscriber.
1.2 The purchase price is payable by the Subscriber to the Company contemporaneously with the execution and delivery of this Subscription Agreement.
1.3 The certificates representing the Shares sold pursuant to this Offering will be “restricted shares”, as contemplated under United States Securities Act of 1933 (the “Securities Act”), and will be endorsed with the following legend:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS
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FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.”
1.4 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the Subscriber’s address indicated herein.
2. Representations and Warranties of Subscriber
2.1 The Subscriber hereby agrees with and represents and warrants to the Company as follows:
| (a) |
the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription; | |
| (b) |
an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; | |
| (c) |
the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; | |
| (d) |
the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; | |
| (e) |
the Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; | |
| (f) |
the Subscriber has not purchased the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; | |
| (g) |
the Subscriber understands that the Shares are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC provide in substance that the Subscriber may dispose of the Shares only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act; | |
| (h) |
If the Subscriber decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless: | |
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(i) the sale is to the Company; |
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| (ii) |
the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act and in compliance with applicable local laws and regulations; | |
| (iii) |
the sale is made pursuant to the exemption from the registration requirements under the Securities Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws; or | |
| (iv) |
the Shares are sold in a transaction that does not require registration under the Securities Act or any applicable state laws and regulations governing the offer and sale of securities, |
|
and, in the cases of (iii) and (iv), it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company. | ||
| (i) |
the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; | |
| (j) |
the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; and | |
| (k) |
the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms. |
3. Company Representations
3.1 The Company represents and warrants to the Subscriber and acknowledges that the Subscriber is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement:
| (a) |
the Company is a corporation duly incorporated and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authority to conduct its business as it is currently being conducted; | |
| (b) |
the issuance of the Shares has been duly authorized and, when issued upon payment thereof in accordance with this Agreement, will have been validly issued, fully paid and non-assessable; | |
| (c) |
the Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Subscription Agreement; and | |
| (d) |
the execution and delivery by the Company of the Subscription Agreement have been duly authorized by all necessary action on the part of the Company. |
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4. Miscellaneous
4.1 Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada.
4.2 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year first written above.
| Number of Shares Subscribed For: | Shares |
| Purchase Price: | US$0.001 per Share |
| Aggregate Purchase Price: | US$ |
| Signature of Subscriber or Authorized | |
| Signatory of Subscriber: | |
| Name of Authorized Signatory of | |
| Subscriber (if Subscriber is not an | |
| individual): | |
| Title of Authorized Signatory of | |
| Subscriber(if Subscriber is not an | |
| individual): | |
| Name of Subscriber: | |
| Address of Subscriber: | |
| ACCEPTED BY: | |
| IMVISION THERAPEUTICS INC. | |
| Signature of Authorized Signatory: | |
| Name of Authorized Signatory: | |
| Position of Authorized Signatory: |
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| Date of Acceptance: | June ___, 2006 |
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