EXHIBIT 99.1
SUBSCRIPTION AGENT AGREEMENT
This Subscription Agent Agreement (the "Agreement"), made and entered
into as of this ___ day of May, 2005, by and between OMNICORDER TECHNOLOGIES
INC., a Delaware corporation (the "Company"), and CORPORATE STOCK TRANSFER, INC.
(the "Subscription Agent"),
W I T N E S S E T H :
WHEREAS, the Company has filed a Registration Statement on Form SB-2,
as amended (Registration No. 333-122328) with the Securities and Exchange
Commission (the "Registration Statement") in connection with the proposed
offering (the "Rights Offering") of up to 3,977,273 transferable subscription
rights (the "Rights") to purchase 3,977,273 shares of the Company's series B
convertible preferred stock, par value $.01 per share (the "Series B
Preferred"), which are to be issued to holders of outstanding shares of the
Company's common stock, par value $.001 per share (the "Common Stock", and such
holders, the "Common Stockholders");
WHEREAS, the Subscription Agent presently serves as transfer agent and
registrar of the Company's Common Stock and will also serve as transfer agent
and registrar for the Rights and the Series B Preferred;
WHEREAS, the Company intends to issue to all Common Stockholders one
Right (the "Basic Subscription Right") for every 7.53 shares of Common Stock
held of record as of May __, 2005 (the "Record Date"), and intends that the
Rights will be exercisable to purchase one share of Series B Preferred at a
subscription price of $.88 (U.S.) per share (the "Subscription Price"), that any
Rights holder who exercises all of their Basic Subscription Rights may subscribe
for additional shares of Series B Preferred pursuant to a limited
Over-Subscription Right (as defined herein), and that the Rights will be
evidenced by transferable certificates (the "Rights Certificates") in a form
satisfactory to the Subscription Agent and the Company;
WHEREAS, notwithstanding the foregoing recital, Common Stockholders who
purchased shares of the Company's series A convertible preferred stock, par
value $.01 per share (the "Series A Preferred"), in December 2004 are not
entitled to receive Basic Subscription Rights, but will be entitled to exercise
Over-Subscription Rights on a pro rata basis with Common Stockholders who
receive and exercise in full Basic Subscription Rights; and
WHEREAS, the Company desires to employ the Subscription Agent to act as
a subscription agent in connection with the Rights Offering, including, but not
limited to, the issuance and delivery of the Rights Certificates, and the
Subscription Agent is willing to act in such capacity:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Rights and the Rights Certificates and the respective rights
and obligations thereunder of the Company, the holders of Rights Certificates
and the Rights Agent, the parties agree as follows:
ARTICLE I
APPOINTMENT OF SUBSCRIPTION AGENT
1.1 APPOINTMENT OF SUBSCRIPTION AGENT. The Company hereby appoints the
Subscription Agent to act as agent for the Company in accordance with the
instructions set forth in this Agreement, and the Subscription Agent hereby
accepts such appointment.
ARTICLE II
DELIVERY OF DOCUMENTS BY COMPANY
2.1 DELIVERY OF DOCUMENTS BY COMPANY. The Company will cause to be
timely delivered to the Subscription Agent sufficient copies of the following
documents for delivery to all intended recipients of the Rights (the "Rights
Offerees"):
(a) the Prospectus;
(b) blank Rights Certificates, including instructions for completion;
(c) a transmittal letter to Rights Offerees (the "Rights Letter");
(d) separate instructions for Rights Offerees who are nominees (the
Nominee Instructions"); and
(e) a notice of guaranteed delivery (the "Notice of Guaranteed
Delivery").
2.2 ADDITIONAL DOCUMENTS TO BE DELIVERED BY COMPANY. The Company
will also deliver to the Subscription Agent:
(a) resolutions adopted by the Board of Directors of the Company in
connection with the Rights Offering, certified by the Secretary or Assistant
Secretary of the Company.
ARTICLE III
DETERMINATION OF RIGHTS OFFEREES AND RIGHTS
3.1 DETERMINATION OF RIGHTS OFFEREES. On the Record Date, the
Subscription Agent shall create and maintain, from the stock ledger and register
it maintains in its capacities as transfer agent and registrar for the Common
Stock, a list of the names, addresses and taxpayer identification numbers of the
Rights Offerees and the number of Rights each such Rights Offeree is entitled to
receive in the Rights Offering (the "Rights Ledger"). With respect to the Common
Stock held of record by stock depositary trust companies, the Subscription Agent
and the Company shall timely solicit and obtain a list containing similar
information with respect to the broker/dealers or banks for whom such companies
hold such stock as nominee and merge such information with and into the Rights
Ledger. The Rights Offerees shall be established as of the close of business on
the Record Date.
3.2 DETERMINATION OF RIGHTS. Each Rights Offeree shall receive one
Right for every 7.53 shares of Common Stock held of record as of the Record
Date. Fractional Rights will not be issued by the Company.
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ARTICLE IV
MAILING OF SUBSCRIPTION DOCUMENTS BY SUBSCRIPTION AGENT
4.1 MAILING OF SUBSCRIPTION DOCUMENTS BY SUBSCRIPTION AGENT. Except as
provided in Section 4.2 below, upon the written advice of the Company, signed by
any of its duly authorized officers, after the date of effectiveness of the
Registration Statement, the Subscription Agent shall mail or cause to be mailed,
via first class mail, to each Rights Offeree a prospectus, Rights Certificate,
including instructions for completion, Rights Letter and Notice of Guaranteed
Delivery (the "Subscription Documents"). Prior to mailing, the Subscription
Agent, as transfer agent and registrar for the Rights, will cause to be issued
Rights Certificates in the names of the Rights Offerees and for the number of
Rights to which they are each entitled, as determined in accordance with Section
3 above. The Subscription Agent shall make reasonable efforts to identify which
of the Rights Offerees are likely to be nominee holders and to include the
Nominee Instructions with such mailing to such Rights Offerees. The Subscription
Agent shall either manually sign or affix a duly authorized facsimile signature
on all Rights Certificates. The signatures of the officers of the Company on the
Rights Certificates shall be facsimile signatures. Immediately after the Rights
Certificates are mailed, the Subscription Agent shall execute and deliver to the
Company a certificate in the form Exhibit A hereto.
4.2 FOREIGN STOCKHOLDERS. If requested by the Company, the
Subscription Agent shall airmail or courier the documents required by Section
4.1 to Rights Offerees whose addresses are outside the United States or Canada
and take other reasonable action requested by the Company to cause the timely
delivery of such documents to such Rights Offerees.
ARTICLE V
SUBSCRIPTION PROCEDURE
5.1 VALID EXERCISE OF RIGHTS. For a valid exercise of Rights to occur,
the Subscription Agent must receive, by mail, hand delivery, and otherwise,
prior to 5:00 p.m., New York City time, on June __, 2005 (the "Expiration
Date"), which time period may not be extended by the Company, the Rights
Certificate pertaining to such Rights, which has been properly completed and
endorsed for exercise, as provided in the instructions on the reverse side of
the Rights Certificate, and payment in full in U.S. dollars of the Subscription
Price for the number of shares of Series B Preferred subscribed by check, bank
check, money order or other negotiable instrument payable to the order of
"Corporate Stock Transfer, Inc., as Subscription Agent for OmniCorder
Technologies, Inc."
5.2 GUARANTEED SIGNATURES. If a Rights Offeree requests that the
Rights Certificate representing the Series B Preferred to be issued in a name
other than the name of the Rights Offeree or such certificate is to be sent to
an address other than the address shown on such Rights Offeree's Rights
Certificate, the signatures on such Rights Certificate must be guaranteed by a
financial institution (including commercial banks, savings and loan associations
and brokerage houses) that is a member of a recognized signature guarantee or
medallion program within the meaning of Rule l7 Ad-l5 under the Securities
Exchange Act of 1934, as amended (each, an "Eligible Institution").
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5.3 DEPOSITORY TRUST COMPANY. In the case of Rights Offerees of
Rights that are held of record through the Depository Trust Company ("DTC"),
exercises of the Basic Subscription Right may be effected by instructing DTC to
transfer Rights from the DTC account of such Rights Offeree to the DTC account
of the Subscription Agent, together with payment of the Subscription Price for
each Unit subscribed for pursuant to the Basic Subscription Right and the
Over-Subscription Right, as applicable. Alternatively, a Rights Offeree may
exercise the Rights evidenced by the Rights Certificate by effecting compliance
with the procedures for guaranteed delivery set forth in Section 5.4 below.
5.4 NOTICE OF GUARANTEED DELIVERY. If a Rights Offeree wishes to
exercise Rights, but time will not permit such Rights Offeree to cause the
Rights Certificate evidencing such Rights to reach the Subscription Agent on or
prior to the Expiration Date, such Rights may nevertheless be exercised if all
of the following conditions are met (the "Guaranteed Delivery Procedures"): (a)
such Rights Offeree has caused payment in full of the Subscription Price for
each share of Series B Preferred being subscribed for pursuant to the Basic
Subscription Right and the Over-Subscription Right to be received by the
Subscription Agent on or prior to the Expiration Date; (b) the Subscription
Agent receives, on or prior to the Expiration Date, a guarantee notice (a
"Notice of Guaranteed Delivery"), substantially in the form provided with the
Subscription Documents, from an Eligible Institution, stating the name and
address of the Rights Offeree, the Rights Certificate number(s) held by such
Rights Offeree, the number of Rights held by the Rights Certificate or Rights
Certificates held by such Rights Offeree, the number of shares of Series B
Preferred being subscribed for pursuant to the Basic Subscription Right and the
number of shares of Series B Preferred, if any, being subscribed for pursuant to
the Over-Subscription Right, and guaranteeing the delivery to the Subscription
Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m.,
New York City time, on the date three (3) business days following the date of
the Notice of Guaranteed Delivery; and (c) the properly completed Rights
Certificate(s) evidencing the Rights being exercised, with any required
signatures guaranteed, are received by the Subscription Agent, or such Rights
are transferred into the DTC account of the Subscription Agent, at or prior to
5:00 p.m., New York City time, on the date three (3) business days following the
date of the Notice of Guaranteed Delivery relating thereto. The Notice of
Guaranteed Delivery way be delivered to the Subscription Agent in the same
manner as Rights Certificates at the addresses set forth above, or may be
transmitted to the Subscription Agent by telegram or facsimile transmission
(facsimile: (000) 000-0000).
5.5 DEEMED EXERCISES. If a Rights Offeree has not indicated the number
of Rights being exercised, or if the Subscription Price payment forwarded by
such Rights Offeree to the Subscription Agent is not sufficient to purchase the
number of shares of Series B Preferred subscribed for, the Rights Offeree will
be deemed to have exercised the Basic Subscription Right with respect to the
maximum number of Rights which may be exercised for the Subscription Price
delivered to the Subscription Agent and, to the extent that the Subscription
Price payment delivered by such Rights Offeree exceeds the Subscription Price
multiplied by the maximum number of Rights which may be exercised (the
Subscription Excess"), the Rights Offeree will have been deemed to have
exercised its Over-Subscription Right to purchase, except as provided in Section
8.2, that number of shares of Series B Preferred equal to the quotient obtained
by dividing the Subscription Excess by the Subscription Price, up to the maximum
number of shares of Series B Preferred purchasable by such Rights Offeree. The
Subscription Agent, as soon as practicable after the exercise of the Rights,
shall mail to such Rights Offerees any portion of the
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Subscription Excess not applied to the purchase of shares of Series B Preferred
pursuant to the Over-Subscription Right, without interest or deduction.
ARTICLE VI
DELIVERY OF STOCK CERTIFICATES AND WARRANTS
6.1 DELIVERY OF STOCK CERTIFICATES. As soon as practicable after the
Expiration Date, the Subscription Agent shall mail certificates representing the
shares of Series B Preferred subscribed for by the holders of the Rights. The
certificates shall be mailed via first class mail to the subscribers' address as
shown on the reverse side of the Rights Certificate or, if none, then as listed
on the Subscription Agent's register (except that the Subscription Agent shall
comply with any ancillary written delivery instructions provided by any
subscriber). The Subscription Agent shall maintain a mail loss surety bond
protecting the Company and the Subscription Agent from loss or liability arising
out of non-receipt or non-delivery of such certificates.
ARTICLE VII
FRACTIONAL RIGHTS AND SHARES
7.1 FRACTIONAL RIGHTS AND SHARES. No fractional Rights will be issued
by the Company. A Rights Certificate may not be divided in such a manner as
would permit the holders to subscribe for a greater number of shares of Series B
Preferred than the number for which they would be entitled to subscribe under
the original Rights Certificate. Rights Offerees, such as banks, securities
dealers and brokers, who receive Rights as nominees for one or more beneficial
owners shall be entitled to exercise their Rights Certificates on behalf of the
beneficial owners.
ARTICLE VIII
OVER-SUBSCRIPTION RIGHT
8.1 OVER-SUBSCRIPTION RIGHT. If a Rights Offeree exercises his or her
Basic Subscription Right in full, the Rights Offeree may subscribe for
additional shares of Series B Preferred (the "Over-Subscription Right") at the
Subscription Price, on a pro rata basis with Common Stockholders who also
beneficially own Series A Preferred and who were not, pursuant to the terms of
the Series A Preferred, entitled to receive Basic Subscription Rights. The
Subscription Agent shall determine the number of shares of Series B Preferred
subscribed for pursuant to the exercise of all Over-Subscription Rights. If
sufficient shares of Series B Preferred in excess of all shares of Series B
Preferred subscribed for pursuant to the regular exercise of Rights are
available to satisfy all exercised Over-Subscription Rights, the Subscription
Agent shall fill all such exercised Over-Subscription Rights. To the extent,
however, that sufficient shares of Series B Preferred are not available to fill
all such exercised Over-Subscription Rights, the shares of Series B Preferred
which are available will be allocated among those electing to additionally
subscribe on a pro rata basis in proportion to the amount of each
securityholder's Over-Subscription. Unsubscribed Rights as of the Expiration
Date may be subscribed for by those electing to exercise the Over-Subscription
Right. To exercise the Over-Subscription Right, the appropriate block on the
Subscription form must be completed and payment in full for additional shares of
Series B Preferred must accompany the form and be submitted to the Subscription
Agent prior to the Expiration Date.
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8.2 REFUND. In the event any holder who exercises his Basic
Subscription Right or Over-Subscription Right does not receive the shares of
Series B Preferred subscribed thereby, the Subscription Agent shall refund the
Subscription Price paid for the shares of Series B Preferred not received,
without interest, to such holder promptly after the Expiration Date.
ARTICLE IX
DEFECTIVE EXERCISE OF RIGHTS; LOST RIGHTS CERTIFICATES
9.1 DEFECTIVE EXERCISE OF RIGHTS. The Company shall have the right to
reject any defective exercise of Rights or to waive any defect in exercise. If
the Company advises the Subscription Agent that the Company rejects any
defective exercise of Rights (except a failure to pay the full Subscription
Price with respect to such exercise), at the Company's request the Subscription
Agent shall as soon as practicable either (i) telephone the holder of such
Rights (at the telephone number on the reverse side of the Rights Certificate)
to explain the nature of the defect if the defect and the necessary correction
can be adequately explained by telephone and the holder can correct the defect
without possession of the Rights Certificates, or (ii) mail the Rights
Certificate, together with a letter explaining the nature of the defect in
exercise and how to correct the defect. If an exercise is not defective except
that there is a partial payment of the Subscription Price, the Subscription
Agent shall issue only the number of shares of Series B Preferred for which
sufficient payment has been made and seek additional payment for the remaining
number of shares of Series B Preferred for which the exercise of the underlying
Rights had been attempted. Any Rights Certificate with respect to which defects
in exercise are not corrected prior to 5:00 p.m., New York City time, on the
Expiration Date, shall be returned with any applicable tendered funds, without
interest, to the holder of such Rights Certificate.
9.2 LOST RIGHTS CERTIFICATES. If any Rights Certificate is alleged to
have been lost, stolen or destroyed, the Subscription Agent should follow the
same procedures followed for lost stock certificates representing shares of
Common Stock of the Company that the Company and the Subscription Agent in its
capacity as transfer agent for the Common Stock use, provided that such
procedure must be completed prior to the Expiration Date in order to be
effective.
ARTICLE X
PROOF OF AUTHORITY TO SIGN
10.1 PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not
procure supporting legal papers, and is authorized to dispense with proof of
authority to sign (including any proof of appointment or authority to sign of
any fiduciary, custodian for a minor, or other person acting in a representative
capacity), and to dispense with the signatures of co-fiduciaries, in connection
with exercise of the Rights in the following cases:
(a) where the Rights Certificate is registered in the name of an
executor, administrator, trustee, custodian for a minor or other fiduciary, and
the subscription form thereof is executed by such executor, administrator,
trustee, custodian for a minor or other fiduciary, and the shares of Series B
Preferred subscribed for are to be issued in the name of the registered holder
of the Rights Certificate, as appropriate;
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(b) where the Rights Certificate is in the name of a corporation and
the subscription form thereof is executed by an officer of such corporation and
the shares of Series B Preferred subscribed for are to be issued in the name of
such corporation;
(c) where the Rights Certificate is executed by a bank or broker as
agent for the registered holder of the Rights Certificate; provided that, the
shares of Series B Preferred subscribed for are to be issued in the name of the
registered holder of the Rights Certificate; and
(d) where the Rights Certificate is registered in the name of a
decedent and the subscription form thereof is executed by a subscriber who
purports to act as the executor or administrator of the estate, provided (i) the
subscription is for not more than $1,000, and (ii) the shares of Series B
Preferred subscribed for are to be registered in the name of the subscriber as
executor or administrator of such estate of the deceased registered holder. In
all of the cases set forth in this Section 10 and notwithstanding anything
contained in this Agreement to the contrary, the check tendered in payment of
the applicable subscription must be drawn for the proper amount, to the order of
the Subscription Agent and otherwise be in proper form, and there must be no
evidence indicating that the subscriber is not the duly authorized
representative he purports to be. In cases other than those set forth above, the
Subscription Agent should procure the necessary legal documents. However, in the
event that all legal requirements for proper exercise of the Rights have not
been met at the Expiration Date, the Subscription Agent may accept approval from
the Company as to whether such Rights Certificates may be accepted and the
shares of Series B Preferred subscribed for thereunder issued.
ARTICLE XI
ESCROW OF FUNDS
11.1 ESCROW OF FUNDS. Any funds received by the Subscription Agent as
payment in connection with subscriptions for shares of Series B Preferred
pursuant to the Rights Offering shall be deposited in an escrow account with
Guaranty Bank and Trust Company ("Guaranty Bank") to be held in trust and escrow
by Guaranty Bank (and shall be invested in a non-interest-bearing bank account
or other investment acceptable to the Company) pending receipt of written
disbursement instructions from the Company, at which time the funds shall be
disbursed in accordance with such written instructions from the Company. The
Subscription Agent is hereby authorized and directed to endorse, negotiate and
deposit all subscription payments into the escrow account to be maintained by
Guaranty Bank. The Subscription Agent shall account on a weekly basis to the
Company for all escrowed funds and on a more frequent basis, if requested by the
Company.
ARTICLE XII
REPORTS
12.1 REPORTS. If requested by the Company, the Subscription Agent shall
notify Xx. Xxxxx X. X'Xxxxxx at the Company (631-244-8244) or his designee, by
telephone on or before 4:00 p.m., New York City time, on each business day
during the period commencing with mailing of the Rights Certificates and ending
at the Expiration Date (and in the case of guaranteed delivery, ending three (3)
business days after the Expiration Date), which notice shall thereafter be
confirmed in writing, of (i) the number of shares of Series B Preferred Stock
validly subscribed for, (ii) the number of shares of Series B Preferred Stock
subject to guaranteed delivery, (iii) the number of shares of Series B Preferred
Stock for which defective subscriptions have been received and the nature of
such defects, (iv) the number of shares of Series B Preferred Stock validly
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subscribed for pursuant to the Over-Subscription Rights, and (v) the amounts of
collected and uncollected funds in the subscription escrow account established
under this Agreement. At or before 5:00 p.m., New York City time, on the fifth
business day following the Expiration Date, or upon the request from the Company
from time to time thereafter, the Subscription Agent shall certify in writing to
the Company the cumulative totals through the Expiration Date of all the
information set forth in clauses (i) through (v) above. At or before 5:00 p.m.,
New York City time, on the fifth business day following receipt from the Company
of written instructions to mail the shares of Series B Preferred Stock
subscribed for pursuant to the Rights, the Subscription Agent will execute and
deliver to the Company a certificate in the form of Exhibit B hereto. The
Subscription Agent shall also maintain and update a listing of holders who have
fully or partially exercised their Rights and holders who have not exercised
their Rights. The Subscription Agent shall provide the Company or their
designees with such information compiled by the Subscription Agent pursuant to
this Section 12 as any of them shall request from time to time by telephone or
telecopy. The Subscription Agent hereby represents, warrants and agrees that the
information contained in each notification referred to in this Section 12 shall
be accurate in all material respects.
ARTICLE XIII
FUTURE INSTRUCTIONS
13.1 FUTURE INSTRUCTIONS. With respect to notices or instructions to be
provided by the Company hereunder, the Subscription Agent may rely and act on
any written instruction signed by any one or more of the following authorized
officers or employees of the Company: Xxxxx X. X'Xxxxxx or Xxxxx Xxxxxxxxx.
ARTICLE XIV
PAYMENT OF EXPENSES
14.1 PAYMENT OF EXPENSES. The Company will pay the Subscription Agent
for its services under this Agreement in accordance with the fees listed on
Schedule I attached hereto, and will reimburse the Subscription Agent for all
reasonable and necessary expenses incurred by it in so acting.
ARTICLE XV
COUNSEL
15.1 COUNSEL. The Subscription Agent may consult with counsel
satisfactory to it, which may be counsel to the Company, and the written advice
or opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by the
Subscription Agent hereunder in good faith and in accordance with such advice or
opinion of such counsel.
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ARTICLE XVI
INDEMNIFICATION
16.1 INDEMNIFICATION. The Company covenants and agrees to indemnify and
hold the Subscription Agent harmless against any costs, expenses (including
reasonable fees for legal counsel), losses or damages, which may be paid,
incurred or suffered by or to which the Subscription Agent may become subject,
arising from or out of, directly or indirectly, any claim or liability resulting
from its actions pursuant to this Agreement and for which the Subscription Agent
is not otherwise reimbursed under the mail loss surety bond; provided that such
covenant and agreement does not extend to such costs, expenses, losses and
damages incurred or suffered by the Subscription Agent as a result of, or
arising out of, any negligence, misconduct or bad faith of the Subscription
Agent or of any employees, agents or independent contractors used by the
Subscription Agent in connection with performance of its duties hereunder.
ARTICLE XVII
MISCELLANEOUS
17.1 NOTICES. Unless otherwise provided herein, all reports, notices
and other communications required or permitted to be given hereunder shall be in
writing and delivered by hand or telecopy or by first class mail, postage
prepaid, a follows:
(a) If to the Company, to:
OmniCorder Technologies, Inc.
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx X. X'Xxxxxx
Facsimile (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxxxxx Xxxxxxx, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile (000) 000-0000
(b) If to the Subscription Agent, to:
Corporate Stock Transfer, Inc.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxx
Facsimile (000) 000-0000
17.2 AMENDMENTS AND WAIVERS. This Agreement may not be amended or
modified except by a written instrument or document which has been executed by
all of the parties hereto. Any party hereto may waive any of its rights arising
under this Agreement only by a written
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instrument or document executed by such party, and any such waiver shall not be
construed as a waiver of any subsequent, or other, right of such party.
17.3 INVALIDITY. If one or more of the tents of this Agreement shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the remaining terms
of this Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable term or terms had never been contained herein.
17.4 BINDING EFFECT AND ASSIGNMENTS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns; provided, however, that,
without the prior written consent of the Company, the Subscription Agent may not
assign any of its interests, rights or obligations arising out of this
Agreement.
17.5 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned have hereto set their hands as of
the date first written above.
OMNICORDER TECHNOLOGIES, INC.
By:
--------------------------
Name:
------------------------
Title:
-----------------------
CORPORATE STOCK TRANSFER, INC.
By:
--------------------------
Name:
------------------------
Title:
-----------------------
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SCHEDULE I
SUBSCRIPTION AGENT AGREEMENT
FEES AS SUBSCRIPTION AGENT:
$7,500.00
