SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT
Eastgate Acquisitions Corporation
0000 Xxxx Xxxxxxx Xxx
Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Proposed Offering of Units of Eastgate Acquisitions Corporation (“Eastgate”)
Gentlemen:
The Undersigned hereby subscribes for and agrees to purchase the number of “Units” of
EastGate securities indicated below, each “Unit” consisting of 1 share of EastGate Common Stock
and five-year, non-redeemable purchase warrants to purchase 0.75 additional share of EastGate
Common Stock at the exercise price of $0.25 per share.
All funds for the purchase of Units will be deposited with Eastgate and be immediately available
for use by Eastgate for general corporate purposes.
This Subscription Agreement (the “Agreement”) may be rejected by Eastgate at any time in its
discretion. I understand that Eastgate will advise me as soon as practicable if my subscription has not
been accepted or the offering of Units is withdrawn. If rejected, or if the offering of Units is withdrawn,
all amounts delivered by me in payment for any Units will be promptly returned to me and this
Agreement shall have no further force or effect. If my subscription is rejected, I agree to return to
Eastgate any documents it has provided to me at my request for the purpose of evaluating this offering.
If my subscription is accepted, Eastgate will promptly provide me with certificates representing the
securities included in the Units. (In the event this subscription is on behalf of an entity, all references in
this Agreement to “I”, “me”, and “my” shall refer to such entity.)
1. Risk Factors.
THE
UNDERSIGNED
SUBSCRIBER
HEREBY
ACKNOWLEDGES
ITS
UNDERSTANDING OF THE SPECULATIVE NATURE OF THIS INVESTMENT, THAT IT
INVOLVES A HIGH DEGREE OF RISK AND THAT NO FEDERAL OR STATE
SECURITIES AGENCY HAS MADE ANY FINDING OR DETERMINATION, OR HAS
PASSED UPON, THE TERMS OR FAIRNESS OF THE OFFERING MADE HEREBY.
Eastgate is in the development stage, with no history of operations, revenues or net income, and
it is in need of substantial additional capital. An investment in Eastgate is suitable only for accredited
investors with substantial means who have no need for liquidity in their investments and who can afford
to suffer a total loss.
2. Eastgate Has No Obligation to Provide Offering Materials to Subscribers.
Subscriber acknowledges that under the Securities Act of 0000, Xxxxxxxx is not required to
furnish Subscriber, as an accredited investor, with any offering material in connection with this offering
and that it is Subscriber's sole and active responsibility to evaluate Eastgate and an investment in the
Units.
Accordingly, to the extent Subscriber has deemed it necessary, appropriate or advisable,
Subscriber has directly, or indirectly, through its agents and representatives, performed "due diligence"
regarding Eastgate, its financial condition and results of operations, capitalization, authorized and
outstanding securities and common stock eligible for future sale, business plan of operation, products,
sales, marketing, competition, prospects, pending litigation, applicable government regulations,
properties, management, executive compensation, transactions with affiliates, principal shareholders and
their respective beneficial ownership of Eastgate's Common Stock, the proposed grants of stock options,
information regarding the resale restrictions on the Units and underlying securities, the lack of a public
market for the Units and "xxxxx stock" rules to which the Units and underlying securities are now
subject, the immediate and substantial dilution in the offering price of Units compared to the net tangible
book value per share of common stock after the offering, and the other risks relating to Eastgate and an
investment in the Units. Other than any documentation expressly requested by Subscriber, Eastgate has
furnished Subscriber with no offering materials.
3. Representations and Warranties of Purchaser.
As an inducement to Eastgate to sell me the Units for which I have subscribed, I hereby represent
and warrant to Eastgate as follows (either in my individual capacity or as an authorized representative of
an entity, if applicable), such representations and warranties to survive my receipt (or the receipt by such
entity) of the Units:
(a) If an individual, I am a bona fide resident of the state or jurisdiction set forth on the signature
page hereof, over 21 year of age and legally competent to execute this Agreement; if an entity,
the person executing this Agreement represents that the entity is duly organized under the laws
of the state set forth on the signature page hereof, is validly existing and has full power and
authority to enter into and execute this Agreement, which shall then be the legal, valid and
binding agreement of such entity;
(b) I have been furnished with and reviewed any requested written materials provided by
Eastgate or its representative relating to Eastgate, its proposed operations and the private offering
of Units; and a representative of Eastgate has answered all inquiries that I have made relating
thereto, necessary (i) to verify the accuracy of any information given to me and (ii) to evaluate
the merits and risks of purchasing the Units;
(c) I have carefully reviewed and understand the various risks of an investment in the Units and
have made such independent investigation and evaluation of the information provided to me by
Eastgate with respect to its financial condition, properties, business and prospects as I deem
necessary to make an informed decision to purchase the Units;
(d) I confirm the statements made herein as true on the date hereof, and I acknowledge that the
statements and representations made by me in this Agreement have been relied upon by Eastgate
in offering to sell the Units to me; I further agree to indemnify and hold harmless Eastgate and its
officers, directors and stockholders, from any and all damages, losses, costs and expenses
(including reasonable attorneys’ fee) that they may incur, by reason of any breach of any of the
statements or representations made by me contained herein; and
(e) I confirm that I am an accredited investor as that term is defined by the Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
(f) If an individual, one of the following applies (check one):
___ (1) I (or I and my spouse together) have a net worth of $1,000,000 or more excluding the
value of primary residence and associated mortgage if applicable (as per February
2012 SEC amendment) without regard to the investment in this Offering;
___ (2) I had an individual (not joint) annual income in excess of $200,000 (or I and my
spouse together have an annual income of $300,000) in each of the two most recent
years and reasonably expect an income in excess of such amount in the current year;
___ (3) I am director or executive officer of Eastgate; or
___ (4) none of the above.
(g) If an entity, I qualify as one of the following (check one):
___ (1) a bank as defined in Section 3(a)(2) of the Securities Act, acting in either its
individual or fiduciary capacity;
___ (2) a saving and loan association or other institution as defined in section 3(a)(5)(A) of
the Securities Act, acting in either its individual or fiduciary capacity;
___ (3) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of
1934, as amended;
___ (4) an insurance company as defined in Section 2(13) of the Securities Act;
___ (5) an investment company registered under the Investment Company Act of 1940;
___ (6) a business development company as defined in Section 2(a)(48) of the Investment
Company Act of 1940;
___ (7) 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;
___ (8) a plan established and maintained by a state, its political subdivision, or any agency
or instrumentality of a state or its political subdivisions for the benefit of its
employees that has total assets in excess of $5,000,000;
___ (9) an employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, and (A) the investment decision is being 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 (B) the
employee benefit plan has total assets in excess of $5,000,000, or (C) if a self-
directed plan, with investment decisions made solely by persons that can make one of
the representations contained in (1) through (13) of this paragraph (g) or (1) through
(3) of paragraph (f) of this Section 1;
___(10)
a private business development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940;
___(11)
any organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purposes of acquiring the Units, with total
assets in excess of $5,000,000;
___(12)
a trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the Units, whose purchase is directed by a sophisticated person
as described in Rule 506(b)(2)(ii) under the Securities Act;
___(13)
an entity in which all of the equity owners can make one of the representations
contained in subparagraphs (1) through (13) of this paragraph (g) or in subparagraphs
(1) through (3) of paragraph (f) of this Section 1; or
___(14)
none of the above.
(h) I understand that the securities being offered have not been registered under the Securities
Act or any state securities laws and that this offering is intended to be a non-public offering
made in reliance upon an exemption to registration under the Securities Act, that no aspect of
this offering has been reviewed by the Securities and Exchange Commission (the “SEC”) or the
securities regulatory authorities of any state and that no information or written materials
furnished by Eastgate and used in connection with this offering has been reviewed by any federal
or state securities regulatory bodies or authorities;
(i) I acknowledge that currently there is no public trading market for the Units or the securities
underlying the Units and that the Units and underlying securities being subscribed for are
deemed “restricted securities” as defined under the Securities Act, that certificates representing
the Units and underlying securities will bear an appropriate restrictive legend, and that I will not
be able to resell or transfer any of the Units or underlying securities purchased hereunder unless
they are subsequently registered under the Securities Act or an exemption from such registration
is available.
(j) I understand that Eastgate has the absolute right to refuse to consent to the transfer or
assignment of the Units and underlying securities if such transfer or assignment does not comply
with applicable state and federal securities laws;
(k) I understand and represent that I have been informed that this is a speculative investment,
involves a high degree of risk, that the amount realized on the investment may not equal the
original amount invested and, in evaluating such investment, I have consulted with my own
investment and/or legal and/or tax advisor as I deemed necessary and have concluded that the
investment in Eastgate is appropriate in light of my overall investment objectives and financial
situation;
(l) I represent that I am able to bear the substantial economic risks of the investment in Eastgate
and at the present time I can afford a complete loss of such investment, and that I have adequate
means of providing for my current needs and possible personal contingencies and have no need
for liquidity of my investment in Eastgate;
(m)I represent that I am acquiring the securities offered for my own account, for investment, and
not with a view to distribution or resale to others; I am not participating, directly or indirectly in
an underwriting of any such distribution or other transfer; I do not now have reason to anticipate
any change in my circumstances or any other particular occasion or event which would cause me
to sell the Units; I have substantial experience in making decisions of this type or am relying on
my own qualified advisor in making the investment decision; and I understand that Eastgate is
relying upon the truth and accuracy of this representation and warranty;
(n) I understand that this subscription may be accepted or rejected, in whole or in part, by
Eastgate in its absolute discretion;
(o) All the information which I heretofore furnished to Eastgate, or which is set forth in this
Agreement with respect to my financial position and business experience is correct and complete
as of the date of this Agreement, and if there should be any material change in such information
prior to receipt of the Units subscribed for by me, I will immediately furnish such revised or
corrected information to Eastgate; and
(p) If an entity, I have not been organized for the specific purpose of acquiring the Units being
offered.
4. Miscellaneous.
(a) All notices or other communications given or made hereunder shall be in writing and shall be
delivered by hand or mailed by registered or certified mail, postage prepaid, to myself or to
Xxxxxxxx at the respective addresses set forth herein, and shall be deemed to have been given or
delivered on the date of the hand delivery or four (4) days after such mailing.
(b) This Agreement shall be governed by and construed in accordance with the laws of the State
of Utah applicable to contracts made and wholly performed in that state, without giving effect to
any conflict of law principles thereunder.
(c) This Agreement constitutes the entire agreement between Eastgate and me with respect to the
subject matter hereof, and may be amended only by a writing executed by the party to be bound
thereby. Neither this Agreement nor any of my rights hereunder may be transferred or otherwise
assigned hereunder.
(d) Unless this Agreement is rejected, my obligations hereunder shall not be terminated upon the
occurrence of any event (whether by operation of law or otherwise), including, without
limitation, my death, occurrence of disability or declaration that I am incompetent, and this
Agreement (including the representations and warranties contained herein) shall be binding upon
my successors, legal representatives, heirs and distributees.
(e) If requested at any time by Eastgate, I will promptly supply such information regarding
myself as may be necessary for inclusion in any registration, qualification, application or other
filing to be made at any time hereafter on behalf. I shall furnish such information to Eastgate as
it shall deem necessary to satisfy it that I may legally purchase the Units.
5. Compliance with Applicable Law.
I understand and agree that I will not sell, assign, transfer, pledge or otherwise dispose of any of
the Units or underlying securities except in compliance with all conditions on transfer imposed by the
Securities Act and by “Blue Sky” or securities laws of any state and that I will be fully responsible for
compliance with all such conditions.
6. Execution of Other Documents.
I agree that I will execute such other documents as may be necessary to complete the transactions
contemplated hereby, and I agree to be bound by all of the terms and provisions of any such documents
and to perform all of my obligations thereunder with respect to the Units being purchased.
7. Payment of Commission.
I represent and warrant that no sales commission is due to any person in connection with my
purchase of the Units.
IN WITNESS WHEREOF, I have executed this Subscription Agreement by executing the
attached Signature Page on the date therein indicated. I enclosed herein my check in the aggregate
amount of $_______________, payable to the order of “Eastgate Pharmaceuticals Inc.” or initiated a
wire transfer for the benefit of Eastgate as per wire instructions below (page S-4).
[SIGNATURE S ON FOLLOWING PAGES]
-5-
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
The Undersigned, desiring to purchase the Units of securities of Eastgate Acquisitions
Corporation, hereby agrees to all the terms of the Subscription Agreement in the form attached hereto
and, upon acceptance of the Subscription Agreement by Eastgate, agrees to be bound by the terms and
provisions thereof.
By executing this Subscription Agreement Page, the undersigned hereby adopts and agrees to all
terms, conditions and representations set forth herein.
By executing this Subscription Agreement Signature Page, the undersigned acknowledges that
the Units represent a high degree of risk and are “restricted securities” that may not be resold or
otherwise transferred except pursuant to an effective registration statement under the Securities Act of
1933 or an appropriate exemption therefrom.
S-1
INDIVIDUAL SUBSCRIPTION
Price Per
Amount of Purchase
Number of Units
Unit
Price (Check Enclosed)
X
$ 0.25
___________________
Printed Name & Residence Address (Note: Business Address will NOT be accepted.)
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Date:
Signature – Purchaser 1 ___________________________
Social Security Number ___________________________
Signature – Purchaser 2 ___________________________
Social Security Number ___________________________
Subscription accepted as of:
EASTGATE ACQUISITIONS CORPORATION
By: ____________________________________
Its:
S-2
ENTITY SUBSCRIPTION
Price Per
Amount of Purchase
Number of Units
Unit
Price (Check Enclosed)
X
$ 0.25
___________________
Printed Name & Address of
State of Organization (if different from
Principal Place of Business
State of Principal Place of Business:
_____________________________________
________________________________
_____________________________________
_____________________________________
FORM OF OWNERSHIP – Check type of Purchaser.
–
TRUST (Please include name of trust, name of trustee, date trust was formed and copy of
the trust agreement).
–
PARTNERSHIP (Please include copy of the Partnership agreement authorizing
signature).
–
CORPORATION (Please include certified corporate resolution(s) authorizing signature
and purchase of Units).
–
OTHER (Please specify and include copy of document authorizing signature).
The undersigned trustee, partner or officer warrants that he has full power and authority from all
beneficiaries, partners or shareholders of the entity named above to execute this Subscription Agreement
Signature Page on behalf of such entity and that investment in the Units is not prohibited by the
governing documents of such entity.
Date:
_______________________________________
(Name of Entity)
By: _______________________________________
(Trustee, partner or authorized corporate officer)
_______________________________________
Taxpayer Identification Number
Subscription accepted as of:
EASTGATE ACQUISITIONS CORPORATION
By: ____________________________________
Its:
PURCHASE PRICE WIRING INSTRUCTIONS
Beneficiary Bank Information
Beneficiary Bank Name:
The Bank of Nova Scotia
Swift Code/BIC:
XXXXXXXX
Canadian Clearing Code:
CC000245872
Beneficiary Bank Address:
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
XXXXXX
Beneficiary Account Information
Beneficiary Account Number:
0000000
Beneficiary Account Name:
EastGate Pharmaceuticals Inc.
Beneficiary Address:
000 Xxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxx
X0X 0X0
XXXXXX
S-4
