EXHIBIT 10(k)
SUBSCRIPTION AGREEMENT
To: Marc Pharmaceuticals, Inc.
The undersigned, ________________________ (print name(s)) hereby
acknowledges receipt of the prospectus, dated [_____________], of Marc
Pharmaceuticals, Inc. (the "Company") and subscribes for the following number of
units, each consisting of one (1) share of common stock of the Company, one (1)
warrant to purchase one (1) share of common stock of the Company at a purchase
price of $.50 per share, and two (2) warrants to purchase one (1) share of
common stock of the Company at a purchase price of $1.00 per share ("Unit"); of
the Company upon the terms and conditions set forth therein:
Number of Units: _______________ All Subscriptions are subject to
acceptance by the Company, to
Price Per Unit: $ .25 availability, and to certain other
conditions, and any subscription
Payment Enclosed: $ ______________ may be declined in whole or in
(a minimum investment requirement of $2,500 part by return of the subscription
or 10,000 units) monies without interest.
Payment Instructions:
PAYMENT BY WIRE
(If wiring funds, please give this page to your bank) Your bank should wire
transfer only U.S. dollars via Fedwire to:
HSBC Bank USA
452 Fifth Avenue
New York, NY 10018
ABA #
Account #
IMPORTANT:
1) Please have your bank identify on the wire transfer the name of the intended
investor.
33
2) WE RECOMMEND THAT YOUR BANK CHARGE ITS WIRING FEES SEPARATELY SO THAT AN EVEN
AMOUNT MAY BE INVESTED.
PAYMENT BY CHECK
If payment is in check form, it must be in U.S. dollars made payable to "Marc
Pharmaceuticals, Inc. Escrow Account" and sent to: HSBC Bank, 452 Fifth Avenue,
New York, NY 10018.
34
THIS PAGE FOR CALIFORNIA AND OREGON RESIDENTS ONLY.
IF YOU ARE NOT A CALIFORNIA OR OREGON RESIDENT PROCEED TO THE NEXT PAGE.
Suitability Representations of California and Oregon Resident Investors
All California and Oregon residents must complete the following information. If
you do not initial either box (1) or (2) and (3), you are not a suitable
investor.
(1) The investor hereby certifies that he/she is a suitable
________ investor because he/she has an individual liquid net worth of
(Initial) not less than $75,000 and a gross annual income of not less
than $50,000. (For purposes of this questionnaire, the meaning
of "liquid net worth" shall exclude, home, home furnishings and
automobiles.)
(2) The investor hereby certifies that he/she is a suitable
________ investor because he/she has an individual liquid net worth of
(Initial) $150,000.(For purposes of this questionnaire, the meaning of
"liquid net worth" shall exclude, home, home furnishings and
automobiles.)
(3) The investor hereby certifies that the amount he/she is
________ investing in the Company does not exceed 10% of the investor's
(Initial) net worth
35
Date: ___________________, 2004 Accepted by Company:
- ---------------------------------- --------------------------------------
(Signature of Subscriber) (Signature of Authorized Officer/Title)
__________________________________ for ____________________Shares
(Signature of Subscriber)
- ----------------------------------
(Social Security or Tax I.D.)
- ----------------------------------
(Social Security or Tax I.D.)
The certificates for such stock are to Check one if more than one owner:
be issued as follows:
__________________________________ [ ] Joint tenants WRS
(Name(s))
__________________________________ [ ] Tenants in Common
__________________________________ [ ] Custodian under UGMA
(Address)
__________________________________ Other: ____________________
- ----------------------------------
- ----------------------------------
36