Exhibit 9.1 - Unit Option Agreement dated August 30, 2006
UNIT OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is granted, effective as of
August 30, 2006 (the "Date of Grant"), by AngioGenex, Inc., a corporation
domiciled in the State of Nevada (the "Company or Optionor"), is executed and
effective as of the Date of Grant, by and between the Optionor and Kleen
Consult AG, a corporation domiciled in the Country of Switzerland (the
"Optionee").
RECITALS
A. The Board of Directors of the Company has duly authorized the execution
of this Stock Option by unanimous written consent.
B. The Board of Directors, pursuant to the By-Laws of the Company is
empowered to grant Stock Options for specific consideration, to the Optionee,
relating to services and benefits provided to the Company or for financial
considerations.
C. The Company is offering investment units ("Units") consisting of Two
Shares of restricted common stock and One Stock Purchase Warrant exercisable
at $1.00 for a period of Five years from the date of exercise of this Option.
The exercise price of the Units is $.666 each.
C. Optionor is desirous to grant this Option in consideration of Optionee
providing Bridge Funding including an initial purchase of not less than
$100,000 to purchase a minimum of 150,000 units at $.666 per unit at the time
of grant. The Board of Directors of the Company, pursuant to consideration to
be paid by Optionee to the Company, has designated the Optionee to receive
this Unit Option pursuant to certain terms and conditions outlined below.
NOW, THEREFORE, THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS:
1.
Number of Units Subject to Option and Option Price
The Company hereby grants to the Optionee an Option (The "Option") to acquire
from the Company a total of up to SIX HUNDRED THOUSAND (600,000) Units of the
$.001 par value Common Stock and Stock Purchase Warrants of AngioGenex, Inc.,
a Nevada corporation, at the exercise price of $.666 per Unit (the "Option
Price"). The Option shall be subject to all of the terms and conditions
contained herein.
2.
Terms of the Option
The Option shall be subject to the following terms and conditions:
2.1 The Option will be divided into two separate Options: a First Option
for THREE HUNDRED THOUSAND (300,000) Units of common stock and stock purchase
warrants of AngioGenex, Inc. (the "First Option") shall be able to be
exercised in whole or in part for a period of 31 days, from August 30 to
September 30, 2006, at the option of the Optionee. This Agreement shall also
include a Second Option which the Optionee shall be able to exercise in whole
or in part during the same time period, with the further consent of
AngioGenex, Inc., for an additional THREE HUNDRED THOUSAND (300,000) Units of
common stock and stock purchase warrants of AngioGenex, Inc. (the "Second
Option").
Upon execution of this Option Agreement, and pursuant to the First Option the
Optionee will purchase ONE HUNDRED FIFTY THOUSAND (150,000) Units of
restricted common stock from the Company at $.666 per Unit for a total of ONE
HUNDRED THOUSAND ($100,000) dollars.
Optionee shall be entitled to exercise an option to purchase the balance of
the Units under the First Option at any time during the term of the Option
granted by the Optionor, and with the permission and consent of the Company,
Optionee shall be entitled to exercise all or a portion of the options
covered under the Second Option, by the delivery of the written Notice of
Intent to Exercise an Option, attached hereto as Exhibit "A", along with
either a cashiers check to the office of the Company or certified funds wired
to the following bank account of the Optionor:
AngioGenex, Inc.
Citibank N.A. Branch #94
1285 First Ave., New York, NY 10021 USA
Acct . # 95893154
Rtg (Blz) # 021000089
The net funds received by Optionor, excluding wire transfer fees, will be
divided by $.666 per share and this amount will represent the number of
options being exercised by the Optionee. This number of shares will then be
delivered to Optionee at the address provided.
For every Unit purchased by the Optionor, the Optionor will receive One (1)
Five Year Stock Purchase Warrant to purchase One (1) share of common stock
for ONE ($1.00) Dollar. A copy of the stock purchase warrant is attached
hereto as Exhibit "B".
Both the First and Second Options will be terminated on September 30, 2006.
2.2 The Options shall vest and thereby become exercisable subject to the
events specified in Section 2.1 (b) above.
2.3 The Option may, subject to any limitations set forth in this
Agreement, be exercised only in part, at any time and from time to time,
subject to the events specified in Section 2.1 (b) above.
2.4 The Option must be exercised, if at all, as to a whole number of
shares.
2.5 Any shares of Common Stock of AngioGenex, Inc. purchased pursuant to
the exercise of a portion of the Option, from the Company, shall not be
subject to repurchase by the Optionor.
2.6 The Option to purchase up to a total SIX HUNDRED THOUSAND UNITS
(600,000) Units consisting of Shares of restricted common stock and Stock
Purchase Warrants issued by AngioGenex, Inc., or any portion of the Option
not previously exercised may not be canceled if the terms and conditions of
this Agreement are met.
3.
Limitations on Exercisability of the Option
The exercise of the Options hereby granted, shall be subject to all of the
terms and conditions of this Agreement, including, without limitation, the
provisions relating to termination of the option in the event of the demise,
the disability or the provisions relating to adjustments to and/or
cancellation of the Option as specified in this Agreement.
4.
Exercise and Assignment of the Option
The Option shall be exercised by: (a) delivering to the Company a written
notice in the form of the document attached hereto as Exhibit "A", specifying
the number of Units for which exercise is made and the option price or prices
applicable thereto; and (b) tendering full payment of the Option Price for
the Units for which exercise is made (and any payment with respect to
withholding requested by the Company pursuant) to Section 13 below. These
Stock Options are assignable to third parties. In the event all or a portion
of this option is assigned to a third party, the Optionee shall provide a
copy of the assignment to the Optionor within Five (5) business days after
execution of the assignment.
Within Three (3) business days after the option is exercised and funds are
received in the account of the Optionor, Optionor shall provide written
instructions to the Independent stock transfer agent of the Company to
transfer shares for the name of the party exercising the Option. In the event
that the Options are only exercised in part, the Company agrees to retain
adequate shares of Common Stock to issue the balance of the shares of Common
Stock covered by the Option for which exercise has not been made, and the
Company and the Optionee agree to execute a new Stock Option Agreement, each
of such documents to be upon terms and conditions identical to those of this
Option and Agreement (except as to the number of shares of Common Stock
subject thereto). In lieu of surrendering this Option and Agreement after the
entire SIX HUNDRED THOUSAND (600,000) Units, each consisting of Two Shares of
restricted common stock of AngioGenex, Inc. and One Five Year Stock Purchase
Warrant exercisable that $1.00 have been exercised, the Company, in the case
of the required partial exercise of the Option, an appropriate notation,
initialed by the Company and the Optionee, may be affixed hereto.
5.
Transferability of the Option
The Option shall be transferable or exercisable by any person other than
the Optionee, without approval by the Board of Directors of the Optionor.
6.
Warranties and Representations of the Optionee
By executing this Agreement, the Optionee or its assign hereby agrees to
accept the Option and represents and warrants to the Company and covenants
and agrees with the Company as follows:
6.1 The Optionee or any Assignee agrees to abide by all of the terms and
conditions of the Option and this Agreement.
6.2 The Optionee or any Assignee recognizes, agrees and acknowledges
that no registration statement under the 1933 Act, or under any state
securities laws, has been or will be filed with respect to the Option or any
shares of Common Stock acquired upon exercise of this Option to purchase
Units. These shares of AngioGenex, Inc. being transferred pursuant to the
exercise of the Stock Option are restricted in nature and can only be sold
pursuant to a registration statement or exemption for sale pursuant to Rule
144.
7.
Indemnification by the Optionee and Assignee
The Optionee or any Assignee agrees to indemnify the Company, hold it
harmless from and against any financial loss, claim or liability, including
attorney's fees or other legal expenses incurred in the defense thereof,
incurred by the Company, as a result of any breach by the Optionee of, or any
inaccuracy in, any representation, warranty, covenant or other provision
contained in this Option. Optionee or any Assignee warrants that it is deemed
to be an accredited investor and has had ample opportunity to engage in due
diligence with regard to AngioGenex, Inc.
8.
Access to Information
The Company agrees to make available to the Optionee or any Assignee upon
written request, such information regarding the AngioGenex, Inc. that has in
the past or is from time to time hereafter made generally available to its
shareholders or prospective shareholders.
9.
Financial Statements
Prior to exercise of the Option, the Optionee shall receive a copy of
AngioGenex, Inc.'s most current financial statements. AngioGenex, Inc.
further agrees to provide all currently filed reports required to be filed by
a full reporting company, as defined by the Securities Act of 1934.
10.
No Right to Employment
Nothing contained herein shall confer upon the Optionee the right to
employment by the Company, nor affect any right which the Company may now or
hereafter have to terminate this Stock Option for cause.
11.
Rights as Shareholder
The Optionee or any Assignee shall have no rights as a shareholder of
AngioGenex, Inc. on account of this Option nor on account of shares of Common
Stock of AngioGenex, Inc., which will be acquired upon exercise of the Option
or exercise of the stock purchase warrants (but only with respect to which no
certificates have been delivered to the Optionee or credited to the account
of the Optionee or its assigns).
12.
Further Assurances
The Optionee or any Assignees agrees from time to time to execute such
additional documents as the Company may reasonably require in order to
effectuate the purposes of the this Agreement.
13.
Binding Effect
This Agreement shall be binding upon the Optionee and his or her heirs,
successors and assigns, including any Qualified Successor in interest of the
Optionee.
14.
Registration Rights
In the event the Company files a registration statement with the Securities
Exchange Commission, the shares purchased pursuant to this Agreement will
have the right to be registered in accordance with the terms and conditions
of the Subscription Agreement attached here to as Exhibit C.
15.
Entire Agreement; Modifications
This Option and Agreement constitutes the entire agreement and understanding
between the Company and the Optionee regarding the subject matter hereof. No
waivers, alterations or modifications of the Option or this Agreement shall
be valid unless in writing and duly executed by the party against whom
enforcement of such waiver, alteration or modification is sought. The failure
of any party to enforce any of its rights against the other party for breach
of any of the terms of the Option or this Agreement shall not be construed a
waiver of such rights as to any continued or subsequent breach.
17.
Governing Law
The laws of the State of Nevada shall govern the Option and this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
Kleen Consult, AG. AngioGenex, Inc
"OPTIONEE" "OPTIONOR"
By: By:
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_________________ Agent _____________ Agent
EXHIBIT A
NOTICE OF INTENT TO EXERCISE STOCK OPTION
STOCK OPTION AGREEMENT
To: The Board of Directors
AngioGenex, Inc.
425 Madison Ave Ste 902
New York NY 10017
Please be advised that the undersigned hereby exercises the option to
purchase _________ Units, consisting of shares of the $.001 par value Common
Stock of AngioGenex, Inc. and Stock Purchase Warrants, granted to the
undersigned pursuant to the terms of a Unit Option Agreement (the
"Agreement") dated August _________, 2006.
I hereby elect to purchase __________ Units (the "Units"), at $.666 per
Units, from the Company, pursuant to the Option. Cash, certified check,
cashier's check or evidence of a bank wire in the amount of
_________________________ ($__________) dollars, the aggregate option price
for _________________ Units for which exercise is hereby made, accompanies
this notice. The undersigned acknowledges that the Shares making up the Units
or the shares underlying the Stock Purchase Warrants have not been registered
under the Securities Act of 1933 or the securities laws of any state.
Date: , 2006.
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Optionee
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EXHIBIT B
FORM OF UNIT WARRANT
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS
CORPORATION, IS AVAILABLE.
_______________________, 2006
WARRANT TO PURCHASE SHARES OF COMMON
STOCK OF ANGIOGENEX, INC.
This certifies that (the "Holder"), for value received, is entitled, subject
to the adjustment and to the other terms set forth below, to purchase from
ANGIOGENEX, INC., a Nevada corporation (the "Company"), fully paid and
nonassessable shares of the Company's $0.01 par value Common Stock (the
"Stock") at a price of $1.00 per share (the "Stock Purchase Price") at any
time on or after the date hereof (the "Commencement Date") but not later than
5:00 p.m. (New York Time) on the Expiration Date (as defined below), upon
surrender to the Company at its principal office at 425 Madison Avenue, Suite
902, New York, New York, 10017, Attention: Mr. Michael Strage, VP (or at such
other location as the Company may advise Holder in writing) of this Warrant
properly endorsed with the form of Subscription Agreement attached hereto
duly filled in and signed and, unless the Conversion Right set forth in
Section 1.2 is exercised, upon payment in cash or cashier's check of the
aggregate Stock Purchase Price for the number of shares for which this
Warrant is being exercised determined in accordance with the provisions
hereof.. The Stock Purchase Price and, in some cases, the number of shares
purchasable hereunder are subject to adjustment as provided in Section 3 of
this Warrant. This Warrant and all rights hereunder, to the extent not
exercised in the manner set forth herein shall terminate and become null and
void on the Expiration Date. "Expiration Date" means the third anniversary of
the Commencement Date. This Warrant is issued in connection with the
Company's Private Placement of Units.
This Warrant is subject to the following terms and conditions:
1. Exercise; Issuance of Certificates; Payment for Shares; Conversion Right.
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1.1 Duration of Exercise of Warrant. This Warrant is exercisable at the
option of the Holder at any time or from time to time but not earlier than on
the Commencement Date or later than 5:00 p.m. (New York Time) on the
Expiration Date for all or a portion of the shares of Stock which may be
purchased hereunder. The Company agrees that the shares of Stock purchased
under this Warrant shall be and are deemed to be issued to Holder as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares.
Subject to the provisions of Section 2, certificates for the shares of Stock
so purchased, together with any other securities to which Holder is entitled
upon such exercise, shall be delivered to Holder by the Company's transfer
agent at the Company's expense promptly after the rights represented by this
Warrant have been exercised. Each stock certificate so delivered shall be in
such denominations of Stock as may be requested by Holder and shall be
registered in the name of Holder or such other name as shall be designated by
Holder, subject to the limitations contained in Section 2. If, upon exercise
of this Warrant, fewer than all of the shares of Stock evidenced by this
Warrant are purchased prior to the Expiration Date of this Warrant, one or
more new warrants substantially in the form of, and on the terms in, this
Warrant will be issued for the remaining number of shares of Stock not
purchased upon exercise of this Warrant.
1.2 Conversion. In lieu of the payment of the Stock Purchase Price, the
Holder shall have the right (but not the obligation), until such time as the
Warrant Shares are registered pursuant to Section 7 hereof, and so long as
such registration statement remains effective, to require the Company to
convert this Warrant, in whole or in part, into shares of Stock (the
"Conversion Right") as provided for in this Section 1.2. If, and each time,
such registration statement ceases to be effective, this Conversion Right
shall be in effect. Upon exercise of the Conversion Right, the Company shall
deliver to the Holder (without payment by the Holder of any of the Stock
Purchase Price) that number of shares of Stock equal to the quotient obtained
by dividing (x) the value of the Warrant at the time the Conversion Right is
exercised (determined by subtracting the aggregate Stock Purchase Price in
effect immediately prior to the exercise of the Conversion Right from the
aggregate Market Price (as hereinafter defined) for the shares of Stock
issuable upon exercise of the Warrant immediately prior to the exercise of
the Conversion Right) by (y) the Market Price of one share of Stock
immediately prior to the exercise of the Conversion Right. As used in this
Warrant, "Market Price" shall mean (A) if the Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such
exchange or listed for trading on the NASDAQ National Market, NASDAQ Capital
Market, or is traded in the Over-the-Counter Bulletin Board market, the
Market Price shall be the volume weighted average sale price (this is
sometimes referred as the VWAP) of the Stock on such exchange or market as
reported by such exchange or market on the last business day prior to the
date of conversion of this Warrantor if no such sale is made on such day, the
average closing bid and asked prices for such day on such exchange or market
(excluding any aberrational prices at or immediately prior to the regular
closing time of such exchange or such market, as applicable), (B) if the
Stock is not so listed or admitted to unlisted trading privileges and bid and
asked prices are not so reported, the current market value shall be the fair
market value of the Stock, which shall not be less than the net book value
thereof as at the end of the most recent quarterly fiscal period of the
Company ending prior to the date of the conversion of the Warrant, determined
in good faith by the Board of Directors of the Company, and any dispute shall
be resolved by an investment banking or valuation firm of recognized national
standing selected by Company and acceptable to the Holder.
1.3 Exercise of Conversion Right. The conversion rights provided under this
Section 1.3 may be exercised in whole or in part and at any time and from
time to time while any Warrants remain outstanding, subject to the suspension
of this Conversion Right during periods when the Warrant Shares are the
subject of an effective registration statement. In order to exercise the
conversion privilege, the Holder shall surrender to the Company, at its
offices, this Warrant certificate accompanied by a duly completed Notice of
Conversion in the form attached hereto as Exhibit 2. The presentation and
surrender shall be deemed a waiver of the Holder's obligation to pay all or
any portion of the aggregate purchase price payable for the shares of Stock
issuable upon exercise of this Warrant. This Warrant certificate (or so much
thereof as shall have been surrendered for conversion) shall be deemed to
have been converted immediately prior to the close of business on the day of
surrender of such Warrant certificate for conversion in accordance with the
foregoing provisions. As promptly as practicable on or after the conversion
date, the Company shall issue and shall deliver to the Holder (i) a
certificate or certificates representing the largest number of whole shares
of Stock to which the Holder shall be entitled as a result of the conversion
rounded up or down to the nearest whole share, and (ii) if the Warrant
certificate is being converted in part only, a new certificate in principal
amount equal to the unconverted portion of the Warrant certificate. The
conversion of this Warrant pursuant to this Section 1.3 is intended to
qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of
the Code and the Company agrees to report any conversion of this Warrant as
such. For all purposes of this Warrant, any reference herein to the exercise
of this Warrant shall be deemed to include a reference to the conversion of
this Warrant into Stock in accordance with the terms of Section 1.3.
2. Shares to Be Fully Paid; Reservation of Shares. The Company covenants and
agrees that all shares of Stock which may be issued upon the exercise of this
Warrant (the "Warrant Shares") and all shares of common stock issuable upon
conversion of the Warrants (the "Conversion Shares") will, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable and free from
all preemptive rights of any stockholder and free of all taxes, liens and
charges with respect to the issue thereof. The Company covenants that it will
reserve and keep available a sufficient number of shares of its authorized
but unissued Stock for such exercise and/or conversion, as the case may be.
The Company will take all such reasonable action as may be necessary to
assure that such shares of Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any
domestic securities exchange or automated quotation system upon which the
Stock may be listed.
3. Adjustment of Stock Purchase Price and Number of Shares. The Stock
Purchase Price and, in some cases, the number of Warrant Shares and
Conversion Shares shall be subject to adjustment from time to time upon the
occurrence of certain events described in this Section 3.
3.1 In case the Company shall (i) declare a dividend or make a distribution
on its outstanding shares of Stock in shares of Stock, (ii) subdivide or
reclassify its outstanding shares of Stock into a greater number of shares,
or (iii) combine or reclassify its outstanding shares of Stock into a smaller
number of shares, the Stock Purchase Price in effect at the time of the
record date for such dividend or distribution or of the effective date of
such subdivision, combination or reclassification shall be adjusted so that
it shall equal the price determined by multiplying the Stock Purchase Price
by a fraction, the denominator of which shall be the number of shares of
Stock outstanding after giving effect to such action, and the numerator of
which shall be the number of shares of Stock outstanding immediately prior to
such action. Such adjustment shall be made successively whenever any event
listed above shall occur.
3.2 In case the Company shall hereafter issues or distributes to and for the
benefit of the holders of its Stock evidences of the Company's indebtedness
to such holders of its Stock or assets (excluding cash dividends or
distributions and dividends or distributions referred to in Section 3.1
above) or subscription rights or warrants (excluding those referred to in
Section 3.3 below), then in each such case the Stock Purchase Price in effect
thereafter shall be determined by multiplying the Stock Purchase Price in
effect immediately prior thereto by a fraction, the numerator of which shall
be the total number of shares of Stock outstanding multiplied by the Market
Price per share of Stock, less the fair market value (as determined by the
Company's Board of Directors) of said assets or evidences of indebtedness so
distributed or of such rights or warrants, and the denominator of which shall
be the total number of shares of Stock outstanding multiplied by such Market
Price per share of Stock. Such adjustment shall be made successively whenever
such a record date is fixed.
3.3 In case that the Company shall fix a record date for the issuance of
rights or warrants to all holders of its Stock entitling them to subscribe
for or purchase shares of Stock (or securities convertible into Stock) at a
price (the "Subscription Price") (or having an exercise price per share
("Exercise Price") less than the Stock Purchase Price on such record date or
less than the Market Price of the Stock on the record date, the Stock
Purchase Price shall be adjusted so that the same shall equal the price
determined by multiplying the Stock Purchase Price in effect immediately
prior to the date of such issuance by a fraction, the numerator of which
shall be the sum of the number of shares of Stock outstanding on the record
date mentioned below and the number of additional shares of Stock which the
aggregate offering price of the total number of shares of Stock so offered
(or the aggregate conversion price of the convertible securities so offered)
would purchase at the greater of the Stock Purchase Price in effect
immediately prior to the date of such issuance or such Market Price per share
of the Stock, and the denominator of which shall be the sum of the number of
shares of Stock outstanding on such record date and the number of additional
shares of Stock offered for subscription or purchase (or into which the
convertible securities so offered are convertible).
Such adjustment shall be made successively whenever such rights or warrants
are issued and shall become effective immediately after the record date for
the determination of shareholders entitled to receive such rights or
warrants; and to the extent that shares of Stock are not delivered (or
securities convertible into Stock are not delivered) after the expiration of
such rights or warrants the Stock Purchase Price shall be readjusted to the
Stock Purchase Price which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made upon the basis of
delivery of only the number of shares of Stock (or securities convertible
into Stock) actually delivered.
3.4 In case the Company shall issue or sell shares of its Stock or other
securities convertible, exchangeable, or exercisable into Stock excluding
shares issued (i) in any of the transactions described in Section 3.1 above,
or (ii) upon exercise of options and warrants outstanding on the date of the
Convertible Loan, for a consideration per share (the "Offering Price") less
than the Stock Purchase Price and/or less than the Market Price per share,
then the Stock Purchase Price shall be adjusted immediately thereafter so
that it shall be reduced to the lower of either of the following prices,
determined as follows:
(i) by dividing (x) the sum of (I) the total number of shares of Stock
outstanding immediately prior to such issuance or sale multiplied by the
then-existing Stock Purchase Price, plus (II) the aggregate of the amount of
all consideration, if any, received by the Company upon such issuance or
sale, by (y) the total number of shares of Stock outstanding immediately
after such issuance or sale; or
(ii) by multiplying (x) the Stock Purchase Price in effect immediately prior
to the time of such issue or sale by (y) a fraction, the numerator of which
shall be the sum of (I) the number of shares of Stock outstanding immediately
prior to such issue or sale, multiplied by the Market Price per share
immediately prior to such issue or sale, plus (II) the consideration received
by the Company upon such issue or sale, and the denominator of which shall be
the product of (1) the total number of shares of Stock outstanding
immediately after such issue or sale, multiplied by (2) the Market Price per
share immediately prior to such issue or sale.
3.5 Whenever the Stock Purchase Price payable upon exercise or conversion of
this Warrant is adjusted pursuant to Sections 3.1, 3.2, 3.3 and 3.4 above,
the number of Warrant Shares purchasable upon exercise of this Warrant and
the number of Conversion Shares issuable upon conversion of this Warrant
shall simultaneously be adjusted by multiplying the number of shares
initially issuable upon exercise or conversion of this Warrant by the Stock
Purchase Price in effect on the date hereof and dividing the product so
obtained by the Stock Purchase Price, as adjusted.
3.6 For purposes of any computation respecting consideration received
pursuant to Section 3.4 above, the following shall apply:
(i) in the case of the issuance of shares of Stock for cash, the
consideration shall be the amount of such cash, provided that in no case
shall any deduction be made for any commissions, discounts or other expenses
incurred by the Company for any underwriting of the issue or otherwise in
connection therewith;
(ii) in the case of the issuance of shares of Stock for a consideration in
whole or in part other than cash, the consideration other than cash shall be
deemed to be the fair market value thereof as determined in good faith by the
Board of Directors of the Company (irrespective of the accounting treatment
thereof), whose determination shall be conclusive; and
(iii) in the case of the issuance of securities convertible, exchangeable or
exercisable for shares of Stock, the aggregate consideration received
therefor shall be deemed to be the consideration received by the Company for
the issuance of such securities plus the additional minimum consideration, if
any, to be received by the Company upon the conversion or exchange thereof
(the consideration in each case to be determined in the same manner as
provided in clauses (A) and (B) of this Section 3.6).
3.7 All calculations of the Stock Purchase Price under this Section 3 shall
be made to five decimal places (i.e. 0.00001) and then rounded to the nearest
cent. All calculations of the number of Warrant Shares and Conversion Shares
shall be rounded up or to the nearest share.
3.8 Whenever the Stock Purchase Price is adjusted, as herein provided, the
Company shall promptly but no later than ten (10) days after such adjustment,
cause a notice setting forth the adjusted Stock Purchase Price and adjusted
number of shares issuable upon exercise or conversion of this Warrant, and,
if requested, information describing the transactions giving rise to such
adjustments, to be mailed to the Holder at the address shown on the books of
the Company, and shall cause a certified copy thereof to be mailed to its
transfer agent, if any. The Company may retain a firm of independent
certified public accountants selected by the Board of Directors (who may be
the regular accountants employed by the Company) to make any computation
required by this Section 3, and a certificate signed by such firm shall be
conclusive evidence of the correctness of such adjustment.
3.9 In the event that at any time, as a result of an adjustment made pursuant
to Section 10 below, the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company, other than Stock, thereafter
the number of such other shares so receivable upon exercise or conversion of
this Warrant shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect
to the Stock contained in this Section 3.
3.10 Notice of Adjustment. Promptly after adjustment of the Stock Purchase
Price or any increase or decrease in the number of shares purchasable upon
the exercise of this Warrant, the Company shall give written notice thereof,
by first class mail, postage prepaid, addressed to the registered holder of
this Warrant at the address of such holder as shown on the books of the
Company. The notice shall be signed by the Company's chief financial officer
and shall state the effective date of the adjustment and the Stock Purchase
Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
3.11 Other Notices. If at any time:
(i) the Company shall declare any cash dividend upon its Stock;
(ii) the Company shall declare any dividend upon its Stock payable in stock
(other than a dividend payable solely in shares of Stock) or make any special
dividend or other distribution to the holders of its Stock;
(iii) there shall be any consolidation or merger of the Company with another
corporation, or a sale of all or substantially all of the Company's assets to
another corporation; or
(iv) there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
then, in any one or more of said cases, the Company shall give, by certified
or registered mail, postage prepaid, addressed to the registered holder of
this Warrant at the address of such holder as shown on the books of the
Company, (i) at least 30 days' prior written notice of the date on which the
books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or for determining rights to
vote in respect of any such dissolution, liquidation or winding-up; (ii) at
least 10 days' prior written notice of the date on which the books of the
Company shall close or a record shall be taken for determining rights to vote
in respect of any such reorganization, reclassification, consolidation,
merger or sale, and (iii) in the case of any such reorganization,
reclassification, consolidation; merger, sale, dissolution, liquidation or
winding-up, at least 30 days' written notice of the date when the same shall
take place. Any notice given in accordance with clause (i) above shall also
specify, in the case of any such dividend, distribution or option rights, the
date on which the holders of Stock shall be entitled thereto. Any notice
given in accordance with clause (iii) above shall also specify the date on
which the holders of Stock shall be entitled to exchange their Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, as the case may be. Notwithstanding anything herein to the
contrary, if and to the extent the Holder chooses to exercise this Warrant
within the ten-day period following receipt of the notice specified in clause
(ii) above, the Holder may elect to pay the aggregate Stock Purchase Price by
delivering to the Company cash or a cashier's check in the amount of the
aggregate par value of the shares of Stock to be purchased.
3.12 Changes in Stock. In case at any time following the Commencement Date
hereof, the Company shall be a party to any transaction (including, without
limitation, a merger, consolidation, sale of all or substantially all of the
Company's assets or recapitalization of the Stock) in which the previously
outstanding Stock shall be changed into or exchanged for different securities
of the Company or common stock or other securities of another corporation or
interests in a non-corporate entity or other property (including cash) or any
combination of any of the foregoing (each such transaction being herein
called the "Transaction" and the date of consummation of the Transaction
being herein called the "Consummation Date"), then, as a condition of the
consummation of the Transaction, lawful and adequate provisions shall be made
so that each Holder, upon the exercise hereof at any time on or after the
Consummation Date, shall be entitled to receive, and this Warrant shall
thereafter represent the right to receive, in lieu of the Stock issuable upon
such exercise prior to the Consummation Date, the highest amount of
securities or other property to which such Holder would actually have been
entitled as a stockholder upon the consummation of the Transaction if such
Holder had exercised such Warrant immediately prior thereto. The provisions
of this Section 3.12 shall similarly apply to successive Transactions.
3.13 Special Adjustment Upon the Extension of the Convertible Notes. If the
Company elects to further extend the maturity of the remaining outstanding
balance of the Convertible Notes pursuant to Section 1 thereof, then the
Stock Purchase Price shall be reduced by 25% and the number of shares of
Stock for which this Warrant shall be exercisable, shall be increased by 33%,
subject to any other adjustments as provided herein; provided, however, that
no adjustments to the Stock Purchase Price and the number of shares of Stock
issuable upon exercise or conversion of this Warrant shall be made if the
Company extends the maturity of the Convertible Notes due to the failure of
Aurora Capital, LLC to actively pursue, in accordance with industry norms for
private placements of this nature in respect of companies comparable to the
Company and //////////////////////////////////s comparable to Aurora Capital,
LLC, the private placement of the Units.
4. Issue Tax. The issuance of certificates for shares of Stock upon the
exercise of the Warrant shall be made without charge to the holder of the
Warrant for any issue tax in respect thereof; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than that of the then holder of the Warrant being exercised.
5. No Voting or Dividend Rights; Limitation of Liability. Nothing contained
in this Warrant shall be construed as conferring upon the holder hereof the
right to vote or to consent or to receive notice as a stockholder in respect
of meetings of stockholders for the election of directors of the Company or
any other matters or any rights whatsoever as a stockholder of the Company.
Except for the adjustment to the Stock Purchase Price pursuant to Section 3.1
in the event of a dividend on the Stock payable in shares of Stock, no
dividends or interest shall be payable or accrued in respect of this Warrant
or the interest represented hereby or the shares purchasable hereunder until,
and only to the extent that, this Warrant shall have been exercised. No
provisions hereof, in the absence of affirmative action by the holder to
purchase shares of Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such
holder for the Stock Purchase Price or as a stockholder of the Company
whether such liability is asserted by the Company or by its creditors.
6. Restrictions on Transferability of Securities; Compliance With Securities
Act.
6.1 Restrictions on Transferability. This Warrant and the Warrant Shares and
the Conversion Shares (collectively, the "Securities"), shall not be
transferable in the absence of an effective registration statement under the
Securities Act of 1933, as amended (the "Act") or an exemption therefrom
under said Act.
6.2 Restrictive Legend. Each certificate representing the Warrant Shares
and/or Conversion Shares or any other securities issued in respect of the
Warrant Shares and/or Conversion Shares upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall be stamped or
otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS
CORPORATION, IS AVAILABLE.
7. Registration Rights. Pursuant to the terms of the Registration Rights
Agreement signed in conjunction with this Warrant, certain registration
rights apply to the Warrant Shares and Conversion Shares. See the
Registration Rights Agreement for a full description of the automatic, demand
and piggy-back registration rights applicable to the Warrant Shares and
Conversion Shares and the limitations on such rights.
8. Repurchase Rights. The Company shall not be entitled to repurchase this
Warrant.
9. Modification and Waiver. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
10. Notices. Any notice, request or other document required or permitted to
be given or delivered to the holder hereof or the Company shall be delivered
or shall be sent by certified or registered mail, postage prepaid, to each
such holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor in the first paragraph of this
Warrant.
11. Binding Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, including, without
limitation, Public AngioGenex. All of the obligations of the Company relating
to the Stock issuable upon the exercise or conversion of this Warrant shall
survive the exercise or conversion and termination of this Warrant. All of
the covenants and agreements of the Company shall inure to the benefit of the
successors and assigns of the Holder hereof.
12. Descriptive Headings and Governing Law. The descriptive headings of the
several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties
shall be governed by, the laws of the State of Nevada.
13. Lost Warrants or Stock Certificates. The Company represents and warrants
to Holder that upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of any Warrant or stock
certificate and, in the case of any such loss, theft or destruction, and if
requested, upon receipt of an indemnity bond reasonably satisfactory to the
Company, or in the case of any such mutilation, upon surrender and
cancellation of such Warrant or stock certificate, the Company at its expense
will make and deliver a new Warrant or stock certificate, of like tenor, in
lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate.
14. No Avoidance. The Company shall not, by amendment of its certificate of
incorporation or through any consolidation, merger, reorganization, transfer
of assets, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the holder of this
Warrant against dilution or other impairment as if the holder was a
stockholder of the Company entitled to the benefit of fiduciary duties
afforded to stockholders under Nevada law. Without limiting the generality of
the foregoing, the Company (a) will not permit the par value of any shares of
stock receivable upon the exercise of this Warrant to exceed the amount
payable therefor upon such exercise, (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock on the exercise of the
Warrants from time to time outstanding, and (c) will not take any action
which results in any adjustment of the Stock Purchase Price if the total
number of shares of Stock issuable after the action upon the exercise of the
Warrant would exceed the total number of shares of Stock then authorized by
the Company's certificate of incorporation and available for the purpose of
issuance upon such exercise.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer, thereunto duly authorized as of this ____ day of _____ 2006.
ANGIOGENEX, INC.
FORM OF SUBSCRIPTION AGREEMENT RE: WARRANT
(To be signed and delivered
upon exercise of Warrant)
Date: ______
AngioGenex, Inc.
425 Madison Avenue, Suite 920
New York, New York 10017
Attention:
The undersigned, the holder of the within Warrant, hereby irrevocably elects
to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, _________ shares of Common Stock, par value $_______ per
share (the "Stock") of AngioGenex, Inc. and subject to the following
paragraph, herewith makes payment of ________________ Dollars ($_________)
therefor and requests that the certificates for such shares be issued in the
name of, and delivered to _________________________ whose address
is_______________________________________.
The undersigned does/does not (circle one) request the exercise of the within
Warrant pursuant to the conversion right set forth in Section 1.3 of the
Warrant.
If the exercise of this Warrant is not covered by a registration statement
effective under the Securities Act of 1933, as amended (the "Securities
Act"), the undersigned represents that:
(i) the undersigned is acquiring such Stock for investment for his own
account, not as nominee or agent, and not with a view to the distribution
thereof and the undersigned has not signed or otherwise arranged for the
selling, granting any participation in, or otherwise distributing the same,
(ii) the undersigned has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of the
undersigned's investment in the Stock,
(iii) the undersigned has received all of the information the undersigned has
requested from the Company and considers necessary or appropriate for
deciding whether to purchase the shares of Stock,
(iv) the undersigned has the ability to bear the economic risks of his
prospective investment,
(v) the undersigned is able, without materially impairing his financial
condition, to hold the shares of Stock for an indefinite period of time and
to suffer complete loss on his investment,
(vi) the undersigned understands and agrees that (A) he may be unable to
readily liquidate his investment in the shares of Stock and that the shares
must be held indefinitely unless a subsequent disposition thereof is
registered or qualified under the Securities Act and applicable state
securities or Blue Sky laws or is exempt from such registration or
qualification, and that the Company is not required to register the same or
to take any action or make such an exemption available except to the extent
provided in the within Warrant and (B) the exemption from registration under
the Securities Act afforded by Rule 144 promulgated by the Securities and
Exchange Commission ("Rule 144") depends upon the satisfaction of various
conditions by the undersigned and the Company and that, if applicable, Rule
144 affords the basis for sales under certain circumstances in limited
amounts, and that if such exemption is utilized by the undersigned, such
conditions must be fully complied with by the undersigned and the Company, as
required by Rule 144,
(vii) the undersigned either (A) is familiar with the definition of and the
undersigned is an "accredited investor" within the meaning of such term under
Rule 501 of Regulation D promulgated under the Securities Act, or (B) is
providing representations and warranties reasonably satisfactory to the
Company and its counsel, to the effect that the sale and issuance of Stock
upon exercise of such Warrant may be made without registration under the
Securities Act or any applicable state securities and Blue Sky laws, and
(viii) the address set forth below is the true and correct address of the
undersigned's residence.
DATED:
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant)
(Address)
NOTICE OF CONVERSION
(To be executed upon exercise of Warrant pursuant to Section 1)
The undersigned hereby irrevocably elects to surrender its Warrant for such
shares of Stock pursuant to the cashless exercise provisions of the within
Warrant, as provided for in Section 1 of such Warrant.
Please issue a certificate or certificates for such Stock in the name of, and
pay cash for fractional shares.
Name: _______________________
(Please Print Name, Address and
Social Security No.)
Address: ________________
_________________________
_________________________
Social Security No.: _________________
Signature:_______________________
NOTE: The above signature should correspond exactly with the name on the
first page of this Warrant or with the name of the assignee appearing in the
assignment form below
And if said number of shares shall not be all the shares exchangeable or
purchasable under the within Warrant, a new Warrant is to be issued in the
name of the undersigned for the balance remaining of the shares purchasable
thereunder.
FORM OF REGISTRATION RIGHTS AGREEMENT
-------------------------------------
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), is dated as of the ___
day of____________, 2006, by among each investor who executes this Agreement
as a "HOLDER" where indicated on the signature pages hereto (each
individually, a "Holder" and, collectively with the other holders of the
Units issued in the Offering, the "Holders"), and ANGIOGENEX, INC., a Nevada
corporation, with its principal executive offices at 425 Madison Ave. Suite
902, New York, New York 10017 (the "Company").
WHEREAS, the Holders will purchase from the Company an aggregate of up to
__________ units (the "Units") at one or more Closings, each Unit consisting
of two shares (the "Unit Shares") of Common Stock, $0.01 par value (the
"Common Stock") of the Company and one Warrant ("Unit Warrant") to purchase
one share of Common Stock (the "Warrant Shares") for a purchase price of
$1.00 per Unit. Collectively, the terms Units, Unit Shares, Unit Warrants and
the shares of Common Stock issuable upon exercise of Unit Warrants as such
relate to the Company are referred to herein as "AngioGenex Securities."
WHEREAS, the Company desires to grant to the Holder the registration rights
set forth herein with respect to the AngioGenex Securities, Public Company
Securities, and the shares of common stock issuable upon conversion of the
Warrants or Public Company Warrants pursuant to Section 1 of the Warrant (the
"Conversions Shares");
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Definitions. For purposes of this Registration Rights Agreement:
(a) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement or
statements or similar documents in compliance with the Securities Act of
1933, as amended (the "Securities Act"), and the declaration or ordering of
effectiveness of such registration statement or document by the Securities
and Exchange Commission ("SEC").
(b) The term "Registrable Securities" means the Units Shares, the Warrant
Shares, the Conversion Shares, the Public Company Shares, the Public Company
Warrant Shares, the shares of common stock of the Company or Public Company
as may be applicable and any other shares of stock or other securities issued
or issuable with respect to any of the above (whether by way of a stock
dividend or stock split or in exchange for or upon conversion of such shares
or otherwise in connection with a combination of shares, recapitalization,
merger, consolidation or other corporate reorganization).
(c) The term "Registration Statement" means any registration statement or
comparable document AngioGenex under the Securities Act through which a
public sale or distribution of AngioGenex's securities may be registered
(except a form exclusively for the sale or distribution of securities in
connection with an employee or consultant stock option or purchase plan or
for use exclusively in connection with a business combination), the
prospectus contained therein and all amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.
2. Automatic Registration.
(a) The Company shall, within one hundred twenty (120) days after the Final
Closing of a proposed offering to be initiated September 1, 2006, will file
on an appropriate form with the SEC, a registration statement registering for
resale the Registrable Shares ("Automatic Registration").
3. Piggyback Registration.
(a) From and after the Final Closing Date of the proposed Private Offering to
be initiated September 1, 2006 and until such time as the Registrable
Securities are freely saleable under Rule 144 promulgated under the
Securities Act without volume limitations, if the Company shall determine to
proceed with the preparation and filing of a Registration Statement in
connection with the proposed offer and sale of any of its securities by it or
any of its security holders (other than a registration statement on Form S-4,
S-8 or other limited purpose form), the Company will give written notice of
its determination to all record holders of the Registrable Securities. Upon
receipt of a written request from any such holder within thirty (30) days
after receipt of any such notice from the Company, the Company will cause all
the Registrable Securities owned by such holders to be included in such
Registration Statement, all to the extent requisite to permit the sale or
other disposition by the prospective seller or sellers of the Registrable
Securities to be so registered. If any registration pursuant to this Section
3 shall be underwritten in whole or in part, the Company may require that the
Registrable Securities requested for inclusion pursuant to this Section 3 be
included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters.
(b) Notwithstanding the foregoing, in the case of a firm commitment offering
on underwriting terms appropriate for such a transaction, if any such
managing underwriter shall advise the Company and the holders of Registrable
Securities in writing that, in such underwriter's opinion, the distribution
of all or a specified portion of the securities requested to be included in
the registration concurrently with the securities otherwise being registered
by the Company would materially adversely affect the distribution of all such
securities by increasing the aggregate amount of the offering in excess of
the maximum amount of securities which such managing underwriter believes can
reasonable be sold in the contemplated distribution, then the securities to
be included in the registration shall be cut back pro rata.
The obligation of the Company under this Section 3 shall be unlimited as to
the number of Registration Statements to which it applies.
4. Registration on Form S-3. In case the Company shall receive from a holder
or holders of not less than 25% of the Registrable Securities then
outstanding a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such holder
or holders, the Company will:
(a) promptly give written notice of the proposed registration, and any
related qualification or compliance, to all other holders of Registrable
Securities; and
(b) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other holder or holders
joining in such request as are specified in a written request given within 15
days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 4: (i) if
Form S-3 is not available for such offering by the holders; (ii) if the
holders, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at an aggregate price to the
public (net of any underwriters' discounts or commissions) of less than
$500,000.00; (iii) if the Company shall furnish to the holders a certificate
signed by the President of the Company stating that in the good faith
judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its stockholders for such Form S-3
registration to be effected at such time, in which event the Company shall
have the right to defer the filing of the Form S-3 Registration Statement for
a period of not more than 120 days after receipt of the request of the Holder
or Holders under this Section 4; provided, however, that the Company may only
utilize this right once in connection with such Form S-3 Registration
Statement; (iv) if the Company has, within the 12-month period preceding the
date of such request, already effected two registrations on Form S-3 for the
Holders pursuant to this Section 4; (v) in any particular jurisdiction in
which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance; or (vi) during the period ending 180 days after
the effective date of a Registration Statement filed pursuant to this Section
4.
(c) Subject to the foregoing, the Company shall file a Registration Statement
covering the Registrable Securities and other securities so requested to be
registered as soon as practicable and in any event with 120 days after
receipt of the request or requests of the holders. Registrations effected
pursuant to this Section 4 shall not be counted as demands for registration
or registrations effected pursuant to Section 2.
5. Registration Procedures. If and whenever the Company is required by the
provisions of Sections 2, 3 or 4 to effect the registration of Registrable
Securities under the Securities Act, the Company will:
(a) Use its best efforts to cause such Registration Statement to become
effective within 120 days of its filing and remain effective (i) for a period
of eighteen (18) months; provided, however, that any Registration Statement
filed pursuant to Section 3 may be kept effective for such lesser period of
time until which all Registrable Securities included thereunder are freely
salable (without restriction, except with regard to Registrable Securities
held by persons deemed to be "affiliates" of the Company) under Rule 144, if
applicable.
(b) prepare and file with the SEC such amendments to such Registration
Statement and supplements to the prospectus contained therein as may be
necessary to keep such Registration Statement effective for the period of
time described in paragraph (a) above;
(c) furnish to the holders of Registrable Securities participating in such
registration and to the underwriters of the securities being registered such
reasonable number of copies of such Registration Statement, preliminary
prospectus, final prospectus and such other documents as such underwriters
may reasonably request in order to facilitate the public offering of such
securities;
(d) use its best efforts to register or qualify the securities covered by the
Registration Statement under such state securities or blue sky laws of such
jurisdictions as such participating holders or the underwriter may reasonably
request in writing within twenty (20) days following the original filing of
such Registration Statement, except that the Company shall not for any
purpose be required to execute a general consent to service of process or to
qualify to do business as a foreign corporation in any jurisdiction wherein
it is not so qualified;
(e) in the event that a registration involves an underwritten offering, enter
into and perform its obligations under an underwriting agreement, in usual
and customary form, including, without limitation, customary indemnification
and contribution obligations, with the managing underwriter or such offering;
(f) notify the security holders participating in such registration and the
underwriter, promptly after it shall receive notice thereof, of the time when
the Registration Statement has become effective or a supplement to any
prospectus forming a part of the Registration Statement has been filed;
(g) notify such holders promptly of any request by the SEC for the amending
or supplementing the Registration Statement or prospectus or for additional
information;
(h) prepare and file with the SEC, promptly upon the request of any such
holders, any amendments or supplements to the Registration Statement or
prospectus which, in the opinion of counsel for such holders (and concurred
in by counsel for the Company), is required under the Securities Act or the
rules and regulations thereunder in connection with the distribution of the
Registrable Shares;
(i) prepare and promptly file with the SEC and promptly notify such holders
of the filing of such amendment or supplement to the Registration Statement
or prospectus as may be necessary to correct any statements or omissions if,
at the time when a prospectus relating to such securities is required to be
delivered under the Securities Act, any event shall have occurred as the
result of which any such prospectus or any other prospectus as then in effect
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading;
(j) advise such holders, promptly after it shall receive notice or obtain
knowledge thereof, of the issuance of any stop order by the SEC suspending
the effectiveness of the Registration Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best
efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;
(k) at the request of holders of a majority of the Registrable Securities
included in the Registration Statement, furnish to the underwriters on the
date that the Registrable Securities are delivered to underwriters for sale
in connection with a registration pursuant to this Section 4 (i) an opinion,
dated such date, of the counsel representing the Company for the purposes of
such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the
underwriters and (ii) a letter dated such date, from the independent
certified accountants of the Company, in form an substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the underwriters;
(l) make available for inspection by any underwriters participating in an
offering covering Registrable Securities, and the counsel, accountants or
other agents retained by any such underwriter, all pertinent financial and
other records, corporate documents, and properties of the Company, and cause
the Company's officers, directors and employees to supply all information
reasonably requested by any such underwriters in connection with such
offering;
(m) if the common stock is then listed on a national securities exchange,
cause the Registrable Securities to be listed on such exchange, or if
reported on NASDAQ, to be reported on NASDAQ. If the Common Stock is not then
listed on a national securities exchange or reported on NASDAQ, facilitate
the reporting of the Registrable Securities on NASDAQ; and
(n) provide a transfer agent and registrar, which may be a single entity, for
the Registrable Securities not later than the effective date of the
Registration Statement in which Registrable Securities are included;
6. Expenses. With respect to each inclusion of Registrable Securities in a
Registration Statement pursuant to Sections 2, 3 and 4 hereof, the fees,
costs and expenses of registration to be borne by the Company shall include,
all registration, filing, and NASD fees; printing expenses, fees and
disbursements of counsel and accountants for the Company; all legal fees and
disbursements and other expenses of complying with state securities or blue
sky laws of any jurisdictions in which the securities to be offered are to be
registered and qualified. Fees and disbursements of counsel and accountants
for the selling securityholders shall be borne by the selling
securityholders, and securityholders participating in such registration shall
bear their pro rata share of the underwriting discounts and commissions and
transfer taxes.
7. Indemnification.
(a) The Company will indemnify and hold harmless each holder of Registrable
Securities which are included in a Registration Statement pursuant to the
provisions of Section 2, Section 3 and Section 4 hereof, and each of its
officers, directors, partners, legal counsel, and accountants, and any
underwriter (as defined in the Securities Act) for such holder and each
person, if any, who controls such holder or such underwriter within the
meaning of the Securities Act, from and against, and will reimburse such
holder and each such underwriter and controlling person with respect to, any
and all loss, damage, liability, cost and expense to which such holder or any
such underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, damages, liabilities,
costs or expenses are caused by any untrue statement or alleged untrue
statement of any material fact contained in a Registration Statement, any
prospectus contained therein or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading; provided, however, that the Company will not be liable in any
such case to the extent that any such loss, damage, liability, cost or
expenses arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with
information furnished by such holder, such underwriter or such controlling
person in writing specifically for use in the preparation thereof.
(b) Each holder of Registrable Securities included in a registration pursuant
to the provisions of Sections 2, 3 and 4 hereof, severally and not jointly,
will indemnify and hold harmless the Company, and each of its officers,
directors, partners, legal counsel, and accountants any controlling person
and any underwriter from and against, and will reimburse the Company, its
directors and officers, any controlling person and any underwriter with
respect to, any and all loss, damage, liability, cost or expense to which the
Company or any controlling person and/or any underwriter may become subject
under the Securities Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, any prospectus contained therein or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they
were made, not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was so made in reliance upon and in strict conformity with
written information furnished by or on behalf of such holder specifically for
use in the preparation thereof and provided further, that the maximum amount
that may be recovered from any holder shall be limited to the amount of
proceeds received by such holder from the sale of the Registrable Securities.
(c) Promptly after receipt by an indemnified party under this Section 7 of a
notice of the commencement of any action (including any governmental action)
such indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party hereunder, deliver to the indemnifying party a
written notice of the commencement thereof. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of any such action shall relieve such indemnifying party of any liability to
the indemnified party under this Section 7 only to the extent prejudicial to
its ability to defend such action, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to an indemnified party otherwise than under this Section 7. The
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to control of the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
shall have the right to retain its own counsel, with reasonable fees and
expenses to be paid by the indemnifying party, if in the reasonable
determination of counsel for the indemnifying party, representation of such
indemnified party by the counsel obtained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. After notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party will not be liable to such indemnified party pursuant to the provisions
of paragraph (a) or (b) above for any legal or other expense subsequently
incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation, unless (i) the indemnified
party shall have employed counsel in accordance with the provisions of the
preceding sentence, (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after the notice of the
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party.
8. Contribution. To the extent any indemnification by an indemnifying party
is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise
be liable under Section 7 hereof to the extent permitted by law, provided
that (i) no contribution shall be made under circumstances where the maker
would not have been liable for indemnification pursuant to the provisions of
Section 7 hereof, (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of such fraudulent
misrepresentation, and (iii) contribution by any seller of Registrable
Securities shall be limited to the net amount of proceeds received by such
seller from the sale of such Registrable Securities.
9. Assignable Rights. The rights with respect to the Registrable Securities
under this Agreement shall, in addition for the benefit of the parties
hereto, be for the benefit of and enforceable by an transferee of the
Registrable Securities. The obligations of the Company contained in this
Agreement shall be binding upon any successor to the Company, including
without limitation Public AngioGenex, and continue to be in effect with
respect to any securities issued by any successor to the Company in
substitution or exchange for any Registrable Securities.
10. Reports Under the Exchange Act. With a view to making available to the
holders of Registrable Securities the benefits of SEC Rule 144 and any other
rule or regulation of the SEC that may at any time permit the holders of the
Registrable Securities to sell securities to the public without registration,
the Company agrees to:
(a) make and keep public information available, as those terms are understood
and defined in SEC Rule 144, at all times;
(b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and
(c) furnish to each holder of Registrable Securities, forthwith upon request
(i) a written statement by the Company that it has complied with the
reporting requirements of SEC Rule 144, the Securities Act and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company and (iii) such
other information as may be reasonably requested in availing the holders of
any Registrable Securities of any rule or regulation of the SEC which permits
the selling of any such securities without registration.
11. Termination of Registration Rights. No holder shall be entitled to
exercise any right provided for in this Agreement after the earlier of (i)
the fifth (5th) anniversary of the Final Closing, or (ii) such time as Rule
144 or another similar exemption under the Securities Act is available for
the sale of all of such holder's Registrable Securities during a three-month
period without registration.
12. Governing Law. The Registrable Securities will be, if and when issued,
delivered in Nevada. This Agreement shall be deemed to have been made and
delivered in the State of Nevada and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the
internal substantive laws of the State of Nevada without giving effect to the
choice of law rules thereof.
13. Amendment. This Agreement may only be amended by a written instrument
executed by the Company and the Holders holding a majority of the Registrable
Securities.
14. Entire Agreement. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings of the parties, oral and written, with
respect to the subject matter hereof.
15. Execution in Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
16. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed duly given when delivered
by hand or mailed by registered or certified mail, postage prepaid, return
receipt requested, as follows: if to the Holder, to his, her or its address
on file with the Company and if to the Company, to its principal offices.
17. Binding Effect Benefits. The Holder may assign his, her or its rights
hereunder. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective heirs, legal representatives and
successors. Nothing herein contained, express or implied, is intended to
confer upon any person other than the parties hereto and their respective
heirs, legal representatives and successors, any rights or remedies under or
by reason of this Agreement.
18. Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this
Agreement.
19. Severabilily. Any provision of this Agreement which is held by a court of
competent jurisdiction to be prohibited or unenforceable in any jurisdictions
shall be, as to such jurisdictions, ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the date first above written.
ANGIOGENEX INC.
By:
Richard Salvador, President & CEO
HOLDER
Name:
EXHIBIT C
---------
SUBSCRIPTION AGREEMENT
----------------------
FOR SUBSCRIPTIONS IN CALENDAR YEAR 2006
---------------------------------------
This SUBSCRIPTION AGREEMENT (the "Subscription Agreement") is made as of the
date set forth on the signature page hereof between ANGIOGENEX, INC., a
Nevada corporation, with its principal offices at 425 Madison Avenue, Suite
902, New York, NY 10017 (the "Company"), and the undersigned subscriber (the
"Investor").
RECITALS
--------
WHEREAS, the Company desires to sell Units comprised of Unit Shares and Unit
Warrants (the "Units," "Unit Shares" and "Unit Warrants,") directly by the
Company. The Units are being sold at a purchase price of $0.666 per Unit and
each Unit is comprised of two shares of the Company's Common Stock, $0.01 par
value ("Common Stock") and one Common Stock Purchase Warrant, exercisable for
one share of Common Stock a period of five years at an exercise price of
$1.00 per share. Collectively, the Units, Unit Shares, Unit Warrants, the
shares of Common Stock issuable upon exercise of Unit Warrants and the shares
of common stock, warrants and shares of common stock issuable upon the
exercise of the warrants of AngioGenex are referred to herein as the
"Securities."
WHEREAS, the Company is offering the Units pursuant to Rule 506 of Regulation
D promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), to "accredited investors" only, as such term is defined in Rule 501(a)
of said Regulation D.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
SECTION 1
SUBSCRIPTION FOR UNITS
1.1 Subscription. The Investor, intending to be legally bound, hereby
subscribes for and agrees to purchase the number of Units set forth upon the
signature page hereof, at a purchase price of $0.666 per Unit and the Company
agrees to sell such Units to the Investor, upon such terms and conditions.
1.2 Purchase.
(a) The Investor hereby tenders a check made payable to the order of
AngioGenex, Inc. or wire transfer funds in the amount set forth on the
signature page hereof. If funds are sent via wire transfer, they should be
sent to the following account:
AngioGenex, Inc.
Citibank N.A. Branch #94
1285 First Ave., New York, NY 10021 USA
Acct.# 95893154
ABA 021000089
Rtg (Blz) # 021000089
(b) The Investor also tenders herewith a completed executed copy of this
Subscription Agreement, including the Investor Questionnaire.
(c) All subscriptions for Units are irrevocable when delivered, subject to
acceptance by the Company and certain other conditions described in this
Subscription Agreement. The Company has the right to accept or reject any
subscription, in whole or in part. Funds relating to all subscriptions
rejected by the Company shall be returned promptly to the applicable
subscriber, without interest and without any deduction.
SECTION 2
REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 Investor Representations, Warranties and Covenants. The Investor hereby
acknowledges, represents, warrants or covenants, as the case may be, to the
Company as follows:
(a) The Investor is an "accredited investor" as such term is defined in
Rule 501 of Regulation D promulgated under the Securities Act, as indicated
by his response set forth in the Investor Questionnaire attached hereto, and
the Investor is able to bear the full economic risk of an investment in the
Units.
(b) The Investor has prior investment experience, including investment in
private, non-listed and non-registered securities, or has employed the
services of an investment advisor, attorney or accountant to read all of the
documents furnished or made available by the Company both to Investor and to
all other prospective investors in the Units and to evaluate the merits and
risks of such an investment on his behalf, and that Investor recognizes the
highly speculative nature of this investment.
(c) The Investor acknowledges receipt and careful review of the documents
and hereby represents that Investor has been furnished by the Company during
the course of this transaction with all other information regarding the
Company requested or desired to be known by Investor, that all documents
which could be reasonably provided have been made available for the
inspection and review of the Investor, that Investor has been afforded the
opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning the terms and
conditions of the Company's business, management, financial affairs and any
additional information which Investor had requested.
(d) The Investor understands and recognizes that the purchase of the Units
is highly speculative and involves a high degree of risk and that only
investors who can afford the loss of their entire investment should consider
investing in the Company. The Investor understands all the risks of investing
in the Company, including, without limitation, that (i) the Company has
incurred net operating losses since inception on March 31, 1999 and, as of
March 31, 2005, had an unaudited accumulated deficit and charges against
capital of approximately $2,991,944; (ii) the Company is an early stage
company with only one full-time employee as of this date, (iii) the Company
has not ;commenced the development of any products as of this date; (iv) the
Company is heavily dependent on certain exclusive license agreements, as may
be supplemented and amended ("License Agreements") it has with the Memorial
Sloan Kettering Cancer Center ("MSKCC") and (v) there is no public market for
any of the securities issued by the Company, and that the Company has made no
assurances that a public market will ever exist for the Units, Unit Shares or
Unit Warrants or the shares of common stock, warrants or shares of common
stock issuable upon exercise of the warrants of the Company.
(e) The Investor acknowledges that the Private Placement has not been
reviewed by the United States Securities and Exchange Commission ("SEC")
because of the Company's representations that this is intended to be a
nonpublic offering pursuant to Section 4(2) of the Securities Act and Rule
506 of Regulation D promulgated under the Securities Act. The Investor
represents that the Securities are being purchased for his own account, for
investment and not for distribution or resale to others. The Investor agrees
that he will not sell or otherwise transfer such Securities unless such
Securities are registered under the Securities Act or unless an exemption
from such registration is available. By executing this Agreement, the
Investor further represents that the Investor does not presently have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer, or grant participations to such person or to any third person, with
respect to the Securities. Neither the Investor, nor any of its officers,
directors, employees, agents, stockholders or partners has (a) engaged in any
general solicitation, or (b) published any advertisement in connection with
the offer and sale of the Securities.
(f) The Investor understands that the Securities have not been registered
under the Securities Act by reason of a claimed exemption under the
provisions of the Securities Act which depends, in part, upon the Investor's
investment intention. In this connection, the Investor understands that it is
the position of the SEC that the statutory basis for such exemption would not
be present if Investor's representation merely meant that a present intention
was to hold such securities for a short period, such as the capital tax gains
period of tax statutes, for a deferred sale, for a market rise, assuming that
a market exists, or for any other fixed period. The Investor realizes that,
in the view of the SEC, a purchase now with an intent to resell would
represent a purchase with an intent inconsistent with his representation to
the Company, and the SEC might regard such a sale or disposition as a
deferred sale to which such exemptions are not available.
(g) The Investor understands and hereby acknowledges that the Company is
under no obligation to register the Securities under the Securities Act, with
the exception of certain registration rights set forth in the Section 4
hereof, which registration rights are exclusively with respect to Public
AngioGenex' equivalent to the Unit Shares and the shares of common stock
issuable upon exercise of Public AngioGenex' equivalent of the Unit Warrants.
The Investor understands that the Securities are "restricted securities"
under applicable U.S. federal and state securities laws and that, pursuant to
these laws, the Investor must hold the Securities indefinitely unless they
are registered with the SEC and qualified by state authorities, or an
exemption from such registration and qualification requirements is available.
The Investor further understands that the Company may, if it desires, permit
the transfer of the Securities out of Investor's name only when Investor's
request for transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that the proposed transfer does not result in a
violation of the Securities Act or any applicable state "blue sky" laws. The
Investor agrees to hold the Company and its directors, officers and
controlling persons and their respective heirs, representatives, successors
and assigns harmless and to indemnify them against all liabilities, costs and
expenses incurred by them as a result of any misrepresentation made by
Investor contained herein or any sale or distribution by the undersigned
Investor in violation of any securities laws under the Securities Act or
under the securities laws of any state or other jurisdiction.
(h) The Investor understands that the Company and the Company's legal
counsel are relying on the Investor's representations herein and the
information provided by the Investor in the Investor Questionnaire attached
hereto. Any information which the Investor has heretofore furnished to the
Company in the Investor Questionnaire or otherwise, including, without
limitation, information with respect to his financial position and business
experience is correct and complete as of the date of this Subscription
Agreement, and if there should be any material change in such information
prior to the Closing Investor will immediately furnish such revised or
corrected information to the Company.
(i) The Investor understands the tax consequences of this investment and
that the Company is not providing tax advice or information. The Investor has
had the opportunity to consult with the Investor's own legal, accounting,
tax, investment and other advisors, who are unaffiliated with the Company or
any affiliate or selling agent of the Company, with respect to all legal
aspects and tax treatment of an investment by the Investor in the Securities.
(j) If the Investor is a corporation, trust, partnership or other entity,
it is authorized to purchase the Units and the person signing this
Subscription Agreement on behalf of such entity has been duly authorized by
such entity to do so.
(k) In addition to any other legend required by the Company or state
securities laws, the Investor consents to the placement of a legend on any
certificate or other documents evidencing the Securities substantially in the
following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS
OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE
OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE."
(l) The address of the Investor furnished by Investor at the end of this
Subscription Agreement is the undersigned's principal residence if Investor
is an individual or its principal business address if it is a corporation or
other entity.
(m) No representations or warranties have been made to the Investor by the
Company or any agent, employee or affiliate of the Company and in entering
into this transaction, the Investor is not relying on any information, other
than that contained made available by the Company and the results of
independent investigation by the Investor and/or Investor's legal, accounting
and tax advisors.
(n) Such Investor either has a preexisting personal or business
relationship with the Company or any of its partners, officers, directors or
controlling persons, or by reason of such Investor's business or financial
experience or the business or financial experience of such Investor's
professional advisors, who are unaffiliated with and who are not compensated
by the Company, or any affiliate or selling agent of the Company, directly or
indirectly, such Investor could be reasonably assumed to have the capacity to
protect such Investor's own interests in connection with the transaction.
(o) This Subscription Agreement constitutes the legal, valid and binding
agreement of the Investor, enforceable against the Investor in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally and by general equitable
principles, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies and (iii) to the
extent any indemnification provisions contained in this Subscription
Agreement may be limited by applicable Federal or state securities laws.
(p) If the Investor is not a United States person it has satisfied itself
as to the full observance of the laws of its jurisdiction in connection with
any invitation to subscribe for the Units or any use of this Subscription
Agreement, including (i) the legal requirements within its jurisdiction for
the purchase of the Units, (ii) any foreign exchange restrictions applicable
to such purchase, (iii) any governmental or other consents that may need to
be obtained, and (iv) the income tax and other tax consequences, if any, that
may be relevant to the purchase, holding, redemption, sale or transfer of the
Units or Securities. Such Investor's subscription and payment for, and the
continued beneficial ownership of the Units or Securities will not violate
any applicable securities or other laws of the Investor's jurisdiction.
(q) The Investor also understands and agrees that, although the Company
will use its best efforts to keep confidential the information provided
herein, the Company may present the information provided herein to such
parties as it deems advisable (a) if called upon to establish either the
availability under any Federal or state securities laws of an exemption from
registration of the Private Placement or compliance with any other legal
requirement, or (b) if the contents hereof are relevant to any issue in any
action, investigation, suit or proceeding to which the Company is a party, is
subject, or by which it is or may be bound. Further, the Investor understands
that the Private Placement may be reported to the SEC pursuant to the
requirements of applicable Federal law and to various state securities or
blue sky commissioners pursuant to applicable laws.
(r) The acknowledgments, representations, warranties and covenants
contained in this Section 2.1 shall survive each Closing.
2.2 Representations, Warranties and Covenants of the Company. The Company
hereby acknowledges, represents, warrants or covenants, as the case may be,
to the Investor as follows:
(a) The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the state of Nevada, with full power and
authority, and all necessary consents, authorizations, approvals, orders,
licenses, certificates, and permits of and from, and declarations and filings
with all Federal, state, local, foreign, and other governmental authorities
and all courts and other tribunals, to own, lease, license and use its
properties and assets, and to carry on its business or business as required,
except where the failure to have obtained any of the foregoing would not have
a material adverse effect on the business, property or financial condition of
the Company. The Company is duly licensed and qualified to do business and be
in good standing in every jurisdiction in which the ownership, leasing,
licensing or use of property and assets or the conduct of its business makes
such qualification necessary, except where the failure to be so licensed or
qualified would not have a material adverse effect on the business, property
or financial condition of the Company. The Company has no subsidiaries.
(b) All corporate action on the part of the Company,its officers,directors
and stockholders necessary for the authorization, execution and delivery of
this Subscription Agreement, the performance of all obligations of the
Company hereunder at the Closing(s) and the authorization, issuance, sale and
delivery of the Units, Unit Shares and Unit Warrants has been taken or will
be taken prior to the Initial Closing, and this Subscription Agreement
constitutes the valid and legally binding obligation of the Company,
enforceable in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally and by
general equitable principles, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief, or other equitable
remedies and (iii) to the extent any indemnification provisions contained in
this Subscription Agreement may be limited by applicable Federal or state
securities laws.
(c) As of the date hereof, the Company's authorized and outstanding
capitalization is set forth in the audited financial statement dated December
31, 2005 and the quarterly compilation dated June 30, 2006. Each outstanding
share of the Company's capital stock issued is duly authorized, validly
issued, fully paid and non-assessable and has not been issued and is not
owned or held in violation of any preemptive rights set forth in the
Company's Certificate of Incorporation or any agreement to which the Company
is a party and there are no preemptive rights on any of the Company's
securities. There is no commitment, plan or arrangement to issue, and no
outstanding option, warrant or other right calling for the issuance of, any
share of capital stock of the Company which, if not disclosed would cause
documents provided to the Investor by the Company to be inaccurate in any
material respect. There is outstanding no security or other instrument which
by its terms is convertible into, exercisable for or exchangeable for any
class of capital stock of the Company.
(d) The Company as of the date of this subscription will have reserved a
sufficient number of shares of its Common Stock for the issuance to all
investors in the Private Placement and upon issuance of the Unit Shares and
assuming exercise of the Unit Warrants (and further assuming conversion of
the Convertible Notes and exercise of the warrants associated with the
Convertible Notes) and payment therefore. Upon exercise of the Unit Warrants
and payment of the exercise price, such shares of Common Stock issued in
respect to such exercise, will be duly and validly issued, fully paid, and
nonassessable, and will be free of restrictions on transfer other than
restrictions on transfer described in this Subscription Agreement and under
applicable Federal and state securities laws. There are no preemptive rights
with respect to the ownership of the Units, Unit Shares or Unit Warrants.
(e) To the Company's knowledge and assuming the accuracy of the
representations made by the Investor in Section 2.1 of this Subscription
Agreement, no consent, approval, qualification, order or authorization of, or
filing with, any local, state, or Federal governmental authority is required
on the part of the Company in connection with the Company's valid execution,
delivery, or performance of this Subscription Agreement, the offer, sale or
issuance of the Units except such filings as have been made prior to the
Initial Closing, and any notices of sale required to be filed with the SEC
under Regulation D promulgated under the Securities Act, or such post-closing
filings as may be required under applicable state securities laws.
(f) There is no litigation, arbitration, governmental action, hearing or
other proceeding (formal or informal) or claim or investigation pending
against the Company or, to the best of the knowledge of the Company,
threatened with respect to the Company, relating to any of its respective
operations, businesses, properties or assets, (or to the best knowledge of
the Company, any set of facts that would give rise thereto). To the Company's
knowledge, the Company is not in violation of any law, rule, regulation,
order, judgment or decree.
(g) The Company is not in violation or breach of or in default with
respect to, complying with any provision of any material contract, agreement,
instrument, lease, license, arrangement or understanding to which the
Company, and each such material contract, agreement, instrument, lease,
license, arrangement and understanding is in full force and effect and is the
legal, valid and binding obligation of the Company, enforceable as to the
Company in accordance with its terms (subject to applicable bankruptcy,
insolvency and other laws affecting the enforceability of creditors' rights
generally and to general equitable principles), the violation or breach or
default of which would have a material adverse effect on the business,
property or financial condition of the Company. To the Company's knowledge,
the Company has good and marketable title to all properties and assets, owned
by it, free and clear of all liens, charges, encumbrances or restrictions,
except such as are not materially significant or important in relation to the
business of the Company; all of the material leases and subleases under which
the Company is the lessor or sublessor of properties or assets or under which
the Company, holds properties or assets as lessee or sublessee are in full
force and effect, and the Company is not in default in any material respect
with respect to any of the terms or provisions of any of such respective
leases or subleases, and no material claim has been asserted by anyone
adverse to rights of the Company, as lessor, sublessor, lessee or sublessee
under any of the leases or subleases mentioned above, or affecting or
questioning the right of the Company to continued possession of the leased or
subleased premises or assets under any such lease or sublease. The Company is
not in violation or breach of, or in default with respect to, any term of its
Certificate of Incorporation or By-Laws.
(h) The audited and unaudited financial statements of the Company,
together with related notes and schedules, present fairly in all material
respects the financial position and cash flows of the Company at the
indicated dates and for the indicated periods.
(i) Since the most recent balance sheet of the Company,it has not incurred
any liabilities or obligations, direct or contingent, not in the ordinary
course of business, or entered into any transaction not in the ordinary
course of business, which is material to the business of the Company, and
there has not been any change in the capital stock of, or any incurrence of
long-term debt by, the Company, or any issuances of options, warrants or
other rights to purchase the capital stock of the Company, or any adverse
change or any development involving, so far as the Company can now reasonably
foresee, a prospective adverse change in the condition (financial or
otherwise), net worth, results of operations, business, key personnel or
properties which would be material to the business or financial condition of
the Company.
(j) The foregoing acknowledgments, representations, warranties and
covenants shall survive the Closing.
SECTION 3
TERMS OF SUBSCRIPTION
3.1 Subscription. All subscriptions for Units are irrevocable when delivered,
subject to acceptance by the Company and certain other conditions described
in this Subscription Agreement. The Company has the right to accept or reject
any subscription, in whole or in part.
3.2 Delivery of Certificates. The Investor hereby authorizes and directs the
Company to deliver the Unit Shares and Unit Warrants contained in the Units
and, upon exercise of the Unit Warrants, the shares of Common Stock issuable
upon such exercise, to such Investor pursuant to this Subscription Agreement
to the address indicated in the Investor Questionnaire included herein.
SECTION 4
REGISTRATION RIGHTS
4. Pursuant to the terms of the Registration Rights Agreement signed in
conjunction with this Subscription Agreement, certain registration rights
apply to the Unit Shares. See the Registration Rights Agreement for a full
description of the demand and piggy-back registration rights applicable to
the Unit Shares and the limitations on such rights.
SECTION 5
CONDITIONS FOR CLOSING
5.1 Conditions of Investor's Obligations at Closing. The obligations of the
Investor under this Subscription Agreement are subject to the Company's
fulfillment on or before each Closing of each of the following conditions:
(a) Representations and Warranties. The representations and warranties of
the Company contained in Section 2.2 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been
made on and as of the date of such Closing.
(b) Performance. The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Subscription
Agreement that are required to be performed or complied with by it on or
before the Closing.
5.2 Conditions of the Company's Obligations at Closing. The obligations of
the Company to the Investor under this Subscription Agreement are subject to
the Investor's fulfillment on or before the Closing of each of the following
conditions by the Investor:
(a) Representations and Warranties. The representations and warranties of
the Investor contained in Section 2.1 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been
made on and as of the date of the Closing.
(b) Investor Questionnaire; Subscription Agreement; Payment of Purchase
Price. The Investor shall have (i) executed and delivered an applicable
Investor Questionnaire, (ii) executed and delivered this Subscription
Agreement, and (iii) made payment of the purchase price for the Units in
accordance with Section 1.2 of this Subscription Agreement.
SECTION 6
MISCELLANEOUS
6.1 Modification. Neither this Subscription Agreement nor any provisions
hereof should be modified, discharged or terminated except by an instrument
in writing signed by the party against whom any waiver, change, discharge or
termination is sought.
6.2 Notices. Any notice, demand or other communication which any party hereto
may be required, or may elect, to give to anyone interested hereunder shall
be sufficiently given if delivered personally or by nationally recognized
overnight courier service or sent by registered or certified mail, return
receipt requested, addressed to such address as may be given herein. Notices
delivered personally shall be effective upon receipt by the party to which it
is addressed. Notices delivered by overnight courier service shall be
effective the day after deposited with such courier service. Notices
delivered by mail shall be effective three (3) days after deposited with the
United States Postal Service.
6.3 Execution. By the execution of the signature page attached hereto, the
parties hereby agree to be bound by all of the terms and conditions of this
Subscription Agreement, including, without limitation, the registration
rights contained herein.
6.4 Counterparts. This Subscription Agreement may by executed through the use
of separate signature pages or in any number of counterparts, and each of
such counterparts shall, for all purposes, constitute one agreement binding
on all the parties, notwithstanding that all parties are not signatories to
the same counterpart.
6.5 Binding Effect. Except as otherwise provided herein, this Subscription
Agreement shall be binding upon and inure to the benefit of the parties and
their heirs executors, administrators, successors, legal representatives and
assigns. If the Investor is more than one person, the obligation of the
Investor shall be joint and several and the agreements, representations,
warranties and acknowledgments herein contained shall be deemed to be made by
and be binding upon each such person and his heirs, executors, administrators
and successors.
6.6 Entire Agreement. This Subscription Agreement contains the entire
agreement of the parties with respect to the subjects hereof, and there are
no representations, covenants or other agreements except as stated or
referred to herein.
6.7 Assignability. This Subscription Agreement is not transferable or
assignable by the Investor.
6.8 Applicable Law; Jurisdiction. This Subscription Agreement shall be
governed by and construed under the internal laws of the State of Nevada
without regard to conflict of law rules. The parties hereby submit to the
exclusive jurisdiction of the courts of the State of Nevada and the Federal
courts located in the Nevada with respect to any action or legal proceeding
commenced by either party with respect to this Subscription Agreement or the
Units. Each party irrevocably waives any objection it now has or hereafter
may have respecting the venue of any such action or proceeding or the
inconvenience of such forum, and each party consents to the service of
process in any such action or proceeding in the manner set forth for the
delivery of notices herein.
6.9 Waiver of Jury. The parties hereby waive their rights to a trial by jury
in any action or proceeding involving any matter arising out of or relating
to this Subscription Agreement or to the Units.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
ANGIOGENEX, INC.
Subscription Agreement Signature Page
IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as
of the acceptance date by the Company indicated below.
______________________________ ________________________________
Signature of Subscriber Signature of Co-Subscriber
______________________________ ________________________________
Name of Subscriber Name of Co-Subscriber
please print
______________________________ ________________________________
Address of Subscriber Address of Co-Subscriber
______________________________ ________________________________
Social Security or Taxpayer Social Security or Taxpayer
Identification Number of Subscriber Identification Number of Co-Subscriber
______________________________ Subscription Accepted:
Number of Units Subscribed AngioGenex, Inc.
for at $0.666 per Unit, with $50,000
minimum investment By:_____________________________
_______________________________ Title: _________________________
Total Subscription Amount
Date:____________________________
IMPORTANT: Investor Name: ______________________
Please Complete
INDIVIDUAL INVESTOR QUESTIONNAIRE
FOR CALENDAR YEAR 2006
---------------------------------
ANGIOGENEX, INC.
---------------------------------
AngioGenex, Inc.
425 Madison Avenue
Suite 902
New York, NY 10017
The information contained in this Questionnaire is being furnished in order
to determine whether the undersigned's subscription to purchase Units
comprised of Unit Shares and Unit Warrants as described in the Subscription
Agreement delivered herewith may be accepted by AngioGenex, Inc. (the
"Company").
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Units comprised of
Unit Shares and Unit Warrants is exempt from registration under the
Securities Act of 1933, as amended, or meets the requirements of applicable
state securities or "blue sky" laws. Further, the undersigned understands
that the offering is required to be reported to the Securities and Exchange
Commission and to various state securities or "blue sky" regulators. . In
addition, this Questionnaire may provided to certain governmental or other
authorities, including regulatory and self-regulatory organizations pursuant
to subpoena, oral questions, interrogatories, request for information, or
similar process under various Federal, State or local laws, rules and
regulations and otherwise, including, but not limited to the USA Patriot Act
(H.R. 3162),
IF YOU ARE PURCHASING THE UNITS COMPRISED OF UNIT SHARES AND UNIT WARRANTS
WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE PAGE (PAGE A-5).
IF YOU ARE PURCHASING THE UNITS COMPRISED OF UNIT SHARES AND UNIT WARRANTS
WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE
QUESTIONNAIRE. Please make a photocopy of pages A-1 to A-5 and return both
completed Questionnaires to the Company in the same envelope.
I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF THE UNITS, UNIT SHARES AND
UNIT WARRANTS:
* Individual
* Joint Tenants (rights of survivorship)
* Tenants in Common (no rights of survivorship)
II. PLEASE CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO YOU.
* 1. I have an individual net worth* or joint net worth with my spouse in
excess of $1,000,000.
* 2. I have had an individual income in excess of $200,000 in each of 2004
and 2005 and I reasonably expect an individual income in excess of $200,000
for 2006. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH
HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN
ORDER TO CHECK THIS BOX.
* 3. My spouse and I have had a joint income* in excess of $300,000 in each
of 2004 and 2005 and I reasonably expect a joint income in excess of $300,000
for 2006.
* 4. I am a director and/or an executive officer of the Company, as such
terms are defined in Regulation D promulgated under the Securities Act of
1933, as amended.
III. OTHER CERTIFICATIONS
By signing the Signature Page, I certify the following (or, if I am
purchasing the Units comprised of Unit Shares and Unit Warrants with my
spouse as co-owner, each of us certifies the following):
(a) that I am at least 21 years of age;
(b) that my purchase of the Units comprised of Unit Shares and Unit Warrants
will be solely for my own account and not for the account of any other person
(other than my spouse, if co-owner);
(c) that the name, home address and social security number or taxpayer
identification number as set forth in this Questionnaire are true, correct
and complete; and
(d) that one of the following is true and correct (check one):
First Owner
* * (i) I am a United States citizen or resident of the United States for
United States federal income tax purposes.
* * (ii) I am neither a United States citizen nor a resident of the United
States for United States federal income tax purposes.
Spouse, if Co-Owner
* * (i) I am a United States citizen or resident of the United States for
United States federal income tax purposes.
* * (ii) I am neither a United States citizen nor a resident of the United
States for United States federal income tax purposes.
IV. GENERAL INFORMATION
(a) PERSONAL INFORMATION
Purchaser
Name: _______________________________________________________________________
Social Security or Taxpayer Identification Number:___________________________
Residence Address: __________________________________________________________
(NUMBER AND STREET)
_____________________________________________________________________________
(CITY) (STATE) (ZIP CODE)
Residence Telephone Number:
__________________________________________________________
(AREA CODE) (NUMBER)
Residence Facsimile Number:
__________________________________________________________
(AREA CODE) (NUMBER)
Occupation: ______________________________________________
Name of Business: ___________________________________________________________
Business Address: ___________________________________________________________
(NUMBER AND STREET)
_____________________________________________________________________________
(CITY) (STATE) (ZIP CODE)
Business Telephone Number:___________________________________________________
(AREA CODE) (NUMBER)
Business Facsimile Number:___________________________________________________
(AREA CODE) (NUMBER)
I prefer to have correspondence sent to: * Residence * Business
NASD Affiliation or Association, if any:_____________________________________
If none, check here *
Spouse, if Co-Owner
Name:________________________________________________________________________
Social Security or Taxpayer Identification Number:___________________________
Passport: Issuing Country: ____________ Number: _________________
Expiration: __________
Driver's License: Issuing Country or State: ___________ Number: __________
Expiration: _________
Residence Address: __________________________________________________________
(NUMBER AND STREET)
_____________________________________________________________________________
(CITY) (STATE) (ZIP CODE)
Residence Telephone Number (if different from
Purchaser's):________________________________________________________________
(AREA CODE) (NUMBER)
Occupation:__________________________________________________________________
Name of Business (if different from Purchaser's):____________________________
Business Address (if different from Purchaser's):____________________________
(NUMBER AND STREET)
_____________________________________________________________________________
(CITY) (STATE) (ZIP CODE)
Business Telephone Number (if different from
Purchaser's):_____________________________________
(AREA CODE) (NUMBER)
I prefer to have correspondence sent to: * Residence * Business
NASD Affiliation or Association, if any:_____________________________________
If none, check here *
V. SIGNATURE
The Signature Page to this Questionnaire is entitled Individual Signature
Page.
INDIVIDUAL SIGNATURE PAGE
FOR CALENDAR YEAR 2006
_____________________
ANGIOGENEX, INC.
_____________________
1. The undersigned represents that (a) the information contained in this
Questionnaire is complete and accurate and (b) he/she will notify the
AngioGenex, Inc., Attn: Michael Strage immediately if any material change in
any of this information occurs before the acceptance of his/her subscription
and will promptly send to the Company confirmation of such change.
___________________________ _________________________________, 2006
AMOUNT OF SUBSCRIPTION - DOLLARS DATE
___________________________ ______________________________________
AMOUNT OF SUBSCRIPTION - UNITS NAME (PLEASE TYPE OR PRINT)
______________________________________
SIGNATURE
______________________________________
NAME OF SPOUSE IF CO-OWNER (PLEASE TYPE OR PRINT)
______________________________________
SIGNATURE OF SPOUSE IF CO-OWNER
IF YOU ARE PURCHASING THE UNITS COMPRISED OF UNIT SHARES AND UNIT WARRANTS
WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE (PAGE A-5).
IF YOU ARE PURCHASING THE UNITS COMPRISED OF UNIT SHARES AND UNIT WARRANTS
WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE
QUESTIONNAIRE. Please make a photocopy of pages A-1 to A-5 and return both
completed Questionnaires to the Company in the same envelope.
THE UNITS COMPRISED OF UNIT SHARES AND UNIT WARRANTS HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT THE COMPANY'S PRIOR WRITTEN
CONSENT AND UNLESS SUCH UNITS COMPRISED OF UNIT SHARES AND UNIT WARRANTS ARE
INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION
OF COUNSEL, CONCURRED IN BY COUNSEL TO THE COMPANY HAS BEEN DELIVERED TO THE
EFFECT THAT REGISTRATION OF SUCH UNITS COMPRISED OF UNIT SHARES AND UNIT
WARRANTS IS NOT REQUIRED.
IMPORTANT: Investor Name: ___________________________
Please Complete
CORPORATION QUESTIONNAIRE
FOR CALENDAR YEAR 2006
-------------------------
ANGIOGENEX, INC.
-------------------------
AngioGenex, Inc.
425 Madison Avenue
Suite 902
New York, NY 10017
The information contained in this Questionnaire is being furnished in order
to determine whether the undersigned CORPORATION's subscription to purchase a
Units comprised of Unit Shares and Unit Warrants as described in the
Subscription Agreement delivered herewith may be accepted by AngioGenex, Inc.
(the "Company").
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned CORPORATION understands, however, that the
Company may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of
the Units comprised of Unit Shares and Unit Warrants is exempt from
registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned CORPORATION understands that the offering is required to be
reported to the Securities and Exchange Commission and to various state
securities or "blue sky" regulators. In addition, this Questionnaire may
provided to certain governmental or other authorities, including regulatory
and self-regulatory organizations pursuant to subpoena, oral questions,
interrogatories, request for information, or similar process under various
Federal, State or local laws, rules and regulations and otherwise, including,
but not limited to the USA Patriot Act (H.R. 3162),
I. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE CORPORATION.
* 1. Each of the shareholders of the undersigned CORPORATION is able to
certify that such shareholder meets at least one of the following two
conditions:
(a) The shareholder is a natural person whose individual net worth* or joint
net worth with his or her spouse exceeds $1,000,000; or
(b) The shareholder is a natural person who had an individual income* in
excess of $200,000 in each of 2004 and 2005 and who reasonably expects an
individual income in excess of $200,000 in 2006.
* 2. Each of the shareholders of the undersigned CORPORATION is able to
certify that such shareholder is a natural person who, together with his or
her spouse, has had a joint income* in excess of $300,000 in each of 2004 and
2005 and who reasonably expects a joint income in excess of $300,000 during
2006.
* 3. The undersigned CORPORATION: (a) was not formed for the specific purpose
of acquiring any Units comprised of Unit Shares and Unit Warrants; and (b)
has total assets in excess of $5,000,000.
IF YOU CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION 1 AND DID NOT CHECK
STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
UNDERSIGNED CORPORATION LISTING THE NAME OF EACH SHAREHOLDER AND THE REASON
(UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER QUALIFIES AS AN
ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT
INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR
QUESTIONNAIRE (PAGES A-1 TO A-5).
II. OTHER CERTIFICATIONS
By signing the Signature Page, the undersigned certifies the following:
(a) that the CORPORATION's purchase of the Units comprised of Unit Shares and
Unit Warrants will be solely for the CORPORATION's own account and not for
the account of any other person or entity;
(b) that the CORPORATION's name, address of principal office, place of
incorporation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete; and
(c) that one of the following is true and correct (check one):
* (i) the CORPORATION is a corporation organized in or under the laws of the
United States or any political subdivision thereof.
* (ii) the CORPORATION is a corporation which is neither created nor
organized in or under the United States or any political subdivision thereof,
but which has made an election under either Section 897(i) or 897(k) of the
United States Internal Revenue Code of 1986, as amended, to be treated as a
domestic corporation for certain purposes of United States federal income
taxation (A COPY OF THE INTERNAL REVENUE SERVICE ACKNOWLEDGEMENT OF THE
UNDERSIGNED'S ELECTION MUST BE ATTACHED TO THIS QUESTIONNAIRE IF THIS
PROVISION IS APPLICABLE).
* (iii) neither (i) nor (ii) above is true.
III. GENERAL INFORMATION
(a) PROSPECTIVE PURCHASER (THE CORPORATION)
Name:________________________________________________________________________
Principal Place of Business:_________________________________________________
(NUMBER AND STREET)
_____________________________________________________________________________
(CITY) (STATE) (ZIP CODE)
Address for Correspondence (if different):___________________________________
(NUMBER AND STREET)
_____________________________________________________________________________
(CITY) (STATE) (ZIP CODE)
Telephone Number:
_____________________________________________________________
(AREA CODE) (NUMBER)
Facsimile Number:
____________________________________________________________
(AREA CODE) (NUMBER)
State of Incorporation:_____________________________________
Date of Formation: _________________________________________
Taxpayer Identification Number:_____________________________
NASD Affiliation or Association of the Corporation, if any: _________________
If none, check here *
Number of Shareholders: _____________________________________________________
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
CORPORATION
Name:_______________________________________________________________________
Position or Title:__________________________________________________________
IV. SIGNATURE
The Signature Page to this Questionnaire is entitled Corporation Signature
Page.
CORPORATION SIGNATURE PAGE
FOR CALENDAR YEAR 2006
--------------------------
ANGIOGENEX, INC.
--------------------------
1. The undersigned CORPORATION represents that (a) the information contained
in this Questionnaire is complete and accurate and (b) the CORPORATION will
notify AngioGenex, Inc., Attn: Michael Strage if any material change in any
of the information occurs prior to the acceptance of the undersigned
CORPORATION's subscription and will promptly send to the Company written
confirmation of such change.
2. The undersigned CORPORATION hereby represents and warrants that the person
signing this Questionnaire on behalf of the CORPORATION has been duly
authorized by all requisite action on the part of the CORPORATION to acquire
the Units comprised of Unit Shares and Unit Warrants and sign this
Questionnaire and the Subscription Agreement on behalf of the CORPORATION
and, further, that the undersigned CORPORATION has all requisite authority to
purchase the Units comprised of Unit Shares and Unit Warrants and enter into
the Subscription Agreement.
________________________ _______________________________, 2006
AMOUNT OF SUBSCRIPTION- DOLLARS DATE
________________________ ____________________________________
AMOUNT OD SUBSCRIPTION - UNITS NAME OF CORPORATION (PLEASE TYPE OR PRINT)
By:__________________________________________ SIGNATURE
Name: _______________________________________
(PLEASE TYPE OR PRINT)
Title: ______________________________________
(PLEASE TYPE OR PRINT)
THE UNITS COMPRISED OF UNIT SHARES AND UNIT WARRANTS HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT THE COMPANY'S PRIOR WRITTEN
CONSENT AND UNLESS SUCH UNITS COMPRISED OF UNIT SHARES AND UNIT WARRANTS ARE
INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION
OF COUNSEL, CONCURRED IN BY COUNSEL TO THE COMPANY HAS BEEN DELIVERED TO THE
EFFECT THAT REGISTRATION OF SUCH UNITS COMPRISED OF UNIT SHARES AND UNIT
WARRANTS ARE NOT REQUIRED.