Attached files
Exhibit 10.3.1
Print Name of Investor:
Social Security or EIN Number:
SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT
PAXmed Inc. (the “Company”), and the undersigned hereby agree as follows:
1. Subscription for Securities. I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase unit(s) (“Units”), each Unit consisting of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”) and a warrant (“Warrant”) to purchase one share of the Company’s Common Stock. Each Unit is offered at a price of $0.50.
2. Terms of the Warrants. The terms of the Warrants are set forth in the form of Warrant attached hereto as Exhibit A and on Schedule 1.
3. Offering Period; Minimum; Maximum. The Company is offering (the “Offering”) the Units until the earlier of (i) the date by which the maximum amount of Units being offered have been sold or (ii) July 31, 2014, unless such latter date is extended, without notice to the Investor, by the Company in its sole discretion to a date not later than August 31, 2014 (such earlier date being referred to herein as the “Termination Date”). The Offering is being conducted on a “best efforts, no minimum, One Hundred Fifty Thousand (150,000) Units ($75,000) maximum” basis. The Company’s officers, directors and affiliates shall be entitled to purchase Units in the Offering on the same terms as other Investors.
4. Closings. The closing (“Closing”) on an Investor’s investment may occur at any time, as determined by the Company, together with, or separate from, investments by other Investors. After an initial Closing has occurred and prior to the Termination Date, the Offering shall continue and the Company shall sell additional Units in an aggregate amount, when combined with the amounts sold at the initial Closing and any subsequent Closings, of up to $75,000. Additional Closings may occur provided that subscriptions have been received and accepted and funds in payment therefor have cleared prior to 5:00 p.m., New York City time, on the Termination Date.
5. Investor Delivery of Payment and Documents.
5.1 I have tendered the full purchase price for the Units by wiring funds in accordance with the instructions set forth in Schedule 1.
5.2 I hereby tender to the Company two manually executed copies of this Subscription/Registration Rights Agreement.
5.3 In the event that a Closing does not take place with respect to any subscription for any reason or if my subscription is otherwise rejected, all cash proceeds delivered by me in accordance with the foregoing shall be returned to me as soon as practicable, without interest, offset or deduction.
5.4 In the event my subscription is accepted and there is a Closing, (i) a copy of a fully executed version of this Agreement will be delivered to me and (ii) the Common Stock and Warrants comprising the Units for which I am subscribing will be held by the Company’s general counsel in its vault, unless otherwise instructed by me.
6. Acceptance or Rejection of Subscription/Registration Rights Agreement. The Company has the right to reject this subscription for the Units, in whole or in part, for any reason and at any time prior to a Closing with respect to this subscription, notwithstanding prior receipt by me of notice
of acceptance of my subscription. The Common Stock and Warrants comprising the Units subscribed for herein will not be deemed issued to or owned by me until two copies of this Subscription/Registration Rights Agreement have been executed by me and accepted and countersigned by the Company, and a Closing with respect to my subscription has occurred.
7. Accredited Investor Status.
7.1 Investor is either (x) an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (“Securities Act”), or (y) a sophisticated non-accredited and has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of Investor’s investment in the Units, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Investor’s interests. The Investor shall submit to the Company such further assurances of accredited or sophisticated status as may reasonably be requested by the Company.
7.2 In the event the Investor is not an “accredited investor” as defined by Rule 501 under the Securities Act, the Investor represents and warrants that he, she or it may only invest in the Offering, subject to the limitation of no more than thirty five (35) such investors and further represents and warrants that the Investor has the ability to evaluate the risks and merits of the investment and thus is able to protect his, her or its interests as a result of:
(x) his, her or its business or financial experience;
(y) the business or financial experience of his, her or its 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; and/or
(z) his, her or its pre-existing business relationship with the Company or its officers, directors or controlling persons.
7.3 The Investor represents and warrants that if he, she or it is not an “accredited investor” as defined by Rule 501, the investment by such non-accredited investor will not exceed ten percent (10%) of his, her or its net worth.
8. Investor Representations and Warranties. I acknowledge, represent and warrant to the Company as follows:
8.1 Information About the Investor. The Company has no obligation to me other than as set forth in this Agreement. I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Units to me, I represent and warrant that the information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Units becomes effective. If, prior to the termination of the Offering, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Company and supply the Company promptly with corrective information.
8.2 Information About the Company.
(a) I have been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of such officers concerning the terms and conditions of the Offering and the business and operations of the Company and all such questions have
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been answered to my full satisfaction. I have also been given an opportunity to obtain any additional relevant information to the extent reasonably available to the Company. I have received all information regarding the Company that I have reasonably requested. I understand that there is no assurance as to the future performance of the Company or the future value of the securities purchased by me.
8.3 No Assurances; No General Solicitation. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company. I am not participating in the Offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
8.4 Speculative Investment. I am aware that my purchase of the Common Stock and Warrants comprising the Units is a speculative investment. I acknowledge that I can lose the entire amount of my investment in the Company. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Common Stock and Warrants and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative (as defined in Regulation D) in connection with evaluating such merits and risks and have relied solely upon my own investigation in making a decision to invest in the Company. I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment. I believe that the investment in the Company represented by my purchase of the Common Stock and Warrants comprising the Units in the Offering is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. My investment in the Company does not constitute all, or substantially all, of my investment portfolio.
8.5 Restrictions on Transfer. I understand that (i) the Common Stock and Warrants (and the shares of Common Stock underlying such Warrants) have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to the fairness of an investment in the Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. I acknowledge that the Common Stock and Warrants are (and the shares of Common Stock issuable upon exercise thereof, when issued, will be) subject to restrictions on transferability and may not be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I further acknowledge that, although the Company has agreed to use commercially reasonable efforts to file a registration statement covering the resale by me of the Common Stock and shares of Common Stock issuable upon exercise of the Warrants, (i) there is no assurance that the Company will do so, (ii) such registration statement, if filed, may not be declared effective, (iii) if declared effective, the Company may not be able to keep it effective until I effect the resale of securities registered thereby and (iv) I will be subject to any lock-up restrictions as required by any underwriter engaged in connection with such registration statement. I understand that each certificate evidencing each of the Common Stock and Warrants (and the shares of Common Stock underlying such Warrants) will bear the legends substantively similar to that set forth below:
“NEITHER THIS SECURITY NOR ANY SECURITIES THAT MAY BE ACQUIRED UPON CONVERSION OR EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY STATE AND
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MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
THE COMPANY’S SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT WITH THE HOLDER SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF THE COMMON STOCK AND SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF. A COPY OF SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE. SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT ALSO CONTAINS CERTAIN RESTRICTIONS REGARDING THE TRANSFER OF SUCH SECURITIES.”
8.6 No Market for the Common Stock or Warrants. I am purchasing the Common Stock and Warrants comprising the Units for my own account for investment and not with a view to, or for sale in connection with, any subsequent distribution of the Common Stock or Warrants (or the shares of Common Stock underlying such Warrants), nor with any present intention of selling or otherwise disposing of all or any part of such securities. I understand that there is currently no market for the Common Stock or Warrants and there may not be any market for the Common Stock or Warrants (or the Common Stock underlying the Warrants) in the future. I agree that (i) the purchase of the Common Stock and Warrants comprising the Units is a long-term investment and (ii) I may have to bear the economic risk of investment for an indefinite period of time because neither the Common Stock or Warrants nor the shares of Common Stock underlying such Warrants has been registered under the Securities Act and may never be registered and cannot be resold, pledged, assigned, or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register any of these securities, except as may be set forth in Schedule 1, or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws.
8.7 Entity Authority.
(a) If the Investor is a corporation, partnership, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription/Registration Rights Agreement on behalf of such entity has been duly authorized by such entity to do so.
(b) The undersigned represents and warrants to the Company that (i) if an entity, its principal place of business and executive offices are located in the State set forth on the Signature Page for Entity Investors and (ii) if an individual, his or her state of residency is the State set forth on the Signature Page for Individual Investors.
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8.8 Accredited Investor Status for Individuals. (INVESTORS THAT ARE CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS, REVOCABLE TRUSTS, IRREVOCABLE TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ENTITIES SHOULD INITIALLY IGNORE THE FOLLOWING QUESTIONS IN THIS SECTION 8.8 AND INSTEAD PROCEED TO SECTION 8.10).
(a) I am an accredited investor within the meaning of Section 2(15) of the Securities Act and Rule 501 promulgated thereunder because (please check the applicable responses):
| ¨ | My individual annual income during each of the two most recent years exceeded $200,000 and I reasonably expect my annual income during the current year will exceed $200,000. | |
| ¨ | If I am married, my joint annual income with my spouse during each of the two most recent years exceeded $300,000 and I reasonably expect my joint annual income with my spouse during the current year will exceed $300,000. | |
| ¨ | My individual or joint (together with my spouse) net worth exceeds $1,000,000. The calculation of net worth excludes (i) the value of my primary residence and (ii) the amount of any indebtedness secured by my primary residence, except to the extent that the lender or lenders have recourse to me personally and the indebtedness exceeds the value of my primary residence. | |
| ¨ | I am an executive officer or director of the Company. |
(b) The aggregate value of my assets is approximately $___________.
(c) My aggregate liabilities are approximately $___________.
(d) My current and expected income is:
| YEAR | INCOME |
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2014 (Estimated)
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$ |
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2013 (Actual)
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$ |
| 2012 (Actual) | $ |
Individual Investors must sign below and then should skip to Section 8.11. Each person associated with an Entity Investor who is required under Section 8.10 to separately complete the questions in this Section 8.8 must sign the below confirmation:
I hereby confirm the answers to Section 8.8 are true and correct in all respects as of the date hereof and will be on the date of the purchase of Securities.
Executed this ____ day of ________, 2014
| Signature: | ||
| Print Name: |
| Capacity (if signing in connection with an Entity Investor): |
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8.9 Non-Accredited Investor Status:
(a) For an individual, please describe your current employment, including the company by which you are employed and its principal business:
(b) For an individual, please describe any college or graduate degrees held by you:
(c) For all subscribers, please list types of prior investments:
(d) For all subscribers, please state whether you have participated in other private placements before:
YES _________ NO _________
(e) If your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements of:
|
Public |
Private | ||
| Frequently | |||
| Occasionally | |||
| Never |
(f) For individuals, do you expect your current level of income to significantly decrease in the foreseeable future?
YES _________ NO _________
(g) For trust, corporate, partnership and other institutional subscribers, do you expect your total assets to significantly decrease in the foreseeable future?
YES _________ NO _________
(h) For all subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily available to you?
YES _________ NO _________
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(i) For all subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the Units for which you seek to purchase?
YES _________ NO _________
(j) For all subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your entire investment?
YES _________ NO _________
(3) The Investor may invest in this offering, subject to the limitation of no more than thirty five (35) non-accredited investors and provided that the Investor has the ability to evaluate the risks and merits of the investment and thus is able to protect his, her or its interests as a result of:
(a) his, her or its business or financial experience; _____
(b) the business or financial experience of his, her or its 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; and/or _____
(c) his, her or its pre-existing business relationship with the Company or its officers, directors or controlling persons. _____
Please check the line next to the representation applicable to you above.
(4) (a) The Investor understands that the investment will not exceed ten percent (10%) of his, her or its net worth. The value of a non-accredited investor's home, furnishings and automobiles shall not be included in calculating the net worth of a non-accredited investor.
| Is the statement above accurate? |
| YES | NO |
(b) The undersigned has such knowledge and experience in financial, investment and business matters that he/she/it is capable of evaluating the merits and risks of any investments.
| YES | NO |
(c) The undersigned is using a financial advisor, planner, or consultant, or some other advisor who has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of any investments. (If this is checked, please fill out the information below)
| YES | NO |
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The name and contact information for this advisor is as follows:
Name: _____________________________________________
Address: ___________________________________________
___________________________________________
Phone: ___________________________________________
Telephone number: ______________________________________
Email address (if available): _______________________________
(d) PRIMARY SOURCE OF INCOME:
_____ Investments
_____ Compensation
(e) PRIOR INVESTMENT EXPERIENCE; please check all that apply:
The undersigned has experience as an investor in:
_____ Stocks which are listed on a national securities exchange.
_____ Mutual funds which hold a portfolio primarily consisting of stocks.
_____ Taxable bonds or other debt instruments.
_____ Tax exempt bonds.
_____ Partnerships, limited liability companies, corporations which invest in real estate or real estate investment trusts (REITs).
_____ Other types of investments not mentioned in any of the previous categories
(please describe):
(f) PORTFOLIO. Please estimate the percentage of your assets that the undersigned currently has in each category:
_____ Stocks (including mutual funds)
_____ Bonds
_____ Certificates of Deposit/Loans/Savings Accounts
_____ Principal Residence
_____ Vacation Home(s)
_____ Rental Property
_____ Ownership of business(es) in which you are actively involved
_____ Other
100%
(5) Manner in which title is to be held: (circle one)
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(a) Individual Ownership
(b) Community Property
(c) Joint Tenant with Right of Survivorship (both parties must sign)
(d) Partnership
(e) Tenants in Common
(f) Company
(g) Trust
(h) Other
I hereby confirm the answers to Section 8.9 are true and correct in all respects as of the date hereof and will be on the date of the purchase of Securities.
Executed this ____ day of ________, 2014
| Signature: | ||
| Print Name: |
| Capacity (if signing in connection with an Entity Investor): |
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8.10 Accredited Investor Status for Entities. (INVESTORS WHO ARE INDIVIDUALS SHOULD IGNORE THESE QUESTIONS.)
(a) The entity is a (please check the applicable response):
| ¨ | Corporation |
| ¨ | Limited Liability Company |
| ¨ | Partnership |
| ¨ | Revocable Trust |
| ¨ | Irrevocable Trust (If the Investor is an Irrevocable Trust, a supplemental questionnaire, which is contained on the page following the Entity Investor signature page of this Subscription/Registration Rights Agreement, must be completed by the person directing the investment decision for the trust.) |
| ¨ | Employee Benefit Plan Trust |
| ¨ | Individual Retirement Account (If you are an IRA, skip (b)) |
| ¨ | Other (please indicate): _____________________________ |
(b) Check all responses that apply:
| ¨ | The Entity was not formed for the specific purpose of investing in the Company. |
| ¨ | The Entity has total assets in excess of $5 million. |
| ¨ | For Employee Benefit Plan Trusts Only: The decision to invest in the Company was made by a plan fiduciary, as defined in Section 3(21) of ERISA, who is either a bank, insurance company or registered investment advisor. |
(c) If you did not check the first two of the three boxes in Question (b) or if the Entity is an Individual Retirement Account or a Self-directed Employee Benefit Plan Trust, list the name of each person who:
(i) owns an equity interest in the Entity (i.e., each shareholder if the Entity is a corporation, each member if the Entity is a limited liability company and each partner if the Entity is a partnership); or
(ii) is a grantor for the revocable trust or Individual Retirement Account; or
(iii) is the person making the investment decision for a self-directed Employee Benefit Plan Trust.
| ___________________________ | __________________________ | ||
| ___________________________ | __________________________ |
EACH PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE COMPANY THE ANSWERS TO QUESTION 8.8 AND SIGN THE WRITTEN
CONFIRMATION AT THE END OF SECTION 8.8.
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8.11 No Offer Until Determination of Suitability. I acknowledge that any delivery to me of the documents relating to the offering of the Units prior to the determination by the Company of my suitability will not constitute an offer of the Units until such determination of suitability is made.
8.12 For Florida Residents. The Common Stock and Warrants comprising the Units (and the underlying shares of Common Stock) have not been registered under the Securities Act or the Florida Securities Act, by reason of specific exemptions thereunder relating to the limited availability of the Offering. Neither the Common Stock or Warrants nor the shares of Common Stock underlying the Warrants can be sold, transferred, or otherwise disposed of to any person or entity unless subsequently registered under the Securities Act or the Securities Act of Florida, if such registration is required. Pursuant to Section 517.061(11) of the Florida Securities Act, when sales are made to five (5) or more persons in Florida, any sale made pursuant to Subsection 517.061(11) of the Florida Securities Act will be voidable by such Florida purchaser either within three days after the first tender of consideration is made by the purchaser to the issuer, an agent of the issuer, or an escrow agent. In addition, as required by Section 517.061(11)(a)(3) of the Florida Statutes and by Rule 69W-500.005 thereunder, if I am a Florida resident I may have, at the offices of the Company, at any reasonable hour, after reasonable notice, access to certain prescribed materials and an opportunity to question the appropriate executive officers of the Company.
9. Company Representations and Warranties. The Company hereby represents and warrants to the Investor that (i) it has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby; (ii) all corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Company in connection with the transactions contemplated hereby and thereby has been duly and validly taken and this Agreement has been duly executed and delivered by the Company; (iii) subject to the terms and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and (b) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of this Agreement; (iv) the sale by the Company of the Common Stock and Warrants comprising the Units does not conflict with the certificate of incorporation or by-laws of the Company or any material contract by which the Company or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the Company or its property; and (v) the sale of the Units will not trigger any pre-emptive or, to the knowledge of the Company, other rights held by any party and no governmental or regulatory consent is required for the consummation of the transactions contemplated by this Agreement.
10. Indemnification. I hereby agree to indemnify and hold harmless the Company, its officers, directors, stockholders, employees, agents, and attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person or whether incurred by the indemnified party in any action or proceeding between the indemnitor and indemnified party or between the indemnified party and any third party) to which any such indemnified party may become subject, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained herein, or (b) arise out of or are based upon any breach by me of any representation, warranty, or agreement made by me contained herein.
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11. Severability; Remedies. In the event any parts of this Subscription/Registration Rights Agreement are found to be void, the remaining provisions of this Subscription/Registration Rights Agreement are nevertheless binding with the same effect as though the void parts were deleted.
12. Governing Law and Jurisdiction. This Subscription/Registration Rights Agreement will be deemed to have been made and delivered in New York City and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal law of the State of New York. Each of the Company and the Investor hereby (i) agrees that any legal suit, action or proceeding arising out of or relating to this Subscription/Registration Rights Agreement will be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding, (iv) agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York and (v) agrees that service of process upon it mailed by certified mail to its address set forth on my signature page will be deemed in every respect effective service of process upon it in any suit, action or proceeding.
13. Counterparts. This Subscription/Registration Rights Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The execution of this Subscription/Registration Rights Agreement may be by actual or facsimile signature.
14. Benefit. This Subscription/Registration Rights Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and assigns.
15. Notices. All notices, offers, acceptance and any other acts under this Subscription/Registration Rights Agreement (except payment) must be in writing, and are sufficiently given if delivered to the addressees in person, by overnight courier service, or, if mailed, postage prepaid, by certified mail (return receipt requested), and will be effective three days after being placed in the mail if mailed, or upon receipt or refusal of receipt, if delivered personally or by courier or confirmed telecopy, in each case addressed to a party. All communications to me should be sent to my preferred address on the signature page hereto. All communications to the Company should be sent to the addresses set forth on Schedule 1. Each party may designate another address by notice to the other parties.
16. Oral Evidence. This Subscription/Registration Rights Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. This Subscription/Registration Rights Agreement may not be changed, waived, discharged, or terminated orally, but rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.
17. Section Headings. Section headings herein have been inserted for reference only and will not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription/Registration Rights Agreement.
18. Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein will survive the delivery of, and the payment for, the Units.
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19. Acceptance of Subscription. The Company may accept this Subscription/Registration Rights Agreement at any time for all or any portion of the Common Stock and Warrants comprising the Units subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.
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SIGNATURE PAGE FOR INDIVIDUAL INVESTORS - COMPLETE ALL INFORMATION
| Name: | Name of Joint Investor (if any): |
| Residence Address: |
Telephone: (H) ___________________ (W) _____________________ Fax ______________________________
Occupation: __________________________ Employer: _______________________________________________________
| Business Address: |
| Send communications to: | ¨ | Home | ¨ | Office | ¨ | E-Mail: |
| E-mail address: _________________ |
| Age: | Social Security Number: |
Check manner in which securities are to be held:
| Individual | Tenants in | Joint Tenants with Right of Survivorship | |||
| ¨ | Ownership | ¨ | Common | ¨ | (both parties must sign) |
| ¨ | Community Property | ¨ | Other (please indicate):___________ |
The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms.
|
INVESTOR MUST SIGN AND PRINT NAME BELOW: |
The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms. |
| Signature:________________________ |
PAXMED INC. |
| Print Name: | |
| Signature:________________________ |
By: |
| Print Name:_______________________ |
Name: Title: Date: |
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SIGNATURE PAGE FOR ENTITY INVESTORS - COMPLETE ALL INFORMATION
Name of Entity: _____________________________________________________________________
Address of Principal Office: ____________________________________________________________
Telephone: ___________________ Fax: ___________________
Taxpayer Identification Number: ______________________
Check type of Entity:
| Employee Benefit | Limited | General | Individual Retirement | ||||
| ¨ | Plan Trust | ¨ | Partnership | ¨ | Partnership | ¨ | Account |
| Limited Liability | Other (please indicate) | ||||||
| ¨ | Company | ¨ | Trust | ¨ | Corporation |
Date of Formation or incorporation: ___________ State of Formation or incorporation: _____________________
Describe the business of the Entity: _________________________________________________________
List the names and positions of the executive officers, managing members, partners or trustees authorized to act with respect to investments by the Entity generally and specify who has the authority to act with respect to this investment.
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Authority for this investment |
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INVESTOR:
___________________________ Signature of Authorized Signatory Name: Title: Date:
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The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms.
PAXMED INC.
By: _______________________________ Name: Lishan Aklog Title: Chairman & CEO Date: September 9, 2014 |
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SUPPLEMENTAL QUESTIONNAIRE FOR IRREVOCABLE TRUSTS
This Supplemental Questionnaire must be completed by the person directing the investment decision for an irrevocable trust. No other person needs to complete this Supplemental Questionnaire.
Please respond to the following questions, supplying as much detail as possible in order to make your answers complete:
1. Name of Trustee (“Trustee”) who is directing the decision for the Trust to invest in the Company ________________________. The remaining questions should be answered by the Trustee.
2. Does the Trustee have sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the Company?
| Yes | No |
3. During the last three years, the Trustee has made the following investments:
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Year |
Nature of Investment |
Amount |
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4. Please list all the educational institutions the Trustee has attended (including high schools, colleges, and specialized training schools), and indicate the dates attended and the degree(s) (if any) obtained from each.
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From |
To |
Institution |
Degree |
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5. Please list any professional licenses the Trustee has.
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6. Indicate the Trustee’s principal business experience or occupation during the last three years. (Please list present, or most recent, position first and the others in reverse chronological order).
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From |
To |
Name of Employer |
Position |
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7. Indicate by check mark which of the following categories best describes the extent of the Trustee’s prior experience in the areas of investment listed below:
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Substantial Experience |
No Experience |
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Marketable securities |
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Government securities |
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Municipal (tax-exempt) securities |
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Commodities |
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Options (stock or commodities) |
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Securities for which no market exists |
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Limited partnerships |
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Real estate or oil and gas programs |
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Tax deferred investment generally |
8. Does the Trustee make his own investment decisions with respect to investments?
____ Always ____ Frequently
____ Usually ____ Rarely
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9. What is the Trustee’s principal sources of investment knowledge or advice? (The Trustee may check more than one).
_____ Firsthand experience with industry
_____ Financial publication(s)
_____ Trade or industry publication(s)
_____ Banker(s)
_____ Broker(s)
_____ Investment Advisor(s)
_____ Attorney(s)
_____ Accountant(s)
10. Please provide in the space below any additional information which would indicate that the Trustee has sufficient knowledge and experience in financial and business matters so that the Trustee are capable of evaluating the merits and risks of investing in restricted securities for which no market exists, such as those being offered by the Company.
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SCHEDULE 1
1. Wiring Instructions. Wiring instructions for the Company are as follows:
2. Warrants. If the Company consummates an initial public offering (“IPO”) of its securities (which include warrants to purchase shares of Common Stock of the Company), the Warrants shall automatically, and without any action on the part of the Investor, convert into the same form of warrant sold in the IPO (“IPO Warrants”). The exercise price of the IPO Warrants may be higher and the exercise period may be shorter than the Warrants being sold in this offering. The number of shares of Common Stock underlying the Warrants shall remain the same.
3. Registration Rights. The Company agrees to use commercially reasonable efforts to include for resale the shares of Common Stock included in the Units, the IPO Warrants into which the Warrants being sold in this offering convert and shares of Common Stock issuable upon exercise of the IPO Warrants in a registration statement on Form S-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering, subject to the applicable rules and regulations of the U.S. Securities and Exchange Commission and the Investor agreeing to the terms of any lock-up restrictions imposed by the underwriters engaged in connection with any such Registration Statement.
4. Notices. All communications to the Company should be sent to:
PAXmed Inc.
420 Lexington Avenue, Suite 300
New York, New York 10170
Attn: Lishan Aklog
Tel: 602-361-6005
Fax: 602-391-2637
with copies to:
Graubard Miller
405 Lexington Avenue, 11th Floor
New York, New York 10174
Attn: David Alan Miller, Esq.
Tel:(212) 818-8661
Fax: (212) 818-8881
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