Attached files
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| 8-K - IOVANCE BIOTHERAPEUTICS, INC. | v207055_8k.htm |
NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO
U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT
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TO:
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GENESIS
BIOPHARMA, INC.
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(FORMERLY
FREIGHT MANAGEMENT CORP.)
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Purchase of Common
Stock
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1.
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SUBSCRIPTION
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1.1 The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to
purchase ________________ shares of
common stock (the “Shares”) of Genesis Biopharma, Inc., a Nevada corporation
(the “Company”), at a subscription price of $1.00 per Share, for a total
purchase price of US$___________ (the “Subscription Proceeds”), which is
tendered herewith, on the basis of the representations and warranties and
subject to the terms and conditions set forth herein (such subscription and
agreement to purchase being the “Subscription”).
1.2 The
Subscription may be rejected in whole or in part by the Company, in its sole and
absolute discretion for any cause or for no cause. Subject to the
terms hereof, the Subscription will be effective upon its acceptance by the
Company.
1.3 Unless
otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America.
1.4 The
Subscriber acknowledges that the offering of Shares contemplated hereby is part
of a private placement by the Company of up to an aggregate subscription level
of $1,100,000 (the “Offering”). Notwithstanding the foregoing, the
Company reserves the right to increase the subscription level.
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2.
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PAYMENT
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2.1 The
Subscription Proceeds must accompany this Subscription and shall be wired
directly to the Company in accordance with the wire instructions attached hereto
as Schedule
A.
2.2 In
the event that this Subscription Agreement is not accepted by the Company for
whatever reason within 30 days of the delivery of an executed Subscription
Agreement by the Subscriber, this Subscription Agreement, the Subscription
Proceeds and any other documents delivered in connection herewith will be
returned to the Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement.
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3.
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DOCUMENTS REQUIRED FROM
SUBSCRIBER
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3.1 The
Subscriber must complete, sign and return to the Company or its legal counsel,
as directed by the Company, an executed copy of this Subscription
Agreement.
3.2 The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as the Company may require to comply with applicable securities
laws or any regulatory authorities.
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4.
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CLOSING
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4.1 Closing
of the offering of the Shares (the “Closing”) shall occur on or before October
29th, 2010,
or on such other date as may be determined by the Company (the “Closing Date”),
and may occur in multiple closings as the Company may determine.
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5.
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REPRESENTATIONS AND WARRANTIES OF THE
SUBSCRIBER
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5.1 The
Subscriber hereby makes the following representations and warranties to the
Company:
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(a)
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The
Subscriber understands that the Shares have not been registered under the
Securities Act, or any state securities laws, in reliance upon exemptions
from regulation for non-public offerings. The Subscriber
understands that the Shares or any interest therein may not be, and agrees
that the Shares or any interest therein will not be, resold or otherwise
disposed of by the undersigned unless the Shares are subsequently
registered under the Securities Act and under appropriate state securities
laws or unless the Company receives an opinion of counsel satisfactory to
it that an exemption from registration is
available;
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(b)
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The
Subscriber is acquiring the Shares for investment for its own account, not
as a nominee or agent, and not with the view to, or for resale in
connection with, any distribution thereof, and that such Investor has no
present intention of selling, granting any participation in, or otherwise
distributing the same. The Subscriber further represents that
it does not have any contract, undertaking, agreement or arrangement with
any person or entity to sell, transfer or grant participation to such
person or entity or to any third person or entity with respect to any of
the Shares;
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(c)
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The
Subscriber, or its purchaser representative, within the meaning of
Regulation D, Rule 501(h), promulgated by the Securities and Exchange
Commission (its “Purchaser Representative”), has substantial experience in
evaluating and investing in private placement transactions of securities
in companies similar to the Company and acknowledges that the Subscriber
or its Purchaser Representative, can protect its own
interests. The Subscriber or its Purchaser Representative has
such knowledge and experience in financial and business matters so that
the Subscriber or its Purchaser Representative is capable of evaluating
the merits and risks of its investment in the
Company;
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(d)
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The
Subscriber understands and acknowledges that an investment in the Company
is highly speculative and involves substantial risks. The
Subscriber can bear the economic risk of the Subscriber’s investment and
is able, without impairing the Subscriber’s financial condition, to hold
the Shares for an indefinite period of time and to suffer a complete loss
of such Investor’s investment;
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(e)
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The
Subscriber has had an opportunity to ask questions of, and receive answers
from, the officers of the Company concerning the Subscription Agreement,
the exhibits and schedules attached hereto and thereto and the
transactions contemplated by the Subscription Agreement, as well as the
Company’s business, management and financial affairs, which questions were
answered to its satisfaction. The Subscriber believes that it
has received all the information such Investor considers necessary or
appropriate for deciding whether to purchase the Shares. The
Subscriber understands that such discussions, as well as any information
issued by the Company, were intended to describe certain aspects of the
Company’s business and prospects, but were not necessarily a thorough or
exhaustive description. The Subscriber acknowledges that any
business plans prepared by the Company have been, and continue to be,
subject to change and that any projections included in such business plans
or otherwise are necessarily speculative in nature, and it can be expected
that some or all of the assumptions underlying the projections will not
materialize or will vary significantly from actual results. The
Subscriber also acknowledges that it is relying solely on its own counsel
and not on any statements or representations of the Company or its agents
for legal advice with respect to this
investment;
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(f)
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The
Subscriber is an “accredited investor” within the meaning of Regulation D,
Rule 501(a), promulgated by the Securities and Exchange Commission under
the Securities Act and shall submit to the Company such further assurances
of such status as may be reasonably requested by the
Company.;
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(g)
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The
residency of the Subscriber (or, in the case of a partnership or
corporation, such entity’s principal place of business) is correctly set
forth on the Subscriber’s signature page to this Subscription
Agreement;
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(h)
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The
Subscriber has all requisite power and authority to execute and deliver
the Subscription Agreement, to purchase the Shares hereunder and to carry
out and perform its obligations under the terms of the Subscription
Agreement. All action on the part of the Subscriber necessary
for the authorization, execution, delivery and performance of the
Subscription Agreement, and the performance of all of the Subscriber’s
obligations under the Subscription Agreement, has been taken or will be
taken prior to the Closing;
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(i)
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The
Agreement, when executed and delivered by the Subscriber, will constitute
valid and legally binding obligations of the Subscriber, enforceable in
accordance with their terms except: (i) to the extent that any
indemnification provisions contained herein may be limited by applicable
law and principles of public policy, (ii) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally,
and (iii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies or by general
principles of equity;
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(j)
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No
consent, approval, authorization, order, filing, registration or
qualification of or with any court, governmental authority or third person
is required to be obtained by the Subscriber in connection with the
execution and delivery of the Subscription Agreement by the Subscriber or
the performance of the Subscriber’s obligations
hereunder;
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(k)
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The
Subscriber has reviewed with its own tax advisors the U.S. federal, state,
local and foreign tax consequences of this investment and the transactions
contemplated by the Subscription Agreement. With respect to
such matters, the Subscriber relies solely on such advisors and not on any
statements or representations of the Company or any of its agents, written
or oral. The Subscriber understands that it (and not the
Company) shall be responsible for its own tax liability that may arise as
a result of this investment or the transactions contemplated by the
Subscription Agreement;
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(l)
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the
Subscriber is not aware of any advertisement of any of the Shares and is
not acquiring the Shares as a result of any form of general solicitation
or general advertising including advertisements, articles, notices or
other communications published in any newspaper, magazine or similar media
or broadcast over radio or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general
advertising; and
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(m)
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The
Subscriber has been informed of and understands the
following:
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(i)
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There
are substantial restrictions on the transferability of the
Shares;
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(ii)
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No
federal or state agency has made any finding or determination as to the
fairness for public investment, nor any recommendation nor endorsement, of
the Shares;
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(n)
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None
of the following information has ever been represented, guaranteed, or
warranted to the Subscriber, expressly or by implication by any broker,
the Company, or agent or employee of the foregoing, or by any other
person:
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(i)
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The
approximate or exact length of time that the Subscriber will be required
to remain a holder of the Shares;
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(ii)
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The
amount of consideration, profit, or loss to be realized, if any, as a
result of an investment in the
Company;
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(iii)
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That
the past performance or experience of the Company, its officers,
directors, associates, agents, affiliates, or employees or any other
person will in any way indicate or predict economic results in connection
with the plan of operations of the Company or the return on the
investment;
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(o)
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The
Subscriber has not distributed any information relating to this investment
to anyone other than his purchaser representative, if any, and no other
person except such personal representative and the
Subscriber has used this
information;
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5.2 Each
Subscriber who is a Non-U.S. person (as defined herein) hereby represents and
warrants to the Company as follows:
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(a)
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This
Agreement is made by the Company with such Subscriber who is a Non-U.S.
person in reliance upon such Non-U.S. person’s representations, warranties
and covenants made in this Section
5.2;
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(b)
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Such
Non-U.S. person has been advised and acknowledges
that:
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(i)
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the
Shares have not been registered under the Securities Act, the securities
laws of any state of the United States or the securities laws of any other
country;
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(ii)
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in
issuing and selling the Shares to such Non-U.S. person pursuant hereto,
the Company is relying upon the “safe harbor” provided by Regulation S
and/or on Section 4(2) under the Securities
Act;
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(iii)
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it
is a condition to the availability of the Regulation S “safe harbor” that
the Shares not be offered or sold in the United States or to a U.S. person
until the expiration of a period of one year following the Closing Date;
notwithstanding the foregoing, prior to the expiration of one year after
the Closing (the “Restricted Period”), the Shares may be offered and sold
by the holder thereof only if such offer and sale is made in compliance
with the terms of this Agreement and either: (A) if the offer
or sale is within the United States or to or for the account of a U.S.
person (as such terms are defined in Regulation S), the securities are
offered and sold pursuant to an effective registration statement or
pursuant to Rule 144 under the Securities Act or pursuant to an exemption
from the registration requirements of the Securities Act; or (B) the offer
and sale is outside the United States and to other than a U.S.
person;
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(iv)
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As
used herein, the term “United States” means and includes the United States
of America, its territories and possessions, any State of the United
States, and the District of Columbia, and the term “U.S. person” (as
defined in Regulation S) means:
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A.
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a
natural person resident in the United
States;
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B.
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any
partnership or corporation organized or incorporated under the laws of the
United States;
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C.
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any
estate of which any executor or administrator is a U.S.
person;
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D.
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any
trust of which any trustee is a U.S.
person;
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E.
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any
agency or branch of a foreign entity located in the United
States;
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F.
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any
nondiscretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. person;
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G.
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any
discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary organized, incorporated and (if an
individual) resident in the United States;
and
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H.
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a
corporation or partnership organized under the laws of any foreign
jurisdiction and formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it
is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not natural
persons, estates or trusts.
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As used
herein, the term “Non-U.S. person” means any person who is not a U.S. person or
is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities
Act.
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(c)
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Such
Non-U.S. person agrees that with respect to the Shares until the
expiration of the Restricted
Period:
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(i)
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such
Non-U.S. person, its agents or its representatives have not and will not
solicit offers to buy, offer for sale or sell any of the Shares or any
beneficial interest therein in the United States or to or for the account
of a U.S. person during the Restricted Period; notwithstanding the
foregoing, prior to the expiration of the Restricted Period, the Shares
may be offered and sold by the holder thereof only if such offer and sale
is made in compliance with the terms of this Agreement and
either: (A) if the offer or sale is within the United States or
to or for the account of a U.S. person (as such terms are defined in
Regulation S), the securities are offered and sold pursuant to an
effective registration statement or pursuant to Rule 144 under the
Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act; or (B) the offer and sale is outside
the United States and to other than a U.S. person;
and
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(ii)
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such
Non-U.S. person shall not engage in hedging transactions with regard to
the Shares unless in compliance with the Securities
Act.
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The
foregoing restrictions are binding upon subsequent transferees of the Shares,
except for transferees pursuant to an effective registration
statement. Such Non-U.S. person agrees that after the Restricted
Period, the Shares may be offered or sold within the United States or to or for
the account of a U.S. person only pursuant to applicable securities
laws.
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(d)
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Such
Non-U.S. person has not engaged, nor is it aware that any party has
engaged, and such Non-U.S. person will not engage or cause any third party
to engage, in any directed selling efforts (as such term is defined in
Regulation S) in the United States with respect to the
Shares.
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(e)
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Such
Non-U.S. person: (i) is domiciled and has its principal place
of business outside the United States; (ii) certifies it is not a U.S.
person and is not acquiring the Shares for the account or benefit of any
U.S. person; and (iii) at the time of the Closing Date, the Non-U.S.
person or persons acting on Non-U.S. person’s behalf in connection
therewith will be located outside the United
States.
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(f)
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At
the time of offering to such Non-U.S. person and communication of such
Non-U.S. person’s order to purchase the Shares and at the time of such
Non-U.S. Person’s execution of this Agreement, the Non-U.S. person or
persons acting on Non-U.S. person’s behalf in connection therewith were
located outside the United States.
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(g)
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Such
Non-U.S. person is not a “distributor” (as defined in Regulation S) or a
“dealer” (as defined in the Securities
Act).
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(h)
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Such
Non-U.S. person acknowledges that the Company shall make a notation in its
stock books regarding the restrictions on transfer set forth in this
Section 5.2 and shall transfer such shares on the books of the Company
only to the extent consistent
therewith.
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(i)
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If
the Subscriber is not a United States person, such Subscriber hereby
represents that such Subscriber is satisfied as to the full observance of
the laws of such Subscriber’s jurisdiction in connection with any
invitation to subscribe for the Shares, including (i) the legal
requirements within such Subscriber’s jurisdiction for the purchase of
Shares, (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
such securities. Such Subscriber’s subscription and payment
for, and such Subscriber’s continued beneficial ownership of, the Shares,
will not violate any applicable securities or other laws of such
Subscriber’s jurisdiction.
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6.
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REPRESENTATIONS AND WARRANTIES WILL BE
RELIED UPON BY THE
COMPANY
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6.1 The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that such representations and warranties may
be relied upon by the Company and its legal counsel in determining the
Subscriber’s eligibility to purchase the Shares under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to purchase the Shares under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Shares on the Closing Date, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of the Shares and will continue
in full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Shares.
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7.
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LEGENDING OF SUBJECT
SHARES
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7.1 The
Subscriber hereby acknowledges that a legend may be placed on the certificates
representing any of the Shares to the effect that the Shares represented by such
certificates are subject to a hold period and may not be traded until the expiry
of such hold period except as permitted by applicable securities
legislation.
7.2 The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.
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8.
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COLLECTION OF PERSONAL
INFORMATION
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8.1 The
Subscriber acknowledges and consents to the fact that the Company is collecting
the Subscriber’s personal information for the purpose of fulfilling this
Subscription Agreement and completing the Offering. The Subscriber’s
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Company to (a) stock exchanges or securities regulatory authorities, (b) the
Company’s registrar and transfer agent, (c) regulatory authorities and (d) any
of the other parties involved in the Offering, including legal counsel, and may
be included in record books in connection with the Offering. By
executing this Subscription Agreement, the Subscriber is deemed to be consenting
to the foregoing collection, use and disclosure of the Subscriber’s personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) and to the retention of such
personal information for as long as permitted or required by law or business
practice. Notwithstanding that the Subscriber may be purchasing Shares as agent
on behalf of an undisclosed principal, the Subscriber agrees to provide, on
request, particulars as to the identity of such undisclosed principal as may be
required by the Company in order to comply with the foregoing.
9. "PIGGYBACK"
REGISTRATION
9.1 If
at any time the Company shall determine to register any of its common stock
other than pursuant to (A) a registration relating solely to the sale of
securities to participants in a Company employee benefits plan, (B) a
registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Shares issued pursuant to this Subscription Agreement
(such shares of the Company’s common stock, for purposes of this Section 9 only,
"Registrable Shares"), (C) a registration relating to securities issued in
connection with an acquisition by the Company, or (D) a registration in which
the only the Company’s common stock being registered is common stock issuable
upon conversion of debt securities which are also being registered), it shall
send to the Subscriber written notice of such determination and, if within
twenty (20) days after receipt of such notice, the Subscriber shall so request
in writing, the Company shall use its commercially reasonable best efforts to
include in such registration all or any part of the Registrable Shares that the
Subscriber requests to be registered.
9.2 If
such registration involves an underwritten public offering and the managing
underwriter determines in its sole discretion that marketing factors require a
limitation on the number of shares that may be included in the registration, the
number of shares to be included in such registration shall be apportioned as
follows: First, the common stock held by officers and directors of the Company
shall be excluded to the extent required by such limitation. Second, the
Registrable Shares requested to be registered by the Subscriber and other
subscribers in this private placement shall be excluded to the extent required
by such limitation. Third, the Company’s common stock requested to be registered
by selling stockholders with registration rights other than under this
Subscription Agreement shall be excluded to the extent required by such
limitation. If the Subscriber disapproves of the terms of such underwriting, he
may elect to withdraw therefrom by written notice to the Company and the
underwriter.
9.3 The
Subscriber hereby agrees that he will not sell or otherwise transfer or dispose
of (other than to donees who agree to be similarly bound) any Registrable Shares
during a period not to exceed 90 days following the effective date of a
registration statement in connection with an underwritten public offering of the
Company if so requested by the Company or any representative of its
underwriters, and the Subscriber shall enter into such underwriter's standard
form of "lockup" or "market standoff' agreement in a form satisfactory to the
Company and such underwriter. In order to enforce the foregoing covenant, the
Company may impose stock transfer restrictions with respect to the Registrable
Shares of the Subscriber until the end of the lockup period.
9.4 The
obligations of the Company to register any of the Subscriber’s Registrable
Shares pursuant to this Section 9 shall terminate on the earlier of (i) the sale
of such Registrable Shares pursuant to an effective registration statement under
the Securities Act, and (ii) if the Subscriber is eligible to sell all of the
Subscriber’s Registrable Securities under Rule 144 of the Securities Act within
any three month period without volume limitations.
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9.
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COSTS
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9.1 The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.
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10.
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GOVERNING
LAW
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10.1 This
Subscription Agreement is governed by the laws of the State of Nevada and the
federal laws applicable therein.
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11.
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ATTORNEY’S
FEES
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11.1 In
the event that any suit or action is instituted to enforce any provisions in
this Agreement, the prevailing party in such dispute shall be entitled to
recover from the losing party all fees, costs and expenses of enforcing any
right of such prevailing party under or with respect to this Agreement,
including without limitation, all fees, costs and expenses of
appeals.
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12.
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SURVIVAL
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12.1 This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant
hereto.
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13.
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ASSIGNMENT
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13.1 This
Subscription Agreement is not transferable or assignable.
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14.
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EXECUTION
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14.1 The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Subscription Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof.
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15.
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SEVERABILITY
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15.1 The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.
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16.
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ENTIRE
AGREEMENT
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16.1 Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.
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17.
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NOTICES
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17.1 All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber and the Company shall be directed
to it at the respective addresses set forth in this Subscription Agreement and
the signature pages hereto.
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18.
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COUNTERPARTS
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18.1 This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument.
[Signature
Pages Follow]
IN WITNESS WHEREOF the
Subscriber has duly executed this Subscription Agreement as of the date of
acceptance by the Company.
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(Name
of Subscriber - Please type or print)
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(Signature
and, if applicable, Office)
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(Address
of Subscriber)
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(City,
State or Province, Postal Code of Subscriber)
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(Country
of
Subscriber)
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[SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT]
ACCEPTANCE
The
above-mentioned Subscription Agreement for the purchase and sale of the Shares
to _________________ is
hereby accepted by GENESIS BIOPHARMA, INC.
DATED the
____ day of ___________________, 2010.
GENESIS
BIOPHARMA, INC.
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By:
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Name:
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Title:
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