SUBSCRIPTION AGREEMENT
Exhibit 10.1
GTx, Inc.
0 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Van Vleet Building
Memphis, TN 38163
0 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Van Vleet Building
Memphis, TN 38163
Gentlemen:
The undersigned (the “Investor”) hereby confirms its agreement with you as follows:
1. This Subscription Agreement (this “Agreement”) is made as of the date set forth below
between GTx, Inc., a Delaware corporation (the “Company”), and the Investor.
2. The Company has authorized the sale and issuance to certain investors of up to an aggregate
of 3,799,600 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common
Stock”), subject to adjustment by the Company’s Board of Directors, or a committee thereof, for a
purchase price of $16.00 per share (the “Purchase Price”).
3. The offering and sale of the Shares (the “Offering”) are being made pursuant to (1) an
effective Registration Statement on Form S-3 (including the Prospectus contained therein (the “Base
Prospectus”), and an abbreviated registration statement to be filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the “Act”), the “Registration Statement”) filed by the
Company with the Securities and Exchange Commission (the “Commission”), (2) a preliminary
Prospectus Supplement dated December 13, 2006 (the “Preliminary Prospectus Supplement”), (3) “free
writing prospectus” (as that term is defined in Rule 405 under the Act, that has been or will be
filed with the Commission and delivered to the Investor on or prior to the date hereof and (4) a
Prospectus Supplement (the “Prospectus Supplement” and together with the Base Prospectus and the
Preliminary Prospectus Supplement, the “Prospectus”) containing certain supplemental information
regarding the Shares and terms of the Offering that will be filed with the Commission and delivered
to the Investor (or made available to the Investor by the filing by the Company of an electronic
version thereof with the Commission).
4. The Company and the Investor agree that the Investor will purchase from the Company and the
Company will issue and sell to the Investor the Shares of Common Stock set forth below for the
aggregate purchase price set forth below. The Shares shall be purchased pursuant to the Terms and
Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by
this reference as if fully set forth herein. The Investor acknowledges that the Offering is not
being underwritten by the placement agents (the “Placement Agents”) named in the Prospectus
Supplement and that there is no minimum offering amount.
5. The manner of settlement of the Shares purchased by the Investor shall be determined by
such Investor as follows (check one):
[ ] A. | Delivery by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Investor’s name and address as set forth below, and released by Computershare Investor Services, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION |
OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL: |
(I) | DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND | ||
(II) | REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT: |
THE CITIBANK PRIVATE BANK
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
ABA # 000-000-000
Account Name: Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, as escrow agent for the account of GTx, Inc.
Account Number: 0000000000
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
ABA # 000-000-000
Account Name: Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, as escrow agent for the account of GTx, Inc.
Account Number: 0000000000
— OR —
[____] B. | Delivery versus payment (“DVP”) through DTC (i.e., the Company shall deliver Shares registered in the Investor’s name and address as set forth below and released by the Transfer Agent to the Investor through DTC at the Closing directly to the account(s) at Lazard Capital Markets LLC (“LCM”) identified by the Investor and simultaneously therewith payment shall be made by LCM by wire transfer to the Company. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL: |
(I) | NOTIFY LCM OF THE ACCOUNT OR ACCOUNTS AT LCM TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR, AND | ||
(II) | CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT LCM TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR. |
IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE
PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A
TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES OR
DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE
DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
ALTOGETHER.
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6. The Investor represents that, except as set forth below, (a) it has had no position, office or
other material relationship within the past three years with the Company or persons known to it to
be affiliates of the Company, (b) it is not a NASD member or an Associated Person (as such term is
defined under the NASD Membership and Registration Rules Section 1011) as of the Closing, and (c)
neither the Investor nor any group of Investors (as identified in a public filing made with the
Commission) of which the Investor is a part in connection with the Offering of the Shares,
acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities
convertible into or exercisable for Common Stock) or the voting power of the Company on a
post-transaction basis. Exceptions:
(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)
7. The Investor represents that it has received (or otherwise had made available to it by the
filing by the Company of an electronic version thereof with the Commission) the Base Prospectus,
dated August 17, 2005, which is a part of the Company’s Registration Statement, the documents
incorporated by reference therein, the Preliminary Prospectus Supplement, and any free writing
prospectus (collectively, the “Disclosure Package”), prior to or in connection with the receipt of
this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement to the
Company, the Investor will receive certain additional information regarding the Offering, including
pricing information (the “Offering Information”). Such information may be provided to the Investor
by any means permitted under the Act, including a free writing prospectus or oral communications.
Specifically, the Investor represents that it has reviewed the Preliminary Prospectus Supplement,
dated December 13, 2006, including without limitation the information set forth under the heading
“GTX, Inc. — Recent Developments” on page S-5, the Investor acknowledges that such Preliminary
Prospectus Supplement contains information that may be material to the Company and its securities
that will not be disclosed to the public until the Company files a Current Report on Form 8-K in
accordance with Section 13 of Annex I hereto, and the Investor agrees not to transact or agree to
transact in the Company’s securities or otherwise use such information unless (a) the Company files
with the SEC on December 13, 2006 a Current Report on Form 8-K in accordance with Section 13 of
Annex I hereto and (b) the Nasdaq Global Market has opened for regular trading on December 14,
2006.
8. No offer by the Investor to buy Shares will be accepted and no part of the Purchase Price will
be delivered to the Company until the Investor has received the Offering Information and the
Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may
be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the
Company (or LCM on behalf of the Company) sending (orally, in writing or by electronic mail) notice
of its acceptance of such offer. An indication of interest will involve no obligation or
commitment of any kind until the Investor has been delivered the Offering Information and this
Agreement is accepted and countersigned by or on behalf of the Company.
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Number of Shares: |
||||
Purchase Price Per Share: $ |
||||
Aggregate Purchase Price: $ |
||||
Please confirm that the foregoing correctly sets forth the agreement between us by signing in
the space provided below for that purpose.
Dated as of: December __, 2006 | ||||
INVESTOR | ||||
By: | ||||
Print Name: | ||||
Title: | ||||
Address: | ||||
Agreed and Accepted
this ___day of December, 2006:
this ___day of December, 2006:
GTX, INC.
By: |
||||
Title:
|
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ANNEX I
TERMS AND CONDITIONS FOR PURCHASE OF SHARES
1. Authorization and Sale of the Shares. Subject to the terms and conditions of this
Agreement, the Company has authorized the sale of the Shares.
2. Agreement to Sell and Purchase the Shares; Placement Agents.
2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor,
and the Investor will purchase from the Company, upon the terms and conditions set forth herein,
the number of Shares set forth on the last page of the Agreement to which these Terms and
Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the
aggregate purchase price therefor set forth on the Signature Page.
2.2 The Company proposes to enter into substantially this same form of Subscription Agreement
with certain other investors (the “Other Investors”) and expects to complete sales of Shares to
them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as
the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors
are hereinafter sometimes collectively referred to as the “Agreements.”
2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets (“LCM”) on
behalf of the Placement Agents a fee (the “Placement Fee”) in respect of the sale of Shares to the
Investor.
2.4 The Company has entered into a Placement Agent Agreement, dated December 13, 2006 (the
“Placement Agreement”), with the Placement Agents that contains certain representations,
warranties, covenants and agreements of the Company that may be relied upon by the Investor, which
shall be a third party beneficiary thereof.
3. Closings and Delivery of the Shares and Funds.
3.1 Closing. The completion of the purchase and sale of the Shares (the “Closing”)
shall occur at a place and time (the “Closing Date”) to be specified by the Company and LCM, and of
which the Investors will be notified in advance by LCM, in accordance with Rule 15c6-1 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the Closing, (a)
the Company shall cause the Transfer Agent to deliver to the Investor the number of Shares set
forth on the Signature Page registered in the name of the Investor or, if so indicated on the
Investor Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by
the Investor and (b) the aggregate purchase price for the Shares being purchased by the Investor
will be delivered by or on behalf of the Investor to the Company.
3.2 Conditions to the Company’s Obligations. (a) The Company’s obligation to issue
and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company of the
purchase price for the Shares being purchased hereunder as set forth on the Signature Page and (ii)
the accuracy of the representations and warranties made by the Investor and the fulfillment of
those undertakings of the Investor to be fulfilled prior to the Closing Date.
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(b) Conditions to the Investor’s Obligations. The Investor’s obligation to purchase
the Shares will be subject to the accuracy of the representations and warranties made by the
Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the
Closing Date, including without limitation, those contained in the Placement Agreement, and to the
condition that the Placement Agents shall not have: (a) terminated the Placement Agreement
pursuant to the terms thereof or (b) determined that the conditions to the closing in the Placement
Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the
purchase by any or all of the Other Investors of the Shares that they have agreed to purchase from
the Company.
3.3 Delivery of Funds.
(a) Delivery by Electronic Book-Entry at The Depository Trust Company. If the
Investor elects to settle the Shares purchased by such Investor through delivery by electronic
book-entry at DTC, no later than one (1) business day after the execution of this Agreement by
the Investor and the Company, the Investor shall remit by wire transfer the amount of funds
equal to the aggregate purchase price for the Shares being purchased by the Investor to the
following account designated by the Company and LCM pursuant to the terms of that certain Escrow
Agreement (the “Escrow Agreement”) dated as of December 13, 2006, by and among the Company, the
Placement Agents and Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP (the “Escrow Agent”):
THE CITIBANK PRIVATE BANK
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
ABA # 000-000-000
Account Name: Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, as escrow agent
for the account of GTx, Inc.
Account Number: 0000000000
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
ABA # 000-000-000
Account Name: Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, as escrow agent
for the account of GTx, Inc.
Account Number: 0000000000
Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on
behalf of the Investors to the Company upon the satisfaction, in the sole judgment of LCM, of the
conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to
any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing
by the Company in connection with the Closing that a portion of the escrowed funds shall be applied
to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent
harmless from and against any and all losses, costs, damages, expenses and claims (including,
without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this
Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or
arising under the Escrow Agreement, unless it is finally determined that such Losses resulted
directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this
Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any
special, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or
damage and regardless of the form of action.
Investor shall also furnish to LCM a completed W-9 form (or, in the case of an Investor who is
not a United States citizen or resident, a W-8 form).
Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall
have the right to continue to represent the Placement Agents, in any action,
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proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the
Offering, and Investor hereby consents thereto and waives any objection to the continued
representation of the Placement Agents by the Escrow Agent in connection therewith based upon the
services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the
Escrow Agent may have to any other person.
(b) Delivery Versus Payment through The Depository Trust Company. If the Investor
elects to settle the Shares purchased by such Investor by delivery versus payment through DTC,
no later than one (1) business day after the execution of this Agreement by the Investor and
the Company, the Investor shall confirm that the account or accounts at LCM to be credited with
the Shares being purchased by the Investor have a minimum balance equal to the aggregate purchase
price for the Shares being purchased by the Investor.
3.4 Delivery of Shares.
(a) Delivery by Electronic Book-Entry at The Depository Trust Company. If the
Investor elects to settle the Shares purchased by such Investor through delivery by electronic
book-entry at DTC, no later than one (1) business day after the execution of this Agreement by
the Investor and the Company, the Investor shall direct the broker-dealer at which the account
or accounts to be credited with the Shares being purchased by such Investor are maintained, which
broker/dealer shall be a DTC participant, to set up a Deposit/Withdrawal at Custodian (“DWAC”)
instructing Computershare Investor Services, the Company’s transfer agent, to credit such account
or accounts with the Shares by means of an electronic book-entry delivery. Such DWAC shall
indicate the settlement date for the deposit of the Shares, which date shall be provided to the
Investor by LCM. Simultaneously with the delivery to the Company by the Escrow Agent of the funds
held in escrow pursuant to Section 3.3 above, the Company shall direct its transfer agent
to credit the Investor’s account or accounts with the Shares pursuant to the information contained
in the DWAC.
(b) Delivery Versus Payment through The Depository Trust Company. If the Investor
elects to settle the Shares purchased by such Investor by delivery versus payment through DTC,
no later than one (1) business day after the execution of this Agreement by the Investor and
the Company, the Investor shall notify LCM of the account or accounts at LCM to be credited
with the Shares being purchased by such Investor. On the Closing Date, the Company shall deliver
the Shares to the Investor through DTC directly to the account(s) at LCM identified by Investor and
simultaneously therewith payment shall be made by LCM by wire transfer to the Company.
4. Representations, Warranties and Covenants of the Investor.
The Investor represents and warrants to, and agrees with, the Company and the Placement Agents
that:
4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in shares presenting an investment
decision like that involved in the purchase of the Shares, including investments in securities
issued by the Company and investments in comparable companies, (b) has answered all questions on
the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as
of the date hereof and will be true and correct as of the Closing Date and (c) in connection with
its decision to purchase the number of Shares set forth on the Signature Page, has received and is
relying only upon the Disclosure Package and the documents incorporated by reference therein.
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4.2 The Investor acknowledges that: (a) no action has been or will be taken in any
jurisdiction outside the United States by the Company or the Placement Agents that would permit an
offering of the Shares, or possession or distribution of offering materials in connection with the
issue of the Shares in any jurisdiction outside the United States where action for that purpose is
required, (b) if the Investor is outside the United States, it will comply with all applicable laws
and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers
Shares or has in its possession or distributes any offering material, in all cases at its own
expense and (c) the Placement Agents are not authorized to make and have not made any
representation, disclosure or use of any information in connection with the issue, placement,
purchase and sale of the Shares, except as set forth or incorporated by reference in the Base
Prospectus or the Prospectus Supplement.
4.3 (a) The Investor has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken all necessary action
to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement
constitutes a valid and binding obligation of the Investor enforceable against the Investor in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law) and except as to the enforceability of any rights to indemnification or contribution that may
be violative of the public policy underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation).
4.4 The Investor understands that nothing in this Agreement, the Prospectus or any other
materials presented to the Investor in connection with the purchase and sale of the Shares
constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of Shares.
4.5 Since the date on which any Placement Agent first contacted such Investor about the
Offering, it has not engaged in any transactions in the securities of the Company (including,
without limitation, any Short Sales involving the Company’s securities) and has not violated its
obligations of confidentiality. Each Investor covenants that it will not engage in any
transactions in the securities of the Company (including Short Sales) or disclose any information
about the Offering (other than to advisors that are under a legal obligation of confidentiality)
prior to the later of (a) the time that the transactions contemplated by this Agreement are
publicly disclosed and (b) the open of regular trading on the Nasdaq Global Market on December 13,
2006. Each Investor agrees that it will not use any of the Shares acquired pursuant to this
Agreement to cover any short position in the Common Stock if doing so would be in violation of
applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all
“short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act,
whether or not against the box, and all types of direct and indirect stock pledges, forward sales
contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule
16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and
sales and other transactions through non-US broker dealers or foreign regulated brokers.
5. Survival of Representations, Warranties and Agreements; Third Party Beneficiary.
Notwithstanding any investigation made by any party to this Agreement or by the Placement Agents,
all covenants, agreements, representations and warranties made by the Company
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and the Investor herein will survive the execution of this Agreement, the delivery to the
Investor of the Shares being purchased and the payment therefor for a period of eighteen (18)
months following the delivery to the Investor of the Shares. The Placement Agents and Lazard
Fréres & Co. shall be third party beneficiaries with respect to the representations, warranties and
agreements of the Investor in Section 4 hereof.
6. Notices. All notices, requests, consents and other communications hereunder will be in
writing, will be mailed (a) if within the domestic United States by first-class registered or
certified airmail, or nationally recognized overnight express courier, postage prepaid, or by
facsimile or (b) if delivered from outside the United States, by International Federal Express or
facsimile, and will be deemed given (i) if delivered by first-class registered or certified mail
domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight
carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two
business days after so mailed and (iv) if delivered by facsimile, upon electric confirmation of
receipt and will be delivered and addressed as follows:
(a) | if to the Company, to: | |||
GTx, Inc. | ||||
3 North Xxxxxx Street, 0xx Xxxxx | ||||
Xxx Xxxxx Xxxxxxxx | ||||
Xxxxxxx, XX 00000 | ||||
Attention: Xxxxx X. Xxxxxxxx, Vice President, General Counsel | ||||
Facsimile: (000) 000-0000 | ||||
with copies (which shall not constitute notice) to: | ||||
Xxxxxx Godward Kronish LLP | ||||
Five Palo Alto Square | ||||
0000 Xx Xxxxxx Xxxx | ||||
Xxxx Xxxx, XX 00000-0000 | ||||
Attention: Xxxxxxx Xxxxxxxx Xxxxxx, Esq. | ||||
Facsimile: (000) 000-0000 |
(b) if to the Investor, at its address on the Signature Page hereto, or at
such other address or addresses as may have been furnished to the Company in writing.
7. Changes. This Agreement may not be modified or amended except pursuant to an instrument
in writing signed by the Company and the Investor.
8. Headings. The headings of the various sections of this Agreement have been inserted for
convenience of reference only and will not be deemed to be part of this Agreement.
9. Severability. In case any provision contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or impaired thereby.
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10. Governing Law. This Agreement will be governed by, and construed in accordance with,
the internal laws of the State of New York, without giving effect to the principles of
conflicts of law that would require the application of the laws of any other jurisdiction.
11. Counterparts. This Agreement may be executed in two or more counterparts, each of which
will constitute an original, but all of which, when taken together, will constitute but one
instrument, and will become effective when one or more counterparts have been signed by each
party hereto and delivered to the other parties. The Company and the Investor acknowledge
and agree that the Company shall deliver its counterpart to the Investor along with the
Prospectus Supplement (or the filing by the Company of an electronic version thereof with
the Commission).
12. Confirmation of Sale. The Investor acknowledges and agrees that such Investor’s receipt
of the Company’s counterpart to this Agreement, together with the Prospectus Supplement (or
the filing by the Company of an electronic version thereof with the Commission), shall
constitute written confirmation of the Company’s sale of Shares to such Investor.
13. Press Release; Form 8-K. The Company and the Investor agree that the Company shall
issue a press release and file a Form 8-K announcing the Offering and any other material
information regarding the Company that is contained in the Preliminary Prospectus
Supplement.
14. Termination. In the event that the Placement Agreement is terminated by the Placement
Agents pursuant to the terms thereof, this Agreement shall terminate without any further
action on the part of the parties hereto.
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Exhibit A
GTX, INC.
INVESTOR QUESTIONNAIRE
Pursuant to Section 3 of Annex I to the Agreement, please provide us with the
following information:
1.
|
The exact name that your Shares are to be registered in. You may use a nominee name if appropriate: | |||
2.
|
The relationship between the Investor and the registered holder listed in response to item 1 above: | |||
3.
|
The mailing address of the registered holder listed in response to item 1 above: | |||
4.
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The Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above: | |||
5.
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Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained): | |||
6.
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DTC Participant Number: | |||
7.
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Name of Account at DTC Participant being credited with the Shares: | |||
8.
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Account Number at DTC Participant being credited with the Shares: | |||