Exhibit 10.23
EXHIBIT A
FORM OF
HEALTH SCIENCES GROUP, INC.
SUBSCRIPTION AGREEMENT
Health Sciences Group, Inc.
0000 Xxxxxx Xxxxx, 0xx xxxxx
Xxx Xxxxxxx, XX 00000
Attn:
Ladies and Gentlemen:
1. Subscription. The undersigned (the "Purchaser"), intending
to be legally bound, hereby agrees to purchase from Health Sciences Group, Inc.
(the "Company") investment units (the "Units") in the amount set forth on the
signature page hereof. Each Unit consists of (i) one share of the Company's
Series A Convertible Preferred Stock, par value $0.001 per share (the "Shares")
having the designations, rights, privileges set forth in the Certificate of
Designations annexed to the Memorandum (as defined below) as Exhibit B and (ii)
a warrant (the "Warrants," and together with the Shares, the "Securities") to
purchase one share of common stock of the Company ("Common Stock"), in the form
of Exhibit C and subject to the Registration Rights Agreement in the form of
Exhibit D attached to the Memorandum. This subscription is submitted to you in
accordance with and subject to the terms and conditions described in this
Subscription Agreement and the Private Placement Memorandum of the Company,
dated July 15, 2003, as amended or supplemented from time to time, including all
attachments, schedules and exhibits thereto (the "Memorandum"), relating to the
offering (the "Offering") by the Company of a minimum of $750,000 (the "Minimum
Amount") and a maximum of $1,600,000 in aggregate purchase price of Units
($2,000,000 if the Company exercises its right as set forth in the Memorandum to
increase the size of the Offering). The purchase price per Unit shall be equal
to the lower of (i) $0.85, (ii) the average closing bid price of the Common
Stock during the five trading days immediately preceding a closing date or (iii)
the closing bid price of the Common Stock on the trading day preceding a closing
date.
The terms of the Offering are more completely described in the
Memorandum and such terms are incorporated herein in their entirety. Certain
terms used but not otherwise defined herein shall have the respective meanings
provided in the Memorandum.
2. Payment. The Purchaser encloses herewith a check payable
to, or will immediately make a wire transfer payment to "Health Sciences Group,
Inc." in the full amount of the purchase price of the Units being subscribed
for. Such funds will be held for the Purchaser's benefit, and will be returned
promptly, without interest, penalty, expense or deduction if this Subscription
Agreement is not accepted by the Company, the Offering is terminated pursuant to
its terms or by the Company, or the Minimum Amount of Units is not sold.
Together with the check for, or wire transfer of, the full purchase price, the
Purchaser is delivering a completed and executed signature page of this
Subscription Agreement.
3. Acceptance of Subscription. The Purchaser understands and
agrees that the Company reserves the right to accept or reject this or any other
subscription for Units, in whole or in part, and in any order, notwithstanding
prior receipt by the Purchaser of notice of acceptance of this subscription. The
Company shall have no obligation hereunder until the Company shall execute and
deliver to the Purchaser an executed copy of this Subscription Agreement. If
this subscription is rejected in whole or the Offering is terminated or the
Minimum Amount is not raised, all funds received from the Purchaser will be
returned without interest, penalty, expense or deduction, and this Subscription
1
Agreement shall thereafter be of no further force or effect. If this
subscription is rejected in part, and in any order, the funds for the rejected
portion of this subscription will be returned without interest, penalty, expense
or deduction, and this Subscription Agreement will continue in full force and
effect to the extent this subscription was accepted.
4. Representations and Warranties. The Purchaser hereby
represents, warrants, acknowledges and agrees as follows:
(a) Neither the Securities, nor the shares of the
Common Stock issuable upon conversion or exercise of the Securities and offered
pursuant to the Memorandum, are registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws. The Purchaser
understands that the offering and sale of the Units is intended to be exempt
from registration under the Securities Act, by virtue of Section 4(2) thereof
and the provisions of Regulation D promulgated thereunder, based, in part, upon
the representations, warranties and agreements of the Purchaser contained in
this Subscription Agreement;
(b) The Purchaser and the Purchaser's attorney,
accountant, purchaser representative and/or tax advisor, if any (collectively,
the "Advisors"), have received the Memorandum and all other documents requested
by the Purchaser, have carefully reviewed them and understand the information
contained therein, and the Purchaser and the Advisors, if any, prior to the
execution of this Subscription Agreement, have had access to the same kind of
information which would be available in a registration statement filed by the
Company under the Securities Act;
(c) Neither the Securities and Exchange Commission
nor any state securities commission has approved the Units or any of the
Securities included in the Units or Common Stock issuable upon conversion or
exercise thereof, or passed upon or endorsed the merits of the Offering or
confirmed the accuracy or determined the adequacy of the Memorandum. The
Memorandum has not been reviewed by any Federal, state or other regulatory
authority;
(d) All documents, records and books pertaining to
the investment in the Units (including, without limitation, the Memorandum) have
been made available for inspection by the Purchaser and the Advisors, if any;
(e) The Purchaser and the Advisors, if any, have had
a reasonable opportunity to ask questions of and receive answers from a person
or persons acting on behalf of the Company concerning the offering of the Units
and the business, financial condition, results of operations and prospects of
the Company, and all such questions have been answered to the full satisfaction
of the Purchaser and the Advisors, if any;
(f) In evaluating the suitability of an investment in
the Company, the Purchaser has not relied upon any representation or other
information (oral or written) other than as stated in the Memorandum;
(g) The Purchaser is unaware of, is in no way relying
on, and did not become aware of the offering of the Units through or as a result
of, any form of general solicitation or general advertising including, without
limitation, any article, notice, advertisement or other communication published
in any newspaper, magazine or similar media or broadcast over television or
radio, in connection with the offering and sale of the Units and is not
subscribing for Units and did not become aware of the offering of the Units
through or as a result of any seminar or meeting to which the Purchaser was
invited by, or any solicitation of a subscription by, a person not previously
known to the Purchaser in connection with investments in securities generally;
(h) The Purchaser has taken no action which would
give rise to any claim by any person for brokerage commissions, finders' fees or
the like relating to this Subscription Agreement or the transactions
contemplated hereby (other than amounts to be paid by the Company to Xxxxxxx
Xxxxx Ventures, Inc.);
(i) The Purchaser, together with its Advisors, if
any, have such knowledge and experience in financial, tax, and business matters,
and, in particular, investments in securities, so as to enable them to utilize
the information made available to them in connection with the offering of the
Units to evaluate the merits and risks of an investment in the Units and the
Company and to make an informed investment decision with respect thereto;
(j) The Purchaser is not relying on the Company or
any of its employees or agents with respect to the legal, tax, economic and
related considerations as to an investment in the Units, and the Purchaser has
relied on the advice of, or has consulted with, only his own Advisors;
(k) The Purchaser is acquiring the Units solely for
the Purchaser's own account for investment and not with a view to resale,
assignment or distribution thereof, in whole or in part. The Purchaser has no
agreement or arrangement, formal or informal, with any person to sell or
transfer all or any part of the Units, Securities contained in the Units, or
Common Stock issuable upon conversion or exercise thereof, and the Purchaser has
no plans to enter into any such agreement or arrangement;
(l) The Purchaser must bear the substantial economic
risks of the investment in the Units indefinitely because none of the securities
included in the Units may be sold, hypothecated or otherwise disposed of unless
subsequently registered under the Securities Act and applicable state securities
laws or an exemption from such registration is available. Legends shall be
placed on the securities included in the Units to the effect that they have not
been registered under the Securities Act or applicable state securities laws and
appropriate notations thereof will be made in the Company's stock books. Stop
transfer instructions will be placed with the transfer agent of the securities
constituting the Units. Although the Company has the obligation to register for
resale the shares of Common Stock underlying the Securities (see Exhibit A
hereto), there can be no assurance that such registration will be completed
within the time frames required by the Company, or at all. It is not anticipated
that there will be any market for resale of the Units or Securities included in
the Units or the capital stock issuable upon conversion or exercise thereof, and
such Units and shares will not be freely transferable at any time in the
foreseeable future;
(m) The Purchaser has adequate means of providing for
such Purchaser's current financial needs and foreseeable contingencies and has
no need for liquidity of the investment in the Units for an indefinite period of
time;
(n) The Purchaser is aware that an investment in the
Units involves a number of very significant risks and has carefully read and
considered the matters set forth under the caption "Risk Factors" in the
Memorandum and otherwise referred to in the Memorandum;
(o) The Purchaser meets the requirements of at least
one of the suitability standards for an "accredited investor" as set forth on
the Accredited Investor Certification contained herein;
(p) The Purchaser: (i) if a natural person,
represents that the Purchaser has reached the age of 21 and has full power and
authority to execute and deliver this Subscription Agreement and all other
related agreements or certificates and to carry out the provisions hereof and
thereof; (ii) if a corporation, partnership, limited liability company or
partnership, association, joint stock company, trust, unincorporated
organization or other entity, such entity was not formed for the specific
purpose of acquiring the Units, such entity is duly organized, validly existing
and in good standing under the laws of the state of its organization, the
consummation of the transactions contemplated hereby is authorized by, and will
not result in a violation of state law or its charter or other organizational
documents, such entity has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and to
carry out the provisions hereof and thereof and to purchase and hold the
securities constituting the Units, the execution and delivery of this
Subscription Agreement has been duly authorized by all necessary action, this
Subscription Agreement has been duly executed and delivered on behalf of such
entity and is a legal, valid and binding obligation of such entity; and (iii) if
executing this Subscription Agreement in a representative or fiduciary capacity,
it has full power and authority to execute and deliver this Subscription
Agreement in such capacity and on behalf of the subscribing individual, xxxx,
partnership, trust, estate, corporation, limited liability company or limited
liability partnership, or other entity for whom the Purchaser is executing this
Subscription Agreement, and such individual, xxxx, partnership, trust, estate,
corporation, limited liability company or partnership, or other entity has full
right and power to perform pursuant to this Subscription Agreement and make an
investment in the Company, and that this Subscription Agreement constitutes a
legal, valid and binding obligation of such entity. The execution and delivery
of this Subscription Agreement will not violate or be in conflict with any
order, judgment, injunction, agreement or controlling document to which the
Purchaser is a party or by which it is bound;
(q) The Purchaser and the Advisors, if any, had the
opportunity to obtain any additional information, to the extent the Company had
such information in its possession or could acquire it without unreasonable
effort or expense, necessary to verify the accuracy of the information contained
in the Memorandum and all documents received or reviewed in connection with the
purchase of the Units and have had the opportunity to have representatives of
the Company provide them with such additional information regarding the terms
and conditions of this particular investment and the financial condition,
results of operations, business and prospects of the Company deemed relevant by
the Purchaser or the Advisors, if any, and all such requested information, to
the extent the Company had such information in its possession or could acquire
it without unreasonable effort or expense, has been provided to its full
satisfaction;
(r) The Purchaser represents to the Company that any
information which the undersigned has heretofore furnished or furnishes herewith
to the Company is complete and accurate and may be relied upon by the Company in
determining the availability of an exemption from registration under Federal and
state securities laws in connection with the offering of securities as described
in the Memorandum. The Purchaser further represents and warrants that it will
notify and supply corrective information to the Company immediately upon the
occurrence of any change therein occurring prior to the Company's issuance of
the securities contained in the Units;
(s) The Purchaser has a sufficient net worth to
sustain a loss of its entire investment in the Company in the event such a loss
should occur. The Purchaser's overall commitment to investments which are not
readily marketable is not excessive in view of its net worth and financial
circumstances and the purchase of the Units will not cause such commitment to
become excessive. The investment is a suitable one for the Purchaser;
(t) No oral or written representations have been
made, or oral or written information furnished, to the Purchaser or the
Advisors, if any, in connection with the offering of the Units or as to the
Company, which are in any way inconsistent with the information contained in the
Memorandum;
(u) THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. ALTHOUGH THE COMPANY HAS AN OBLIGATION TO
REGISTER FOR RESALE THE SHARES OF COMMON STOCK UNDERLYING THE SECURITIES, THERE
CAN BE NO ASSURANCE THAT SUCH REGISTRATION WILL BE COMPLETED WITHIN THE TIME
FRAMES REQUIRED, OR AT ALL. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR
ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
5. Irrevocability; Binding Effect. The Purchaser hereby
acknowledges and agrees that the subscription hereunder is irrevocable by the
Purchaser, except as required by applicable law, and that this Subscription
Agreement shall survive the death or disability of the Purchaser and shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and permitted assigns. If the
Purchaser is more than one person, the obligations of the Purchaser hereunder
shall be joint and several and the covenants, agreements, representations,
warranties, and acknowledgments herein shall be deemed to be made by and be
binding upon each such person and such person's heirs, executors,
administrators, successors, legal representatives and permitted assigns.
6. Modification. This Subscription Agreement shall not be
modified or waived except by an instrument in writing signed by the party
against whom any such modification or waiver is sought.
7. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, sent by nationwide overnight courier
or delivered against receipt to the party to whom it is to be given (a) if to
Company, at the address set forth above, or (b) if to the Purchaser, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section). Any notice or other communication given by
certified mail shall be deemed given at the time that it is signed for by the
recipient except for a notice changing a party's address which shall be deemed
given at the time of receipt thereof. Any notice or other communication given by
nationwide overnight courier shall be deemed given the next business day
following being deposited with such courier.
8. Assignability. This Subscription Agreement and the rights,
interests and obligations hereunder are not transferable or assignable by the
Purchaser and the transfer or assignment of the Units, the components thereof,
or the underlying securities shall be made only in accordance with all
applicable laws.
9. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York relating to
contracts entered into and to be performed wholly within such State.
10. Blue Sky Qualification. The purchase of Units under this
Subscription Agreement is expressly conditioned upon the exemption from
qualification of the offer and sale of the Units from applicable Federal and
state securities laws. The Company shall not be required to qualify this
transaction under the securities laws of any jurisdiction and, should
qualification be necessary, the Company shall be released from any and all
obligations to maintain its offer, and may rescind any sale contracted, in such
jurisdiction.
11. Use of Pronouns. All pronouns and any variations thereof
used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may
require.
12. Preemptive Rights. (a) Following acceptance of this
Subscription Agreement by the Company and a closing at which a sale of Units to
Purchaser is consummated, the Company hereby grants to the Purchaser a right
(the "Preemptive Right") to purchase all or any part of the Purchaser's pro rata
shares of any "New Securities" (as defined in Section 12(b)) that the Company
may, from time to time, propose to sell and issue in a private transaction
solely for cash. Such pro rata share for Purchaser, for purposes of this
Preemptive Right, is the ratio of (x) the number of shares of Common Stock then
held by Purchaser immediately prior to the issuance of the New Securities
(assuming the full conversion of any Shares and full exercise of the Warrants),
to (y) the total number of shares of Common Stock of the Company outstanding
immediately prior to the issuance of the New Securities (after giving effect to
the exercise and/or conversion, as the case may be, of all Shares and Warrants).
(b) Definition. For purposes of this Section, "New Securities"
shall mean any Common Stock or preferred stock of the Company, whether or not
authorized on the date hereof, and rights, options or warrants to purchase
Common Stock or preferred stock and securities of any type whatsoever that are,
or may become, convertible into or exercisable or exchangeable for Common Stock
or preferred stock; PROVIDED, HOWEVER, that "New Securities" does not include
the following:
(i) shares of capital stock of the Company issuable upon
conversion or exercise of any currently outstanding securities or any New
Securities issued in accordance with this Agreement or pursuant to the Offering
of Units;
(ii) shares or options or warrants for Common Stock granted to
officers, directors and employees of, and consultants to, the Company pursuant
to stock option or purchase plans or other compensatory agreements approved by
the Board of Directors of the Company;
(iii) shares of Common Stock or preferred stock issued in
connection with any pro rata stock split, stock dividend or recapitalization by
the Company;
(iii) securities issued pursuant to the acquisition of another
corporation or entity by the Company by consolidation, merger, purchase
of all or substantially all of the assets, or other reorganization in
which the Company acquires, in a single transaction or series of
related transactions, all or substantially all of the assets of such
other corporation or entity in transaction(s) approved by the Board of
Directors of the Company, provided that the stockholders of the Company
prior to such transaction(s) own 50% or more of the voting power and
equity of the Company following such transaction(s); and
(iv) securities issuable upon conversion or exercise of the
securities set forth in paragraphs (i) - (iv) above.
(c) Procedures. In the event that the Company proposes to undertake an
issuance of New Securities for cash, it shall give each Purchaser written notice
(the "Notice") of its intention, describing the type of New Securities, the
price, and the general terms upon which the Company proposes to issue the same.
Purchaser shall have twenty (20) business days after receipt of such notice to
agree to purchase all or any portion of its pro rata share of such New
Securities at the price and upon the terms specified in the notice by giving
written notice to the Company and stating therein the quantity of New Securities
to be purchased. In the event that any New Securities subject to the Preemptive
Right are not purchased by the Purchaser within the twenty (20) business day
period specified above, the Company shall have ninety (90) days thereafter to
sell (or enter into an agreement pursuant to which the sale of New Securities
that had been subject to the Preemptive Right shall be closed, if at all, within
sixty (60) days from the date of said agreement) the New Securities with respect
to which the rights of the Purchaser were not exercised at a price and upon
terms, including manner of payment, no more favorable to the purchasers thereof
than specified in the Notice. In the event the Company has not sold all offered
New Securities within such ninety (90) day period (or sold and issued New
Securities in accordance with the foregoing within sixty (60) days from the date
of such agreement), the Company shall not thereafter issue or sell any New
Securities, without first complying with the procedures set forth in this
Section.
13. Miscellaneous.
(a) This Agreement and its exhibits and schedules
constitutes the entire agreement between the Purchaser and the Company with
respect to the subject matter hereof and supersedes all prior oral or written
agreements and understandings, if any, relating to the subject matter hereof.
The terms and provisions of this Agreement may be waived, or consent for the
departure therefrom granted, only by a written document executed by the party
entitled to the benefits of such terms or provisions. The parties acknowledge
that the provisions of Exhibit D to the Memorandum, the Registration Rights
Agreement are incorporated by reference and made a part hereof.
(b) The Purchaser's covenants, agreements,
representations and warranties made in this Agreement shall survive the
execution and delivery hereof and delivery of the Securities contained in the
Units.
(c) Each of the parties hereto shall pay its own fees
and expenses (including the fees of any attorneys, accountants, appraisers or
others engaged by such party) in connection with this Agreement and the
transactions contemplated hereby whether or not the transactions contemplated
hereby are consummated.
(d) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
(e) Each provision of this Subscription Agreement
shall be considered separable and, if for any reason any provision or provisions
hereof are determined to be invalid or contrary to applicable law, such
invalidity or illegality shall not impair the operation of or affect the
remaining portions of this Subscription Agreement.
(f) Paragraph titles are for descriptive purposes
only and shall not control or alter the meaning of this Subscription Agreement
as set forth in the text.
(g) Following the closing of at least $1,250,000 in
aggregate purchase price of Units, so long as any Shares are outstanding, the
holders of a majority of the then-outstanding Shares shall have the right to
elect one member of the Company's Board of Directors. The Company hereby agrees
with each Purchaser that such election shall take place within 45 days of the
closing of $1,250,000 in aggregate purchase price of Units. Immediately prior to
such closing, each of Xxxx Xxxxxxx and Xxxx Xxxxxx shall deliver voting
agreements agreeing to vote their shares in favor of such nominee designated by
the Purchasers.
(h) The undersigned understands and acknowledges that
there may be multiple closings for the Offering and that the Unit Price (as
defined in the Memorandum) will be determined at each closing based on the
pricing formula described in the Memorandum. Accordingly, the undersigned
acknowledges and consents to the following: (i) while the dividend rate for all
Shares purchased in the Offering will be the same, the amount of dividends paid
to purchasers on the Shares will be different based on the Unit Price at each
closing and (ii) the liquidation preference for the Shares will also vary based
on the Unit Price at each closing.
ACCREDITED INVESTOR CERTIFICATION
Initial the appropriate item(s)
THE UNDERSIGNED FURTHER REPRESENTS AND WARRANTS AS INDICATED BELOW BY THE
UNDERSIGNED'S INITIALS:
A. INDIVIDUAL INVESTORS: (Please initial one or more of the following,
four statements)
1. I certify that I am an accredited investor because I have had
individual income (exclusive of any income earned by my spouse) of more
than $200,000 in each of the most recent two years and I reasonably
expect to have an individual income in excess of $200,000 for the
current year.
2. I certify that I am an accredited investor because I have had joint
income with my spouse in excess of $300,000 in each of the most recent
two years and reasonably expect to have joint income with my spouse in
excess of $300,000 for the current year.
3. I certify that I am an accredited investor because I have an individual
net worth, or my spouse and I have a joint net worth, in excess of
$1,000,000.
4. I am a director or executive officer of Health Sciences Group, Inc.
5. I have individual net worth or my spouse and I have joint net worth of
over $ 5,000,000.
B. PARTNERSHIPS, CORPORATIONS, TRUSTS OR OTHER ENTITIES: (Please initial
one of the following seven statements). The undersigned hereby
certifies that it is an accredited investor because it is:
1. an employee benefit plan whose total assets exceed $5,000,000;
2. an employee benefit plan whose investments decisions are made by a plan
fiduciary which is either a bank, savings and loan association or an
insurance company (as defined in Section 3(a) of the Securities Act) or
an investment adviser registered as such under the Investment Advisers
Act of 1940;
3. a self-directed employee benefit plan, including an Individual
Retirement Account, with investment decisions made solely by persons
that are accredited investors;
4. an organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, not formed for the specific purpose of
acquiring the Units, with total assets in excess of $5,000,000;
5. a corporation, partnership, limited liability company, limited
liability partnership, other entity or similar business trust, not
formed for the specific purpose of acquiring the Units, with total
assets excess of $5,000,000;
6. a trust, not formed for the specific purpose of acquiring the Units,
with total assets exceed $5,000,000, whose purchase is directed by a
person who has such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of an
investment in the Units; or
7. an entity (including a revocable grantor trust but other than a
conventional trust) in which each of the equity owners qualifies as an
accredited investor under items A(1), (2) or (3) or item B(1) above.
Health Sciences Group, Inc.
SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT
EXECUTION OF THIS AGREEMENT BY ANY PURCHASER SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT ANNEXED HERETO AS
EXHIBIT A BY SUCH PURCHASER.
Subscriber hereby elects to subscribe under the Subscription Agreement
for a total of $__________ of Unit(s) (NOTE: to be completed by subscriber):
Date (NOTE: To be completed by subscriber): _______________, 2003. If the
purchaser is an INDIVIDUAL, or if the purchasers are INDIVIDUALS who have
purchased as JOINT TENANTS, as JOINT TENANTS with RIGHT OF SURVIVORSHIP, as
TENANTS IN COMMON, or as COMMUNITY PROPERTY:
--------------------------- ---------------------------
Print Names(s) Social Security Number(s)
--------------------------- ---------------------------
Signature(s) of Investor(s) Joint Signature
---------------------------
___________________________ Date
Address
If the purchaser is a PARTNERSHIP, CORPORATION, TRUST, LIMITED LIABILITY COMPANY
or LIMITED LIABILITY PARTNERSHIP:
--------------------------- ---------------------------
Name of Partnership, Corporation, Federal Taxpayer
Trust, Limited Liability Company Identification Number
or Limited Liability Partnership
Address:
By:___________________________ ___________________________
Name: ________________________ State of Organization
Title:________________________
SUBSCRIPTION FOR ____ UNITS ACCEPTED AND AGREED TO this _____ day of _____ 2003.
HEALTH SCIENCES GROUP, INC.
By:__________________________________
Name:
Title:
