SUBSCRIPTION AGREEMENT
1. Subscription. Subject to the terms and conditions hereof the
undersigned, intending to be legally bound, irrevocably subscribes for and
agrees to purchase that number of shares of common stock ("Shares") of Molecular
Diagnostics and Therapeutics, Inc., a Colorado corporation (the "Company"), set
forth on the signature page hereof, for the price stated thereon. This
subscription is made in connection with an offering by the Company of up to
1,000,000 shares of its common stock sold pursuant to a registration statement
on Form SB-2 under the Securities Act of 1933, as amended (the "Ac"). This
Offering will continue until the Company has sold a maximum of 1,000,000 shares
totaling $10,000,000 or the termination date of May 15, 2001 whichever occurs
first. If the minimum is not achieved by the termination date, subscriber's
funds will be promptly returned without interest or deduction.
2. Representations and Warranties of Investor. The undersigned
represents and warrants to the Company that:
2.1 Warning. The undersigned acknowledges and understands that
(a) the Shares are being offered in reliance on an offering pursuant to a Form
SB-2 Registration Statement under the Act; (b) there is presently little public
market for the Shares, and an active market may not develop after the Offering;
and (c) the undersigned may not be able to liquidate his or her investment in
the event of an emergency.
2.2 Warning. The undersigned understand that no federal or
state agency has made any findings or determination as to the fairness of an
investment in, or any recommendation or endorsement of, the Shares.
3. Irrevocability. The undersigned hereby acknowledges and agrees that,
except as otherwise provided by the laws of the State of Colorado, this
subscription is irrevocable and the undersigned is not entitled to cancel or
withdraw it.
4. Joint and Several Undertaking; Entities. If more than one person is
signing this Agreement, each representation, warranty and undertaking herein
shall be the joint and several representation, warranty and undertaking of each
such person. If the undersigned is a partnership, corporation, trust or other
entity, the undersigned further represents and warrants that (a) the individual
executing this Agreement has full power and authority to execute and deliver
this Agreement on behalf of the undersigned; (b) the undersigned has full right
and power to perform its obligations pursuant to the provisions hereof; and (c)
the undersigned was not formed for the specific purpose of acquiring Shares.
5. Survival. Each representation and warranty contained herein and all
information furnished by the undersigned to the Company is true, correct and
complete in all respects as of the date hereof, and the same will be true,
correct and complete as of the date on which this subscription is accepted by
the Company, as if made on such date. The undersigned undertakes to notify the
Company immediately of any change in any representation, warranty, or other
information set forth herein. The undersigned agrees to indemnify and hold
harmless the Underwriter and the Company, its officers, directors, and employees
from and against any and all loss, damage or liability due to or arising out of
a breach of any such representation or warranty of the undersigned.
6. Non-assignment. This Agreement shall not be assignable by the
undersigned without the prior written consent of the Company.
7. Acceptance by the Company. The Company reserves the right to accept
or reject any subscription in whole or in part in its sole and absolute
discretion. No subscription will be effective until accepted by the Company. If
the Company decides to reject a subscription, it will do so in writing within a
reasonable time after having received it.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
Within five days of its receipt of a subscription agreement from the
Underwriter, confirming that an accompanying check for the purchase price of
Shares has been received, following escrow, the Company will send by first-class
mail a written confirmation to notify the subscriber of the extent, if any, to
which subscription has been accepted by the Company. The Company reserves the
right to reject orders for the purchases of Shares in whole or in part. Not more
than thirty days following the mailing of its written confirmation, and upon
achieving the minimum number of total shares to be sold, a subscriber's Common
Stock certificate will be mailed by first-class mail. The Company shall not use
the proceeds paid by an investor until such time as the minimum number of shares
has been sold nor until the Common Stock certificate evidencing such investment
has been mailed.
Funds will be deposited to an escrow account established in the
Company's name at Norwest Investment Management and Trust, Corporate Trust and
Escrow Services, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
Molecular Diagnostics and Therapeutics, Inc., Subscription Agreement
Signature Page
The undersigned, by executing this Signature Page, agrees to all of the
terms, conditions, warranties and representations in the accompanying
Subscription Agreement, and subscribes for the number of shares of the Company's
Common Stock set forth below at a price of $10.00 per share.
Number of Shares Subscribed for: ___________________
Total Purchase Price: $___________________
A check in the full amount of the purchase price, payable to "Molecular
Diagnostics and Therapeutics, Inc. Escrow Account" accompanies this executed
Subscription Agreement.
Form of Ownership:
__Individual __Partnership
__Joint Tenants With Rights of __Trust
survivorship (both sign) __Limited Liability Company, LLC
__Tenants in Common (all sign) __Corporation
INDIVIDUALS
_________________________ _____________________________ ___________
Signature of Subscriber Print Name Date
______________________________________________________________________________
Mailing Address
_________________________________ _______________________________________
Telephone Number Social Security Number
_________________________ _____________________________ ___________
Signature of Subscriber Print Name Date
______________________________________________________________________________
Mailing Address
_________________________________ _______________________________________
Telephone Number Social Security Number
CORPORATIONS, TRUSTS, PARTNERSHIP, LLCs
______________________________________________________________________________
Name of Corporation, Trust, Partnership or LLC
By: ________________________________________ _____________________________
Signature of Authorized Representative Print Name
________________________________________ _____________________________
Capacity of Authorized Representative Date
______________________________________________________________________________
Mailing Address
**********************
Accepted as to Shares on .
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Molecular Diagnostics and Therapeutics, Inc.
By:_________________________________________
Its:__________________________________
Please make your check payable to: Molecular Diagnostics and Therapeutics, Inc.
Escrow Account.
Mail to: Norwest Investment Management and Trust
Corporate Trust and Escrow Services
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Are you an officer or director of a publicly held company? _______
Are you over 21 years of age? ______
Name of address of employer ________________________________________________
____________________________________________________________________________
Occupation_______________________________
Individual income $______________ with spouse $_________
Net Worth $___________________
Investment objective: conservative ____ speculative ____ income____
