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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/05/01 Phage Therapeutics Int’l Inc 10SB12G/A 24:1.4M Merrill Corp/FA |
Document/Exhibit Description Pages Size 1: 10SB12G/A Amendment to Registration of Securities of a HTML 725K Small-Business Issuer 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 19K 3: EX-10.1 Material Contract HTML 34K 11: EX-10.10 Material Contract HTML 79K 12: EX-10.11 Material Contract HTML 78K 13: EX-10.12 Material Contract HTML 53K 14: EX-10.13 Material Contract HTML 79K 15: EX-10.14 Material Contract HTML 22K 16: EX-10.15 Material Contract HTML 25K 4: EX-10.2 Material Contract HTML 30K 17: EX-10.22 Material Contract HTML 38K 18: EX-10.23 Material Contract HTML 43K 19: EX-10.24 Material Contract HTML 43K 20: EX-10.28 Material Contract HTML 44K 21: EX-10.29 Material Contract HTML 64K 5: EX-10.3 Material Contract HTML 42K 22: EX-10.30 Material Contract HTML 18K 23: EX-10.33 Material Contract HTML 46K 6: EX-10.4 Material Contract HTML 80K 7: EX-10.5 Material Contract HTML 22K 8: EX-10.6 Material Contract HTML 18K 9: EX-10.8 Material Contract HTML 19K 10: EX-10.9 Material Contract HTML 23K 24: EX-21 Subsidiaries of the Registrant HTML 9K
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Prepared by MERRILL CORPORATION |
Exhibit 10.1
PHAGE THERAPEUTICS INTERNATIONAL INC.
601 Brickell Key Blvd, Suite 802
Miami, FL 33131
Gentlemen,
The undersigned hereby tenders this Subscription Agreement to you and applies for the purchase of shares for US$ each for an aggregate purchase price of US$ . Each Share consists of one common share with a par value of $0.001 per share (the "Shares").
The undersigned hereby acknowledges:
1
In consideration of the sale of the Shares and intending to be legally bound, the undersigned hereby represents and warrants as follows:
2
For Individual Investors Only | |||
(a) a natural person who has an individual net worth, or joint worth with that person's spouse of more than $1,000,000; or |
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(b) a natural person who had an individual income in excess of $200,000 (a joint income in excess of $300,000 with his spouse) in each of the two most resent years and who reasonably expects to reach the same income level in the current year; or |
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(c) a director or executive officer of the Company; |
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(d) a person with an annual income of at $65,000 per year with sufficient knowledge and experience in financial and business matters to valuate the risks of the investment. |
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For Corporate Investors Only |
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(e) the undersigned hereby certifies that it is an accredited investor because it has total assets in excess of $5,000,000 and was not formed for the specific purpose of investing in the Company; |
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(f) the undersigned hereby certifies that it is a accredited investor because all of its equity owners are accredited investor because all of its equity owners are accredited investors under statement 8(a), (b), (c),or (d) above. |
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For Trusts |
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(g) the undersigned hereby certifies that it is an accredited investor because it is a trust which has total assets in excess of $5,000,000 and was not formed for the specific purpose of investing in the Company and that the purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of an investment in the Company; |
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(h) the undersigned hereby certifies that it is an accredited investor because it is (i) a bank, or savings and loan association or other institution, as defined in Sections 3(a)(2) or 3(a)(5)(A) of the Securities Act of 1933, (ii) acting in its fiduciary capacity as trustee, and (iii) subscribing on behalf of a trust for the purchase of the Shares. |
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(i) the undersigned hereby certifies that it is an accredited investor because it is a revocable trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors under either statement 8(a), (b), (c), or (d) above. |
The undersigned acknowledges and is aware of the following:
3
The undersigned recognizes that the offer and sale of the Shares to the undersigned is based on the representations and warranties of the undersigned contained in Paragraphs 1 through 10 above and hereby agrees to indemnify the Company and the officers and directors of the Company, and to hold each of such entities and persons harmless against all liabilities, costs or expenses (including reasonable attorney's fees) arising by reason of or in connection with any misrepresentations or any breach of such warranties by the undersigned, or arising as a result of the sale or distribution of the Shares by the undersigned in violation of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, or any other applicable federal or state statute.
The undersigned hereby indemnifies the Company and the officers and directors of the Company, and holds each of such persons and entities harmless from and against any and all loss, damages, liability or expense, including costs and reasonable attorney's fees to which they may be put or which they may incur by reason of or in connection with any misrepresentations made by the undersigned, any breach of any of his warranties, or his failure to fulfill any of his covenants or agreements set forth herein. The subscription and the representations and warranties contained herein shall be binding upon the heirs, legal representative, successors and assigns of the undersigned.
Upon acceptance by the Company of the subscription agreement by the undersigned, the undersigned agrees to become an investor in the Company. The undersigned acknowledges and agrees that the undersigned is not entitled to cancel, terminated revoke this subscription agreement or any agreements of the undersigned herein, and that such subscription or agreements shall survive (a) changes in transactions, documents, and instruments described in any materials provided by the Company which the aggregate are not material, and (b) the death or disability of the undersigned; provided, however, that if the Company shall not have accepted this subscription by the Closing Date, either by personally delivering to the undersigned an executed copy hereof reflecting such acceptance or by depositing in the United States Mail, postage prepaid, a written notice of acceptance addressed to the undersigned hereunder, and the power of attorney granted hereby shall be automatically canceled, terminated and revoked.
The undersigned acknowledges the he/she is a person who has knowledge and experience in financial and business matters such that the undersigned is capable of evaluating the merits and risk of an investment in the Company and making an informed decision.
WHEREFORE, IN CONSIDERATION, of the foregoing covenants and representations, I hereby submit the following subscription for the below referenced number of Units as described in this Subscription Agreement, furthermore, I acknowledge I have received copies of all information I deemed necessary or appropriate to evaluate the merits and risks of an investment in the Shares.
4
I further acknowledge that I have had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering and any information provided by the Company.
Number of Shares | |||
$ |
Cash Payment (US$0.05 per Share) |
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Per: Authorized Signatory |
Date |
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Print Name: |
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Address: |
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Social Security Number |
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ACCEPTANCE
Phage Therapeutics International Inc. herewith accepts the foregoing subscription for Shares.
PHAGE THERAPEUTICS INTERNATIONAL INC.
Per: Darren Pylot, Director |
Date |
5
PHAGE THERAPEUTICS INTERNATIONAL INC.
REGISTRATION INSTRUCTIONS
Please register the Shares acquired by the undersigned as follows:
Printed Name |
Address |
City State Zip Code |
Number of Shares: |
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Date Acquired: |
Signature |
Date |
|
Printed Name |
6
This ‘10SB12G/A’ Filing | Date | Other Filings | ||
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Filed on: | 12/5/01 | None on these Dates | ||
1/31/98 | ||||
List all Filings |