Exhibit 10.1 NANOVIRICIDES, INC.
INVESTOR SUBSCRIPTION AGREEMENT (the "Subscription Agreement")
dated ____________, 2008, between NANOVIRICIDES, INC., a Nevada
corporation (the “Company”) and the person or persons
executing this Agreement on the last page (the
“Subscriber”). All documents mentioned
herein are incorporated by reference.
1. Description of the Offering. This Subscription
Agreement is for units (the “Units”) of the
Company’s common stock, par value $.001 per share (the
“Common Stock”) and warrants (the
“Warrants”) to purchase shares of Common Stock. Each
Unit consists 100,000 shares of Common Stock, par value $0.001 per
share plus 50,000 Warrants to purchase Common Stock at an Exercise
Price of $2.00 per share for a purchase price of $100,000 per
Unit. The Company is Offering (the
“Offering”) a minimum of five (5) Units (the
“Minimum Offering”) and a maximum of one hundred fifty
(150) Units (the “Maximum Offering”) through the
Company only to accredited investors who qualify as accredited
investors pursuant to the suitability standards for investors
described under Regulation D of the Securities Act of 1933, as
amended (the “Securities Act”) and who have no need for
liquidity in their investments. The Offering is for a minimum
investment of $100,000, however, the Company reserves the right, in
it sole discretion , to accept fractional
subscriptions. he Company may, in its sole discretion,
elect to use the services of a placement agent to sell the
Units. It is anticipated that if a placement agent is
used the Company may pay commissions in the amount of ten percent
(10%) for such services.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER
JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD,
PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH
ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.
2. Terms of the Subscription. This Offering
is made in connection with a Private Placement Memorandum (the
“Memorandum”) that is incorporated by reference and
made a part of this Subscription Agreement. The subscription is for
Units at a purchase price of $100,000 per Unit. The form
of the Warrant is attached to the Memorandum as Appendix
“A”.
3. Other Terms of the Offering. The execution of this
Subscription Agreement shall constitute an offer by the Subscriber
to exercise the Warrants in the amount and on the terms specified
herein. The Subscriber must also complete and execute
the Subscriber Questionnaire attached hereto. The
Company reserves the right, in its sole discretion, to reject in
whole or in part, any subscription offer. If the
Subscriber's offer is accepted, the Company will execute a copy of
this Subscription Agreement and return it to
Subscriber. The Company, may at its sole discretion,
accept fractional subscriptions.
4. Subscription Procedures. Subscribers who
wish to subscribe in the Offering, must deliver to the Company
completed and fully executed originals of the Subscription
Agreement and Subscriber Questionnaire along with the subscription
price. The subscription price, which is $100,000 per Unit, will be
payable in full upon acceptance of the subscription. The
Company reserves the right to accept fractional subscriptions.
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5. The Company's Representations and Warranties. The
Company hereby represents and warrants as follows:
(a) The Company warrants and
covenants that there are no material misstatements or omissions in
this Subscription Agreement or any information provided of the
Offering documents herein;
(b) The Company is a corporation duly
formed and in good standing under the laws of the State of Nevada
with a class of securities pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), with full power and authority to conduct its business
as presently contemplated; and
(c) The Company has the power
to execute, deliver and perform this Subscription Agreement and any
other agreement contemplated herein;
6. Subscriber's Representations, Warranties and
Covenants. The undersigned understands and acknowledges
that the Units are being offered and sold under one or more of the
exemptions from registration provided for in Section 3(b), 4(2) and
4(6) of the Securities Act of 1933, as amended (the
“Securities Act”) including, Regulation D promulgated
thereunder, that the undersigned acknowledges that the Units are
being purchased without the undersigned being offered or furnished
any offering literature, prospectus or other material, financial or
otherwise, and that this action has not been scrutinized by the
United States Securities and Exchange Commission or by any
regulatory authority charged with the administration of the
securities laws of any state. The undersigned hereby
further represents and warrants as follows:
(a) The undersigned
confirms that he understands and has fully considered, for purposes
of this investment, the risks of an investment in the Units and
understands that: (i) this investment is suitable only for an
investor who is able to bear the economic consequences or losing
his entire investment, (ii) the purchase of the Units is a
speculative investment which involves a high degree of risk of loss
by the undersigned of his entire investment, and (iii) that there
will be no public market for the Units and accordingly, it may not
be possible for him to liquidate his investment in the Units in
case of an emergency;
(b) The Subscriber is an
"Accredited Investor" as defined in Rule 501(a) of Regulation D
under the Securities Act. This representation is based
on the fact that the Subscriber, inter alia, is an accredited
individual who, together with the Subscriber’s spouse, have a
net worth of at least $1,000,000 or the Subscriber, individually,
has had net income of not less than $200,000 during the last two
years, and reasonably anticipates that the Subscriber will have an
income of at least $200,000 during the present year and the next
year;
(c) If the Subscriber is a
corporation, partnership, trust or any unincorporated association:
(i) the person executing this Subscription Agreement does so with
full right, power and authority to make this investment; (ii) that
such entity was not formed for the specific purpose of making an
investment in the Company; and (iii) that all further
representations and warranties made herein are true and correct
with respect to such corporation, partnership, trust and
unincorporated association;
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(d) The address set forth below
is the Subscriber's true and correct residence or place of
business, and the Subscriber has no present intention of becoming a
resident of any other state or jurisdiction;
(e) The Subscriber
understands and agrees that the Company prohibits the investment of
funds by any persons or entities that are acting, directly or
indirectly, (i) in contravention of any U.S. or international laws
and regulations, including anti-money laundering regulations or
conventions, (ii) on behalf of terrorists or terrorist
organizations, including those persons or entities that are
included on the List of Specially Designated Nationals and Blocked
Persons maintained by the U.S. Treasury Department's Office of
Foreign Assets Control1 ("OFAC"), as such list may be amended from
time to time, (iii) for a senior foreign political figure, any
member of a senior foreign political figure’s immediate
family or any close associate of a senior foreign political
figure2, unless the Company, after being specifically notified by
the Subscriber in writing that it is such a person, conducts
further due diligence, and determines that such investment shall be
permitted, or (iv) for a foreign shell bank3 (such persons or
entities in (i) – (iv) are collectively referred to as
"Prohibited Persons").
(f) The Subscriber
represents, warrants and covenants that: (i) it is not, nor is any
person or entity controlling, controlled by or under common control
with the Subscriber, a Prohibited Person, and (ii) to the extent
the Subscriber has any beneficial owners4, (a) it has carried out
thorough due diligence to establish the identities of such
beneficial owners, (b) based on such due diligence, the Subscriber
reasonably believes that no such beneficial owners are Prohibited
Persons, (c) it holds the evidence of such identities and status
and will maintain all such evidence for at least five years from
the date of the Subscriber's complete withdrawal from the Company,
and (d) it will make available such information and any additional
information requested by the Company that is required under
applicable regulations. _____________________________
1 The
OFAC list may be accessed on the web at http://www.treas.gov/ofac.
2 Senior
foreign political figure means a senior official in the executive,
legislative, administrative, military or judicial branches of a
foreign government (whether elected or not), a senio
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