EX-10.1 2 ucbb_ex1001.htm SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”) RELATES TO A PRIVATE OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
The undersigned (the "Subscriber") hereby tenders this subscription and agrees to purchase the Units issued by US-China Biomedical Technology, Inc., a Nevada Corporation (the "Company"), set forth next to such Subscriber's name on the signature page hereto. In consideration therefore, the Subscriber hereby delivers a counterpart of this Agreement, together with the amount set forth next to the Subscriber's name on the signature page hereto, by wire transfer or a certified check representing immediately available funds, in full payment of the aggregate purchase price of the Units. The Subscriber understands and agrees this subscription is irrevocable.
|1.1||Company Background |
Information about the Company’s background, profile, business plan, and associated risks can be found in the Company’s public filings made with the Securities and Exchange Commission.
The Subscriber, intending to be legally bound, hereby irrevocably subscribes for 4,290,000 Units. Each single Unit consists of one (1) share of common stock of the Company and two and one half (2.5) warrants (collectively the “Units”), which shall be exercisable for 18 months at $0.05 per share (the “Warrants”)，which all depends on the subscriber’s own discretion. The aggregate purchase price for the Units is USD $214,500 (the “Subscription Proceeds”) or USD $0.05 per share. The Company shall deliver the Units to the undersigned promptly after the acceptance of this Subscription Agreement by the Company.
认购人受法律约束，在此不可撤销地认购 4,290,000 股份单元。每个股份单元由一（1）份公司普通股和两份半(2.5)认股权证(统称“股份单元”)组成，认股权证可以每股0.05美元的价格行权，行权期限为18个月(简称“认股权证”)，行权依据认购者自由裁量是否行权。该 4,290,000 股份单元的总购买价格为214,500美元(“认购收益”)或每股0.05美元。本公司接受本认购协议后，应立即将认购股份单元交付给签署人。
|1.3||Acceptance or Rejection of Subscription Agreement |
(a) The Subscriber understands and agrees that the Company reserves the right to reject this subscription for the Units if, in its reasonable judgment, it deems such action in the best interest of the Company, at any time prior to the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the Subscriber’s subscription.
(b) The Subscriber understands and agrees that its subscription for the Units is irrevocable.
(c) In the event the sale of the Units subscribed for by the Subscriber is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement, and any other agreement entered into between the Subscriber and the Company relating to this subscription, shall thereafter have no force or effect, and the Company shall promptly return or cause to be returned to the Subscriber the purchase price remitted to the Company by the Subscriber, without interest thereon or deduction therefrom, in exchange for the Units.
The Subscription Proceeds must accompany this Subscription Agreement and shall be paid to the Company by certified check or wire transfer after the Subscriber’s subscription is approved by the relevant Chinese government departments.
Closing of the purchase and sale of the Units shall be deemed to be effective when the Company executes a counterpart of this Subscription Agreement (the “Closing Date”). The Closing Date shall not be more than 30 days following the Company’s receipt of Subscriber’s executed Subscription Agreement.
|3.||Acknowledgements of Subscriber|
The Subscriber acknowledges and agrees that:
(a) Subscriber is an affiliate of the Company; the decision to execute this Subscription Agreement and purchase the Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact made by or on behalf of the Company.
(b) The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(c) The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Units hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s) if reasonable notice was provided to the Company;
(d) All information which the Subscriber has provided to the Company in the Prospective Investor Suitability Questionnaire (the “Questionnaire”) is correct and complete as of the date the Questionnaire is signed, and if there should be any change in such information prior to this Subscription Agreement being accepted by the Company, the Subscriber will immediately provide the Company with such information;
(e) The Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors, attorneys, and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(f) The issuance and sale of the Units to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(g) The Subscriber has been advised to consult its own legal, tax, and other advisors with respect to the merits and risks of an investment in the Units and with respect to applicable resale restrictions. Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) The Subscriber has been advised and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business of the Company or that the business will be profitable in the future. Risks inherent in this investment include, but are not limited to, all business risks associated with any business, with the additional risks associated with medical industry and technology related thereto.
(i) No documents in connection with the sale of the Units hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators;
(j) There is no government or other insurance covering any of the Units;
(k) The Subscriber has been advised that an investment in the Units involve a high degree of risk, and Subscriber should be able to bear the loss of his/her/its entire investment;
(l) This Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company;
(m) The Subscriber will not receive a private placement memorandum (“PPM”), but has been given access to full and complete information regarding the Company, including but not limited to, the Company’s publicly available financial information and securities filings and has utilized such access to their satisfaction for the purpose of obtaining information on the Company; and particularly, the Subscriber has been given a reasonable opportunity to meet with representatives of the Company for the purpose of asking questions of and receiving answers from, such representatives concerning the Units, and to obtain any additional information, necessary to verify the accuracy of the information provided. Given this information and opportunity, Subscriber has made an independent examination and investigation of an investment in the Units and the Company, and has depended on the advice of its legal and financial advisors, and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber’s decision to invest in the Units and the Company;
(n) The entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound (including corporate formation documents;
(o) The Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber
|4.||Representations, Warranties and Covenants of the Subscriber |
The Subscriber hereby represents, warrants, and covenants to the Company (which representations, warranties, and covenants shall survive the Closing Date) that:
(a) Investment Purposes. The undersigned is acquiring the Units for his/her/its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in such Units or any portion thereof. Furthermore, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Units for which the undersigned is subscribing or any part of the Units.
(b) Authority. The undersigned has full power and authority to enter into this Subscription Agreement, the execution and delivery of this Subscription Agreement has been duly authorized, if applicable, and this Subscription Agreement constitutes a valid and legally binding obligation of the undersigned.
(c) No General Solicitation in the United States. The undersigned is not subscribing for Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investment securities generally in the United States.
(d) No Obligation to Register Units. The undersigned understands that the Company is under no obligation to register the Units under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.
(e) Investment Experience. The undersigned is (i) experienced in making investments of the kind described in this Subscription Agreement, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Subscription Agreement, and (iii) able to afford the entire loss of its investment in the Units.
(f) Exemption from Registration. The undersigned acknowledges his/her/its understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company and its affiliates as follows:
(1) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Units for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;
(2) The undersigned has the financial ability to bear the economic risk of his/her/its investment, has adequate means for providing for his/her/its current needs and personal contingencies and has no need for liquidity with respect to his/her/its investment in the Company;
(3) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. The undersigned also represents it has not been organized for the purpose of acquiring the Units; and
(4) The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Units, the Company, and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
(g) Economic Considerations. The undersigned is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The undersigned has relied solely on its own advisors.
(h) No Other Company Representations. No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Units, the undersigned is not relying upon any representations other than those contained herein.
(i) Compliance with Laws. Any resale of the Units during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Units or underlying Units of common stock in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The undersigned will not offer to sell or sell the Units in any jurisdiction unless the undersigned obtains all required consents, if any.
(j) Regulation S Exemption. The undersigned understands that the Units are being offered and sold to him/her/it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the applicability of such exemptions and the suitability of the undersigned to acquire the Units. In this regard, the undersigned represents, warrants and agrees that:
|(1)||The undersigned is not a U.S. Person (as defined under Rule 902 of Regulation S and as set forth below) and is not acquiring the Units for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:|
|a.||Any natural person resident in the United States of America;|
|b.||Any partnership or corporation organized or incorporated under the laws of the United States of America;|
|c.||Any estate of which any executor or administrator is a U.S. person;|
|d.||Any trust of which any trustee is a U.S. person;|
|e.||Any agency or branch of a foreign entity located in the United States of America;|
|f.||Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;|
|g.||Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and|
|h.||Any partnership or corporation if:|
|i.||Organized or incorporated under the laws of any foreign jurisdiction; and|
|ii.|| Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts|
|(2)||At the time of the origination of contact concerning this Subscription Agreement and the date of the execution and delivery of this Subscription Agreement, the undersigned was outside of the United States|
|(3)||The undersigned will not, during the period commencing on the date of issuance of the Units, and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Units in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.|
|(4)||The undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Units or underlying Units only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.|
|(5)||The undersigned was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Units, including without limitation, any put, call or other option transaction, option writing or equity swap.|
|(6)||Neither the undersigned nor or any person acting on his/her/its behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Units, and the undersigned and any person acting on his/her/its behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.|
|(7)||The transactions contemplated by this Subscription Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.|
|(8)||Neither the undersigned nor any person acting on his/her/its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for the Units. The undersigned agrees not to cause any advertisement of the Units to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to thereto, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.|
|(9)||Each certificate representing the Units shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:|
“THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”
“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
|(10)||The undersigned consents to the Company making a notation on its records (or giving instructions to any transfer agent of the Company, if any) in order to implement the restrictions on transfer of the Units or the underlying Units of common stock set forth in this Section.|
(k) Accredited Investor. The undersigned is an “Accredited Investor” as that term is defined in Rule 501 of under the Securities Act.
(l) Potential Loss of Investment; Risk Factors. The undersigned understands that an investment in the Units is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment.
(m) Investment Commitment. The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Units will not cause such overall commitment to become excessive.
(n) Receipt of Information. The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned.
(o) Investor Questionnaire. The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the information in the Questionnaire attached hereto or previously provided to the Company is correct and complete as of the date hereof.
(p) No Reliance. Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Units. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Units, and on that basis, believes that his/her/its investment in the Units is suitable and appropriate for the undersigned.
(q) No Governmental Review. The undersigned is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Units, the underlying shares of common stock, or the Company, or (iii) guaranteed or insured any investment in the Units or any investment made by the Company.
|5.||Representations, Warranties and Covenants of the Company|
The Company hereby represents, warrants, and covenants to Subscriber as follows:
(a) The Company has been duly organized and validly exists as a corporation in good standing under the laws of its state of Nevada. The Company has all requisite corporate power and authority, and all material and necessary authorizations to own or lease its properties and conduct its business. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions of this Agreement;
(a) 公司在内华达州法律规定下，依法成立、合法存在、良好经营。公司拥有所有必要的企业权力和权限，具备拥有或租赁其财产并开展业务的所有材料和必要的授权。 本公司拥有所有的企业权力和权限来签订本协议并执行本协议的条款和条件。
(b) This Agreement and the Exhibits (if any) hereto have been duly and validly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms, except to the extent that the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (ii) limitations upon the power of a court to grant specific performance or any other equitable remedy, or (iii) a finding by a court of competent jurisdiction that the indemnification provisions herein are in violation of public policy;
(c) The Units have been duly authorized by the Company and will be validly issued, fully paid, and non-assessable upon issuance;
(d) The Company is not in violation of its Articles of Incorporation or Bylaws (the “Charter Documents”) and the consummation of the transactions contemplated herein shall not constitute a violation of the Charter Documents;
(e) This Agreement and the Exhibits (if any) do not contain any untrue statement of a material fact or omit to state any material fact required to be stated herein or therein or necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All statements of material facts herein or therein (including, without limitation, any attachment, exhibit or schedule hereto or thereto) are true and correct as of the date hereof and will be true and correct on each Closing Date.
(f) The minute books and corporate records of the Company contain a complete summary of all meetings and actions of the managers, members, officers, directors and stockholders of the Company since the time of its incorporation (and of any predecessor to the Company) and reflects all transactions referred to in such minutes accurately in all respects.
|6.||Representations and Warranties will be Relied Upon by the Company|
The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber’s eligibility to purchase the Units under applicable securities laws, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Units under applicable securities laws. The Subscriber further agrees that by accepting delivery of the certificates representing the Units on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber at the Closing Date, and that they will survive the purchase by the Subscriber of the Units and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Units.
The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Units shall be borne by the Subscriber.
Any dispute arising under or in connection with any matter of any nature (whether sounding in contract or tort) relating to or arising out of this Subscription Agreement, shall be resolved exclusively by arbitration. The arbitration shall be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. All parties agree to be (1) subject to the jurisdiction and venue of the arbitration in Orange County, State of California, (2) bound by the decision of the arbitrator as the final decision with respect to the dispute, and (3) subject to the jurisdiction of the Superior Court of the State of California for the purpose of confirmation and enforcement of any award.
This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Units by the Subscriber pursuant hereto.
This Subscription Agreement is not transferable or assignable.
The Company shall be entitled to rely on delivery by email or facsimile machine of an executed copy of this Subscription Agreement and acceptance by the Company of such email or facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.
The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.
Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Units and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.
Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.
Headings are for convenience only and are not deemed to be part of this Subscription Agreement
This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.
Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.
Upon request from time to time, the Subscriber shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of the Company or its counsel, to effect the subscription for the Units in accordance herewith.
[Signature Page Follows]
4,290,000 Units: 4,290,000 shares of common stock and 10,725,000 Warrants
4,290,000 股份单元由4,290,000份公司普通股和 10,725,000认股权证组成。
USD $0.05 per Share for a total purchase price of USD $ 214,500.00
[Check if applicable] The Subscriber has a pre-existing relationship with the Company [ ] (yes)
[Check if applicable] The Subscriber is an affiliate of the Company [ ] (yes)
The Subscriber directs the Company to issue and deliver the certificates representing the Units as follows:
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Name to appear on certificate
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Name and account reference, if applicable
| China-Israel Biological Technology Co., Ltd. || || |
Account reference if applicable
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| || || QingXi Huang|
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|No.1601-6, 16F, Building B8, |
LuGuYuYuan, No. 27 Wenxuan Road, High-
tech Zone, Changsha, China
| ||No.1601-6, 16F, Building B8, |
LuGuYuYuan, No. 27 Wenxuan Road, High-
tech Zone, Changsha, China
Tax I.D./E.I.N./S.S.N., if applicable
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This Subscription Agreement is EXECUTED by the Subscriber this May 24 day of 2019,
认购人于2019年5月 24日 签署本认购协议。
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EXECUTION BY SUBSCRIBER:
ACCEPTED and EFFECTIVE this 24 day of May, 2019,
US-CHINA BIOMEDICAL TECHNOLOGY, INC..
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Signature of individual (if Subscriber is an individual)
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Authorized signatory (if Subscriber is not an individual)
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China-Israel Biological Technology Co., Ltd.
|Qingxi Huang || || |
Name of Subscriber (please print), or
Name of authorized signatory
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Name of authorized signatory (please print)
Title of authorized signatory
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No.1601-6, 16F, Building B8, LuGuYuYuan, No. 27 Wenxuan Road, High-tech Zone, Changsha, China中国湖南省长沙高新开发区文轩路27号麓谷钰园B8栋广计量大厦16楼1601-6号
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Address of Subscriber (residence)
| || ||（86） ###-###-####|
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Telephone Number and e-mail address
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Social Security/Tax ID Number, if applicable