SUBSCRIPTION AGREEMENT CANCER THERAPEUTICS, INC. 210 West Hansell Street Thomasville, GA 31792 This Subscription Agreement (this “Agreement”) is entered into as of thedate set forth below next to Subscriber’s signature, by and between CANCERTHERAPEUTICS, INC., a Delaware corporation (the “Company” or “Issuer”), and theSubscriber, (hereafter, the “Subscriber”). 1. Subscription. The Subscriber hereby subscribes for _______________shares of common stock of the Company, par value $0.001 per share (the “Shares”)for the purchase price of fifty cents ($0.50) per Share. The Subscriber herebytenders to the Company the amount of _________________Dollars($________________) (the “Invested Amount”) as payment for these Shares. ThisAgreement is an irrevocable offer by the Subscriber to subscribe for thesecurities offered by the Company, and, subject to the terms hereof, shallbecome a contract for the sale of said securities upon the acceptance thereof bythe Company. 2. Acceptance. The Subscriber acknowledges that this Agreement is subjectto the Company’s discretionary right to accept or reject the subscriptionherein, in full or in part, and the Subscriber will be notified upon closing ofthe offering (the “Acceptance Date”) whether the Agreement has been accepted bythe Company. If this Agreement is rejected for any reason, the Company shallpromptly return to the Subscriber the Invested Amount submitted to the Companywith this Agreement without interest or deduction, and this SubscriptionAgreement shall be null, void and of no effect. Acceptance of this Agreement bythe Company will be evidenced by the execution hereof by an officer of theCompany 3. Warranties of Company. The Company hereby represents and warrants that: (a) The issuance of the Shares to the Subscriber upon the terms andconditions set forth herein has been authorized by all requisite corporateaction; (b) The Company is a corporation validly formed and existing in goodstanding as of the date hereof in the State of Delaware; and (c) Upon acceptance of this Agreement and delivery to the Subscriberof the stock certificate(s) representing the Shares, such Shares shall bevalidly issued, fully paid, and nonassessable. 4. Cancer Therapeutics, Inc. Prospectus. The Subscriber represents that ithas received a copy of Cancer Therapeutics, Inc.’s Prospectus dated__________________, 2005, including supplements and amendments thereto,concerning the operations and prospects for the Company (the “Prospectus”). 1 5. State of Residence or Domicile. The Subscriber represents that theSubscriber’s address of principal residence (for individual purchasers) orprincipal office (for non-individual purchasers) is as follows: ________________________________________________________________ Street Address ________________________________________________________________ City State Zip Code ________________________________________________________________ Tel. No Fax No. 6. Additional Representations of Subscriber. The Subscriber herebyrepresents and warrants that: (a) The Subscriber’s representations in this Agreement are completeand accurate to the best of the Subscriber’s knowledge, and the Company may relyupon them. The Subscriber will notify the Company immediately if any materialchange occurs in any of this information before the sale of the Shares isconsummated. (b) The Subscriber hereby agrees that the Subscriber does not have theright to cancel this Subscription Agreement, which shall survive the death,disability, or the cessation of existence as a legal entity, of the Subscriber.Further the Subscriber agrees that the Subscriber does not have the right, andwill not attempt, to transfer its interest herein. (c) This Agreement when executed and delivered by the Subscriber willconstitute a valid and legally binding obligation of the Subscriber, enforceablein accordance with its terms. The Subscriber, if it is a partnership, jointventure, corporation, trust or other entity, was not formed or organized for thespecific purpose of acquiring the Shares. The purchase of the Shares by theSubscriber, if it is an entity investor, is a permissible investment inaccordance with the Subscriber’s Articles of Incorporation, Bylaws, PartnershipAgreement, Declaration of Trust, or other similar charter document, and has beenduly approved by all requisite action by the entity’s owners, directors,officers or other authorized managers. The person(s) signing this document andall documents necessary to consummate the purchase of the Shares has allrequisite authority to sign such documents on behalf of the Subscriber, if it isan entity investor. 7. Execution of Subscription Agreement. The Subscriber represents that theSubscriber has executed this Agreement either personally or by its dulyauthorized representative and that the information that the Subscriber hasprovided herein is both accurate and complete. 8. Power of Attorney of Spouse. If the Subscriber is a married person, theSubscriber agrees to cause the Subscriber’s spouse to execute this Agreement atthe space provided for that spouse’s signature immediately following thesignature of the Subscriber, and by such signature hereto said spouse certifiesthat said spouse is the spouse of the person who signed this Agreement, thatsaid spouse has read and approves the provisions hereof and hereby consents andagrees to this Agreement and agrees to be bound by and accepts such provisionsof 2this Agreement in lieu of all other interests said spouse may hae in theCompany, whether such interests be community property or otherwise. Said spousegrants to the Subscriber irrevocable power of attorney to represent said spousein all matters connected with the Company to the end that, in all cases, theCompany may rely on any approval, direction, vote or action taken by theSubscriber, as said spouse’s attorney in fact. Such power of attorney is, andshall be deemed to be, coupled with an interest so that the authority grantedhereby may continue during the entire period of the Company and regardless ofthe death or incapacity of the spouse granting the same. Said spouse furtheragrees to execute, acknowledge and deliver such other and further instrumentsand documents as may be required to evidence such power of attorney. 9. Survival of Representations. The representations, warranties,acknowledgments and agreements made by the Subscriber shall survive theacceptance of this Agreement and run in favor of, and for the benefit of, theCompany. 10. Waiver. No waiver or modification of any of the terms of this Agreementshall be valid unless in writing. No waiver of a breach of, or default under,any provision hereof shall be deemed a waiver of such provision or of anysubsequent breach or default of the same or similar nature or of any otherprovision or condition of this Agreement. 11. Counterparts. This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument. 12. Notices. Except as otherwise required in this Agreement, any noticerequired or permitted under this Agreement shall be given in writing and shallbe deemed effectively given upon person delivery or upon deposit with the UnitedStates Post Office, by registered or certified mail, postage prepaid, addressedto the last known address of the party. 13. Non-assignability. The obligations of the Subscriber hereunder shallnot be delegated or assigned to any other party without the prior writtenconsent of the Company. 14. Entire Agreement. This Subscription Agreement constitutes the entireagreement among the parties hereto with respect to the subject matter hereof andsupersedes any prior or contemporaneous oral or written agreements orunderstandings with respect to the subject matter hereof.. 15. Amendments. This Agreement may be amended only in a writing that refersto this Agreement and that it is signed by both parties hereto. 16. Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Delaware. IN WITNESS WHEREOF, the Subscriber or its duly authorized representativehas executed this Agreement on the date set forth on the attached signaturepage. 3 [remainder of page intentionally left blank] 4 (Signature Page to Subscription Agreement with CANCER THERAPEUTICS, INC.) FOR INDIVIDUAL INVESTORS SIGNATURE OF INDIVIDUAL INVESTOR:____________________ ________________________________________________________Date Name (please print)____________________ ________________________________________________________Social Security No. Signature ________________________________________________________ (Street Address) ________________________________________________________ (City, State, Zip) ________________________________________________________ Telephone and Facsimile Numbers SIGNATURE OF INDIVIDUAL INVESTOR’S SPOUSE:___________________ ________________________________________________________Date Name (please print)___________________ ________________________________________________________Social Security No. SignatureInvested Amount:$__________________ Please make checks payable to: “CANCER THERAPEUTICS, INC.”Number of Shares Subscribed for Purchase: _____________________________________
ACCEPTANCE BY THE COMPANY This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC.as of (the “Acceptance Date”). By______________________________________________________ Its_____________________________________________________ 5 (Signature Page to Subscription Agreement with CANCER THERAPEUTICS, INC.) FOR JOINT INVESTORS SIGNATURES OF JOINT INVESTORS____________________ ________________________________________________________Date Name (please print)____________________ ________________________________________________________Social Security No. Signature ________________________________________________________ (Street Address) ________________________________________________________ (City, State, Zip) ________________________________________________________ Telephone and Facsimile Numbers____________________ ________________________________________________________Date Name (please print)____________________ ________________________________________________________Social Security No. Signature ________________________________________________________ (Street Address) ________________________________________________________ (City, State, Zip) ________________________________________________________ Telephone and Facsimile NumbersInvested Amount:$__________________ Please make checks payable to: CANCER THERAPEUTICS, INC.
ACCEPTANCE BY THE COMPANY This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC.as of (the “Acceptance Date”). By______________________________________________________ Its_____________________________________________________ 6 (Signature Page to Subscription Agreement with CANCER THERAPEUTICS, INC.) FOR ENTITY (CORPORATION, PARTNERSHIP, TRUST, or OTHER ENTITY) SIGNATURE OF ENTITY INVESTOR____________________ ________________________________________________________Date Print Entity Name____________________ ________________________________________________________Federal I.D. Number Type of Entity ________________________________________________________ Signature of Authorized Officer or Representative ________________________________________________________ Title of Authorized Officer or RepresentativeInvested Amount:$____________________ Please make checks payable to: “CANCER THERAPEUTICS, INC.” ACCEPTANCE BY THE COMPANY This Subscription Agreement is hereby accepted by CANCER THERAPEUTICS, INC.as of ______________________________ (the “Acceptance Date”). By______________________________________________________ Its_____________________________________________________ 7