mw 11/16/2007 |
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English
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN
DISTRIBUTORS) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933,
OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 IS
AVAILABLE.
This Offshore Securities Purchase Agreement (this "Agreement") is made by Synthetic Blood International, Inc., a
New Jersey corporation (the "Company"), and the purchaser identified on the signature page hereto, including its
successors and assigns, (the "Buyer"); and
WHEREAS, this Agreement is executed in reliance upon the transaction exemption afforded by Regulation S
("Regulation S") as promulgated by the Securities and Exchange Commission ("SEC"), under the Securities Act of
1933, as amended, (the "1933 Act"),
NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions hereinafter set forth the
parties hereto agree as follows:
1. SUBSCRIPTION
(a) The Buyer hereby subscribes for and purchases units, each unit consisting of one share of
the restricted common stock of the Company and a warrant to purchase one share of the restricted common stock of
the Company, the form of which is attached hereto as Exhibit A, at a price of $0.20 per unit or a total purchase price
of $ (U.S.). The common stock and warrants are collectively referred to as the "Securities."
(b) Buyer has deposited the purchase price by delivering good funds in United States Dollars to the Company. ... more>>