Blueprint





 














 Exhibit 10.2



 



SUBSCRIPTION AGREEMENT


 


Adgero
Biopharmaceuticals Holdings, Inc.


Adgero
Biopharmaceuticals, Inc.

301 N.
Harrison St., Suite 9F #459
Princeton, NJ
08540


 


Ladies
and Gentlemen:


 


1. Subscription. The undersigned (the
“Purchaser”), intending to be legally bound, hereby
irrevocably agrees to purchase from Adgero Biopharmaceuticals
Holdings, Inc., a Delaware corporation (the “Company”),
the number of units (the “Units”) set forth on the
signature page hereof at a purchase price of $5.00 per Unit. Each
Unit consists of (i) one share of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), and
(ii) a warrant (each, a “Warrant” and collectively, the
“Warrants”), to purchase one share of Common Stock at
an exercise price of $5.00 per share, with a minimum investment
amount of $250,000, provided a lower subscription amount may be
accepted at the discretion of the Company and the Placement Agent
(as defined below). The Units are being sold in the Offering (as
defined below), the initial closing of which will close
contemporaneously with the merger of Adgero Pharmaceuticals, Inc.
(“Adgero”) into a wholly-owned subsidiary of the
Company (the “Merger”) as more fully described in the
Memorandum (as defined below). This Subscription Agreement (this
“Subscription Agreement”) is one in a series of similar
subscription agreements (collectively, the “Subscription
Agreements”) entered into pursuant to the
Offering.


2. The Offering. This subscription is
submitted to you in accordance with and subject to the terms and
conditions described in this Subscription Agreement and the
Confidential Private Placement Memorandum of the Company dated
January 11, 2016, as amended or supplemented from time to time,
including all attachments, schedules and exhibits thereto (the
“Memorandum”), relating to the offering (the
“Offering”) by the Company of a minimum of 600,000
Units ($3,000,000) (“Minimum Offering Amount”), and up
to a maximum of 1,500,000 Units ($7,500,000) (“Maximum
Offering Amount”). In the event the Maximum Offering Amount
is sold, the Placement Agent (as defined below) and the Company
shall have the right to sell up to an additional 1,500,000 Units
($7,500,000) to cover over-allotments. Aegis Capital Corp. has been
engaged as exclusive placement agent in connection with the
Offering (“Aegis” or the “Placement
Agent”). The terms of the Offering are more completely
described in the Memorandum and such terms are incorporated herein
in their entirety.


3. Deliveries and Payment; Escrow of Funds.
Simultaneously with the execution hereof, the Purchaser shall: (a)
deliver to Aegis, in accordance with the Subscription Instructions
attached hereto, (i) one (1) completed and executed omnibus
signature page to this Subscription Agreement and the Registration
Rights Agreement (page 14), (ii) a completed Accredited Investor
Certification (pages 15-16), and (iii) a completed Investor Profile
(page 17); and (b) make a wire transfer payment to,
“Signature Bank, Escrow Agent for Adgero Biopharmaceuticals
Holdings, Inc.” in the full amount of the purchase price of
the Units being subscribed for in the Offering. Wire transfer
instructions are set forth on page 12 hereof under the heading
“To subscribe for Units in the private offering of Adgero
Biopharmaceuticals Holdings, Inc.” Such funds will be held
for the Purchaser's benefit in a non-interest-bearing escrow
account (the “Escrow Account”) until the earliest to
occur of (a) a closing of the sale of the Minimum Offering Amount
or more (the “First Closing”), (b) the rejection of
such subscription, or (c) the termination of the Offering by the
Company, Adgero or the Placement Agent. The Company, Adgero and the
Placement Agent may continue to offer and sell the Units and
conduct additional closings for the sale of additional Units after
the First Closing and until the termination of the
Offering.



 

1







 






 


4. Acceptance of Subscription. The
Purchaser understands and agrees that the Company and Adgero, in
their sole discretion, reserve the right to accept or reject this
or any other subscription for Units, in whole or in part,
notwithstanding prior receipt by the Purchaser of notice of
acceptance of this subscription. In furtherance of the foregoing,
the Company and Adgero shall have the right to require potential
subscribers to supply additional information and execute additional
documents in a satisfactory manner, which determination shall be at
the sole discretion of the Company and Adgero, prior to the
acceptance of this Subscription Agreement. The Company shall have
no obligation hereunder until the Company shall execute and deliver
to the Purchaser an executed copy of this Subscription Agreement.
If this subscription is rejected in whole, the Offering of Units is
terminated or the Minimum Offering Amount is not raised, all funds
received from the Purchaser will be returned without interest or
offset, and this Subscription Agreement shall thereafter be of no
further force or effect. If this subscription is rejected in part,
the funds for the rejected portion of this subscription will be
returned without interest or offset, and this Subscription
Agreement will continue in full force and effect to the extent this
subscription was accepted.


5. Representations and
Warranties.


The
Purchaser hereby acknowledges, represents, warrants, and agrees as
follows:


(a) None of the shares
of Common Stock or the shares of Common Stock issuable upon
exercise of the Warrants (the “Warrant Shares”) offered
pursuant to the Memorandum are registered under the Securities Act
of 1933, as amended (the “Securities Act”), or any
state securities laws. The Purchaser understands that the offering
and sale of the Units is intended to be exempt from registration
under the Securities Act, by virtue of Section 4(a)(2) thereof and
the provisions of Regulation D (“Regulation D”) as promulgated by the
United States Securities and Exchange Commission (the
“SEC”) thereunder, based, in part, upon the
representations, warranties and agreements of the Purchaser
contained in this Subscription Agreement;


(b) Prior to the
execution of this Subscription Agreement, the Purchaser and the
Purchaser's attorney, accountant, purchaser representative and/or
tax adviser, if any (collectively, the “Advisers”),
have received the Memorandum and all other documents requested by
the Purchaser, have carefully reviewed them and understand the
information contained therein;


(c) Neither the SEC nor
any state securities commission or other regulatory authority has
approved the Units, the Common Stock, the Warrants or the Warrant
Shares, or passed upon or endorsed the merits of the Offering or
confirmed the accuracy or determined the adequacy of the
Memorandum. The Memorandum has not been reviewed by any federal,
state or other regulatory authority;



 

2







 






(d) All documents,
records, and books pertaining to the investment in the Units
(including, without limitation, the Memorandum) have been made
available for inspection by such Purchaser and its Advisers, if
any;


(e) The Purchaser and
its Advisers, if any, have had a reasonable opportunity to ask
questions of and receive answers from a person or persons acting on
behalf of the Company concerning the offering of the Units and the
business, financial condition and results of operations of the
Company and Adgero, and all such questions have been answered to
the full satisfaction of the Purchaser and its Advisers, if
any;


(f) In evaluating the
suitability of an investment in the Company, the Purchaser has not
relied upon any representation or information (oral or written)
other than as stated in the Memorandum.


(g) The Purchaser is
unaware of, is in no way relying on, and did not become aware of
the Offering of the Units through or as a result of, any form of
general solicitation or general advertising including, without
limitation, any article, notice, advertisement or other
communication published in any newspaper, magazine or similar media
or broadcast over television, radio or the Internet (including,
without limitation, internet “blogs,” bulletin boards,
discussion groups and social networking sites) in connection with
the Offering and sale of the Units and is not subscribing for the
Units and did not become aware of the Offering of the Units through
or as a result of any seminar or meeting to which the Purchaser was
invited by, or any solicitation of a subscription by, a person not
previously known to the Purchaser in connection with investments in
securities generally;


(h) The Purchaser has
taken no action that would give rise to any claim by any person for
brokerage commissions, finders' fees or the like relating to this
Subscription Agreement or the transactions contemplated hereby
(other than commissions to be paid by the Company to the Placement
Agent or as otherwise described in the Memorandum);


(i) The Purchaser,
together with its Advisers, if any, has such knowledge and
experience in financial, tax, and business matters, and, in
particular, investments in securities, so as to enable it to
utilize the information made available to it in connection with the
Offering to evaluate the merits and risks of an investment in the
Units and the Company and to make an informed investment decision
with respect thereto;


(j) The Purchaser is
not relying on the Company, Adgero, the Placement Agent or any of
their respective employees or agents with respect to the legal,
tax, economic and related considerations of an investment in the
Units, and the Purchaser has relied on the advice of, or has
consulted with, only its own Advisers;


(k) The Purchaser is
acquiring the Units solely for such Purchaser's own account for
investment purposes only and not with a view to or intent of resale
or distribution thereof, in whole or in part. The Purchaser has no
agreement or arrangement, formal or informal, with any person to
sell or transfer all or any part of the Units, the shares of Common
Stock, the Warrants or the Warrant Shares, and the Purchaser has no
plans to enter into any such agreement or arrangement.



 

3







 






(l) The
Purchaser must bear the substantial economic risks of the
investment in the Units indefinitely because none of the securities
included in the Units may be sold, hypothecated or otherwise
disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from such
registration is available
. Legends shall be placed on the securities
included in the Units to the effect that they have not been
registered under the Securities Act or applicable state securities
laws and appropriate notations thereof will be made in the
Company's stock books. Stop transfer instructions will be placed
with the transfer agent of the Units. The Company has agreed that
purchasers of the Units will have, with respect to the shares of
Common Stock and the Warrant Shares, the registration rights
described in the Registration Rights Agreement. Notwithstanding
such registration rights, there can be no assurance that there will
be any market for resale of the Units, the Common Stock, the
Warrants or the Warrant Shares, nor can there be any assurance that
such securities will be freely transferable at any time in the
foreseeable future.


(m) The Purchaser has
adequate means of providing for such Purchaser's current financial
needs and foreseeable contingencies and has no need for liquidity
from its investment in the Units for an indefinite period of
time;


(n) The Purchaser is
aware that an investment in the Units is high risk, involving a
number of very significant risks and has carefully read and
considered the matters set forth under the caption “Risk
Factors” in the Memorandum, and, in particular, acknowledges
that Adgero has a limited operating history, significant operating
losses since inception, no revenues from operations to date,
limited assets and is engaged in a highly competitive
business;


(o) The Purchaser meets
the requirements of at least one of the suitability standards for
an “accredited investor” as that term is defined in
Regulation D and as set forth on the Accredited Investor
Certification contained herein;


(p) The Purchaser (i)
if a natural person, represents that the Purchaser has reached the
age of 21 and has full power and authority to execute and deliver
this Subscription Agreement and all other related agreements or
certificates and to carry out the provisions hereof and thereof;
(ii) if a corporation, partnership, or limited liability company or
partnership, or association, joint stock company, trust,
unincorporated organization or other entity, represents that such
entity was not formed for the specific purpose of acquiring the
Units, such entity is duly organized, validly existing and in good
standing under the laws of the state of its organization, the
consummation of the transactions contemplated hereby is authorized
by, and will not result in a violation of state law or its charter
or other organizational documents, such entity has full power and
authority to execute and deliver this Subscription Agreement and
all other related agreements or certificates and to carry out the
provisions hereof and thereof and to purchase and hold the
securities constituting the Units, the execution and delivery of
this Subscription Agreement has been duly authorized by all
necessary action, this Subscription Agreement has been duly
executed and delivered on behalf of such entity and is a legal,
valid and binding obligation of such entity; or (iii) if executing
this Subscription Agreement in a representative or fiduciary
capacity, represents that it has full power and authority to
execute and deliver this Subscription Agreement in such capacity
and on behalf of the subscribing individual, ward, partnership,
trust, estate, corporation, or limited liability company or
partnership, or other entity for whom the Purchaser is executing
this Subscription Agreement, and such individual, partnership,
ward, trust, estate, corporation, or limited liability company or
partnership, or other entity has full right and power to perform
pursuant to this Subscription Agreement and make an investment in
the Company, and represents that this Subscription Agreement
constitutes a legal, valid and binding obligation of such entity.
The execution and delivery of this Subscription Agreement will not
violate or be in conflict with any order, judgment, injunction,
agreement or controlling document to which the Purchaser is a party
or by which it is bound;



 

4







 






(q) The Purchaser and
the Advisers, if any, have had the opportunity to obtain any
additional information, to the extent the Company and/or Adgero
have such information in its possession or could acquire it without
unreasonable effort or expense, necessary to verify the accuracy of
the information contained in the Memorandum and all documents
received or reviewed in connection with the purchase of the Units
and have had the opportunity to have representatives of the Company
and Adgero provide them with such additional information regarding
the terms and conditions of this particular investment and the
financial condition, results of operations, business of the Company
and Adgero deemed relevant by the Purchaser or the Advisers, if
any, and all such requested information, to the extent the Company
or Adgero had such information in their possession or could acquire
it without unreasonable effort or expense, has been provided to the
full satisfaction of the Purchaser and the Advisers, if
any;


(r) Any information
which the Purchaser has heretofore furnished or is furnishing
herewith to the Company, Adgero or the Placement Agent is complete
and accurate and may be relied upon by the Company, Adgero and the
Placement Agent in determining the availability of an exemption
from registration under federal and state securities laws in
connection with the offering of securities as described in the
Memorandum. The Purchaser further represents and warrants that it
will notify and supply corrective information to the Company,
Adgero and the Placement Agent immediately upon the occurrence of
any change therein occurring prior to the Company's issuance of the
securities contained in the Units;


(s) The Purchaser has
significant prior investment experience, including investment in
non-listed and non-registered securities. The Purchaser is
knowledgeable about investment considerations in development-stage
companies with limited operating histories. The Purchaser has a
sufficient net worth to sustain a loss of its entire investment in
the Company in the event such a loss should occur. The Purchaser's
overall commitment to investments which are not readily marketable
is not excessive in view of the Purchaser’s net worth and
financial circumstances and the purchase of the Units will not
cause such commitment to become excessive. The investment is a
suitable one for the Purchaser;


(t) The Purchaser is
satisfied that the Purchaser has received adequate information with
respect to all matters which it or the Advisers, if any, consider
material to its decision to make this investment;


(u) The Purchaser
acknowledges that any estimates or forward-looking statements or
projections included in the Memorandum were prepared by the Company
and Adgero in good faith but that the attainment of any such
projections, estimates or forward-looking statements cannot be
guaranteed by the Company or Adgero and should not be relied
upon;



 

5







 






(v) No oral or written
representations have been made, or oral or written information
furnished, to the Purchaser or the Advisers, if any, in connection
with the Offering which are in any way inconsistent with the
information contained in the Memorandum;


(w) Within five (5)
days after receipt of a request from the Company, Adgero or any
Placement Agent, the Purchaser will provide such information and
deliver such documents as may reasonably be necessary to comply
with any and all laws and ordinances to which the Company, Adgero
or the Placement Agent is subject;


(x) The Purchaser's
substantive relationship with either Placement Agent or subagent
through which the Purchaser is subscribing for Units predates such
Placement Agent's or such subagent's contact with the Purchaser
regarding an investment in the Units;


(y) THE SECURITIES
OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH
LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE
SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS
SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL;


(z) In making an
investment decision investors must rely on their own examination of
the Company, Adgero and the terms of the Offering, including the
merits and risks involved. The Purchaser should be aware that it
will be required to bear the financial risks of this investment for
an indefinite period of time;


(aa) (For
ERISA plans only) The fiduciary of the ERISA plan (the
“Plan”) represents that such fiduciary has been
informed of and understands the Company’s investment
objectives, policies and strategies, and that the decision to
invest “plan assets” (as such term is defined in ERISA)
in the Company is consistent with the provisions of ERISA that
require diversification of plan assets and impose other fiduciary
responsibilities. The Purchaser fiduciary or Plan (a) is
responsible for the decision to invest in the Company; (b) is
independent of the Company or any of its affiliates; (c) is
qualified to make such investment decision; and (d) in making such
decision, the Purchaser fiduciary or Plan has not relied primarily
on any advice or recommendation of the Company or any of its
affiliates;



 

6







 






(bb) The
Purchaser should check the Office of Foreign Assets Control
(“OFAC”) website at <http://www.treas.gov/ofac>
before making the following representations. The Purchaser
represents that the amounts invested by it in the Company in the
Offering were not and are not directly or indirectly derived from
activities that contravene federal, state or international laws and
regulations, including anti-money laundering laws and regulations.
Federal regulations and Executive Orders administered by OFAC
prohibit, among other things, the engagement in transactions with,
and the provision of services to, certain foreign countries,
territories, entities and individuals. The lists of OFAC prohibited
countries, territories, persons and entities can be found on the
OFAC website at <http://www.treas.gov/ofac>. In addition, the
programs administered by OFAC (the “OFAC Programs”)
prohibit dealing with individuals1 or entities in
certain countries regardless of whether such individuals or
entities appear on the OFAC lists;


(cc) To
the best of the Purchaser’s knowledge, none of: (1) the
Purchaser; (2) any person controlling or controlled by the
Purchaser; (3) if the Purchaser is a privately-held entity, any
person having a beneficial interest in the Purchaser; or (4) any
person for whom the Purchaser is acting as agent or nominee in
connection with this investment is a country, territory, individual
or entity named on an OFAC list, or a person or entity prohibited
under the OFAC Programs. Please be advised that the Company may not
accept any amounts from a prospective investor if such prospective
investor cannot make the representation set forth in the preceding
paragraph. The Purchaser agrees to promptly notify the Company,
Adgero and the Placement Agent should the Purchaser become aware of
any change in the information set forth in these representations.
The Purchaser understands and acknowledges that, by law, the
Company may be obligated to “freeze the account” of the
Purchaser, either by prohibiting additional subscriptions from the
Purchaser, declining any redemption requests and/or segregating the
assets in the account in compliance with governmental regulations,
and the Placement Agent may also be required to report such action
and to disclose the Purchaser’s identity to OFAC. The
Purchaser further acknowledges that the Company may, by written
notice to the Purchaser, suspend the redemption rights, if any, of
the Purchaser if the Company reasonably deems it necessary to do so
to comply with anti-money laundering regulations applicable to the
Company and the Placement Agent or any of the Company’s other
service providers. These individuals include specially designated
nationals, specially designated narcotics traffickers and other
parties subject to OFAC sanctions and embargo
programs;

(dd) To
the best of the Purchaser’s knowledge, none of: (1) the
Purchaser; (2) any person controlling or controlled by the
Purchaser; (3) if the Purchaser is a privately-held entity, any
person having a beneficial interest in the Purchaser; or (4) any
person for whom the Purchaser is acting as agent or nominee in
connection with this investment is a senior foreign political
figure,2 or any immediate
family3
member or close
associate4 of a senior
foreign political figure, as such terms are defined in the
footnotes below; and

 







1 These individuals include specially
designated nationals, specially designated narcotics traffickers
and other parties subject to OFAC sanctions and embargo
programs.


2 A “senior foreign political
figure” is defined as a senior official in the executive,
legislative, administrative, military or judicial branches of a
foreign government (whether elected or not), a senior official of a
major foreign political party, or a senior executive of a foreign
government-owned corporation. In addition, a “senior foreign
political figure” includes any corporation, business or other
entity that has been formed by, or for the benefit of, a senior
foreign political figure.



3 “Immediate family” of a
senior foreign political figure typically includes the
figure’s parents, siblings, spouse, children and
in-laws.






 

7







 





(ee) If
the Purchaser is affiliated with a non-U.S. banking institution (a
“Foreign Bank”), or if the Purchaser receives deposits
from, makes payments on behalf of, or handles other financial
transactions related to a Foreign Bank, the Purchaser represents
and warrants to the Company that: (1) the Foreign Bank has a fixed
address, other than solely an electronic address, in a country in
which the Foreign Bank is authorized to conduct banking activities;
(2) the Foreign Bank maintains operating records related to its
banking activities; (3) the Foreign Bank is subject to inspection
by the banking authority that licensed the Foreign Bank to conduct
banking activities; and (4) the Foreign Bank does not provide
banking services to any other Foreign Bank that does not have a
physical presence in any country and that is not a regulated
affiliate.


6. Lockup. (A) The Purchaser hereby
acknowledges and agrees to the contractual restriction on transfer
that will be applicable to the shares of Common Stock and the
Warrant Shares as set forth in Section 3(f) of the Registration
Rights Agreement, whether or not it becomes a party to the
Registration Rights Agreement.


(B)
Notwithstanding paragraph (A), if the Purchaser is an affiliate of
the Company, Holdings or the Placement Agent (together an
“Affiliate Purchaser”), such Affiliate Purchaser
acknowledges and agrees that he will not become a party to the
Registration Rights Agreement, and that he will be required to
execute a Lock Up Agreement on terms to be provided to
him.


 


7. Indemnification. The Purchaser agrees to
indemnify and hold harmless the Company, Adgero, the Placement
Agent (including its selected dealers, if any), and their
respective officers, directors, employees, agents, control persons
and affiliates from and against all losses, liabilities, claims,
damages, costs, fees and expenses whatsoever (including, but not
limited to, any and all expenses incurred in investigating,
preparing or defending against any litigation commenced or
threatened) based upon or arising out of any actual or alleged
false acknowledgment, representation or warranty, or
misrepresentation or omission to state a material fact, or breach
by the Purchaser of any covenant or agreement made by the Purchaser
herein or in any other document delivered in connection with this
Subscription Agreement.


8. Irrevocability; Binding Effect. The
Purchaser hereby acknowledges and agrees that the subscription
hereunder is irrevocable by the Purchaser, except as required by
applicable law, and that this Subscription Agreement shall survive
the death or disability of the Purchaser and shall be binding upon
and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives, and permitted
assigns. If the Purchaser is more than one person, the obligations
of the Purchaser hereunder shall be joint and several and the
agreements, representations, warranties, and acknowledgments herein
shall be deemed to be made by and be binding upon each such person
and such person's heirs, executors, administrators, successors,
legal representatives, and permitted assigns.


 








 



4 A “close associate” of a senior
foreign political figure is a person who is widely and publicly
known to maintain an unusually close relationship with the senior
foreign political figure, and includes a person who is in a
position to conduct substantial domestic and international
financial transactions on behalf of the senior foreign political
figure.





 

8







 






9. Modification. This Subscription
Agreement shall not be modified or waived except by an instrument
in writing signed by the party against whom any such modification
or waiver is sought.


10. Immaterial Modifications to the Registration
Rights Agreement. The Company may, at any time prior to the
First Closing, modify the Registration Rights Agreement if
necessary to clarify any provision therein, without first providing
notice or obtaining prior consent of the Subscriber, if, and only
if, such modification is not material in any respect.


11. Notices. Any notice or other
communication required or permitted to be given hereunder shall be
in writing and shall be deemed effectively given: (a) upon personal
delivery to the party notified, (b) when sent by confirmed email or
facsimile if sent during normal business hours of the recipient, or
if not confirmed, then on the next business day, (c) five days
after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one day after deposit
with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. The Company and the
Purchaser hereby consent to the delivery of communications and
notices to such parties at their respective address, email or
facsimile number set forth on the signature page hereto, or to such
other address as such party shall have furnished in writing in
accordance with the provisions of this Section 11.


12. Assignability. This Subscription
Agreement and the rights, interests and obligations hereunder are
not transferable or assignable by the Purchaser and the transfer or
assignment of the shares of Common Stock or the Warrants shall be
made only in accordance with all applicable laws.


13. Applicable
Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of New York
applicable to contracts to be wholly-performed within said
State.


14. Arbitration.
The parties agree to submit all controversies to arbitration in
accordance with the provisions set forth below and understand
that:


(a) Arbitration is
final and binding on the parties.


(b) The parties are
waiving their right to seek remedies in court, including the right
to a jury trial.


(c) Pre-arbitration
discovery is generally more limited and different from court
proceedings.


(d) The arbitrator's
award is not required to include factual findings or legal
reasoning and any party's right to appeal or to seek modification
of rulings by arbitrators is strictly limited.


(e) The panel of
arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.



 

9







 






(f) All
controversies which may arise between the parties concerning this
Subscription Agreement shall be determined by arbitration pursuant
to the rules then pertaining to the Financial Industry Regulatory
Authority (“FINRA”) in New York City, New York.
Judgment on any award of any such arbitration may be entered in the
Supreme Court of the State of New York or in any other court having
jurisdiction of the person or persons against whom such award is
rendered. Any notice of such
arbitration or for the confirmation of any award in any arbitration
shall be sufficient if given in accordance with the provisions of
this Agreement. The parties agree that the determination of the
arbitrators shall be binding and conclusive upon them.


15. Blue Sky Qualification. The purchase of
Units under this Subscription Agreement is expressly conditioned
upon the exemption from qualification of the offer and sale of the
Units from applicable federal and state securities laws. The
Company shall not be required to qualify this transaction under the
securities laws of any jurisdiction and, should qualification be
necessary, the Company shall be released from any and all
obligations to maintain its offer, and may rescind any sale
contracted, in the jurisdiction.


16. Use of Pronouns. All pronouns and any
variations thereof used herein shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of
the person or persons referred to may require.


17. Confidentiality. The Purchaser
acknowledges and agrees that any information or data the Purchaser
has acquired from or about the Company or Adgero, not otherwise
properly in the public domain, was received in confidence. The
Purchaser agrees not to divulge, communicate or disclose, except as
may be required by law or for the performance of this Agreement, or
use to the detriment of the Company or Adgero or for the benefit of
any other person or persons, or misuse in any way, any confidential
information of the Company or Adgero, including any scientific,
technical, trade or business secrets of the Company or Adgero and
any scientific, technical, trade or business materials that are
treated by the Company or Adgero as confidential or proprietary,
including, but not limited to, ideas, discoveries, inventions,
developments and improvements belonging to the Company or Adgero
and confidential information obtained by or given to the Company or
Adgero about or belonging to third parties.


18. Miscellaneous.


(a) This Subscription
Agreement, together with the Registration Rights Agreement,
constitute the entire agreement between the Purchaser and the
Company with respect to the subject matter hereof and supersede all
prior oral or written agreements and understandings, if any,
relating to the subject matter hereof. The terms and provisions of
this Subscription Agreement may be waived, or consent for the
departure therefrom granted, only by a written document executed by
the party entitled to the benefits of such terms or
provisions.


(b) The representations
and warranties of the Company and the Purchaser made in this
Subscription Agreement shall survive the execution and delivery
hereof and delivery of the shares of Common Stock and Warrants
contained in the Units.



 

10







 






(c) Each of the parties
hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such
party) in connection with this Subscription Agreement and the
transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated.


(d) This Subscription
Agreement may be executed in one or more counterparts each of which
shall be deemed an original, but all of which shall together
constitute one and the same instrument.


(e) Each provision of
this Subscription Agreement shall be considered separable and, if
for any reason any provision or provisions hereof are determined to
be invalid or contrary to applicable law, such invalidity or
illegality shall not impair the operation of or affect the
remaining portions of this Subscription Agreement.


(f) Paragraph titles
are for descriptive purposes only and shall not control or alter
the meaning of this Subscription Agreement as set forth in the
text.


(g) The Purchaser
understands and acknowledges that there may be multiple closings
for this Offering.


19. Omnibus Signature Page. This
Subscription Agreement is intended to be read and construed in
conjunction with the Registration Rights Agreement pertaining to
the issuance by the Company of the shares of Common Stock and
Warrants to subscribers pursuant to the Memorandum. Accordingly,
pursuant to the terms and conditions of this Subscription Agreement
and such related agreements it is hereby agreed that the execution
by the Purchaser of this Subscription Agreement, in the place set
forth herein, shall constitute agreement to be bound by the terms
and conditions hereof and the terms and conditions of the
Registration Rights Agreement, with the same effect as if each of
such separate but related agreement were separately
signed.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 







 

11








 






 



PRIVATE PLACEMENT OFFERING OF



ADGERO BIOPHARMACEUTICALS HOLDINGS, INC.


 



SUBSCRIPTION INSTRUCTIONS


 



To subscribe for Units in the private offering of Adgero
Biopharmaceuticals Holdings,
Inc.:


 


1. Date
and Fill in the
dollar amount of Units being purchased and Complete and Sign the Omnibus Signature
Page to the Subscription Agreement and the Registration Rights
Agreement (page 14).


 


2. Initial
the Accredited Investor Certification page attached to the
Subscription Agreement (page 15-16).


 


3. Complete
and return the Investor Profile (page 17).


 

4. 
Fax or e-mail all forms to Tierney S.
Picardal at 347-772-3121/Tierney@sternaegis.com and then send
all signed original documents to:


 


Aegis
Capital Corp.


810
Seventh Avenue – 18th Floor


New
York, NY 10019


Attention:
Tierney S. Picardal


 


5. Please
wire funds directly to the escrow account pursuant to the following
instructions (unless other arrangements have been made); checks
cannot be accepted:


 


Bank
Name: Signature Bank


 


ABA
Number:


 


A/C Name: Signature Bank, as Agent For Adgero
Biopharmaceuticals Holdings,
Inc.


 


A/C
Number:


FBO:
Investor
Name                                                                            



SSN/TIN                
               
 
                                                     





Address                
                 
  
                                                     




 




 

12








 






 



ANTI MONEY LAUNDERING REQUIREMENTS


 


 


	


The USA PATRIOT Act

	
 

	


What is money laundering?

	
 

	


How big is the problem and why is it important?


	

 


The
USA PATRIOT Act is designed to detect, deter, and punish terrorists
in the United States and abroad. The Act imposes new anti-money
laundering requirements on brokerage firms and financial
institutions. Since April 24, 2002 all brokerage firms have been
required to have new, comprehensive anti-money laundering
programs.


 


To
help you understand these efforts, we want to provide you with some
information about money laundering and the Placement Agent’s
efforts to implement the USA PATRIOT Act.

	
 

	

 


Money
laundering is the process of disguising illegally obtained money so
that the funds appear to come from legitimate sources or
activities. Money laundering occurs in connection with a wide
variety of crimes, including illegal arms sales, drug trafficking,
robbery, fraud, racketeering, and terrorism.

	
 

	

 


The
use of the U.S. financial system by criminals to facilitate
terrorism or other crimes could well taint our financial markets.
According to the U.S. State Department, one recent estimate puts
the amount of worldwide money laundering activity at $1 trillion a
year.







 


	


What each Placement Agent is required to do to help eliminate money
laundering?


	

 


Under
new rules required by the USA PATRIOT Act, the Placement
Agent’s anti-money laundering program must designate a
special compliance officer, set up employee training, conduct
independent audits, and establish policies and procedures to detect
and report suspicious transaction and ensure compliance with the
new laws.

	
 

	

 


As
part of the Placement Agent’s required program, it may ask
you to provide various identification documents or other
information. Until you provide the information or documents that
the Placement Agent needs, it may not be able to effect any
transactions for you.







 




 

13








 










 



ADGERO BIOPHARMACEUTICALS HOLDINGS,
INC.


OMNIBUS
SIGNATURE PAGE TO THE


SUBSCRIPTION
AGREEMENT


AND
REGISTRATION RIGHTS AGREEMENT


Subscriber
hereby elects to subscribe under the Subscription Agreement for a
total of $_________ of Units at a price of $5.00 per Unit (NOTE: to
be completed by subscriber) and, by execution and delivery hereof
(return one (1) original), Subscriber hereby executes the
Subscription Agreement and agrees to be bound by the terms and
conditions of the Subscription Agreement and the Registration
Rights Agreement.


 


If the
Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as
TENANTS IN COMMON, or as COMMUNITY PROPERTY:


 


____________________________                            
______________________________


Print
Name(s)                                                                Social
Security Number(s)


 


___________________________                              
______________________________


Signature(s)
of
Subscriber(s)                                      
Signature


 


____________________________                             
______________________________


Date                                                    
                 
         Address


 


If the
Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY,
IRA or TRUST:


 


____________________________                              
______________________________


Name
of
Entity                                                              
Federal Taxpayer


              
Identification
Number


 


By:_________________________                              
______________________________


Name:                                                                  
State of Organization


Title:


 


____________________________                             
______________________________


Date                                                                               
Address


 


____________________________                            
______________________________


Fax
Number                                                                 
Email Address


 


	
 

	ADGERO
BIOPHARMACEUTICALS HOLDINGS, INC.	
 

	
AEGIS CAPITAL CORP.
	
 

	
 

	
 

	
 


	
 

	By:__________________________ 

	
 

	By:__________________________ 
	
 

	   
    Authorized Officer	

 

	   
    Authorized Officer

	
 

	 	

 

	 

	
 

	ADGERO BIOPHARMACEUTICALS,
INC.	

 

	 

	
 

	 	

 

	 

	
 

	By:__________________________  	

 

	 

	
 

	   
    Authorized Officer	

 

	 



 


 




 

14








 






 


ADGERO BIOPHARMACEUTICALS HOLDINGS,
INC.



ACCREDITED INVESTOR CERTIFICATION


 



For Individual Investors Only



(all Individual Investors must INITIAL where
appropriate):


 



Initial _______ 

I have an
individual net worth, or joint net worth with my spouse, as of the
date hereof in excess of $1 million. For purposes of calculating
net worth under this category, (i) the undersigned’s primary
residence shall not be included as an asset, (ii) indebtedness that is secured by the
undersigned’s primary residence, up to the estimated fair
market value of the primary residence at the time of the sale of
securities, shall not be included as a liability, (iii) to
the extent that the indebtedness that is secured by the primary
residence is in excess of the fair market value of the primary
residence, the excess amount shall be included as a liability, and
(iv) if the amount of outstanding indebtedness that is secured by
the primary residence exceeds the amount outstanding 60 days prior
to the execution of this Subscription Agreement, other than as a
result of the acquisition of the primary residence, the amount of
such excess shall be included as a liability.






 



Initial _______ 

I have had an
annual gross income for the past two years of at least $200,000 (or
$300,000 jointly with my spouse) and expect my income (or joint
income, as appropriate) to reach the same level in the current
year.






 



Initial _______ 

I am a director or
executive officer of Adgero Biopharmaceuticals Holdings,
Inc.






 


For
Non-Individual Investors


(all
Non-Individual Investors must INITIAL where
appropriate):


 



Initial _______ 

The investor
certifies that it is a partnership, corporation, limited liability
company or business trust that is 100% owned by persons who meet at
least one of the criteria for Individual Investors set forth
above.






 



Initial _______ 

The investor
certifies that it is a partnership, corporation, limited liability
company or any organization described
in Section 501(c)(3) of the Internal Revenue Code,
Massachusetts or similar business trust that has total
assets of at least $5 million and was not formed for the purpose of
investing the Company.






 



Initial _______ 

The investor
certifies that it is an employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974, whose investment decision is
made by a plan fiduciary (as defined in ERISA §3(21)) that is
a bank, savings and loan association, insurance company or
registered investment adviser.






 



 

15







 






 


 



Initial _______ 

The investor
certifies that it is an employee benefit plan whose total assets
exceed $5,000,000 as of the date of this Agreement.






 



Initial _______ 

The undersigned
certifies that it is a self-directed employee benefit plan whose
investment decisions are made solely by persons who meet either of
the criteria for Individual Investors.






 



Initial _______ 

The investor
certifies that it is a U.S. bank, U.S. savings and loan association
or other similar U.S. institution acting in its individual or
fiduciary capacity.






 



Initial _______ 

The undersigned
certifies that it is a broker-dealer registered pursuant to
§15 of the Securities Exchange Act of 1934.






 



Initial _______ 

The investor
certifies that it is an organization described in §501(c)(3)
of the Internal Revenue Code with total assets exceeding $5,000,000
and not formed for the specific purpose of investing in the
Company.






 



Initial _______ 

The investor
certifies that it is a trust with total assets of at least
$5,000,000, not formed for the specific purpose of investing in the
Company, and whose purchase is directed by a person with such
knowledge and experience in financial and business matters that he
is capable of evaluating the merits and risks of the prospective
investment.






 



Initial _______ 

The investor
certifies that it is a plan established and maintained by a state
or its political subdivisions, or any agency or instrumentality
thereof, for the benefit of its employees, and which has total
assets in excess of $5,000,000.






 



Initial _______ 

The investor
certifies that it is an insurance company as defined in §2(13)
of the Securities Act, or a registered investment
company.






 



Initial _______ 

An investment company registered under the
Investment Company Act of 1940 or a business development company as
defined in Section 2(a)(48) of that Act.






 



Initial _______ 

A
Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958.






 



Initial _______ 

A
private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of
1940.






 


 




 

16








 







ADGERO BIOPHARMACEUTICALS HOLDINGS, INC.


Investor Profile (Must be completed by
Investor)


 



Section A - Personal Investor Information


For
All Purchasers


Certificate
Title:
______________________________________________________________________________


Individual(s)
executing this subscription:
__________________________________________________________


Social
Security Number(s) / Entity Federal I.D. Number:
______________________________________________


Date(s)
of Birth: ______________


Marital
Status: ______________


Years
Investment Experience: ______________


Aegis
Capital Account Executive or Outside Broker/Dealer:
______________


Check
if you are a FINRA member or affiliate of a FINRA member firm:
____


Check
Investment Objective(s) (See definitions on following page):
____Preservation of Capital ____Income


____Capital
Appreciation ____Trading Profits ____Speculation ____Other (please
specify)


 



For Purchasers as Individual or as Joint Tenants, Tenants in
Common, and Community Property


Annual
Income(s):                                 ___________________                                               


Liquid
Net Worth(s): _________________


Net
Worth(s) (excluding value of primary residence):
________________


Select
Tax Bracket(s): ____ 15% or below ____ 25% - 27.5% ____ Over
27.5%


 



For All Purchasers, by the Primary Contact


Home
Street Address:
______________________________________________________________________


Home
City, State & Zip Code:
_______________________________________________________________


Home
Phone: ___________________ Home Fax: _________________Home Email:
____________________


Employer:
___________________________________


Type of
Business: _____________________________


Employer Street
Address:
___________________________________________________________________


Employer City,
State & Zip Code:
____________________________________________________________


Bus.
Phone: _____________________Bus. Fax: ___________________Bus.
Email: ____________________


 


For
All Purchasers


If you
are a United
States citizen, please list the number and jurisdiction of
issuance of any other government-issued document evidencing
residence and bearing a photograph or similar safeguard (such as a
driver’s license or passport), and provide a photocopy of
each of the documents you have listed.


If you
are NOT
a United States
citizen, for each jurisdiction of which you are a citizen or
in which you work or reside, please list (i) your passport number
and country of issuance or (ii) alien identification card number
AND (iii) number
and country of issuance of any other government-issued document
evidencing nationality or residence and bearing a photograph or
similar safeguard, and provide a photocopy of each of these
documents you have listed. These photocopies must be certified by a
lawyer as to authenticity.


Government-Issued
Identification Document Number(s) and
Jurisdiction(s):___________________________



Please provide a legible photocopy of your Identification
Document(s) along with your subscription


 



Section B – Securities Delivery Instructions


____
Please deliver securities to the Employer Address listed in Section
A.


____
Please deliver securities to the Home Address listed in Section
A.


____
Please deliver securities to the following address:
_____________________________________________


 



Section C –Wire Transfer Instructions


____ I
will wire funds from my outside account according to the
“Subscription Instructions” Page.


____ I
will wire funds from my Aegis Capital Account.


____The
funds for this investment are rolled over, tax deferred from
__________ within the allowed 60 day window.


 


_________________________                                                                                                            ______________________


Investor
Signature                                                                                                 Date


_________________________                                                                                                            ______________________


Investor
Signature                                                                                                 Date


 




 

17








 






 


Investment Objectives: The typical
investment listed with each objective are only some examples of the
kinds of investments that have historically been consistent with
the listed objectives. However, neither Adgero Biopharmaceuticals
Holdings, Inc., Adgero Biopharmaceuticals, Inc., nor Aegis Capital
Corp. can assure that any investment will achieve your intended
objective. You must make your own investment decisions and
determine for yourself if the investments you select are
appropriate and consistent with your investment
objectives.


 


Neither
Adgero Biopharmaceuticals Holdings, Inc., Adgero
Biopharmaceuticals, Inc., nor Aegis Capital Corp. assumes
responsibility to you for determining if the investments you
selected are suitable for you.


 



Preservation of Capital: An investment objective of
Preservation of Capital
indicates you seek to maintain the principal value of your
investments and are interested in investments that have
historically demonstrated a very low degree of risk of loss of
principal value. Some examples of typical investments might include
money market funds and high quality, short-term fixed income
products.


 



Income: An investment objective of Income indicates you seek to generate
income from investments and are interested in investments that have
historically demonstrated a low degree of risk of loss of principal
value. Some examples of typical investments might include high
quality, short and medium-term fixed income products, short-term
bond funds and covered call options.


 



Capital Appreciation: An investment objective of
Capital Appreciation
indicates you seek to grow the principal value of your investments
over time and are willing to invest in securities that have
historically demonstrated a moderate to above average degree of
risk of loss of principal value to pursue this objective. Some
examples of typical investments might include common stocks, lower
quality, medium-term fixed income products, equity mutual funds and
index funds.


 



Trading Profits: An investment objective of Trading Profits indicates you seek to
take advantage of short-term trading opportunities, which may
involve establishing and liquidating positions quickly. Some
examples of typical investments might include short-term purchases
and sales of volatile or low priced common stocks, put or call
options, spreads, straddles and/or combinations on equities or
indexes. This is a high-risk strategy.


 



Speculation: An investment objective of Speculation indicates you seek a
significant increase in the principal value of your investments and
are willing to accept a corresponding greater degree of risk by
investing in securities that have historically demonstrated a high
degree of risk of loss of principal value to pursue this objective.
Some examples of typical investments might include lower quality,
long-term fixed income products, initial public offerings, volatile
or low priced common stocks, the purchase or sale of put or call
options, spreads, straddles and/or combinations on equities or
indexes, and the use of short-term or day trading
strategies.


 



Other: Please specify.


 




 

18