Blueprint






Exhibit 10.32













 



SUBSCRIPTION AGREEMENT


 


 


Adgero
Biopharmaceuticals Holdings, Inc.


3
Davenport Drive


Princeton
Junction, NJ 08550


 


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, substantially in the form
attached hereto as Exhibit
A.


2. The Offering. This subscription
agreement is submitted to you in accordance with and subject to the
terms and conditions described in this agreement, as amended or
supplemented from time to time, including all attachments,
schedules and exhibits thereto (collectively, the
“Subscription Agreement”), relating to the offering
(the “Offering”) by the Company to you of up to 400,000
Units ($2,000,000) (the “Offering
Amount”).


3. Deliveries and Payment. Simultaneously
with the execution hereof, the Purchaser shall: (a) deliver to the
Company, in accordance with the Subscription Instructions attached
hereto, (i) one (1) completed and executed signature page to this
Subscription Agreement (page 16), (ii) a completed Accredited
Investor Certification (pages 17-18), (iii) a completed Investor
Profile (page 19) and (iv) an appropriate Internal Revenue Service
Form for U.S. Persons or Non-U.S. Persons; and (b) on a date agreed
to by purchaser and the Company make a wire transfer payment to,
“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 14
hereof under the heading “To subscribe for Units in the
private offering of Adgero Biopharmaceuticals Holdings,
Inc.”


4. Acceptance of Subscription. By its
execution of this Subscription Agreement, the Company hereby
accepts this subscription for Units by the Purchaser subject to and
in accordance with the terms and conditions of this Subscription
Agreement.


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 this Subscription Agreement 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 all other documents requested by the Purchaser, have
carefully reviewed them and understand the information contained
therein. In addition, the Purchaser and its Advisors, if any, have
reviewed this Subscription Agreement, including the exhibit hereto
consisting of Exhibit
A – Form of Investor Warrant.


(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 this
Subscription Agreement. This Subscription Agreement has not been
reviewed by any federal, state or other regulatory
authority;


(d) All documents,
records, and books pertaining to the investment in the Units have
been made available for inspection by the 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 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 this Subscription Agreement.


(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 fees to be paid by the Company to Aegis Capital Corp.
(“Aegis”), an entity acting as an introducing party in
connection with this Offering, such fees being limited to (i) a
cash fee equal to 10% of the gross proceeds of this Offering, (ii)
issuance to Aegis (or its designees) of warrants exercisable for
that number of shares of Common Stock equaling 10% of the number of
shares of Common Stock (x) included in the Units at an exercise
price of $5.00 per share and (y) issuable upon exercise of the
Warrants at an exercise price of $5.00 per share, and (iii) a
non-accountable expense allowance of 3% of the gross proceeds of
this Offering, or as otherwise described herein);



 

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(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 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.


(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. 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, in particular, acknowledges
that the Company 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;



 

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(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, subject to the completion of the Required PRC Regulatory
Procedures, 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;


(q) The Purchaser and
the Advisers, if any, have had the opportunity to obtain any
additional information, to the extent the Company has had such
information in its possession or could acquire it without
unreasonable effort or expense, necessary to verify the accuracy of
the information contained herein 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 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 deemed relevant by the
Purchaser or the Advisers, if any, and all such requested
information, to the extent the Company had such information in its
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 is complete and accurate and may be relied
upon by the Company in determining the availability of an exemption
from registration under federal and state securities laws in
connection with the offering of securities. The Purchaser further
represents and warrants that it will notify and supply corrective
information to the Company immediately upon the occurrence of any
change therein occurring prior to the Company's issuance of the
securities contained in the Units;



 

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(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 herein were prepared by the Company in good
faith but that the attainment of any such projections, estimates or
forward-looking statements cannot be guaranteed by the Company and
should not be relied upon;


(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 herein;


(w) Within five (5)
days after receipt of a request from the Company, 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 is subject;


(x) 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;


(y) In making an
investment decision investors must rely on their own examination of
the Company 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;



 

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(z) (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;


(aa) 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;



(bb) 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
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
Company 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 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;

 







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

 



 

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(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 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


(dd) 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.


The
Company hereby represents and warrants as follows:

(a)           
The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease and
operate its properties and assets and to conduct its business as
presently conducted. The Company is duly qualified to do business
and is in good standing in each jurisdiction in which the character
of the properties it owns, operates or leases or the nature of its
activities makes such qualification necessary. Copies of the
Company’s certificate of incorporation and bylaws, as
currently in effect, have been made available the Purchaser and are
accurate and complete as of the date of this Subscription
Agreement. The Company is not in violation of its certificate of
incorporation or bylaws.


(b)           The
Company has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Subscription
Agreement and the certificate representing the Warrants. The
execution, delivery and performance of this Subscription Agreement
and the certificate representing the Warrants, the issuance and
sale of the Units, the Common Stock, the Warrants and the Warrant
Shares and the consummation of the other transactions contemplated
hereby have been duly authorized by all necessary action on the
part of the Company. The Company has duly and validly executed and
delivered this Subscription Agreement and the certificate
representing the Warrants issuable to the Purchaser. This
Subscription Agreement and the certificate representing the
Warrants each constitute the valid and binding obligation of the
Company, enforceable against the Company in accordance with its
terms, except to the extent that the enforceability thereof may be
limited by (i) applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws from time to
time in effect and (ii) general principles of
equity.







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.



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.

 



 

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(c)           Neither
the execution, delivery and performance of this Subscription
Agreement or the certificate representing the Warrants by the
Company, nor the consummation of the transactions contemplated
hereby or thereby, including the exercise of the Warrants in
accordance with their terms and the issuance of Warrant Shares by
the Company upon such exercise, will (i) conflict with or violate
the certificate of incorporation or bylaws of the Company, or any
resolution adopted by the stockholders or board of directors of the
Company, (ii) result in (with or without notice or lapse of time or
both) a breach or default under or create in any person the right
to terminate, cancel, accelerate or modify, or require any notice,
consent or waiver under, any contract or agreement to which the
Company is a party or by which the Company or any of its properties
or assets is otherwise bound or affected, (iii) result in the
imposition of any lien or encumbrances on any of the properties or
assets of the Company, (iv) violate any law, judgment or
governmental authorization applicable to the Company or its
business, properties or assets, or (v) require the Company to
obtain any consent or governmental authorization or make any filing
or registration with any governmental authority or other person,
that would not, singly or in the aggregate, reasonably be expected
to have a material adverse effect.


(d)           The
attached schedule sets forth the authorized and issued and
outstanding shares of Common Stock and outstanding Warrants of the
Company as of the date of this Subscription Agreement. Except as
set forth on the attached schedule, (i) there are no equity
interests of any class of the Company, or any security exchangeable
into or exercisable for such equity interests, authorized, issued,
reserved for issuance or outstanding and (ii) there are no options,
warrants, equity securities, calls, rights or other contracts or
agreements to which the Company is a party or by which the Company
is bound obligating the Company to issue, exchange, transfer,
deliver or sell, or cause to be issued, exchanged, transferred,
delivered or sold, additional equity interests of the Company or
any security or rights convertible into or exchangeable or
exercisable for any such equity interests, or obligating the
Company to grant, extend, accelerate the vesting of, change the
price of, otherwise modify or amend or enter into any such option,
warrant, equity security, call, right, contract or agreement.
Except as set forth on the attached schedule, there are no
outstanding or authorized stock appreciation, phantom stock, profit
participation or similar rights with respect to the Company. Except
as set forth on the attached schedule, there are no contracts or
agreements to which the Company or any affiliate of the Company is
a party or by which the Company or any affiliate of the Company is
bound with respect to the voting (including voting trusts or
proxies), registration under the Securities Act or any foreign
securities law, or the sale or transfer (including contracts or
agreements imposing transfer restrictions) of shares of Common
Stock or any other equity interests of the Company. Except as set
forth on the attached schedule, no holder of indebtedness of the
Company has any right to convert or exchange such indebtedness for
any equity interest the Company. Except as set forth on the
attached schedule, no holder of indebtedness of the Company has any
rights to vote for the election of directors of the Company or to
vote on any other matter. Except as set forth on the attached
schedule, there are no obligations, contingent or otherwise, of the
Company to repurchase, redeem or otherwise acquire any equity
interests in the Company.



 

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(e)           All
of the shares of Common Stock are or have been, and all of the
Warrant Shares, when issued, will be, duly authorized, validly
issued, fully paid, nonassessable, not subject to or issued in
violation of any purchase option, right of first refusal,
preemptive right, subscription right or any similar right and have
been or will be issued in compliance with all applicable
laws.


(f)           Attached
are correct and complete copies of the audited balance sheet of the
Company as of December 31, 2015 and the related audited [statements
of income and cash flows] for the fiscal year then ended (the
“Financial Statements”). The Financial Statements were
prepared in accordance with United States generally accepted
accounting principles, consistently applied, and fairly present in
all material respects the financial condition, results of
operations and cash flows of the Company as of the dates and for
the periods indicated therein. The financial books and records of
the Company are accurate and complete in all material respects and
have been maintained in accordance with sound business practices
and an adequate system of internal controls. The Financial
Statements are consistent in all material respects with the
financial books and records of the Company. The Company does not
have any material liabilities or obligations except (i) liabilities
and obligations accrued for or reserved against in the Financial
Statements and (ii) liabilities and obligations incurred in the
ordinary course of business after the date of the most recent
balance sheet included in the Financial Statements which are
similar in nature and amount to the liabilities and obligations
which arose during the comparable period of time in the immediately
preceding fiscal period.


(g)           The
information set forth in the Confidential Private Placement
Memorandum


dated
as of January 11, 2016, as amended by Supplement No. 1 thereto
dated as of March 31,


2016
and Supplement No. 2 thereto dated as of June 9, 2016, as of the
dates thereof, respectively, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements contained therein, in light of the
circumstances in which they were made, not misleading.


 


6. Conditions to the
Obligations of the Purchaser. Notwithstanding anything to
the contrary in this Subscription Agreement, the obligations of the
Purchaser to consummate the transactions contemplated by this
Subscription Agreement are subject to receipt of the necessary
approvals and certificates, acknowledging completion of required
filings and actions, from the Ministry of Commerce, the National
Development and Reform Commission and the State Administration of
Foreign Exchange, or any local counterpart agencies thereof, and
any other agencies of the People’s Republic of China as may
be required in respect of the transactions contemplated hereby (the
“Required PRC Regulatory Procedures”). The Purchaser
shall use its reasonable endeavors to complete the Required PRC
Regulatory Procedures as soon as possible after the date hereof. If
the Required PRC Regulatory Procedures are not completed within 60
days of the execution of this Subscription Agreement (or such
longer period as may be agreed between the parties), either party
shall have the right to terminate this Subscription Agreement with
notice to the other party, and upon such termination, the Purchaser
shall have no further obligations hereunder.



 

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7. Holdback
Agreements. (a) Subject to paragraph (b) below, the
Purchaser understands that (i) it shall not sell, offer, pledge,
contract to sell, grant any option or contract to purchase,
purchase any option or contract to sell, grant any right or warrant
to purchase, lend or otherwise transfer or encumber, directly or
indirectly, any Units purchased in this Offering, nor shall such
Purchaser enter into any swap, hedging or other arrangement that
transfers to another, in whole or in part, any of the economic
consequences of ownership of any Units purchased in this Offering,
(any of the foregoing under (i), a “Transfer”) until
the SEC Effective Date (as defined below); provided, however, that the Purchaser
shall be permitted to Transfer up to 25% of such shares of Common
Stock included in the Units purchased in this Offering (the
“Purchaser Common Stock”), held by it, as the case may
be, at any time on or after the SEC Effective Date (as defined
below), and (ii) following the SEC Effective Date (as defined
below), it shall be entitled to Transfer up to an additional 25% of
such Purchaser Common Stock, beginning at the end of each
successive 90 day period thereafter, such that 270 days after the
SEC Effective Date (as defined below), all shares of Purchaser
Common Stock held by such Purchaser may be Transferred. The
Purchaser hereby covenants and agrees that (x) it shall abide by
the restrictions set forth above and (y) the Company shall be
entitled to place “stop transfer” instructions with the
Company’s transfer agent in compliance with the above
restrictions. For purposes of this Section 7, and subject always to
applicable provisions of Rule 144 of the Securities Act of 1933, as
amended, and all other federal securities laws, the term “SEC
Effective Date” shall mean the date on which the Securities
and Exchange Commission has declared effective a registration
statement on Form S-1 filed by the Company registering for resale
certain securities that the Company sold to investors in private
placement transactions consummated between April 2016 and September
2016; provided,
that in the event the Company delivers a notice of redemption to
the Purchasers of the Warrants (pursuant to the terms of such
warrants) (the “Redemption Notice”), the restrictions
set forth above shall terminate effective on the date of delivery
of the Redemption Notice. Notwithstanding the foregoing, (i) the
Purchaser may Transfer the Purchaser Common Stock, in whole or in
part, to any affiliate of the Purchaser provided that such
affiliate, as a condition to such Transfer, executes and delivers a
written joinder to this Subscription Agreement in form and
substance reasonably acceptable to the Company and (ii) the
Purchaser will no longer be subject to the foregoing restrictions
if (A) any director or officer of the Company ceases for any reason
to be subject to substantially comparable
restrictions.


(b)
Notwithstanding Section 7(a) above, in the event the Closing Price
of the Company’s Common Stock is $15.00 or above (as adjusted
for any stock split, share dividends, share combinations, or the
like) for 20 consecutive Trading Days, all Common Stock, including
shares of Common Stock underlying the Warrants, shall be released
from the holdback agreements of paragraph (a) above. The “Closing Price” means, for any
date, the price determined by the first of the following clauses
that applies:  (a) if the Common Stock is then listed or
quoted on the New York Stock Exchange, the NYSE MKT, the NASDAQ
Global Select Market, the NASDAQ Global Market or the NASDAQ
Capital Market or any other national securities exchange, the
closing price per share of the Common Stock for such date (or the
nearest preceding date) on the primary eligible market or exchange
on which the Common Stock is then listed or quoted; (b) if prices
for the Common Stock are then quoted on the OTC Bulletin Board or
any tier of the OTC Markets, the closing bid price per share of the
Common Stock for such date (or the nearest preceding date) so
quoted; or (c) if prices for the Common Stock are then reported in
the “Pink Sheets” published by the National Quotation
Bureau Incorporated (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent closing bid
price per share of the Common Stock so reported.
“Trading Day” means (a) if the Common Stock is listed
or quoted on an Approved Market, then any day during which
securities are generally eligible for trading on the Approved
Market, or (b) if the Common Stock is not then listed or quoted and
traded on an Approved Market, then any business day. Approved
Market” means the Over-the-Counter Bulletin Board, the OTC
Markets, the Nasdaq Stock Market, the New York Stock Exchange or
the NYSE MKT.



 

-10-







 






8. Indemnification. The Purchaser agrees to
indemnify and hold harmless the Company, Aegis 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. The Company agrees to indemnify and hold
harmless the Purchaser and its 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 representation or warranty, or misrepresentation or
omission to state a material fact, by the Company herein or in any
other document delivered in connection with this Subscription
Agreement.


9. 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.


10. 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. Notwithstanding the foregoing, the Company
may, at any time prior to the time of the closing of the sale of
Units hereunder, modify this Subscription Agreement if necessary to
clarify any provision therein, without first providing notice or
obtaining prior consent of the Purchaser, 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.



 

-11-







 






12. Assignability. Except as otherwise
expressly provided herein, 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.


(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 Subscription 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.



 

-12-







 






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, 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 Subscription Agreement, or
use to the detriment of the Company or for the benefit of any other
person or persons, or misuse in any way, any confidential
information of the Company, including any scientific, technical,
trade or business secrets of the Company and any scientific,
technical, trade or business materials that are treated by the
Company as confidential or proprietary, including, but not limited
to, ideas, discoveries, inventions, developments and improvements
belonging to the Company and confidential information obtained by
or given to the Company about or belonging to third
parties.


18. Miscellaneous.


(a) This Subscription
Agreement constitutes the entire agreement between the Purchaser
and the Company with respect to the subject matter hereof and
supersedes 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.


(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.



 

-13-







 






(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.


 


 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


 








 


 







-14-








 






IN
MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF OUR COMPANY AND THE TERMS OF THIS OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. NO FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS RECOMMENDED THESE
SECURITIES. FURTHERMORE, NONE OF THE FOREGOING AUTHORITIES HAS
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THESE OFFERING
MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS
REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EXEMPTION THEREFROM. INVESTORS SHOULD BE
ABLE TO BEAR INDEFINITELY THE RISKS OF THEIR INVESTMENT AND TO
WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT.


THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR THE LAWS OF
ANY FOREIGN JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC” OR
THE “COMMISSION”) OR ANY STATE SECURITIES COMMISSION OR
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 OFFERING MATERIALS. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


THE
SECURITIES WILL BE OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY
SECTION 4(A)(2) OF THE SECURITIES ACT AND RULE 506 OF REGULATION D
PROMULGATED THEREUNDER AND OTHER EXEMPTIONS OF SIMILAR IMPORT IN
THE LAWS OF THE STATES AND OTHER JURISDICTIONS WHERE THE OFFERING
WILL BE MADE. AS SUCH, EACH PURCHASER OF THE INTERESTS OFFERED
HEREBY MUST BE AN “ACCREDITED INVESTOR” WITHIN THE
MEANING OF REGULATION D PROMULGATED UNDER THE SECURITIES
ACT.


THIS
MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY
STATE OR OTHER JURISDICTION TO ANY PERSON OR ENTITY TO WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR
JURISDICTION.


 




 

-15-








 






SPECIAL
NOTICE TO FOREIGN INVESTORS


IF YOU
LIVE OUTSIDE THE UNITED STATES, IT IS YOUR RESPONSIBILITY TO FULLY
OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE
THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF OUR
SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER
CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER
FORMALITIES.


 


 


 


 




 

-16-









EXECUTION COPY






 



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 Signature Page to the Subscription Agreement (page
16).






 



2. 

Initial the Accredited Investor
Certification page attached to the Subscription Agreement (page
17-18).






 



3. 

Complete and return the Investor Profile
(page 19).






 



4. 

Provide copies of the Purchaser’s
organizational documents and appropriate resolutions adopted by the
board of directors or similar governing body of Purchaser
authorizing the transactions contemplated by this Subscription
Agreement.






 



5. 

Complete and Sign an appropriate
Internal Revenue Service Form for U.S. Persons (form W-9, available
at www.irs.gov) or
for Non-U.S. Persons (form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, or
W-8IMY, available at www.irs.gov), as
applicable.






 



6. 

E-mail all forms to Robert Bee at
rbee@lowenstein.com and then
send all signed original documents to:






 


Lowenstein
Sandler LLP


65
Livingston Avenue


Roseland,
New Jersey


Attention:
Robert Bee


 



7. 

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






 


Bank
Name: Square One Bank


ABA
Number:



A/C Name: Adgero Biopharmaceuticals
Holdings, Inc.


A/C
Number: 

FBO:
Investor
Name                                                                            


SSN/TIN                                                       


Address                                                       


 


 


 


 
-17-









EXECUTION COPY






 



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 our steps 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 are we required to do to help eliminate money
laundering?


	

 


Under
new rules required by the USA PATRIOT Act, our 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 our required program, we may ask you to provide various
identification documents or other information. Until you provide
the information or documents that we need, we may not be able to
effect any transactions for you.







 




 

-18-









EXECUTION COPY







ADGERO BIOPHARMACEUTICALS HOLDINGS,
INC.


SIGNATURE
PAGE TO THE


SUBSCRIPTION
AGREEMENT


 


Purchaser
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 Purchaser) and, by execution and delivery hereof
(return one (1) original), Purchaser hereby executes the
Subscription Agreement and agrees to be bound by the terms and
conditions of the Subscription 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
Purchaser(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. 


 


 


By:__________________________


         Authorized
Officer                                           

 


 




 


 




 

-19-








 






 


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.






 



Initial _______ 

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






 



 

-20-







 







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.






 


 


 




 

-21-








 







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) for all signatories / Entity Federal I.D.
Number: _______________________________


Date(s)
of Birth: ______________


Marital
Status: ______________


Years
Investment Experience: ______________


 


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)


The
source of funds for this investment is my personal or my entity's
assets  _____Yes   _____No


 



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.


 

_________________________                                                                                                            
______________________

Investor
Signature                                                                                       
                 
               
     Date

_________________________                                                                                                            
______________________

Investor
Signature                                                                                               
                
             
Date


 




 

-22-








 











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, Adgero Biopharmaceuticals Holdings,
Inc. cannot 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.


 


Adgero
Biopharmaceuticals Holdings, Inc. assumes no 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.




 

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EXECUTION COPY






EXHIBIT
A


 


FORM OF
INVESTOR WARRANT


 


 


 


 







 

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