Unassociated Document


    
      Exhibit
        10.40

       

      CARDIOVASCULAR
        BIOTHERAPEUTICS, INC.

      


      SUBSCRIPTION
        AGREEMENT


      


      1. 
        Subscriptions: Acceptance,
        The
        undersigned (the “Subscriber”) hereby irrevocably subscribes for ____________
        shares of Common Stock (the “Common Stock”) of CardioVascular BioTherapeutics,
        Inc., a Delaware corporation (the “Company”), at a price of US $_____ per share
        for a total of $_________, which subscription, when and if accepted (in whole
        or
        in part) by the Company, will constitute the payment by the Subscriber of
        the
        purchase price for the Common Stock, as described below. This Subscription
        Agreement is accompanied by cash or a check in the Subscribed Amount payable
        to
        CardioVascular BioTherapeutics, Inc. Acceptance of this subscription is subject
        to verification of the Subscriber’s representations and warranties contained
        herin and such other factors as the Company shall determine; and the
        subscription and payment for the Common Stock may be accepted or rejected,
        in
        whole or in part, at the sole discretion of the Company. The undersigned
        agrees
        to purchase from the Company the Common Stock in the Subscribed Amount on
        the
        terms and conditions set forth herein. Upon acceptance of this subscription
        by
        the Company, the Company will issue the certificates representing the Common
        Stock in the name of the Subscriber dated the date of acceptance by the Company,
        in the amount of the portion of the subscription accepted by the Company
        will
        issue to a check payable to the Subscriber in the amount of the difference
        between the Subscribed Amount and the Issued Amount. If the Company declines
        to
        accept this subscription, it will forthwith return such payment to the
        undersigned without interest.

      


      2. The
        Offering
        This
        subscription is pursuant to an offering not involving any United States persons
        pursuant to Regulation S (“Regulation S”) under the United States Securities Act
        of 1933, as amended (the “Act”), of up to -----___________ shares of Common
        Stock of the Company. The parties agree that (i) the Issued Amount of this
        subscription shall be available for use by the Company when the Company has
        sold
        any amount of the Common Stock, (ii) there is no assurance that all __________
        shares of Common Stocks will be sold, (iii) the Company has the right, in
        its
        sole discretion, to terminate the offering at any time and (iv) the Company,
        in
        its sole discretion, has the right to extend the offering beyond the __________
        shares of Common Stock and to raise additional capital in future
        offerings.

      


      3. Representations,
        Warranties and Agreements of the Subscriber.
        The
        Subscriber hereby represents warrants and agrees as follows:

       

      (a)
        Subscriber acknowledges that it has been provided with and has carefully
        read a
        document entitled “Terms of the Offering”. This document contains a description
        of the offering of the Common Stock, the use of proceeds from the sale of
        the
        Common Stock and links (with instructions on how to open them) to public
        documents filed by the Company with the United States Securities and Exchange
        Commission. Subscriber and its representatives have has the opportunity to
        meet
        with representatives of the Company and have had the opportunity to ask
        questions of and receive answers from, representatives of the Company concerning
        the Company; and the terms and conditions of this transaction as well as
        to
        obtain any information requested by Subscriber. Subscriber believes that
        any
        questions raised by Subscriber or its representatives have been answered
        to the
        satisfaction of Subscriber and its representatives. Subscriber’s decision to
        purchase the Common Stock is based in part on the answers to such questions
        as
        Subscriber and its representatives have raised concerning the transaction
        and is
        based in part on its own evaluation of the risks and merits of the purchase
        and
        the Company’s proposed business activities. Subscriber understands:

       

      
        
          
          

        

        
          SA
            -1

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                The
                  risks involved in this offering, including the speculative nature
                  of the
                  investment;

              


      

      


      
        	 	
                (ii)

              	
                The
                  lack of liquidity and restrictions on transfer of the Common Stocks
                  and;

              


        	 	 	 


        	 	
                (iii)

              	The financial hazards involved in this offering,
                including the risk of
                losing Subscriber’s entire
                investment.


      

      
      

      
        	 	
                (b)

              	
                Subscriber
                  acknowledges that it has prior investment experience, including
                  investment
                  in non-registered securities; that is recognizes the highly speculative
                  nature of this investment and is able to bear the economic risk
                  and is
                  able to fend for itself; and that is has been advised by or have
                  had an
                  opportunity to employ the services of an investment adviser, attorney
                  or
                  accountant who is qualified by training and experience in business
                  and
                  financial matters to evaluate the merits and risks of such an investment
                  and who has had the opportunity to review the Terms of the Offering
                  and
                  the Company’s publicly filed documents, links to which are provided in the
                  Terms of the Offering.

              


      

      


      
        	 	
                (c)

              	
                Subscriber
                  represents that it and its investment advisor, attorney or accountant,
                  if
                  any, have been furnished by the Company, during the course of this
                  transaction, with all information regarding the Company which such
                  parties
                  have requested or desire to know; that all documents which could
                  be
                  reasonably provided have been made available for the inspection
                  and review
                  of such parties; and that such parties have been afforded the opportunity
                  to ask questions and receive answers from Daniel C. Montano, Co-President
                  and Chief Executive Officer of the Company, Thomas Stegmann, M.D.,
                  Co-President and Chief Medical Officer of the Company and other
                  officers
                  and directors of the Company, concerning the terms and conditions
                  of the
                  offering; and any additional information such parties
                  requested.

              


      

       

      
        
          
          

        

        
          SA
            -2

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (d)

              	
                Subscriber
                  acknowledges that there is a present public market for shares of
                  the
                  Company’s common stock, although transfer of the Common Stock purchased
                  in
                  this offering will be restricted. As a result, (i) Subscriber may
                  not be
                  able to liquidate its investment in the event of emergency, (ii)
                  transferability is extremely limited and (iii) in the event of
                  a
                  disposition Subscriber could sustain a
                  loss.

              


        	 	 	 


        	 	
                (e)

              	
                The
                  Common Stock is being purchased by Subscriber and not by any other
                  person
                  (whether or not a “U.S. Person” as that term is defined under Regulation
                  S), with the Subscriber’s own funds and not with the funds of any other
                  person and for the account of Subscriber, not as a nominee or agent
                  and
                  not for the account of any other person. On acceptance of this
                  Subscription Agreement by the Company, no other person will have
                  any
                  interest, beneficial or otherwise, in the Common Stock. Subscriber
                  is not
                  obligated to transfer the Common Stock to any other person nor
                  does
                  Subscriber have any agreement or understanding to do so. Subscriber
                  does
                  not intend to subdivide Subscriber’s purchase of the Common Stock with any
                  person.

              


      

      


      
        	 	
                (f)

              	
                Subscriber
                  is not purchasing the Common Stock for distribution or resale to
                  others.
                  Subscriber agrees that it will not sell or otherwise transfer the
                  Common
                  Stock unless any transfer complies with the resale provisions for
                  “Category 3” companies set forth in Regulation S, is registered under the
                  Act, or unless an exemption from such registration is available.
                  Subscriber acknowledges that the Company by this Agreement has
                  agreed not
                  to transfer the Common Stock and may require an opinion of legal
                  counsel
                  satisfactory to the Company to the effect that a proposed transfer
                  complies with the resale provisions set forth in Regulation S,
                  is
                  registered under the Act or is
                  exempt.

              


      

      


      
        	 	
                (g)

              	
                Subscriber
                  understands that the Common Stock has not been registered under
                  the Act,
                  by reason of a claimed exemption under the provisions of the Act
                  which
                  depends, in part, upon the fact that Subscriber is not either a
“U.S.
                  Person” (as that term is defined in Regulation S) or purchasing the Common
                  Stock for the benefit of a U.S. Person and on Subscriber’s agreement to
                  restrict transfers of the Common Stock in the manner described
                  for
                  “Category 3” companies in Regulation
                  S.

              


      

      


      
        	 	
                (h)

              	
                Subscriber
                  certifies that it is not a “U.S. Person” (as that term is defined in
                  Regulation S) and is not acquiring the Common Stock for the account
                  or
                  benefit of any U.S. Person. It is agreed that the Company reserves
                  the
                  right to request documentation from the Subscriber to verify the
                  foregoing
                  representation. It is also agreed that the Company in its sole
                  discretion
                  may reject or limit any subscription and close the offer of Common
                  Stock
                  at any time. Subscriber acknowledges that it is aware that the
                  Company is
                  relying upon the foregoing representation relating to its non-U.S.
                  status.

              


      

      


      
        	 	
                (i)

              	
                If
                  Subscriber is a corporation, partnership, trust or other entity,
                  Subscriber was not formed, organized or incorporated under the
                  laws of the
                  United States.

              


      

       

      
        
          
          

        

        
          SA
            -3

          
            

          

        

        
          
          

        

      


      
        	 	
                (j)

              	
                Subscriber,
                  if not an individual, is empowered and duly authorized to enter
                  into this
                  Subscription Agreement under any and all governing documents, partnership
                  agreements, trust instruments, pension plans, charter, certificate
                  of
                  incorporation, bylaw provisions or the like (the “Governing Documents”)
                  and the person signing on behalf of Subscriber is empowered and
                  duly
                  authorized to do so by such Governing
                  Documents.

              


      

      


      
        	 	
                (k)

              	
                This
                  Subscription Agreement constitutes a valid and binding agreement
                  of
                  Subscriber enforceable against Subscriber in accordance with its
                  terms.

              


      

      


      4.
        Agreement
        to Refrain from Resales.
        Without
        in any way limiting the representations, warranties and agreements in Section
        3
        hereof, Subscriber further agrees that it shall in no event pledge, hypothecate,
        sell, transfer, assign or otherwise dispose of the Common Stock or any interest
        therein, nor shall Subscriber receive any consideration for the Common Stock
        from any person, unless any such transaction is made in accordance with the
        provisions of Regulation S, pursuant to a registration under the Act, or
        pursuant to an available exemption from registration. The Subscriber further
        agrees that it will not engage in any hedging transactions with regard to
        the
        Common Stock unless in compliance with the Act.

      


      5.
        The
        Common Stock is to be Legendized.
        Subscriber understands and agrees that the certificates representing the
        Common
        Stock may bear such legends as the Company may consider necessary or advisable
        to facilitate compliance with the transfer and hedging restrictions of
        Regulation S referred to in Section 4 above, the Act and any other securities
        law, including without limitation legends stating that the Common Stock has
        not
        been registered under the Act or qualified under any state securities laws
        and
        setting forth the limitations on disposition imposed hereby.

      


      6.
        Company
        Shall Refuse to Transfer.
        Notwithstanding the foregoing, the Company hereby agrees in this Agreement
        that
        it shall refuse to register any transfer of the Common Stock not made in
        accordance with the provisions of Regulation S or pursuant to registration
        under
        the Act or pursuant to an available exemption from registration. Subscriber
        further understands that the Company’s transfer agent shall be notified of the
        issuance of the Common Stock and shall be instructed by the Company to place
        stop order instructions against any transfer or sale of the Common Stock
        for a
        period of one year from the date of the last sale of Common Stock made pursuant
        to this off3ering.

      


      7.
        Indemnification.
        Subscriber hereby agrees to indemnify and defend the Company and its directors,
        officers and their respective agents and hold them harmless from and against
        any
        and all liability, damage, cost or expense incurred on account of or arising
        out
        of:

        


        
          	 	
                  (a)

                	
                  Any
                    breach of or inaccuracy in Subscriber’s representations, warranties or
                    agreements herein;

                


        

        


        
          	 	
                  (b)

                	
                  Any
                    disposition of the Common Stock contrary to any of Subscriber’s
                    representations, warranties or agreements herein;
                    or

                


        

      


      
        
          
          

        

        
          SA
            -4

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                Any
                  action, suit or proceeding based on (i) a claim that any of said
                  representations, warranties, agreements or information were inaccurate
                  or
                  misleading or otherwise cause for obtaining damages or redress
                  from the
                  Company or any director or officer of the Company under the Act
                  or (ii)
                  any disposition of the Common
                  Stock.

              


      

      
      

      8. Successors.
        The
        representations, warranties and agreements contained in this Subscription
        Agreement shall be binding on Subscriber’s successors, assigns, heirs and legal
        representatives and shall inure to the benefit of the respective successors
        and
        assigns of the Company and its directors and officers.

      


      IN
        WITNESS WHEREOF, the Subscriber has executed this instrument this ____
        day
        of
_________
        2007.


       

      
        	
                PURCHASER

              	 	
                Name
                  and Address:

              
	 	 	 
	
                ______________________________

              	 	
                ______________________________

              
	
                Signature

              	 	
                ______________________________

              
	 	 	
                ______________________________

              


      

      
      

      CARDIOVASCULAR
        BIOTHERAPEUTICS, INC. HEREBY ACCEPTS THE FOREGOING SUBSCRIPTION SUBJECT TO
        THE
        TERMS AND CONDITIONS HEREOF AND AGREES TO THE OBLIGATION TO REFUSE TRANSFERS
        CONTAINED IN SECTION 6 HEREOF AS OF THE ___
        DAY OF
        ________ 2007.

      


      
        	
                CARDIOVASCULAR
                  BIOTHERAPEUTICS, INC. 

              	 	AMOUNT OF
                SUBSCRIPTION
	 	
              	
                ACCEPTED:

              
	 	 	 
	
                By____________________________________
                  

              	 	_________shares
                of Common 
	
                Daniel
                  C. Montano, Chief Executive Officer 

              	 	Stock for
                a
                Subscribed
	 	
              	
                Amount
                  of US $____________

              
	 	 	 


      

       

      
        	
                Type
                  of Ownership (Check One)

              


      

       

      
        	 	 	 	 
	___ 	
                INDIVIDUAL
                  OWNERSHIP

              	
                ___

              	
                CORPORATION/LIMITED

              
	 	
                (One
                  Signature Required)

              	
              	
                LIABILITY
                  COMPANIES

              
	 	 	
              	
                (Please
                  include charter documents,

              
	 	 	
              	
                Certified
                  Corporate Resolution

              
	 	 	
              	
                Authorizing
                  signature and Incumbency

              
	 	 	
              	
                Certificate
                  of signing Officer)

              
	 	 	 	 
	___ 	
                PARTNERSHIP

              	
                ___

              	
                TRUST

              
	 	
                (Please
                  include a copy of the statement

              	
              	
                (Please
                  indicate name of trust, name of

              
	 	
                of
                  Partnership or Partnership

              	
              	
                include
                  copy of the Trust Agreement

              
	 	
                Agreement
                  authorizing signature.)

              	
              	
                or
                  other authorization.)

              
	 	 	
              	
              


      

       

      
        
          
          

        

        
          SA
            -5