ex10_1.htm


    
      

    


    NANOVIRICIDES,
      INC.

     

     

    INVESTORSUBSCRIPTION
      AGREEMENT (the "Subscription Agreement") dated _________ __, 2007,
      between NANOVIRICIDES, INC., a Nevada corporation (the
      "Company") and the person or persons executing this Agreement on the last page
      (the "Subscriber").  All documents mentioned herein are incorporated
      by reference.

    


    1.
      Description of the Offering.  This Subscription
      Agreement is for shares (the “Shares”) of the Company’s common stock, par value
      $.001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase
      shares of Common Stock.  This Offering (the “Offering”) is being made
      only to accredited investors who qualify as accredited investors pursuant to
      the
      suitability standards for investors described under Regulation D of the
      Securities Act of 1933, as amended (the “Securities Act”) and who have no need
      for liquidity in their investments.  The Offering is for a minimum
      investment of $250,000.00. However, the Company reserves the right, in its
      sole
      discretion, to accept fractional subscriptions.  Prior to this
      Offering there was no public market for the Shares or the Warrants and no
      assurance can be given that a market will develop for the Shares or the Warrants
      or, if developed, that it will be maintained so that any subscribers in this
      Offering may avail any benefit from the same.

    


    THE
      SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK
      AND
      SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE
      INVESTMENT.  THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER
      JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES
      MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS
      PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM.

    


    2.  Terms
      of the
      Subscription.  This Offering is made in connection with a
      Confidential Offering Memorandum (the “Memorandum”) which is incorporated by
      reference and made a part of this Subscription Agreement.   The
      subscription is for shares of the Company's Common Stock at a purchase price
      of
      $0.50 per Share, plus warrants to purchase 0.30 shares of Common Stock at an
      exercise price of $1.00 per share.  The form of the Warrant is
      attached to the Memorandum as Appendix “A”.

    


    3.
      Other Terms of the Offering. The execution of this
      Subscription Agreement shall constitute an offer by the Subscriber to subscribe
      for the Shares and the Warrants in the amount and on the terms specified
      herein.  The Subscriber must also complete and execute the Subscriber
      Questionnaire attached hereto.  The Company reserves the right, in its
      sole discretion, to reject in whole or in part, any subscription
      offer.  If the Subscriber's offer is accepted, the Company will
      execute a copy of this Subscription Agreement and return it to
      Subscriber.  The Company may, at its sole discretion, accept
      fractional subscriptions.

    


    4.  Subscription
      Payment.  Subscription for the Shares requires a total cash
      investment of $250,000.00.  The subscription price will be payable in
      full upon acceptance of the subscription.  The Company reserves the
      right to accept fractional subscriptions.

    


    5.  The
      Company's
      Representations and Warranties. The Company hereby represents and
      warrants as follows:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (a)           The
      Company is a corporation duly formed and in good standing under the laws of
      the
      State of Nevada with full power and authority to conduct its business as
      presently contemplated;

    


    (b)           The
      Company warrants and covenants that there are no material misstatements or
      omissions in this Subscription Agreement or any information provided of the
      Offering documents herein; and

    


    (c)           The
      Company has the power to execute, deliver and perform this Subscription
      Agreement and any other agreement contemplated herein;

    


    6.  Subscriber's
      Representations, Warranties and Covenants.  The undersigned
      understands and acknowledges that the Shares, the Warrants and the Common Stock
      underlying same subscribed for herein (the “Securities”) are being offered and
      sold under one or more of the exemptions from registration provided for in
      Section 3(b), 4(2) and 4(6) of the Securities Act including, Regulation D
      promulgated thereunder, that the undersigned acknowledges that the Securities
      are being purchased without the undersigned being offered or furnished any
      offering literature, prospectus or other material, financial or otherwise,
      and
      that this action has not been scrutinized by the United States Securities and
      Exchange Commission or by any regulatory authority charged with the
      administration of the securities laws of any state.  The undersigned
      hereby further represents and warrants as follows:

    


    (a)           The
      undersigned confirms that he understands and has fully considered, for purposes
      of this investment, the risks of an investment in the Securities and understands
      that:  (i) this investment is suitable only for an investor who is
      able to bear the economic consequences or losing his entire investment, (ii)
      the
      purchase of the Securities is a speculative investment which involves a high
      degree of risk of loss by the undersigned of his entire investment, and (iii)
      that there will be no public market for the Securities and the Common Stock
      thereunder and accordingly, it may not be possible for the undersigned to
      liquidate an investment in the Securities in case of an emergency.

    


    (b)          
      The Subscriber is an "Accredited Investor" as defined in Rule 501(a) of
      Regulation D under the Securities Act.  This representation is based
      on the fact that the Subscriber, inter alia, is an accredited individual who,
      together with the Subscriber’s spouse, have a net worth of at least $1,000,000
      or the Subscriber, individually, has had net income of not less than $200,000
      during the last two years, and reasonably anticipates that the Subscriber will
      have an income of at least $200,000 during the present year and the next
      year;

    


    (c)   If
      the Subscriber is a
      corporation, partnership, trust or any unincorporated association: (i) the
      person executing this Subscription Agreement does so with full right, power
      and
      authority to make this investment; (ii) that such entity was not formed for
      the
      specific purpose of making an investment in the Company; and (iii) that all
      further representations and warranties made herein are true and correct with
      respect to such corporation, partnership, trust and unincorporated
      association;

    


    (d)   The
      address set forth below
      is the Subscriber's true and correct residence or place of business, and the
      Subscriber has no present intention of becoming a resident of any other state
      or
      jurisdiction;

    


    (e)   The
      Subscriber
      understands and agrees that the Company prohibits the investment of funds by
      any
      persons or entities that are acting, directly or indirectly, (i) in
      contravention of any U.S. or international laws and regulations, including
      anti-money laundering regulations or conventions, (ii) on behalf of terrorists
      or terrorist organizations, including those persons or entities that are
      included on the List of Specially Designated Nationals and Blocked Persons
      maintained by the U.S. Treasury Department's Office of Foreign Assets
      Control1 ("OFAC"), as such list may be
      amended from time to time, (iii) for a senior foreign political figure, any
      member of a senior foreign political figure’s immediate family or any close
      associate of a senior foreign political figure2, unless the Company, after being
      specifically
      notified by the Subscriber in writing that it is such a person, conducts further
      due diligence, and determines that such investment shall be permitted, or (iv)
      for a foreign shell bank3 (such persons
      or entities in (i) – (iv) are collectively referred to as "Prohibited
      Persons").

    

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (f)           The
      Subscriber represents, warrants and covenants that: (i) it is not, nor is any
      person or entity controlling, controlled by or under common control with the
      Subscriber, a Prohibited Person, and (ii) to the extent the Subscriber has
      any
      beneficial owners4, (a) it has carried
      out thorough due diligence to establish the identities of such beneficial
      owners, (b) based on such due diligence, the Subscriber reasonably believes
      that
      no such beneficial owners are Prohibited Persons, (c) it holds the evidence
      of
      such identities and status and will maintain all such evidence for at least
      five
      years from the date of the Subscriber's complete withdrawal from the Company,
      and (d) it will make available such information and any additional information
      requested by the Company that is required under applicable
      regulations.

    


    (g)           If
      any of the foregoing representations, warranties or covenants cease to be true
      or if the Company no longer reasonably believes that it has satisfactory
      evidence as to their truth, notwithstanding any other agreement to the contrary,
      the Company may, in accordance with applicable regulations, freeze the
      Subscriber's investment, either by prohibiting additional investments, declining
      or suspending any withdrawal requests and/or segregating the assets constituting
      the investment, or the Subscriber's investment may immediately be involuntarily
      withdrawn by the Company, and the Company may also be required to report such
      action and to disclose the Subscriber's identity to OFAC or other
      authority.  In the event that the Company is required to take any of
      the foregoing actions, the Subscriber understands and agrees that it shall
      have
      no claim against the Company, and its respective affiliates, directors, members,
      partners, shareholders, officers, employees and agents for any form of damages
      as a result of any of the aforementioned actions.

    


    (h)           The
      Subscriber agrees to indemnify and hold harmless the Company, its respective
      affiliates, directors, members, partners, shareholders, officers, employees
      and
      agents from and against any and all losses, liabilities, damages, penalties,
      costs, fees and expenses (including legal fees and disbursements) which may
      result, directly or indirectly, from any inaccuracy in or breach of any
      representation, warranty, covenant or agreement set forth in this
      Agreement.

     

     

    
      
1          The
      OFAC list may be accessed on the web at http://www.treas.gov/ofac.

    2           Senior
      foreign political figure means 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.  The immediate family of a senior foreign political
      figure typically includes the political figure’s parents, siblings, spouse,
      children and in-laws.  A close associate of a senior foreign political
      figure is a person who is widely and publicly known internationally 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.

    3          Foreign
      shell bank means a foreign bank without a physical presence in any country,
      but
      does not include a regulated affiliate.  A post office box or
      electronic address would not be considered a physical presence.  A
      regulated affiliate means a foreign shell bank that: (1) is an affiliate of
      a
      depository institution, credit union, or foreign bank that maintains a physical
      presence in the United States or a foreign country, as applicable; and (2)
      is
      subject to supervision by a banking authority in the country regulating such
      affiliated depository institution, credit union, or foreign bank.

    4          Beneficial
      owners will include, but not be limited to: (i) shareholders of a corporation;
      (ii) partners of a partnership; (iii) members of a limited liability company;
      (iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor
      trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual
      who
      established an IRA; (viii) the participant in a self-directed pension plan;
      (ix)
      the sponsor of any other pension plan; and (x) any person being represented
      by
      the Subscriber in an agent, representative, intermediary, nominee or similar
      capacity.  If the beneficial owner is itself an entity, the
      information and representations set forth herein must also be given with respect
      to its individual beneficial owners.  If the Subscriber is a
      publicly-traded company, it need not conduct due diligence as to its beneficial
      owners.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (i)    The
      Subscriber has
      received and read or reviewed, is familiar with and fully understands the
      documents furnished by the Company.  The Subscriber also fully
      understands this Subscription Agreement and the risks associated with this
      interest and confirms that all documents, records and books pertaining to the
      Subscriber’s investment in the Securities and requested by the Subscriber have
      been made available or delivered to the Subscriber by the Company;

    


    (j)    The
      Subscriber has
      had an opportunity to ask questions of and receive answers from, the Company
      or
      a person or persons acting on its behalf, concerning the terms and conditions
      of
      this investment and confirms that all documents, records and books pertaining
      to
      the investment in the Securities and requested by the Subscriber has been made
      available or delivered to the Subscriber;

    


    (k)   The
      Subscriber will be
      acquiring the Securities, and the shares of Common Stock underlying the
      Securities, solely for the Subscriber's own account, for investment and not
      with
      a view toward the resale, distribution, subdivision or fractionalization
      thereof; and the Subscriber has no present plans to enter into any such
      contract, undertaking, agreement or arrangement;

    


    (l)    The
      Subscriber
      acknowledges and understands that prior to this Offering there was no public
      market for the Securities and no assurance can be given that a public market
      will develop for the Securities offered hereby, or if developed, that it will
      be
      maintained so that any subscribers in this Offering may avail any benefit from
      the same;

    


    (m)          The
      Subscriber's compliance with the terms and conditions of this Subscription
      Agreement will not conflict with any instrument or agreement pertaining to
      the
      Securities or the transactions contemplated herein; and will not conflict in,
      result in a breach of, or constitute a default under any instrument to which
      the
      Subscriber is a party;

    


    (n)   The
      Subscriber will seek
      its own legal, tax and investment advice concerning tax implications attendant
      upon the purchase of the Securities and understands and accepts that the Company
      is relying upon this representation insofar as disclosure of tax matters is
      concerned;

    


    (o)   The
      Subscriber hereby
      acknowledges and represents that the Subscriber is aware of the information
      set
      forth in this document and in any exhibits attached hereto; and

    


    (p)   The
      foregoing
      representations and warranties are true and accurate as of the date hereof
      and
      shall be true and accurate as of the date of delivery of the subscription to
      the
      Company and shall survive such delivery.  If, in any respect, such
      representations and warranties shall not be true and accurate, the Subscriber
      shall give written notice of such fact to the Company, specifying which
      representations and warranties are not true and accurate and the reasons
      therefor.

    


    7.  Risk
      Factors.  THE SUBSCRIBER ACKNOWLEDGES THAT THERE ARE SIGNIFICANT RISKS
      ASSOCIATED WITH THE PURCHASE OF THE SHARES AND THAT SUCH SECURITIES ARE HIGHLY
      SPECULATIVE AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD A TOTAL
      LOSS
      OF HIS OR HER ENTIRE INVESTMENT. The Subscriber represents and warrants
      that he or she has carefully considered and reviewed all the information
      contained within the reports the Company files with the Securities and Exchange
      Commission (available at www.sec.gov) and the risk factors set forth in
      the Memorandum, which, along with the Company's filings,  are hereby
      incorporated by reference in reaching a determination to purchase the
      Securities.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    8.  Responsibility.  The
      Company or its officers and directors shall not be liable, responsible or
      accountable for damages or otherwise to any Subscriber for any act or omission
      performed or omitted by them in good faith and in a manner reasonably believed
      by them to be within the scope of the authority granted to them by this
      Subscription Agreement and in the best interests of the Company, provided they
      were not guilty of gross negligence, willful or wanton misconduct, fraud, bad
      faith or any other breach of fiduciary duty with respect to such acts or
      omissions.

    


    9.  Miscellaneous.

    


    (a)    The
      Company and the
      Subscriber hereby covenant that this Subscription Agreement is intended to
      and
      does contain and embody herein all of the understandings and agreements, both
      written or oral, of the Company and the Subscriber with respect to the subject
      matter of this Subscription Agreement, and that there exists no oral agreement
      or understanding, express or implied liability, whereby the absolute, final
      and
      unconditional character and nature of this Subscription Agreement shall be
      in
      any way invalidated, empowered or affected.  There are no
      representations, warranties or covenants other than those set forth
      herein.

    


    (b)    The
      headings of this
      Subscription Agreement are for convenient reference only and they shall not
      limit or otherwise affect the interpretation or effect of any terms or
      provisions hereof.

    


    (c)    This
      Subscription
      Agreement shall not be changed or terminated except as set forth
      herein.  All of the terms and provisions of this Subscription
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by and against the successors and assigns of the Company and the heirs,
      executors, administrators and assigns of the Subscriber.

    


    (d)    A
      modification or
      waiver of any of the provisions of this Subscription Agreement shall be
      effective only if made in writing and executed with the same formality as this
      Subscription Agreement.  The failure of either the Company or the
      Subscriber to insist upon strict performance of any of the provisions of this
      Subscription Agreement shall not be construed as a waiver of any subsequent
      default of the same or similar nature, or of any other nature or
      kind.

    


    (e)    The
      various
      provisions of this Subscription Agreement are severable from each other and
      from
      the other provisions of this Agreement, and in the event that any provision
      in
      this Subscription Agreement shall be held invalid or unenforceable by a court
      of
      competent jurisdiction, the remainder of this Subscription Agreement shall
      be
      fully effective, operative and enforceable.

    


    (f)    Pronouns
      used herein
      are to be interpreted as referring to both the masculine and feminine
      gender.

    


    (g)   This
      Subscription Agreement
      shall be construed and interpreted in accordance with the laws of the State
      of
      Nevada without reference to conflict of laws principle.  The parties
      agree that in the event of a laws controversy arising out of the interpretation,
      construction, performance or breach of this Subscription Agreement, any and
      all
      claims arising out of, or relating to, this Subscription Agreement shall be
      submitted by arbitration according to the Commercial Arbitration Rules of the
      American Arbitration Association located in New York City before a single
      arbitrator.  Notwithstanding the prior sentence, any other action
      commenced by either party herein shall be venued in the appropriate court of
      competent jurisdiction located in the county of New York, State of New
      York.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


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

    


    THE
      SUBSCRIBER ACKNOWLEDGES THAT,
      EXCEPT AS SET FORTH IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES HAVE
      BEEN MADE TO IT, OR TO ITS ADVISORS, BY THE COMPANY, OR BY ANY PERSON ACTING
      ON
      BEHALF OF THE COMPANY, WITH RESPECT TO THE INTERESTS, THE PROPOSED BUSINESS
      OF
      THE COMPANY, THE DEDUCTIBILITY OF ANY ITEM FOR TAX PURPOSES, AND/OR THE
      ECONOMIC, TAX, OR ANY OTHER ASPECTS OR CONSEQUENCES OF A PURCHASE OF AN INTEREST
      AND/OR ANY INVESTMENT IN THE COMPANY, AND THAT IT HAS NOT RELIED UPON ANY
      INFORMATION CONCERNING THE OFFERING, WRITTEN OR ORAL, OTHER THAN THAT CONTAINED
      IN THIS AGREEMENT.

    


    


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      rest of this page left intentionally left
      blank.------------------


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE

    


    The
      Subscriber hereby offers to purchase and subscribe to _________ Shares and
      _______ Warrants and encloses payment of $_______.00 for an aggregate investment
      of $_______.00.

     

    


    
      	 	 	 
	 	
              Signature
                of Subscriber

            	 
	 	 	 
	 	 	 
	 	 	 
	 	
              Name
                of Subscriber

            	 
	 	 	 
	 	 	 
	 	 	 
	 	
              Name
                and Title of Authorized Signatory

            	 
	 	
              (If
                Applicable)

            	 
	 	 	 
	 	 	 
	 	 	 
	 	
              (Print)
                Street Address - Residence

            	 
	 	 	 
	 	 	 
	 	 	 
	 	
              (Print)
                City, State and Zip Code

            	 
	 	 	 
	 	 	 
	 	
              Social
                Security/Taxpayer I.D. Number:

            	 


    

    


    


    AGREED
      TO AND ACCEPTED:

    


    As
      of
      _________ __, 2007

    


    NANOVIRICIDES,
      INC.

    


    


    
      	
              By:

            	/s/
              Eugene Seymour	 
	 	
              Eugene
                Seymour

            	 
	 	
              Chief
                Executive Officer

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COMPLETE
      “SUBSCRIBER QUESTIONNAIRE” BELOW;

    PROVIDE
      REQUISITE ADDITIONAL INFORMATION

    


    SUBSCRIBER
      QUESTIONNAIRE

    


    


    PERSONAL
      DATA.

    


    
      	 	 	 
	
              Full
                Name

            	 	
              Residence
                Telephone (Area Code Number)

            
	 	 	 
	 	 	
              Business
                Telephone (Area Code Number)

            
	 	 	 
	 	 	 
	
              Residence
                or Principal Address (Street/City/State/Zip Code)

            	 	
              Birth
                Date

            
	 	 	 
	 	 	 
	
              Mailing
                Address (if other than residence)

            	 	
              Citizenship
                (U.S./Other)

            
	 	 	 
	 	 	 
	
              Marital
                Status

            	 	
              Social
                Security/Taxpayer I.D.  Number

            
	 	 	 
	 	 	 
	
              Spouse’s
                Full Name

            	 	
              E-mail
                Address

            
	 	 	 
	 	 	 
	
              Spouse’s
                Social Security Number

            	 	
              Facsimile
                Number (Area Code/Number)

            


    

    


    ACCREDITED
      INVESTOR.  If Subscriber (or the entity on behalf of which
      Subscriber is acting) is an “accredited investor” as that term is defined in
      Rule 501(a) of Regulation D promulgated under the Act, and, as such, falls
      within at least one of the following categories, then please
INITIAL each applicable
      category.

    


    
      	
              ______

            	
              (a)

            	
              A
                bank or savings and loan association or other institution (acting
                either
                in an individual or fiduciary capacity), registered broker-dealer,
                insurance company, registered investment company, or business development
                company, or licensed “small business investment company,” or an employee
                benefit plan which either is represented in a fiduciary capacity
                by a
                bank, savings and loan association, insurance company or registered
                investment advisor, has total assets in excess of $5,000,000 or is
                self-directed and the plan’s business investments are made solely by
                accredited investors.

            


    

    


    
      	
              ____

            	
              (b)

            	
              A
                trust (i) with total assets in excess of $5,000,000, (ii) which was
                not
                formed for the specific purpose of acquiring the subject securities,
                and
                (iii) whose purchase is directed by a person who has such knowledge
                and
                experience in financial and business matters as to be capable of
                evaluating the merits and risks of the prospective
                investment.

            


    

    


    
      	
              _____

            	
              (c)

            	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                corporation or similar business trust, or partnership, not formed
                for the
                specific purpose of acquiring the subject securities, with total
                assets in
                excess of $5,000,000.

            


    

    


    
      	
              ______

            	
              (d)

            	
              An
                entity in which all of the equity owners are “accredited
                investors.”

            


    

    


    
      	
              ______

            	
              (e)

            	
              A
                director or an executive officer of the
                Company.

            


    

    


    
      	
              ______

            	
              (f)

            	
              A
                natural person whose individual net worth, or joint net worth with
                spouse
                (if any), exceeds $1,000,000

            


    

    


    
      	
              ______

            	
              (g)

            	
              A
                natural person whose income in each of the two most recent calendar
                years
                exceeded $200,000 individually, or $300,000 jointly with spouse (if
                any),
                and who reasonably expects to reach that income level in the current
                year.