HepaLife Version 080508
THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD
DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR AN EXEMPTION
FROM, THE PROSPECTUS AND REGISTRATION REQUIREMENTS OF THE 1933 ACT, OR (B) IN
CANADA OR TO RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER
THE APPLICABLE PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN
EXEMPTION ORDER MADE BY THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR(S), IN
EACH CASE AS EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY.
SUBSCRIPTION AGREEMENT
BY AND BETWEEN
A.
HEPALIFE TECHNOLOGIES, INC., a Florida corporation having its principal office
at the address set forth on the signature page hereto (the "Company");
AND
B.
The undersigned subscriber, an entity, having an office or residential address,
as the case may be, at the address set forth on the signature page hereto (the
"Subscriber").
RECITALS
WHEREAS, the Company is offering on a no minimum basis (the "Offering") up to an
aggregate of 14,117,647 units (the "Offered Units") at a price of US $0.425 per
Offered Unit or $6,000,000 in the aggregate; each Offered Unit consists of one
(1) share (the "Unit Shares") of the Company's common stock, $0.001 par value
per share and one (1) Series C Non-redeemable Warrant (in the form of Exhibit A
hereto) to purchase a share of common stock at $0.55 per share for a period of
24 months from the date of issuance (the "Series C Warrants");
WHEREAS, the Company is conducting the Offering without any private placement
memorandum and will offer and sell Offered Units, in reliance on, among others,
the exemptions from the registration requirements of the US Securities Act of
1933 as amended (the "1933 Act") afforded by Regulation D ("Regulation D") and
Regulation S ("Regulation S") each as promulgated pursuant to the 1933 Act,
only to investors (the "Qualified Investors") who either are (i) residents of
the United States and are "accredited investors" as defined in Regulation D or
(ii) residents of British Columbia, Canada, and who satisfy the prospectus
delivery exemption requirements of Section 2.3 and/or 2.5 of National Instrument
45-106 Prospectus and Registration Exemptions
("NI-45-106");
WHEREAS, subject to the terms and conditions set forth herein the Subscriber
desires to purchase from the Company and the Company desires to sell to the
Subscriber the number of Offered Units (the "Subscribed for Units") set forth on
the signature page hereof.
NOW THEREFORE, in consideration of the recitals and the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENTS
1.
Definitions.
"1933 Act" has the meaning ascribed thereto in the