SUBSCRIPTION AGREEMENT

Transcription

1 SUBSCRIPTION AGREEMENT

2 Table of Contents 1. Subscription Offering Materials Company Representations and Warranties Subscriber Representations, Acknowledgements and Agreements Subscriber Understandings Indemnification Ownership Records Transfer Restrictions Miscellaneous... 7 SUBSCRIPTION AGREEMENT GENERAL INSTRUCTIONS... 8 SUBSCRIPTION AGREEMENT AND ACCREDITED INVESTOR VERIFICATION SIGNATURE PAGE... 9 EXHIBIT A ACCREDITED INVESTOR VERIFICATION.. 10 COMPANY ACCEPTANCE OF SUBSCRIPTION.. 11 Page 2

3 MORPHOGENESIS, INC. SUBSCRIPTION AGREEMENT The undersigned ( Subscriber ) hereby tenders this (including Exhibit A hereto, the Agreement ) in accordance with and subject to the terms and conditions set forth herein: 1. Subscription (a) This Agreement pertains to an offering (the Offering ) by Morphogenesis, Inc., a Florida corporation (the Company ), of up to 4,000,000 shares of common stock of the Company at a purchase price of $5.00 per share payable upon subscription in U.S. dollars. Subscriber hereby irrevocably subscribes for and agrees to purchase the number of shares indicated on the signature page attached hereto (the Securities ), for the aggregate purchase price set forth on the signature page (the Aggregate Purchase Price ). (b) Subscriber hereby agrees to be bound hereby upon execution and delivery by Subscriber to the Company of the signature page to this Agreement. (c) It is understood and agreed that the Company shall have the sole right, at its complete discretion, to accept or reject this subscription, in whole or in part, for any reason and that the same shall be deemed to be accepted by the Company only when it is signed by a duly authorized officer of the Company and delivered to the Subscriber. Subscriptions for Securities need not be accepted in the order received, and the Securities may be allocated among subscribers. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of such Securities would constitute a violation of the securities laws of such jurisdiction. 2. Offering Materials Subscriber represents and warrants that it is in receipt of and that it has carefully read and understood all documents and information provided to Subscriber including but not limited to the Company s Business Plan and Offering Circular and any other information which Subscriber has reasonably requested and the Company has provided in connection with the Offering. 3. Company Representations and Warranties (a) The Company represents and warrants that as of the date of this Agreement: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, entitled to own its property of a material nature and to carry on its business of a material nature as and in places where such property is now owned or operated and such business is conducted except where the failure to so qualify will not have a material adverse effect on the Company. (ii) The Company, by appropriate and required corporate action, has duly authorized the execution of this Agreement, and the issuance and delivery of the Securities. 4. Subscriber Representations, Acknowledgements and Agreements (a) Subscriber hereby represents, warrants to and acknowledges and agrees with the Company as follows: (i) Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber s professional, legal, investment and financial advisers the suitability of an Page 3

4 investment in the Securities for Subscriber s particular financial situation and has determined that the Securities being subscribed for by Subscriber are a suitable investment for Subscriber. (ii) Subscriber has received all information Subscriber considers necessary or advisable to make a decision concerning its subscription for the Securities, and has had an opportunity to inspect relevant documents relating to the organization, governance, assets, operations and prospects of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber s attorney, accountant or other adviser(s). In evaluating the suitability of an investment in the Company, Subscriber has relied solely upon the information, if any, requested of the Company and upon Subscriber s own due diligence in making the decision to acquire the Securities. (iii) Subscriber and/or Subscriber s advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of Subscriber and such information requested has been provided by the Company. (iv) Subscriber is an accredited investor, within the meaning of Rule 501(a) of Regulation D under the Act ( Regulation D ), as indicated by Subscriber s response to the Accredited Investor Verification form attached hereto as Exhibit A, and hereby certifies that the information contained therein is complete and accurate as of the date hereof. Subscriber agrees to furnish any additional information requested to ensure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Securities. (v) Subscriber has carefully read the Company s Offering Circular and Business Plan and any Attachments or Exhibits included therein and, by reason of Subscriber s business or financial experience or the business or financial experience of Subscriber s professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect its interests in connection with an investment in the Securities. (vi) If Subscriber is a natural person, Subscriber has adequate means of providing for Subscriber s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. (vii) Subscriber has such knowledge and experience in financial and business matters so as to enable Subscriber to utilize the information made available to Subscriber in connection with this subscription to evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect thereto. (viii) Subscriber represents that Subscriber is purchasing the Securities for Subscriber s own account, for investment and not with a view to resale or distribution except in compliance with the Act and State Acts. (ix) Subscriber recognizes that investment in the Securities involves a high degree of risk, including loss of the entire amount of such investment, has taken full cognizance of and understands all of the risks related to a purchase of the Securities. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Securities or made any finding or determination as to the fairness or advisability of this investment. (x) Subscriber acknowledges that the information furnished by the Company to Subscriber or its advisers in connection with Subscriber s investment in the Company is confidential and nonpublic and agrees that all such information shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber s Page 4

5 personal benefit (other than in connection with this subscription), nor disclosed to any third party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). (xi) Subscriber acknowledges that the Company and its counsel are relying on the representations made by Subscriber in this Agreement, Subscriber s responses in the Accredited Investor Verification form, and the third party verification provided by Subscriber of its accredited investor status as well as the representations, warranties and agreements of Subscriber contained herein and in any other writing delivered in connection with this subscription, which Subscriber represents are true and correct in all material respects on and as of the date of the sale of the Securities to Subscriber as if made on and as of such date and shall survive the execution and delivery of this Agreement and the purchase of the Securities by Subscriber. (b) If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Securities; and to purchase and hold such Securities; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Securities, unless each beneficial owner of such entity is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D and has submitted information substantiating such individual qualification. 5. Subscriber Understandings (a) Subscriber understands, acknowledges and agrees with the Company as follows: (i) Subscriber hereby acknowledges and agrees that the Subscription hereunder is irrevocable by Subscriber, and that, except as required by law, Subscriber is not entitled to cancel, terminate or revoke this Agreement and that this Agreement shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. (ii) No federal or state agency has made any findings or determination as to the fairness of the terms of this subscription for investment nor any recommendations or endorsement of the Securities. (iii) This offering of the Securities is intended to be exempt from registration under the Act by virtue the provisions of Rule 506(c) of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. Page 5

6 (iv) There can be no assurance that Subscriber will be able to sell or dispose of the Securities. (b) IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ON REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 6. Indemnification (a) The Company shall indemnify and hold harmless Subscriber from any and all damages, losses, liabilities obligations, commitments and expenses (including attorneys fees and expenses) incurred by Subscriber by reason of or arising from the breach of any representation, warranty or covenant of the Company contained in this Agreement. (b) Subscriber shall indemnify and hold harmless the Company and each officer, director or control person of the Company from any and all damages, losses, liabilities obligations, commitments and expenses (including attorneys fees and expenses) incurred by any of such person by reason of or arising from the breach of any representation, warranty or covenant of Subscriber contained in this Agreement. 7. Ownership Records. The ownership of your shares will be reflected either by a stock certificate or by registration in electronic (also known as book entry ) form by an independent stock transfer agent. If the Securities are registered in book entry form, you will be able access your account information through a portal that is provided by the stock transfer agent. If the Company arranges for book entry registration and Subscriber would like paper stock certificates, Subscriber may request same from the Company s stock transfer agent at a cost of $25 plus shipping expenses. 8. Transfer Restrictions. (a) Subscriber acknowledges that it is acquiring the Securities for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended (the Act ), and any applicable state or other securities laws ( State Acts ). (b) Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Securities in violation of the Act or State Acts and acknowledges that, in purchasing unregistered securities, it must continue to bear the economic risk of its investment for an indefinite period of time because of the fact that the Securities have not been registered under the Act or State Acts and further realizes that the Securities cannot be sold unless subsequently registered under the Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register the Securities. Subscriber acknowledges that recordings of ownership via electronic means will reflect the appropriate legends reflecting the status of the Securities under the Act and States Acts. (c) The Securities may not be transferred except in a transaction which is in compliance with the Act and State Acts; it being a condition to any such transfer that unless waived by the Company in its discretion, the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company to the effect that the proposed transfer would be in compliance with the Act and State Acts. (d) Subscriber acknowledges that each certificate representing the Securities will contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER Page 6

7 9. Miscellaneous JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (a) Except as set forth elsewhere herein, any notice or demand to be given or served in connection herewith shall be deemed to be sufficiently given or served for all purposes by being sent as registered or certified mail, return receipt requested, postage prepaid, in the case of the Company, addressed to it at the address set forth below: Morphogenesis, Inc North Clark Avenue Tampa, FL Attention: Chief Executive Officer and in the case of Subscriber to the address set forth below on the Signature Page. (b) All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the state of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the state of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the state of Florida. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby. (c) This Agreement shall be binding upon the parties hereto and their respective heirs, estate, legal representatives, successors and assigns. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed to be modified to conform to such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. (d) In any action, proceeding or counterclaim brought to enforce any of the provisions of this Agreement or to recover damages, costs and expenses in connection with any breach of the Agreement, the prevailing party shall be entitled to be reimbursed by the opposing party for all of the prevailing party s attorneys fees, costs and other out-of-pocket expenses incurred in connection with such action, proceeding or counterclaim. (e) This Agreement (including Exhibit A attached hereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth herein. This Agreement supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. (f) The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Page 7

8 SUBSCRIPTION AGREEMENT GENERAL INSTRUCTIONS General Instructions These Subscription Documents contain all documents necessary to subscribe for Company common stock ( Securities ) of Morphogenesis, Inc., a Florida corporation (the Company ). In order to subscribe for the Securities, you must do the following: Fill in all applicable blanks and checking all applicable boxes on page 9 of this Agreement; Complete the Accredited Investor Verification on pages 10 through 12 of this Agreement. If there is more than one Subscriber, each Subscriber must complete an Accredited Investor Verification. Individual Subscribers should deliver to the Company the completed, signed and dated Third Party Verification of Accredited Investor Status section on page 12. Note that the Company must take reasonable steps to verify that subscribers for the Securities are accredited investors and therefore we ask that subscribers accredited investor status be verified by a certified public accountant, a licensed attorney, a broker-dealer registered with the Securities and Exchange Commission (the SEC ), or an investment advisor registered with the SEC. Parties other than the aforementioned may verify your accredited status but we may contact them to document their relationship to you and/or the type of information they reviewed to determine your accreditation status. Subscribers who not have access to someone who will provide verification should contact us for assistance at no charge. Deliver the completed with payment by check of the entire purchase price of the Securities subscribed for. Send your check and completed to: Morphogenesis, Inc North Clark Avenue Tampa, FL Attention: Chief Executive Officer If you have any questions related to this, please contact Patricia Lawman, at ext 102. Acceptance of Delivery All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the completed Agreement will be determined by the Company, which determination will be final and binding. The Company reserves the absolute right to reject any completed Agreement, in its sole and absolute discretion. The Company also reserves the right to waive any irregularities in, or conditions of, the submission of completed s, and the Company s interpretation of the terms and conditions for the purchase of the Securities (including these instructions) shall be final and binding. The Company shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities shall be deemed to have been made. Any that is not properly completed and as to which defects have not been cured or waived will be returned by the Company to the Subscriber as soon as practicable Page 8

9 SUBSCRIPTION AGREEMENT AND ACCREDITED INVESTOR VERIFICATION SIGNATURE PAGE By signing this Signature Page, Subscriber is signing the and certifying that all information on the Accredited Investor Verification (Exhibit A ) is true and correct. This Signature Page may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The undersigned Subscriber hereby certifies it (i) agrees to all the terms and conditions of this Agreement, (ii) is an accredited investor, and (ii) is a resident of the state or foreign jurisdiction indicated below. The undersigned irrevocably subscribes for stock. (minimum of 2,000) shares of Company common The Aggregate Purchase Price of common stock subscribed for, at $5.00 per share, is $ (minimum of $10,000). This is executed by Subscriber on. Name of Subscriber (Print) Name of Joint Subscriber (if any) (Print) Signature of Subscriber Signature of Joint Subscriber (if any) Capacity of Signatory (if applicable) Social Security or Taxpayer Identification Number Residence Address or Entity Principal Address City State Zip Code Telephone ( ) If other than Individual check one and indicate capacity of signatory under the signature: Trust Estate Uniform Gifts to Minors Act of State of Limited liability company Corporation Other If Joint Ownership, check one: Joint Tenants with Right of Survivorship Tenants in Common Tenants by Entirety Community Property Backup Withholding Statement: Please check this box only if the investor is subject to: Backup withholding. Foreign Person: Please check this box only if the investor is a: Nonresident alien, foreign corporation, foreign Company, foreign trust or foreign estate. address: As required by the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Page 9

10 EXHIBIT A ACCREDITED INVESTOR VERIFICATION The undersigned prospective investor ( Subscriber ) hereby delivers this Accredited Investor Verification (this Verification ) to Morphogenesis, Inc., a Florida corporation (the Company ), for the primary purpose of (a) establishing that Subscriber is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act ) and (b) providing the Company with certain related representations, warranties and covenants. Subscriber has also provided or will, before Subscriber s subscription is finalized, verification of Subscriber s status as an accredited investor by (1) placing initials next to any of the descriptions provided in paragraph 1 or paragraph 2, as applicable, and (2) by having the applicable person verifying Subscriber s status as an accredited investor sign the Third Party Verification form included herein. Subscribers who are not individuals should contact the Company for verification forms. 1. Specific Representations by Subscribers That Are Natural Persons. If Subscriber is a natural person, Subscriber hereby represents and warrants to the Company that Subscriber is an accredited investor because Subscriber meets each of the definitions below that are initialed (or checked) by Subscriber: Subscriber is a natural person whose individual net worth, or joint net worth with Subscriber s spouse, exceeds $1,000,000. For purposes of calculating net worth under this section, (a) Subscriber s primary residence shall not be included as an asset, (b) indebtedness that is secured by Subscriber s primary residence, up to the estimated fair market value of Subscriber s primary residence as of the date of this Questionnaire, shall not be included as a liability (except that if the amount of such indebtedness outstanding as of the date of this Questionnaire exceeds the amount outstanding 60 days prior to the date of this Questionnaire, other than as a result of the acquisition of such primary residence, the amount of such excess shall be included as a liability), and (c) indebtedness that is secured by Subscriber s primary residence in excess of the estimated fair market value of Subscriber s primary residence as of the date of this Questionnaire shall be included as a liability. Subscriber is a natural person who had individual income exceeding $200,000 in each of the last two calendar years and Subscriber has a reasonable expectation of reaching the same income level in the current calendar year. For purposes of this section, income means total income from all sources whether or not taxable by the United State or any other jurisdiction. Subscriber is a natural person who had joint income Subscriber s spouse exceeding $300,000 in each of the last two calendar years and Subscriber has a reasonable expectation of reaching the same income level in the current calendar year. For purposes of this section, income means total income from all sources whether or not taxable by the United States or any other jurisdiction. Subscriber is a director or executive officer of the Company. For purposes of this section, executive officer means the president; any vice president in charge of a principal business unit, division or function, such as sales, administration or finance; or any other person or persons who perform(s) such functions for the Company. Page 10

11 2. Specific Representations by Subscribers That Are Entities. If Subscriber is an entity, Subscriber hereby represents and warrants to the Company that Subscriber is an accredited investor because Subscriber meets each of the definitions below that are initialed (or checked) by an authorized representative of Subscriber. The Company will notify Subscriber of the information required to verify the subscribing entity s accredited investor status and such verifying information must be provided to complete the subscription of the subscribing entity. Subscriber is a bank, as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or a fiduciary capacity. Subscriber is a broker dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended. Subscriber is an insurance company, as defined in Section 2(a)(13) of the Securities Act. Subscriber is 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. Subscriber is 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 Subscriber is a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if the plan has total assets in excess of $5 million. Subscriber is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. Subscriber is a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of Subscriber is a corporation, Massachusetts or similar business trust, or partnership, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, in any such case, that was not formed for the specific purpose of acquiring securities of the Company, and that has total assets in excess of $5 million. Subscriber is a trust with total assets in excess of $5 million not formed for the specific purpose of acquiring securities of the Company, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act. Subscriber is an entity in which all of the equity owners qualify as accredited investors under one of the sections set forth above in Section 1 or in this Section 2 of this Questionnaire. NOTE: IF SUBSCRIBER QUALIFIES AS AN ACCREDITED INVESTOR UNDER THIS SECTION ONLY, THE EQUITY OWNERS OF SUBSCRIBER MUST BE IDENTIFIED BELOW, AND EACH SUCH EQUITY OWNER MUST ALSO COMPLETE AND DELIVER TO THE COMPANY A COPY AN ACCREDITED INVESTOR VERIFICATION BY ONE OF THE METHODS LISTED ABOVE FOR INDIVIDUALS. Page 11

12 Equity Owner One: Equity Owner Two: Equity Owner Three: Equity Owner Four: 3. Additional Representation of Subscriber. Subscriber hereby represents and warrants to the Company that Subscriber has not incurred any debt secured by Subscriber s primary residence for the purpose of inflating Subscriber s net worth to qualify as an accredited investor or for the purpose of raising funds to invest in any securities of the Company. Between the date of this Questionnaire and the date if any on which Subscriber invests in the Securities, Subscriber does not intend to, and will not, incur any debt to be secured by Subscriber s primary residence for the purpose of either inflating Subscriber s net worth to qualify as an accredited investor or raising funds to invest in the Securities. 4. Reliance on Representations and Warranties. Subscriber understands and acknowledges that the Company will rely upon the representations and warranties contained in this Accredited Investor Verification in issuing Securities to Subscriber and in making any decision to accept an investment by Subscriber in the Company. Subscriber agrees that the representations, warranties and agreements set forth in this Accredited Investor Verification shall survive any decision by the Company to accept an investment by Subscriber in the Securities. Subscriber s signature on the SUBSCRIPTION AGREEMENT AND ACCREDITED INVESTOR VERIFICATION SIGNATURE PAGE (page 9) constitutes Subscriber s certification of accredited investor status. THIRD PARTY VERIFICATION OF ACCREDITED INVESTOR STATUS The undersigned, by signing below, attests that the Subscriber entering into this is an accredited investor as indicated by Section 1 or Section 2 of this ACCREDITED INVESTOR VERIFICATION form and has taken reasonable steps to verify same within the last three months. Occupation of Verifier (check one) Signature Printed Name Date Certified Public Accountant Registered Broker-Dealer (i.e. stock broker) SEC Registered Investment Advisor Licensed Attorney Other * * We may require additional documentation of relationship of verifier to you and type of information reviewed if your verifier is not CPA, broker dealer, investment advisor or attorney. If you do not have access to someone who will provide verification, please contact us and we will provide you with a CPA or accreditation service at no charge to you. Page 12

13 COMPANY ACCEPTANCE OF SUBSCRIPTION The subscription for shares of common stock of Morphogenesis, Inc. by the above named Subscriber(s) is accepted as of, Morphogenesis, Inc. Patricia Lawman, CEO Date: Page 13