EXHIBIT 4.1
CARACO PHARMACEUTICAL LABORATORIES LTD.
SUBSCRIPTION AGREEMENT
FOR
OFFERING OF 4,365,000 SHARES
OF COMMON STOCK
$_____ PER SHARE
To Be Completed By Prospective Investor
If and when accepted by Caraco Pharmaceutical Laboratories Ltd., a
Michigan corporation (the Corporation), this Subscription Agreement shall
constitute the subscription of the undersigned subscriber for the number of
shares of the Common Stock, no par value, of the Corporation identified below
(the Shares). The Corporation and its sales agent, as applicable, are relying
upon the accuracy and completeness of the information set forth herein in
complying with their obligations under applicable securities laws.
(1) Method of Subscription: The undersigned hereby subscribe for the
Shares at a purchase price of $_____ per share.
Before a subscription will be accepted, the following must be completed
(all blanks filled in), executed, dated, acknowledged and returned to the
Corporation at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
a. One executed copy of this Subscription Agreement;
b. Until the Minimum Offering is sold, (as defined in
the Prospectus dated ________, 200___), checks, money
orders or bank drafts upon a U.S. bank shall be
payable to "Bank One Trust Company, N.A.," Escrow
Agent, for the full amount of the purchase price;
c. After the Minimum Offering is sold, checks, money
orders or bank drafts upon a U.S. bank shall be
payable to "Caraco Pharmaceutical Laboratories Ltd."
for the full amount of the purchase price; and
d. An executed copy of Form W-9.
In no event will subscriptions be accepted later than _________, 200___, at
which time the offering will terminate.
(2) Acceptance By Corporation: The undersigned understands that the
Corporation will notify him or it whether the subscription has been accepted or
rejected, as promptly as possible. In the event this subscription is rejected,
all funds and documents tendered by the undersigned shall be returned, without
interest, in which case the Corporation shall have no further obligation to the
undersigned. The Corporation in its sole discretion and for any or no reason
shall determine whether this subscription shall be accepted or rejected in
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whole or in part. This subscription is not binding upon the Corporation until
accepted by the Corporation. The Corporation reserves the right to terminate the
Offering and to return all subscription proceeds at any time prior to the
receipt and use of the subscription proceeds by the Corporation.
(3) Receipt of Prospectus. The undersigned acknowledges receipt and
review of the Prospectus dated ____________, 200___ (the "Offering").
(4) Independent Advice: The undersigned acknowledges that he or it has
been advised to consult with independent counsel regarding the consequences of
participating in this investment.
(5) Residency of the Subscriber: The undersigned represents and
warrants to the Corporation and the Sales Agent, as applicable, that he is a
bona fide resident of the State of __________. Specifically, if an individual,
the undersigned represents and warrants that his principal residence at the time
of the offer and sale of the Shares is in the State of _________. If a
corporation, partnership, trust or other form of business organization, the
undersigned represents and warrants that at the time of the offer and sale of
the Shares, it has its principal office within the State of ___________.
(6) Further Representations, Warrants and Covenants: The undersigned
hereby represents, warrants, covenants and agrees that the subscription of the
undersigned is irrevocable, however, the undersigned shall have no obligations
under this Agreement if the subscription is for any reason not accepted by the
Corporation or if the Offering by the Corporation is cancelled.
(7) Indemnity: The undersigned hereby agrees to indemnify the
Corporation and the Sales Agent, as applicable, and each of their officers,
directors, representatives, agents and employees, 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 the declaration,
representations and warranties set forth herein;
b. Any action, suit or proceeding based upon the claim
that said declarations, representations or warranties
were inaccurate or misleading or otherwise cause for
obtaining damages or redress from the Corporation or
the Sales Agent, as applicable.
(8) Miscellaneous: The undersigned further understand and
acknowledge that:
a. This subscription is not transferable or assignable
by the undersigned.
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b. If the undersigned consists of more than one person,
the obligations of the undersigned shall be joint and
several and the representations and warranties herein
contained shall be deemed to be made by and be
binding upon each such person and his or her heirs,
executors, administrators, successors and assigns.
c. This subscription, upon acceptance by the
Corporation, shall be binding upon the heirs,
executors, administrators, successors and assigns of
the undersigned.
d. This Subscription Agreement constitutes the entire
agreement between the parties respecting the subject
matter thereof.
e. Captions in this Subscription Agreement are for the
convenience of reference only and shall not limit or
otherwise affect the interpretation or effect of any
term or provision hereof.
f. This Subscription Agreement shall be governed,
enforced and construed in all respects in accordance
with the laws of the State of Michigan without giving
effect to any conflict of laws or choice of law
rules.
g. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of,
this Subscription Agreement may be brought against
the Corporation or the undersigned only in the courts
in the State of Michigan, County of ▇▇▇▇▇ or, if it
has or can acquire jurisdiction, in the United States
District Court for the Eastern District of Michigan,
and the Corporation and the undersigned consent to
the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred
to in the preceding sentence may be served on the
Corporation or the undersigned anywhere in the world.
(9) Type of Ownership for Shares if Subscribers Are Individuals
(check one):
( ) Individual Ownership (one signature required)
( ) Joint Tenants with Right of Survivorship (both
parties must sign)
( ) Tenants in Common (both parties must sign)
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Please print here the exact name (registration) subscriber
desires on account
(10) Organizational Ownership (check one):
( ) Corporation (signature of authorized officer
required)
( ) Partnership (signature of all partners required)
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( ) Limited Liability Company (signature of all members or managers
required)
( ) Other Form of Organization (see Corporation or Sales Agent, as
applicable, for signature instruction)
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Please print here the exact organization name (registration)
subscriber desires on account
NOTE: Investors should seek the advice of their attorneys in deciding
in which of the above forms they should take ownership of the Shares, since
different forms of ownership can have varying gift tax, estate tax, income tax
and other consequences.
(11) Amount of Subscription:
Number of Shares: ___________________
Total Purchase Price: _________________($_____ per share)
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
completed this Subscription Agreement to evidence his or its subscription for
the Shares of Caraco Pharmaceutical Laboratories Ltd. this _______ day of
_____________, 200___.
(This signature block is for use by individual subscribers only)
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Address:
Telephone No:
Facsimile No:
E-mail:
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(This signature block is for use by organizational subscribers only)
---------------------------------------------
(Name of organization)
By:
Its:
Address:
Telephone No:
Facsimile No:
E-mail:
The Corporation has accepted this Subscription Agreement this _______
day of __________, 200____.
CARACO PHARMACEUTICAL LABORATORIES LTD.
By: ____________________________________
-
Its: ____________________________________
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