EXHIBIT 1.2
FORM OF ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of April , 1999, by and among Ribozyme
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), ▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇ LLC (the "Placement Agent") and Citibank N.A., a national banking
institution incorporated under the laws of the United States of America (the
"Escrow Agent").
WHEREAS, the Company proposes to sell an aggregate of 1,800,000 shares of
its common stock, par value $0.01 per share (the "Shares"), for an aggregate
of $ , all as described in the Company's registration statement on Form S-1
(Registration No. 333- ) (which, together with all amendments or supplements
thereto is referred to herein as the "Registration Statement");
WHEREAS, the Shares are being offered by the Company to investors whom the
Placement Agent has introduced to the Company, pursuant to registration under
the Securities Act of 1933, as amended, and pursuant to registration or
exemptions from registration under state securities laws;
WHEREAS, the offering of the Shares will terminate on April , 1999 (the
"Closing Date"), and, if subscriptions for the total number of Shares being
offered pursuant to the Registration Statement have not been received by the
Company on or before the Closing Date, no Shares will be sold and all payments
made by subscribers will be refunded by the Escrow Agent with interest earned
thereon, if any; and
WHEREAS, with respect to all subscription payments received from
subscribers, the Company proposes to establish an escrow account with the
Escrow Agent at the office of its Escrow Administration, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: .
NOW THEREFORE, it is agreed as follows:
1. Establishment of Escrow. The Escrow Agent hereby agrees to receive and
disburse the proceeds from the offering of the Shares and any interest
earned thereon in accordance herewith.
2. Deposit of Escrowed Property. The Placement Agent, on behalf of the
subscribers for the Shares, shall from time to time, but in no event later
than 12:00 noon on the date following the date of receipt by the Placement
Agent, cause to be wired to or deposited with, or, cause the subscribers
for the Shares to wire or deposit with, the Escrow Agent funds or checks of
the subscribers delivered in payment for Shares (the "Escrowed Property").
Any checks delivered to the Escrow Agent pursuant to the terms hereof shall
be made payable to or endorsed to the order of the Escrow Agent. The Escrow
Agent upon receipt of such checks shall present such checks for payment to
the drawee-bank under such checks. Any checks not honored by the drawee-
bank thereunder after the first presentment for payment shall be returned
to the Placement Agent, on behalf of such subscriber, in the same manner
notices are delivered pursuant to Section 6. Upon receipt of funds or
checks from the Placement Agent, the Escrow Agent shall credit such funds
and the amount of such checks to a non-interest-bearing account (the
"Escrow Account") held by the Escrow Agent. If following the credit of the
amount of any check to the Escrow Account such check is dishonored, the
Escrow Agent, if such dishonored check amount shall have been invested
pursuant to Section 3, shall liquidate to the extent of such dishonored
check amount such investments and debit the Escrow Account for the amount
of such dishonored check plus, if any, the amount of interest and other
income earned with respect to any investment of such dishonored check
amount.
3. Investment of Escrowed Property. The Escrow Agent on the second
business day ("business day" defined for purposes of this Escrow Agreement
as any day which is not a Saturday, a Sunday or a day on which banks or
trust companies in the City and State of New York are authorized or
obligated by law, regulation or executive order to remain closed)
succeeding (unless such deposit is made in
federal or other immediately available or "same day" funds, in which case,
on the business day next succeeding) the credit of any subscription
proceeds to the Escrow Account pursuant to Section 2 and until release of
such proceeds in accordance with the terms hereof, shall deposit such
proceeds in a Citibank Money Market Deposit Account, pursuant to Rule 15c2-
4 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, in accordance with the terms
set forth on Exhibit A hereto (made a part of this Escrow Agreement as if
herein set forth). The Escrow Agent shall in no event be liable for any
loss resulting from any change in interest rates applicable to proceeds
invested pursuant to this Section. Interest on proceeds invested pursuant
to this section shall accrue from the date of investment of such proceeds
until the termination of such investment pursuant to the terms hereof and
shall be paid as set forth in Section 5.
4. List of Subscribers. The Placement Agent shall furnish or cause to be
furnished to the Escrow Agent, at the time of each deposit of funds or
checks pursuant to Section 2, a list, substantially in the form of Exhibit
B hereto, containing the name of, the address of, the number of Shares
subscribed for by, the subscription amount delivered to the Escrow Agent on
behalf of, and the social security or taxpayer identification number, if
applicable, of each subscriber whose funds are being deposited, and to
which is attached a completed W-9 form (or, in the case of any subscriber
who is not a United States citizen or resident, a W-8 form) for each listed
subscriber. The Escrow Agent shall notify the Placement Agent and the
Company of any discrepancy between the subscription amounts set forth on
any list delivered pursuant to this Section 4 and the subscription amounts
received by the Escrow Agent. The Escrow Agent is authorized to revise such
list to reflect the actual subscription amounts received and the release of
any subscription amounts pursuant to Section 5.
5. Withdrawal of Subscription Amounts.
(a) If the Escrow Agent shall receive a notice, substantially in the form
of Exhibit C hereto (an "Offering Termination Notice"), from the Company,
the Escrow Agent shall (i) promptly after receipt of such Offering
Termination Notice and the clearance of all checks received by the Escrow
Agent as Escrowed Property, liquidate any investments that shall have been
made pursuant to Section 3 and send to each subscriber listed on the list
held by the Escrow Agent pursuant to Section 4 whose total subscription
amount shall not have been released pursuant to paragraph (b) or (c) of
this Section 5, in the manner set forth in paragraph (e) of this Section 5,
a check to the order of such subscriber in the amount of the remaining
subscription amount held by the Escrow Agent as set forth on such list held
by the Escrow Agent, and (ii) promptly after the fourth business day of the
month immediately following the month in which the investments made
pursuant to Section 3 were terminated pursuant to this paragraph, send, in
the manner set forth in paragraph (e) of this Section 5, a check to the
order of each such subscriber in the amount of interest and other income
earned and not yet paid with respect to any investment of such subscriber's
funds. The Escrow Agent shall notify the Company and the Placement Agent of
the distribution of such funds to the subscribers.
(b) In the event that (i) the Shares have been subscribed for and funds
in respect thereof shall have been deposited with the Escrow Agent on or
before the Closing Date and (ii) no Offering Termination Notice shall have
been delivered to the Escrow Agent, the Company and the Placement Agent,
shall deliver to the Escrow Agent a joint notice, substantially in the form
of Exhibit D hereto (a "Closing Notice"), designating the date on which
Shares are to be sold and delivered to the subscribers thereof as the
"Closing Date", which date shall not be earlier than the clearance of any
checks received by the Escrow Agent as Escrowed Property, the proceeds of
which are to be distributed on such Closing Date, and identifying the
subscribers and the number of Shares to be sold to each thereof on such
Closing Date. Such Closing Notice, unless the parties otherwise agree,
shall be delivered not less than two (2) nor more than five (5) business
days prior to such Closing Date. The Escrow Agent, after receipt of such
Closing Notice and the clearance of such checks:
(i) on or prior to the Closing Date identified in such Closing
Notice, shall liquidate any investments that shall have been made
pursuant to Section 3 to the extent of the subscription amount to be
distributed pursuant to the immediately succeeding clause (ii);
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(ii) on such Closing Date, pay to the Company and the Placement
Agent, in federal or other immediately available funds and otherwise in
the manner and amount specified by the Company and the Placement Agent
in such Closing Notice, an amount equal to the aggregate of the
subscription amounts paid by the subscribers identified in such Closing
Notice for the Shares to be sold on such Closing Date as set forth on
the list held by the Escrow Agent pursuant to Section 4; and
(iii) promptly after the fourth business day of the month immediately
following the month in which the investments made pursuant to Section 3
were terminated pursuant to such Closing Notice, shall send, in the
manner set forth in paragraph (e) of this Section 5, a check to the
order of each subscriber identified in such Closing Notice in the
amount of interest and other income earned and not yet paid with
respect to any investment of each such subscriber's funds distributed
on such Closing Date. At the time of such transfer, the Escrow Agent
shall identify in writing to the Company and the Placement Agent the
amount of the interest earned for the account of each subscriber and
the date such subscription was received.
(c) If at any time and from time to time prior to the release of any
subscriber's total subscription amount pursuant to paragraph (a) or (b) of
this Section 5 from escrow, the Company shall deliver to the Escrow Agent a
notice, substantially in the form of Exhibit E hereto (a "Subscription
Termination Notice"), to the effect that any or all of the subscriptions of
such subscriber have been rejected by the Company (a "Rejected
Subscription"), the Escrow Agent (i) promptly after receipt of such
Subscription Termination Notice and, if such subscriber delivered a check
in payment of its Rejected Subscription, after the clearance of such check,
shall liquidate, to the extent of the sum of such subscriber's Rejected
Subscription amount as set forth in the Subscription Termination Notice,
any investments that shall have been made pursuant to Section 3 and send to
such subscriber, in the manner set forth in paragraph (e) of this Section
5, a check to the order of such subscriber in the amount of such Rejected
Subscription amount, and (ii) promptly after the fourth business day of the
month immediately following the month in which the investments made
pursuant to Section 3 were terminated pursuant to this paragraph, shall
send to such subscriber, in the manner set forth in paragraph (e) of this
Section 5, a check to the order of such subscriber in the amount of
interest and other income earned and not yet paid with respect to any
investment of such subscriber's Rejected Subscription amount. At the time
of such transfer, the Escrow Agent shall identify in writing to the Company
and the Placement Agent the amount of the interest earned for the account
of each subscriber and the date such subscription was received.
(d) On a date following the transfer of any interest earned for the
account of each subscriber pursuant to Section 5(a), (b) or (c), but not
later than December 31, 1999, the Escrow Agent shall provide each
subscriber with tax form 1099 setting forth the amount of such interest.
(e) For the purposes of this Section 5, any check that the Escrow Agent
shall be required to send to any subscriber shall be sent to such
subscriber by first class mail, postage prepaid, at such subscriber's
address furnished to the Escrow Agent pursuant to Section 4.
6. Notices. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be (a) delivered by hand or
(b) sent by mail, registered or certified, with proper postage prepaid, and
addressed as follows:
if to the Company, to:
Ribozyme Pharmaceuticals, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
Rothgerber ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
if to the Placement Agent, to:
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Stroock & Stroock & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
if to the Escrow Agent, to:
Citibank, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Facsimile: (212)
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above-referenced manner. All such
notices and communications, if mailed, shall be effective when deposited in the
mails, except that notices and communications to the Escrow Agent and notices
of changes of address shall not be effective until received.
7. Concerning the Escrow Agent. To induce the Escrow Agent to act hereunder,
it is further agreed by the Company and Placement Agent that:
(a) The Escrow Agent shall not be under any duty to give the Escrowed
Property held by it hereunder any greater degree of care than it gives its
own similar property and shall not be required to invest any funds held
hereunder except as directed in this Escrow Agreement. Uninvested funds
held hereunder shall not earn or accrue interest.
(b) This Escrow Agreement expressly sets forth all the duties of the
Escrow Agent with respect to any and all matters pertinent hereto. No
implied duties or obligations shall be read into this Escrow Agreement
against the Escrow Agent. The Escrow Agent shall not be bound by the
provisions of any agreement among the other parties hereto except this
Escrow Agreement.
(c) The Escrow Agent shall not be liable, except for its own gross
negligence or willful misconduct, and, except with respect to claims based
upon such gross negligence or willful misconduct that are successfully
asserted against the Escrow Agent, and the other parties hereto shall
jointly and severally indemnify and hold harmless the Escrow Agent (and any
successor Escrow Agent) from and against any and all losses, liabilities,
claims, actions, damages and expenses, including reasonable attorneys' fees
and disbursements, arising out of and in connection with this Escrow
Agreement. Without limiting the foregoing, the Escrow Agent shall in no
event be liable in connection with its investment or reinvestment of any
cash held by it hereunder in good faith, in accordance with the terms
hereof, including without limitation any liability for any delays (not
resulting from gross negligence or willful misconduct) in the investment or
reinvestment of the Escrowed Property, or any loss of interest incident to
any such delays.
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(d) The Escrow Agent shall be entitled to rely upon any order, judgment,
certification, demand, notice, instrument or other writing delivered to it
hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of the
service thereof. The Escrow Agent may act in reliance upon any instrument
or signature believed by it in good faith to be genuine and may assume, if
in good faith, that any person purporting to give notice or receipt or
advice or make any statement or execute any document in connection with the
provisions hereof has been duly authorized to do so.
(e) The Escrow Agent may act pursuant to the advice of counsel with
respect to any matter relating to this Escrow Agreement and shall not be
liable for any action taken or omitted in good faith and in accordance with
such advice.
(f) The Escrow Agent does not have any interest in the Escrowed Property
deposited hereunder but is serving as escrow holder only. Any payments of
income from the Escrow Account shall be subject to withholding regulations
then in force with respect to United States taxes. The parties hereto will
provide the Escrow Agent with appropriate W-9 forms for tax I.D., number
certification, or non-resident alien certifications.
This paragraph (f) and paragraph (c) of this Section 7 shall survive
notwithstanding any termination of this Escrow Agreement or the resignation
of the Escrow Agent.
(g) The Escrow Agent makes no representation as to the validity, value,
genuineness or the collectibility of any security or other document or
instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to advise any party as to
the wisdom of selling or retaining or taking or refraining from any action
with respect to any securities or other property deposited hereunder.
(i) The Escrow Agent (and any successor escrow agent) at any time may be
discharged from its duties and obligations hereunder by the delivery to it
of notice of termination signed by both the Company and the Placement Agent
or at any time may resign by giving written notice to such effect to the
Company and the Placement Agent. Upon any such termination or resignation,
the Escrow Agent shall deliver the Escrowed Property to any successor
escrow agent jointly designated by the other parties hereto in writing, or
to any court of competent jurisdiction if no such successor escrow agent is
agreed upon, whereupon the Escrow Agent shall be discharged of and from any
and all further obligations arising in connection with this Escrow
Agreement. The termination or resignation of the Escrow Agent shall take
effect on the earlier of (i) the appointment of a successor (including a
court of competent jurisdiction) or (ii) the day that is 30 days after the
date of delivery: (A) to the Escrow Agent of the other parties' notice of
termination or (B) to the other parties hereto of the Escrow Agent's
written notice of resignation. If at that time the Escrow Agent has not
received a designation of a successor escrow agent, the Escrow Agent's sole
responsibility after that time shall be to keep the Escrowed Property safe
until receipt of a designation of successor escrow agent or a joint written
disposition instruction by the other parties hereto or any enforceable
order of a court of competent jurisdiction.
(j) The Escrow Agent shall have no responsibility for the contents of any
writing of any third party contemplated herein as a means to resolve
disputes and may rely without any liability upon the contents thereof.
(k) In the event of any disagreement among or between the other parties
hereto and/or the subscribers of the Shares resulting in adverse claims or
demands being made in connection with the Escrowed Property, or in the
event that the Escrow Agent in good faith is in doubt as to what action it
should take hereunder, the Escrow Agent shall be entitled to retain the
Escrowed Property until the Escrow Agent shall have received (i) a final
and non-appealable order of a court of competent jurisdiction directing
delivery of the Escrowed Property or (ii) a written agreement executed by
the
5
other parties hereto and consented to by the subscribers directing delivery
of the Escrowed Property, in which event the Escrow Agent shall disburse
the Escrowed Property in accordance with such order or agreement. Any court
order referred to in (i) above shall be accompanied by a legal opinion by
counsel for the presenting party satisfactory to the Escrow Agent to the
effect that said court order is final and non-appealable. The Escrow Agent
shall act on such court order and legal opinion without further question.
(l) As consideration for its agreement to act as Escrow Agent as herein
described, the Company agrees to pay the Escrow Agent fees determined in
accordance with the terms set forth on Exhibit F hereto (made a part of
this Escrow Agreement as if herein set forth). In addition, the Company
agrees to reimburse the Escrow Agent for all reasonable expenses,
disbursements and advances incurred or made by the Escrow Agent in
performance of its duties hereunder (including reasonable fees, expenses
and disbursements of its counsel).
(m) The other parties hereto irrevocably (i) submit to the jurisdiction
of any New York State or federal court sitting in New York City in any
action or proceeding arising out of or relating to this Escrow Agreement,
(ii) agree that all claims with respect to such action or proceeding shall
be heard and determined in such New York State or federal court and (iii)
waive, to the fullest extent possible, the defense of an inconvenient
forum. The other parties hereby consent to and grant any such court
jurisdiction over the persons of such parties and over the subject matter
of any such dispute and agree that delivery or mailing of process or other
papers in connection with any such action or proceeding in the manner
provided hereinabove, or in such other manner as may be permitted by law,
shall be valid and sufficient service thereof.
(n) No printed or other matter in any language (including, without
limitation, the Registration Statement, notices, reports and promotional
material) which mentions the Escrow Agent's name or the rights, powers, or
duties of the Escrow Agent shall be issued by the other parties hereto or
on such parties' behalf unless the Escrow Agent shall first have given its
specific written consent thereto. The Escrow Agent hereby consents to the
use of its name and the reference to the escrow arrangement in the
Registration Statement.
8. Miscellaneous.
(a) This Escrow Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their respective successors and assigns,
heirs, administrators and representatives, and the subscribers of the Shares
and shall not be enforceable by or inure to the benefit of any other third
party except as provided in paragraph (i) of Section 7 with respect to the
termination of, or resignation by, the Escrow Agent. No party may assign any of
its rights or obligations under this Escrow Agreement without the written
consent of the other parties.
(b) This Escrow Agreement shall be construed in accordance with and governed
by the internal law of the State of New York (without reference to its rules as
to conflicts of law).
(c) This Escrow Agreement may only be modified by a writing signed by all of
the parties hereto and consented to by the subscribers of the Shares adversely
affected by such modifications. No waiver hereunder shall be effective unless
in a writing signed by the party to be charged.
(d) This Escrow Agreement shall terminate upon the payment pursuant to
Section 5 of all amounts held in the Escrow Account.
(e) The section headings herein are for convenience only and shall not affect
the construction thereof. Unless otherwise indicated, references to Sections
are to Sections contained herein.
(f) This Escrow Agreement may be executed in one or more counterparts but all
such separate counterparts shall constitute but one and the same instrument;
provided that, although executed in
6
counterparts, the executed signature pages of each such counterpart may be
affixed to a single copy of this Agreement which shall constitute an original.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed as of the day and year first above written.
Ribozyme Pharmaceuticals, Inc.
By: _________________________________
Name: ___________________________
Title: __________________________
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Llc
By: _________________________________
Name: ___________________________
Title: __________________________
Citibank, N.A.
By: _________________________________
Name: ___________________________
Title: __________________________
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EXHIBIT A
Citibank Insured Money Market Deposit Accounts
Deposits/Withdrawals may be made to the Citibank Money Market Deposit Account
("MMDA") established under the Escrow Agreement to which this Exhibit is
attached only through the Escrow Account. All transaction and balance reporting
of the MMDA will be included as part of the Escrow Account Statement. Activity
in the MMDA will be reflected as the equivalent of dollars on deposit in a
Citibank Money Market Deposit Account. Deposits/Withdrawals to the MMDA will be
made only as permitted by the Escrow Agreement to which this Exhibit is
attached. The MMDA has certain regulatory restrictions as well as some minimum
requirements:
1. By regulation, Citibank, N.A. is required to reserve the right to require
seven days' prior notice of any withdrawals of funds from an account; provided,
however, that, if Citibank, N.A. elects to exercise its right to require seven
days' prior notice, it shall exercise such right as to all such accounts
established.
2. A daily balance of $10,000 must be maintained on deposit in the MMDA. If
the MMDA should fall below $10,000 on any day, Citibank, N.A. will be
authorized to transfer the remaining balance to the Escrow Account.
3. Rates will be determined by Citibank, N.A. and can be determined by
calling your custody account officer.
4. Balances up to $100,000 (total on deposit at Citibank, N.A.) are FDIC-
insured.
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EXHIBIT B
SUMMARY OF CASH RECEIVED
NEW PARTICIPANT DEPOSIT
Date:
Deposit Date: List Number:
Investment Date: Page of
Batch Number: Approved By:
JOB#:
For Bank use only
TITLE:
Tax ID No./ For Bank
Name Deposit Number of Shares Address Social Security No. Use Only
---- ------- ---------------- ------- ------------------- --------------------
Tax Code Exempt (Y/N)
W-9 (yr) NRA
W-8 (yr)
1008 (87)
Broker Misc. Misc. II Misc. III Tax Code Exempt (Y/N)
W-2 (yr) NRS
W-8 (yr)
1008 (87)
Broker Misc. Misc. II Misc. III Tax Code Exempt (Y/N)
W-2 (yr) NRS
W-8 (yr)
1008 (87)
Broker Misc. Misc. II Misc. III Tax Code Exempt (Y/N)
W-2 (yr) NRA
W-8 (yr)
1000 (87)
Broker Misc. Misc. II Misc. III
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EXHIBIT C
[Form of Offering Termination Notice]
April , 1999
Citibank, N.A.
Corporate Trust
Escrow Administration
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Dear :
Pursuant to Section 5(a) of the Escrow Agreement dated as of April , 1999
(the "Escrow Agreement"), among Ribozyme Pharmaceuticals, Inc., (the
"Company"), ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and you, the Company hereby notifies you of
the termination of the offering of the Shares (as that term is defined in the
Escrow Agreement) and directs you to make payments to subscribers as provided
for in Section 5(a) of the Escrow Agreement.
Very truly yours,
Ribozyme Pharmaceuticals, Inc.
By: _________________________________
Name: _______________________________
Title: ______________________________
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EXHIBIT D
[Form of Closing Notice]
April , 1999
Citibank, N.A.
Corporate Trust
Escrow Administration
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Ladies and Gentlemen:
Pursuant to Section 5(b) of the Escrow Agreement dated as of April , 1999
(the "Escrow Agreement"), among Ribozyme Pharmaceuticals, Inc. (the
"Company"), ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and you, the Company hereby certifies that
it has received subscriptions for the Shares (as that term is defined in the
Escrow Agreement) and the Company will sell and deliver Shares to the
subscribers thereof at a closing to be held on April , 1999 (the "Closing
Date"). The names of the subscribers concerned, the number of Shares
subscribed for by each of such subscribers and the related subscription
amounts are set forth on Schedule I annexed hereto.
Please accept these instructions as standing instructions for the closing to
be held on the Closing Date. The parties hereto certify that they do not wish
to have a call back regarding these instructions.
We hereby request that the aggregate subscription amount be paid to the
Placement Agent and us as follows:
1. To the Company, $ ;
2. To ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC, $ ; and
3. To the Escrow Agent, $ .
These instructions may be executed in any number of counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
Very truly yours,
Ribozyme Pharmaceuticals, Inc.
By: _________________________________
Name: _______________________________
Title: ______________________________
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC
By: _________________________________
Name: _______________________________
Title: ______________________________
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SCHEDULE I
Name of Number of Subscription
Subscriber Shares Amount
---------- --------- ------------
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EXHIBIT E
[Form of Subscription Termination Notice]
April , 1999
Citibank, N.A.
Corporate Trust
Escrow Administration
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Attention:
Dear _____________:
Pursuant to Section 5(c) of the Escrow Agreement dated as of April , 1997
(the "Escrow Agreement"), among Ribozyme Pharmaceuticals, Inc. (the
"Company"), ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and you, the Company hereby notifies you
that the following subscription(s) have been rejected:
Amount of Dollar
Subscribed Amount of
Name of Shares Rejected
Subscriber Rejected Subscription
---------- ---------- ------------
Very truly yours,
Ribozyme Pharmaceuticals, Inc.
By: _________________________________
Name:
Title:
13
EXHIBIT F
Fee to Citibank N.A.: $________________
14