Common use of Omnibus Signature Page Clause in Contracts

Omnibus Signature Page. 9.6 This Subscription Agreement is intended to be read and construed in conjunction with the other documents pertaining to the issuance by the Company of the Units to Purchasers pursuant to the Memorandum. Accordingly, it is hereby agreed that the execution by the Purchaser and the Company of this Subscription Agreement, in the place set forth herein, shall constitute an agreement to be bound by the terms and conditions of both this Subscription Agreement and the Registration Rights Agreement with the same effect as if both this Subscription Agreement and the Registration Rights Agreement were separately signed. OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT Purchaser hereby elects to subscribe under the Subscription Agreement for a total of ___________ Units, at a cost of $8.00 per Unit. OR Purchaser hereby elects to subscribe under the Subscription Agreement by the exchange of Old Notes on a dollar-for-dollar basis of, in the principal face amount of Old Notes of $_____________, evidenced by Note Number ______, for a total of ___________ Units, at a cost of $6.00 per Unit. Purchaser acknowledges receipt of the Amended and Restated Confidential Private Placement Memorandum of the Company dated on or about September 15, 2010 Purchaser’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement. Date: ____________________, 2010. If the purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Date Address If the purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Date Address OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT The Company’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement. ACCEPTED AND AGREED TO this ___ day of ___________, 2010. THE PARKVIEW GROUP, INC. By: Name: Title: EXHIBIT A - ACCREDITED INVESTOR PAGE The undersigned Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act and amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act by virtue of being (initial all applicable responses): _____ A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958, _____ A business development company as defined in the Investment Company Act of 1940, _____ A national or state-chartered commercial bank, whether acting in an individual or fiduciary capacity, _____ An insurance company as defined in Section 2(13) of the Securities Act, _____ An investment company registered under the Investment Company Act of 1940, _____ An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000, _____ A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, _____ An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net worth together with his/her spouse, excluding the value of my/our primary residence, exceeds $1,000,000, _____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person’s spouse was at least $300,000 during such years) and who reasonably expects an income in excess of such amount in the current year, or _____ A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity’s equity owners fall into one or more of the categories enumerated above. Name of Purchaser (Print) Name of Joint Purchaser (if any) (Print) Signature of Purchaser Signature of Joint Purchaser (if any) Capacity of Signatory (for entities) Date EXHIBIT B - WIRE INSTRUCTIONS Signature Bank 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Account Name: Signature Bank as Escrow Agent for Dynamic Ally Limited ABA#: 000000000 A/C# 1501466162 Swift Code: SIGNU33 (for foreign wires only) Ref: [Insert the Name of Subscriber exactly as it appears on the Omnibus Signature Page]

Appears in 1 contract

Samples: Subscription Agreement (Parkview Group Inc)

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Omnibus Signature Page. 9.6 This Subscription Agreement is intended to be read and construed in conjunction with the other documents Investor Rights Agreement pertaining to the issuance by the Company of the Units shares of Common Stock and Warrants to Purchasers subscribers pursuant to the Memorandum. Accordingly, pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is hereby agreed that the execution by the Purchaser and the Company of this Subscription Agreement, in the place set forth herein, shall constitute an agreement to be bound by the terms and conditions of both this Subscription Agreement hereof and the Registration terms and conditions of the Investor Rights Agreement Agreement, with the same effect as if both this Subscription Agreement and the Registration Rights Agreement each of such separate but related agreement were separately signed. LabStyle Innovations Corp. OMNIBUS SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT AND REGISTRATION INVESTOR RIGHTS AGREEMENT Purchaser Subscriber hereby elects to subscribe under the Subscription Agreement for a total of ___________ Units, Units at a cost price of $8.00 50,000 per Unit. OR Purchaser hereby elects Unit (NOTE: to subscribe under be completed by subscriber) and executes the Subscription Agreement by the exchange of Old Notes on a dollar-for-dollar basis of, in the principal face amount of Old Notes of $_____________, evidenced by Note Number ______, for a total of ___________ Units, at a cost of $6.00 per Unit. Purchaser acknowledges receipt of the Amended and Restated Confidential Private Placement Memorandum of the Company dated on or about September 15, 2010 Purchaser’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement. DateDate (NOTE: To be completed by subscriber): ____________________, 2010. _ If the purchaser Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Print Name(s) Social Security Number(s) Signature(s) of Purchaser(sSubscriber(s) Signature Date Address If the purchaser Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Date Address OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT The Company’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights AgreementLABSTYLE INNOVATIONS CORP. ACCEPTED AND AGREED TO this ___ day of ___________, 2010. THE PARKVIEW GROUPSXXXXXX XXXXX VENTURES, INC. By: NameBy: Title: EXHIBIT A - ACCREDITED INVESTOR PAGE The undersigned Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act and amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act by virtue of being (initial all applicable responses): _____ A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958, _____ A business development company as defined in the Investment Company Act of 1940, _____ A national or state-chartered commercial bank, whether acting in an individual or fiduciary capacity, _____ An insurance company as defined in Section 2(13) of the Securities Act, _____ An investment company registered under the Investment Company Act of 1940, _____ An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000, _____ A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, _____ An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net worth together with his/her spouse, excluding the value of my/our primary residence, exceeds $1,000,000, _____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person’s spouse was at least $300,000 during such years) and who reasonably expects an income in excess of such amount in the current year, or _____ A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity’s equity owners fall into one or more of the categories enumerated above. Name of Purchaser (Print) Name of Joint Purchaser (if any) (Print) Signature of Purchaser Signature of Joint Purchaser (if any) Capacity of Signatory (for entities) Date EXHIBIT B - WIRE INSTRUCTIONS Signature Bank 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Account Name: Signature Bank as Escrow Agent for Dynamic Ally Limited ABA#: 000000000 A/C# 1501466162 Swift Code: SIGNU33 (for foreign wires only) Ref: [Insert the Name of Subscriber exactly as it appears on the Omnibus Signature Page]Authorized Officer Authorized Officer

Appears in 1 contract

Samples: Form of Subscription Agreement (LabStyle Innovations Corp.)

Omnibus Signature Page. 9.6 This Subscription Agreement is intended to be read and construed in conjunction with the other documents Registration Rights Agreement pertaining to the issuance by the Company of the Units Shares to Purchasers subscribers pursuant to the Memorandum. Accordingly, pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is hereby agreed that the execution by the Purchaser and the Company of this Subscription Agreement, in the place set forth herein, shall constitute an agreement to be bound by the terms and conditions hereof and the terms and conditions of both this Subscription Agreement and the Registration Rights Agreement Agreement, with the same effect as if both this Subscription Agreement and the Registration Rights Agreement each of such separate but related agreement were separately signed. XXXXXX PHARMACEUTICALS, INC. OMNIBUS SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT Purchaser Subscriber hereby elects to subscribe under the Subscription Agreement for a total of ____$_______ Units, of Shares at a cost price of $8.00 1,000.00 per Unit. OR Purchaser Share (NOTE: to be completed by subscriber) and, by execution and delivery hereof, Subscriber hereby elects to subscribe under executes the Subscription Agreement and agrees to be bound by the exchange terms and conditions of Old Notes on a dollar-for-dollar basis of, in the principal face amount of Old Notes of $_____________, evidenced by Note Number ______, for a total of ___________ Units, at a cost of $6.00 per Unit. Purchaser acknowledges receipt of the Amended and Restated Confidential Private Placement Memorandum of the Company dated on or about September 15, 2010 Purchaser’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement. Date: ____________________, 2010. If the purchaser Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Print Name(s) Social Security Number(s) Signature(s) of Purchaser(sSubscriber(s) Signature Date Address If the purchaser Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Entity Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Date Address OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT The Company’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement. ACCEPTED AND AGREED TO this ___ day of ___________, 2010. THE PARKVIEW GROUPFax Number Email Address XXXXXX PHARMACEUTICALS, INC. AEGIS CAPITAL CORP. By: NameBy: Title: EXHIBIT A - ACCREDITED INVESTOR PAGE The undersigned Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act and amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act by virtue of being (initial all applicable responses): _____ A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958, _____ A business development company as defined in the Investment Company Act of 1940, _____ A national or state-chartered commercial bank, whether acting in an individual or fiduciary capacity, _____ An insurance company as defined in Section 2(13) of the Securities Act, _____ An investment company registered under the Investment Company Act of 1940, _____ An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000, _____ A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, _____ An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net worth together with his/her spouse, excluding the value of my/our primary residence, exceeds $1,000,000, _____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person’s spouse was at least $300,000 during such years) and who reasonably expects an income in excess of such amount in the current year, or _____ A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity’s equity owners fall into one or more of the categories enumerated above. Name of Purchaser (Print) Name of Joint Purchaser (if any) (Print) Signature of Purchaser Signature of Joint Purchaser (if any) Capacity of Signatory (for entities) Date EXHIBIT B - WIRE INSTRUCTIONS Signature Bank 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Account Name: Signature Bank as Escrow Agent for Dynamic Ally Limited ABA#: 000000000 A/C# 1501466162 Swift Code: SIGNU33 (for foreign wires only) Ref: [Insert the Name of Subscriber exactly as it appears on the Omnibus Signature Page]Authorized Officer Authorized Officer

Appears in 1 contract

Samples: Subscription Agreement (Kintara Therapeutics, Inc.)

Omnibus Signature Page. 9.6 This Subscription Agreement is intended to be read and construed in conjunction with the other documents Registration Rights Agreement pertaining to the issuance by the Company of the Units shares of Common Stock and Warrants to Purchasers subscribers pursuant to the Memorandum. Accordingly, pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is hereby agreed that the execution by the Purchaser and the Company of this Subscription Agreement, in the place set forth herein, shall constitute an agreement to be bound by the terms and conditions hereof and the terms and conditions of both this Subscription Agreement and the Registration Rights Agreement Agreement, with the same effect as if both this Subscription Agreement and the Registration Rights Agreement each of such separate but related agreement were separately signed. MATINAS BIOPHARMA HOLDINGS, INC. OMNIBUS SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT Purchaser Subscriber hereby elects to subscribe under the Subscription Agreement for a total of ___________ Units, Units at a cost price of $8.00 250,000 per Unit. OR Purchaser hereby elects Unit (NOTE: to subscribe under the Subscription Agreement be completed by the exchange of Old Notes on a dollar-for-dollar basis of, in the principal face amount of Old Notes of $_____________, evidenced by Note Number ______, for a total of ___________ Units, at a cost of $6.00 per Unit. Purchaser acknowledges receipt of the Amended subscriber) and Restated Confidential Private Placement Memorandum of the Company dated on or about September 15, 2010 Purchaser’s signature below constitutes execution of both executes the Subscription Agreement and the Registration Rights Agreement. DateDate (NOTE: To be completed by subscriber): ____________________, 2010. _ If the purchaser Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Print Name(s) Social Security Number(s) Signature(s) of Purchaser(sSubscriber(s) Signature Date Address If the purchaser Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Date Address OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT The Company’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights AgreementMATINAS BIOPHARMA HOLDINGS, INC. ACCEPTED AND AGREED TO this ___ day of AEGIS CAPITAL CORP. By: By: Authorized Officer Authorized Officer MATINAS BIOPHARMA, INC. By: Authorized Officer MATINAS BIOPHARMA HOLDINGS, INC. ACCREDITED INVESTOR CERTIFICATION For Individual Investors Only (all Individual Investors must INITIAL where appropriate): Initial _______ I have an individual net worth, or joint net worth with my spouse, as of the date hereof in excess of $1 million. For purposes of calculating net worth under this category, (i) the undersigned’s primary residence shall not be included as an asset, (ii) indebtedness that is secured by the undersigned’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability, (iii) to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess amount shall be included as a liability, and (iv) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days prior to the execution of this Subscription Agreement, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability. Initial _______ I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, 2010as appropriate) to reach the same level in the current year. THE PARKVIEW GROUP, INC. By: Name: Title: EXHIBIT A - ACCREDITED INVESTOR PAGE The undersigned Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act and amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act by virtue of being (initial all applicable responses): Initial _______ A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act I am a director or executive officer of 1958Matinas BioPharma Holdings, Inc. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ A The investor certifies that it is a partnership, corporation, limited liability company or business development company as defined in trust that is 100% owned by persons who meet at least one of the Investment Company Act of 1940, criteria for Individual Investors set forth above. Initial _______ A national The investor certifies that it is a partnership, corporation, limited liability company or state-chartered commercial bankany organization described in Section 501(c)(3) of the Internal Revenue Code, whether acting in an individual Massachusetts or fiduciary capacity, similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company. Initial _______ An The investor certifies that it is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser. Initial _______ The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this Agreement. Initial _______ The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investors. Initial _______ The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity. Initial _______ The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. Initial _______ The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company. Initial _______ The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment. Initial _______ The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000. Initial _______ The investor certifies that it is an insurance company as defined in Section §2(13) of the Securities Act, or a registered investment company. Initial _______ An investment company registered under the Investment Company Act of 1940, 1940 or a business development company as defined in Section 2(a)(48) of that Act. Initial _______ An employee benefit plan within A Small Business Investment Company licensed by the meaning of Title I U.S. Small Business Administration under Section 301(c) or (d) of the Employee Retirement Income Security Small Business Investment Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000, 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisors Advisers Act of 1940. MATINAS BIOPHARMA HOLDINGS, _____ An organization described in INC. Investor Profile (Must be completed by Investor) Section 501(c)(3) of the Internal Revenue Code, a corporation A - Personal Investor Information Investor Name(s): Individual executing Profile or a partnership with total assets in excess of $5,000,000, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net worth together with his/her spouse, excluding the value of my/our primary residence, exceeds $1,000,000, _____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person’s spouse was at least $300,000 during such years) and who reasonably expects an income in excess of such amount in the current year, or _____ A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity’s equity owners fall into one or more of the categories enumerated above. Name of Purchaser (Print) Name of Joint Purchaser (if any) (Print) Signature of Purchaser Signature of Joint Purchaser (if any) Capacity of Signatory (for entities) Date EXHIBIT B - WIRE INSTRUCTIONS Signature Bank 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Account Name: Signature Bank as Escrow Agent for Dynamic Ally Limited ABA#: 000000000 A/C# 1501466162 Swift Code: SIGNU33 (for foreign wires only) Ref: [Insert the Name of Subscriber exactly as it appears on the Omnibus Signature Page]Trustee:

Appears in 1 contract

Samples: Subscription Agreement (Matinas BioPharma Holdings, Inc.)

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Omnibus Signature Page. 9.6 This Subscription Agreement is intended to be read and construed in conjunction with the other documents Escrow Agreement pertaining to the issuance by the Company of the Units shares of Common Stock and Warrants to Purchasers subscribers pursuant to the MemorandumSubscription Agreement. Accordingly, pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is hereby agreed that the execution by the Purchaser and the Company of this Subscription Agreement, in the place set forth herein, shall constitute an agreement to be bound by the terms and conditions of both this Subscription Agreement hereof and the Registration Rights Agreement terms and conditions of the Escrow Agreement, with the same effect as if both this Subscription Agreement and the Registration Rights Agreement each of such separate but related agreement were separately signed. OMNIBUS SIGNATURE [REMAINDER OF PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT Purchaser INTENTIONALLY LEFT BLANK] INVESTOR INFORMATION Investor Name(s): (As is will appear on the Securities Purchased) Individual Executing Profile or Trustee (If Applicable): SSN / Federal I.D. # Marital Status: Date of Birth: Joint Party Date of Birth: Investment Experience (Years): Joint Party is Spouse? yes no Date of Organization (entities): Total Assets (for entities, including irrevocable trusts, only): Primary Street Address: Primary City, State & Zip Code: Home Phone: Home Fax: Mobile Phone: Email: Employer: Type of Business: Business Street Address: Business City, State & Zip Code: Business Phone: Business Fax: SECURITIES DELIVERY INSTRUCTIONS (Check One) Please deliver my securities to the Primary address listed above. Please hold my securities in book-entry form with the Issuer or the Transfer Agent, if applicable. Please deliver my securities to the following address: [Signature Page Follows] By execution and delivery of this signature page, you (the “Investor”) hereby elects subscribe to subscribe under purchase the Unit(s) indicated below, for the aggregate purchase price indicated below, pursuant to the terms and conditions of the Subscription Agreement (the “Subscription Agreement”). You further (i) acknowledge and agree that you have read and understand the Subscription Agreement, including the representations and warranties in the section entitled “Representations and Warranties of the Purchaser,” (ii) represent and warrant that the statements contained in the Subscription Agreement are complete and accurate with respect to you, and (iii) acknowledge and agree that your offer to subscribe to purchase the Unit(s) indicated below, for a total the aggregate purchase price indicated below, is irrevocable and that the Company may decline to accept your offer in its sole discretion. INVESTOR: If Investor is an Individual: Print Name: Signature: Social Security # or Fed ID #: Print Name (if joint investment): Signature: Social Security # or Fed ID # If Investor is an entity: Name of Signatory: Signature: Title: Telephone No. Social Security # or Fed ID # Xxxxxx Xxxxxxx Xxxxxx Address - 2nd line City, State, Zip Investment Amount: Number of Units Purchased: ___________________Purchase Price Per Unit: $0.60Aggregate Purchase Price: Date: THE COMPANY: Agreed and accepted as of the _____ Units, at a cost of $8.00 per Unit. OR Purchaser hereby elects to subscribe under the Subscription Agreement by the exchange of Old Notes on a dollar-for-dollar basis day of, in the principal face amount of Old Notes of $____________________, evidenced by Note Number 201______. MONEYONMOBILE, for a total of ___________ Units, at a cost of $6.00 per Unit. Purchaser acknowledges receipt of the Amended and Restated Confidential Private Placement Memorandum of the Company dated on or about September 15, 2010 Purchaser’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement. DateINC.,a Texas corporation By: ____________________, 2010. If the purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Date Address If the purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Date Address OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT The Company’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement. ACCEPTED AND AGREED TO this ___ day of ___________, 2010. THE PARKVIEW GROUP, INC. By: _Name: Title: EXHIBIT A - ACCREDITED INVESTOR PAGE Accredited investor Certification Exhibit 99.1 CERTIFICATE FOR INDIVIDUAL INVESTORS If the investor is an individual, including married couples and XXX accounts of individual investors, pleased complete, date and sign this Certificate. The undersigned Purchaser certifies that the representations and responses below are true and accurate: The investor has full power and authority to invest in the Company. If the investment is an “accredited investor” as that term to be held jointly, each investor must execute and deliver the Omnibus Signature Page and initial their indivicual investor status. Individual Joint Tenants XXX Tenants in Common Tenants in the Entirety Community Property Grantor of a Revocable Trust (Identify each grantor and indicate under what circumstances the trust is defined in Regulation D promulgated under the Securities Act and amended revocable by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act by virtue of being (initial all applicable responsesgrantor.): _____ A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958, _________________________________________________________________________________ A business development company as defined in the Investment Company Act of 1940Check if any Grantor is deceased, disabled or legally incompetent._________________________________________________________________________________________________________ A national or state-chartered commercial bankINDIVIDUAL INVESTOR STATUS In order for the Company to offer and sell the Units in conformance with state and federal securities laws, whether acting the following information must be obtained regarding your investor status. Please initial each category applicable to you as an investor in an individual or fiduciary capacity, the Company. Annual Income: ________________________________ An insurance company as defined in Section 2(13) of the Securities Act, Net Worth: ________________________________ An investment company registered under the Investment Company Act of 1940, Liquid Net Worth: ________________________________ An employee benefit plan within the meaning of Title 1 (Initial if Applicable) I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by certify that I have a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000, _____ A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, _____ An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net worth together with his/her my spouse, excluding in excess of $1 million. For purposes of the foregoing net worth calculation, I have excluded my/our primary residence, and I have not included any indebtedness secured by my/our primary residence as a liability, unless the amount of such indebtedness exceeds the fair market value of my/our primary residenceresidence at the time of purchase, exceeds $1,000,000, _____ Any trust, with total assets in excess of $5,000,000, not formed for which event the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person’s spouse was at least $300,000 during such years) and who reasonably expects an income in excess amount of such amount indebtedness that exceeds the fair market value of my/our primary residence is included as a liability in the current year, determining my net worth or _____ A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity’s equity owners fall into one or more of the categories enumerated above. Name of Purchaser (Print) Name of Joint Purchaser (if any) (Print) Signature of Purchaser Signature of Joint Purchaser (if any) Capacity of Signatory (for entities) Date EXHIBIT B - WIRE INSTRUCTIONS Signature Bank 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Account Name: Signature Bank as Escrow Agent for Dynamic Ally Limited ABA#: 000000000 A/C# 1501466162 Swift Code: SIGNU33 (for foreign wires only) Ref: [Insert the Name of Subscriber exactly as it appears on the Omnibus Signature Page]my joint net worth with my spouse.

Appears in 1 contract

Samples: Subscription Agreement (MoneyOnMobile, Inc.)

Omnibus Signature Page. 9.6 This Subscription Agreement is intended to be read and construed in conjunction with the other documents Registration Rights Agreement pertaining to the issuance by the Company of the Units shares of Common Stock and Warrants to Purchasers subscribers pursuant to the Memorandum. Accordingly, pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is hereby agreed that the execution by the Purchaser and the Company of this Subscription Agreement, in the place set forth herein, shall constitute an agreement to be bound by the terms and conditions hereof and the terms and conditions of both this Subscription Agreement and the Registration Rights Agreement Agreement, with the same effect as if both this Subscription Agreement and the Registration Rights Agreement each of such separate but related agreement were separately signed. MATINAS BIOPHARMA HOLDINGS, INC. OMNIBUS SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT Purchaser Subscriber hereby elects to subscribe under the Subscription Agreement for a total of ___________ Units, Units at a cost price of $8.00 0.50 per Unit. OR Purchaser hereby elects Unit (NOTE: to subscribe under the Subscription Agreement be completed by the exchange of Old Notes on a dollar-for-dollar basis of, in the principal face amount of Old Notes of $_____________, evidenced by Note Number ______, for a total of ___________ Units, at a cost of $6.00 per Unit. Purchaser acknowledges receipt of the Amended subscriber) and Restated Confidential Private Placement Memorandum of the Company dated on or about September 15, 2010 Purchaser’s signature below constitutes execution of both executes the Subscription Agreement and the Registration Rights Agreement. DateDate (NOTE: To be completed by subscriber): ____________________, 2010. _ If the purchaser Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Print Name(s) Social Security Number(s) Signature(s) of Purchaser(sSubscriber(s) Signature Date Address If the purchaser Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Date Address OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT The Company’s signature below constitutes execution of both the Subscription Agreement and the Registration Rights Agreement. ACCEPTED AND AGREED TO this ___ day of ___________, 2010. THE PARKVIEW GROUPMATINAS BIOPHARMA HOLDINGS, INC. AEGIS CAPITAL CORP.. By: NameBy: Title: EXHIBIT A - ACCREDITED INVESTOR PAGE The undersigned Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act and amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act by virtue of being (initial all applicable responses): _____ A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958, _____ A business development company as defined in the Investment Company Act of 1940, _____ A national or state-chartered commercial bank, whether acting in an individual or fiduciary capacity, _____ An insurance company as defined in Section 2(13) of the Securities Act, _____ An investment company registered under the Investment Company Act of 1940, _____ An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000, _____ A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, _____ An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net worth together with his/her spouse, excluding the value of my/our primary residence, exceeds $1,000,000, _____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D, _____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person’s spouse was at least $300,000 during such years) and who reasonably expects an income in excess of such amount in the current year, or _____ A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity’s equity owners fall into one or more of the categories enumerated above. Name of Purchaser (Print) Name of Joint Purchaser (if any) (Print) Signature of Purchaser Signature of Joint Purchaser (if any) Capacity of Signatory (for entities) Date EXHIBIT B - WIRE INSTRUCTIONS Signature Bank 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Account Name: Signature Bank as Escrow Agent for Dynamic Ally Limited ABA#: 000000000 A/C# 1501466162 Swift Code: SIGNU33 (for foreign wires only) Ref: [Insert the Name of Subscriber exactly as it appears on the Omnibus Signature Page]Authorized Officer Authorized Officer

Appears in 1 contract

Samples: Subscription Agreement (Matinas BioPharma Holdings, Inc.)

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