Common use of SIGNATURE PAGE Clause in Contracts

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelow, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTD. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $_________________, together with a Warrant exerciseable for that number of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 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) Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Address: Date If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust By: Name: State of Organization Title: Address: Date AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTD. By: Name: Date Title: Exhibit A FORM OF INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above. Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company. Initial _______ 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 Subscription 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 §2(13) of the Securities Act, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor)

Appears in 2 contracts

Samples: Convertible Notes Agreement (Motus GI Holdings, Inc.), Convertible Notes Agreement (Motus GI Holdings, Inc.)

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SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelow, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect affect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDORBITAL TRACKING CORP. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $_________________, together with representing ________Shares of Preferred Stock, at a Warrant exerciseable for that number purchase price of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note (NOTE: to be completed by the Purchaser)$4.00 per Share. Date (NOTE: To be completed by the Purchaser): __________________, 2016 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) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Entity ____________________________ ____________________________ Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization Title: Address: ____________________________ ___________________________ ____________________________ Date ____________________________ AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDORBITAL TRACKING CORP. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Date Dxxxx Xxxxxx Title: Exhibit Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 year. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTDORBITAL TRACKING CORP. For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ I certify that I have an individual a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or joint net worth other similar shared ownership interest with my spouse, as of the date hereof in excess of $1 million. For purposes of calculating net worth under this categoryparagraph, (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 (iviii) 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 certify that 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one either of the criteria for Individual Investors set forth Investors, above. Initial _______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the in Company. Initial _______ The investor undersigned 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 undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this the Subscription 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, above. Initial _______ The investor undersigned 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 undersigned 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 undersigned 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 undersigned 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 undersigned certifies that it is an insurance company as defined in §2(132(a)(13) of the Securities ActAct of 1933, as amended, or a registered investment company. Initial ORBITAL TRACKING CORP. Investor Questionnaire (Must be completed by Purchaser) Section A - Individual Purchaser Information Purchaser Name(s): ________________________________________________________________________ An investment company registered under the Investment Company Act of 1940 Individual executing Profile or a business development company as defined in Section 2(a)(48) of that Act. Initial Trustee: _______________________________________________________________________ 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 1958. Initial Social Security Numbers / Federal I.D. Number: ________________________________________________________________________ A private business development company as defined in Section 202(a)(22) Date of the Birth: _________________ Marital Status: _________________ Joint Party Date of Birth:________________ Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile Experience (Must be completed by Investor)Years): ___________ Annual Income: _________________ Net Worth: ________________ Home Street Address: ________________________________________________________________________ Home City, State & Zip Code: ________________________________________________________________________ Home Phone: ________________________ Home Fax: _____________________ Home Email: _______________________________ Employer: ________________________________________________________________________ Employer Street Address: ________________________________________________________________________ Employer City, State & Zip Code: ________________________________________________________________________

Appears in 2 contracts

Samples: Subscription Agreement (Orbital Tracking Corp.), Subscription Agreement (Orbital Tracking Corp.)

SIGNATURE PAGE. (a) It is hereby agreed that the execution by the Purchaser of this Subscription Agreement, in the place set forth herein, will constitute agreement to be bound by the terms and conditions hereof. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDTHE GRILLED CHEESE TRUCK, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $________ of Notes and Warrants (or $__________, together with a Warrant exerciseable for that number _ of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the face principal amount of Notes). For each $25,000 of face principal amount of Notes purchased the Note purchaser to receive Warrants to purchase 12,500 shares of common stock. (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 2013 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) Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Address: Date Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Address: Date Address AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDTHE GRILLED CHEESE TRUCK, INC. By: Name: Date Title: Exhibit A FORM OF THE GRILLED CHEESE TRUCK, INC. ACCREDITED INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ I certify that I have an individual a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or joint net worth other similar shared ownership interest with my spouse, as of the date hereof in excess of $1 million. For purposes hereof, “net worth” shall be deemed to include all of calculating net worth under this categoryyour assets, liquid or illiquid (i) excluding 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 your principal residence), minus all of the sale of securities, shall not be included as a liability, your liabilities (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 excluding the amount of outstanding indebtedness that is secured by the primary your principal residence exceeds the amount outstanding 60 days prior up 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 liabilityits fair market value). Initial _______ I certify that 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one either of the criteria for Individual Investors set forth Investors, above. Initial _______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million 5,000,000 and was not formed for the purpose of investing the in Company. Initial _______ The investor undersigned 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 undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this the Subscription 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, above. Initial _______ The investor undersigned 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 undersigned 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 undersigned 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 undersigned 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 undersigned certifies that it is an insurance company as defined in §2(132(a)(13) of the Securities ActAct of 1933, as amended, or a registered investment company. Initial THE GRILLED CHEESE TRUCK, INC. Purchaser Questionnaire (Must be completed by Investor) Section A - Personal Investor Information Title in Which Securities Are to be Held: ________________________________________________________________________ An investment company registered under the Investment Company Act of 1940 Individual Executing Profile or a business development company as defined in Section 2(a)(48) of that Act. Initial Trustee: _______________________________________________________________________ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor)Social Security Numbers / Federal I.D. Number:

Appears in 1 contract

Samples: Subscription Agreement (Grilled Cheese Truck, Inc.)

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-anti- money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDTOUGHBUILT INDUSTRIES, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $__________________ Units (the “Units”), together with at a Warrant exerciseable for that number purchase price of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note $5.00 per Unit (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 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) Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Address: Date Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Address: Date Address AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDTOUGHBUILT INDUSTRIES, INC. By: Name: Mxxxxxx Xxxxxxxx Date Title: Exhibit A FORM OF Chief Executive Officer TOUGHBUILT INDUSTRIES, INC. ACCREDITED INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ I certify that I have an individual a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or joint net worth other similar shared ownership interest with my spouse, as of the date hereof in excess of $1 million. For purposes hereof, “net worth” shall be deemed to include all of calculating net worth under this categoryyour assets, liquid or illiquid (i) excluding 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 your principal residence), minus all of the sale of securities, shall not be included as a liability, your liabilities (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 excluding the amount of outstanding indebtedness that is secured by the primary your principal residence exceeds the amount outstanding 60 days prior up 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. its fair market value.) Initial _______ I certify that 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one either of the criteria for Individual Investors set forth Investors, above. Initial _______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the in Company. Initial _______ The investor undersigned 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 undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this the Subscription 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, above. Initial _______ The investor undersigned 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 undersigned 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 undersigned 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 undersigned 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 undersigned certifies that it is an insurance company as defined in §2(132(a)(13) of the Securities ActAct of 1933, as amended, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor)BAD ACTOR DISQUALIFICATION QUESTIONNAIRE

Appears in 1 contract

Samples: Subscription Agreement (Toughbuilt Industries, Inc)

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDMARIZYME, INC. OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note total of _________ shares of Common Stock, for a total principal an aggregate subscription amount of $_________________, together with a Warrant exerciseable for that number of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note . (NOTE: to be completed by the Purchaser). Date By execution and delivery of this omnibus signature page, you are (NOTE: To be completed by a) agreeing to become (i) a Purchaser, as defined above, and (ii) a party to the Purchaser): Registration Rights Agreement dated as of _________________ __, 2016 2020. If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name(s) Name Social Security Number(s) Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name(s) Name Social Security Number(sNumber Signature Date Address (if different from above) Signature(s) of Purchaser(s) Signature Address: Date If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust By: Name: State of Organization Title: Address: Federal Taxpayer Identification Number Signature Date Print Name Business Address Title AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDMARIZYME, INC. By: Name: Print Name Date Title: Exhibit A FORM OF Title MARIZYME, INC. ACCREDITED INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) I certify that I have an individual a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or joint net worth other similar shared ownership interest with my spouse, as of the date hereof in excess of $1 million. For purposes of calculating net worth under this categoryparagraph, (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 (iviii) 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 _______ Initial(s) I certify that 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ Initial(s) The investor undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above. Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company. Initial _______ 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 Subscription 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. bankindividual investors, 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 §2(13) of the Securities Act, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor)above.

Appears in 1 contract

Samples: Subscription Agreement (Marizyme Inc)

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDBRIGHT MOUNTAIN MEDIA, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $_________________Units (the “Units”), together with at a Warrant exerciseable for that number purchase price of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note $0.40 per Unit (NOTE: to be completed by the Purchaser). Amount of Subscription: Number of Units x $0.50 per Unit $__________ Payment Method (Check One) _____ Check Enclosed or _____ Wire Transfer Date (NOTE: To be completed by the Purchaser): __________________, 2016 2019 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTSTENANTS WITH RIGHTS OF SURVIVORSHIP (JTWROS), as TENANTS IN COMMONCOMMON (TIC), or as COMMUNITY PROPERTY: TENANTS BY THE ENTIRETY (TBTE): ____________________________ ______________________________ Print Name(s) Social Security Number(s) Print Name(s) Social Security Number(s) ___________________________ ______________________________ Signature(s) of Purchaser(s) Signature Address: ____________________________ ______________________________ Date Address How Securities will be held (check one) _____ individually _____ JTWROS _____ TIC _____ TBTE If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer _____________________ ______________________________ Name of Partnership, Identification Number Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Address: Date AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTD. By: Name: Date Title: Exhibit A FORM OF INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): 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 Date Address AGREED AND ACCEPTED: BRIGHT MOUNTAIN MEDIA, INC. By: Name: W. Kxx Xxxxxx Date: Title: Chief Executive Officer PURCHASER QUESTIONNAIRE Purpose of this Purchaser Questionnaire: Units of Bright Mountain Media, Inc., a Florida corporation (the “Company”), are being offered without registration under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of certain states, in reliance on the private offering exemption contained in the Securities Act and Rule 506(b) of Regulation D thereunder and/or Regulation S thereunder, and in reliance on similar exemptions under certain applicable state laws. The purpose of this Purchaser Questionnaire is to assure the Company that the proposed purchaser meets the standards imposed for the past two years application of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint incomesuch exemptions, including, but not limited to, whether the proposed purchaser qualifies as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above. Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company. Initial _______ 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 (“accredited investor,” 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 Subscription 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 §2(13) of Rule 501 under the Securities Act. Your answers will at all times be kept strictly confidential. However, by signing this Purchaser Questionnaire, you agree that the Company may present this Purchaser Questionnaire to such parties as the Company may deem appropriate if called upon under applicable law to establish the availability of any exemption from registration of the private placement, or if the contents hereof are relevant to any issue in any action, suit or proceeding to which the Company is a registered investment companyparty or by which it may be bound. Initial _______ An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of The undersigned realizes that Act. Initial _______ A Small Business Investment Company licensed this Purchaser Questionnaire does not constitute an offer by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958Company to sell its securities, but is a request for information. Initial _______ THE COMPANY WILL NOT OFFER OR SELL SECURITIES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE, A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor)CONFIDENTIAL PRIVATE PURCHASER QUESTIONNAIRE.

Appears in 1 contract

Samples: Subscription Agreement (Bright Mountain Media, Inc.)

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA Unit Purchase Agreement and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDBIOSIG TECHNOLOGIES, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note total of units, each unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase one half (0.5) of one (1) share of Common Stock (“Warrant”) (the “Units”), at a purchase price of $1.50 per Unit, for a total principal amount an aggregate Subscription Amount of $_________________, together with a Warrant exerciseable for that number of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note . (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 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) Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Address: Date Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust Federal Taxpayer Identification Number By: Name: State of Organization Title: Address: Date Address AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDBIOSIG TECHNOLOGIES, INC. By: Name: Date Title: Exhibit A FORM OF INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above. Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company. Initial _______ 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 Subscription 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 §2(13) of the Securities Act, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor):

Appears in 1 contract

Samples: Subscription Agreement (BioSig Technologies, Inc.)

SIGNATURE PAGE. (a) It is hereby agreed that the execution by the Purchaser of this Subscription Agreement, in the place set forth herein, will constitute agreement to be bound by the terms and conditions hereof and by the Purchase Agreement. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the JoinderWarrant and the Note (collectively, the CNA and each of the other Transaction Documents”), and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDTRIG ACQUISITION 1, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $________ of Notes and Warrants (or $__________, together with a Warrant exerciseable for that number _ of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the face principal amount of Notes). For each $25,000 of face principal amount of Notes purchased the Note purchaser to receive Warrants to purchase 12,500 shares of common stock. (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 2012 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) Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Address: Date Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Address: Date Address AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDTRIG ACQUISITION 1, INC. By: Name: Date Title: Exhibit EXHIBIT A FORM OF INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTDCONVERTIBLE PROMISSORY NOTE Note No.: N- 10% CONVERTIBLE SENIOR SECURED NOTE OF TRIG Acquisition 1, Inc. NEITHER THE ISSUANCE AND SALE OF THIS NOTE, THE WARRANT NOR THE SECURITIES INTO WHICH THIS NOTE AND THE WARRANT ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. For Individual Investors Only THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (All individual investors must INITIAL where appropriatei) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY’S LEGAL COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (ii) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. Where there are joint investors both parties must INITIAL): Initial _______ I have an individual net worthTHIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) Principal Amount: $25,000.00 Purchase Price: $25,000.00 Issue Date: [ , 2012] Maturity Date: THREE YEAR ANNIVERSARY OF ISSUE DATE FORM OF CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Trig Acquisition 1 Inc., a Nevada corporation (hereinafter called “Borrower” or joint net worth with my spousethe “Company”), hereby promises to pay to [Noteholder] (the “Holder”) or order, without demand, the aggregate principal amount of [$25,000] (twenty-five thousand dollars) (the “Principal Amount”), payable on the third anniversary of the Issue Date (the “Maturity Date”) if not converted as provided herein prior to the Maturity Date. This Note (“Note”) is issued pursuant to the terms of a Subscription Agreement (the “Subscription Agreement”), by and between the Borrower and, inter alia, the Holder, dated as of the date hereof in excess of $1 million. For purposes of calculating net worth under this categoryIssue Date, (i) the undersigned’s primary residence and shall not be included as an asset, (ii) indebtedness that is secured governed 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, terms set forth herein 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above. Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company. Initial _______ 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 Subscription Agreement. Initial _______ The undersigned certifies that it is Each Note also contains a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either three (3) year warrant to purchase 12,500 shares 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 common stock substantially in the Companyform attached as Exhibit B to the Subscription Agreement (the “Warrant”). Initial _______ The investor certifies that it Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing set forth 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 investmentSubscription Agreement. 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 §2(13) of the Securities Act, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor)following terms shall apply to this Note:

Appears in 1 contract

Samples: Subscription Agreement (Trig Acquisition 1, Inc)

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SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute a signature of the Purchaser to the Securities Purchase and Registration Rights Agreement and the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA Securities Purchase and Registration Rights Agreement and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDAIT THERAPEUTICS, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $_________________, together with a Warrant exerciseable for that number of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 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) Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Address: Date If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust By: Name: State of Organization Title: Address: Date AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTD. By: Name: Date Title: Exhibit A FORM OF INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above. Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company. Initial _______ 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 Subscription 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 §2(13) of the Securities Act, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor)SECURITIES PURCHASE AND REGISTRATION RIGHTS

Appears in 1 contract

Samples: Subscription Agreement (AIT Therapeutics, Inc.)

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDSUMMIT WIRELESS TECHNOLOGIES, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note total of _________ Units, each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock, at a purchase price of $0.4585 per Unit, for a total principal an aggregate subscription amount of $_________________, together with a Warrant exerciseable for that number of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note . (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name(s) Name Social Security Number(s) Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name(s) Name Social Security Number(sNumber Signature Date Address (if different from above) Signature(s) of Purchaser(s) Signature Address: Date If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust By: Name: State of Organization Title: Address: Federal Taxpayer Identification Number Signature Date Print Name Business Address Title AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDSUMMIT WIRELESS TECHNOLOGIES, INC. By: Name: Print Name Date Title: Exhibit A FORM OF Title SUMMIT WIRELESS TECHNOLOGIES, INC. ACCREDITED INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ Initial(s) I certify that I have an individual a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or joint net worth other similar shared ownership interest with my spouse, as of the date hereof in excess of $1 million. For purposes of calculating net worth under this categoryparagraph, (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 (iviii) 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 _______ Initial(s) I certify that 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ Initial(s) The investor undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one either of the criteria for Individual Investors set forth individual investors, above. Initial _______ Initial(s) The investor undersigned certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing in the Company. Initial _______ Initial(s) The investor undersigned 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 _______ Initial(s) The investor undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this the Subscription Agreement. Initial _______ Initial(s) 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 Investorsindividual investors, above. Initial _______ Initial(s) The investor undersigned 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 _______ Initial(s) The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. Initial _______ Initial(s) The investor undersigned 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 _______ Initial(s) The investor undersigned 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 _______ Initial(s) The investor undersigned 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 _______ Initial(s) The investor undersigned certifies that it is an insurance company as defined in §2(132(a)(13) of the Securities ActAct of 1933, as amended, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTDSUMMIT WIRELESS TECHNOLOGIES, INC. Investor Profile (Must be completed by Investor)) Section A - Personal Investor Information EXACT Title in Which Securities Should be Held: Individual Executing Profile: Social Security Number(s) / Federal I.D. Number: Date of Birth: _________________ Marital Status: ____________________ Joint Party Date of Birth: __________________ Investment Experience (Years): _____________ Annual Income: _________ Net Worth: _____________ Home Street Address: Home City, State & Zip Code: Home Phone: ______________________ Home Fax: _______________________ Home Email: Employer: Employer Street Address: Employer City, State & Zip Code:

Appears in 1 contract

Samples: Subscription Agreement (Summit Wireless Technologies, Inc.)

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDHOTH THERAPEUTICS, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of common stock, par value $0.0001 per share (the “Common Stock”) and (ii) a warrant to purchase one-half (0.5) share of Common Stock (“Warrant”), at a purchase price of $5.00 per Unit, for a total principal amount an aggregate Subscription Amount of $_________________, together with a Warrant exerciseable for that number of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note . (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name(s) Name Social Security Number(s) Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name(s) Name Social Security Number(sNumber Signature Date Address (if different from above) Signature(s) of Purchaser(s) Signature Address: Date If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust By: Name: State of Organization Title: Address: Date AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTD. Federal Taxpayer Identification Number By: Name: Date Title: Exhibit A FORM OF Business Address AGREED AND ACCEPTED: HOTH THERAPEUTICS, INC. By: Name: Xxxx Xxxx Date Title: Chief Executive Officer HOTH THERAPEUTICS, INC. ACCREDITED INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _Initial(s) ______ I certify that I have an individual a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or joint net worth other similar shared ownership interest with my spouse, as of the date hereof in excess of $1 million. For purposes of calculating net worth under this categoryparagraph, (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 (iviii) 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 _Initial(s) ______ I certify that 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above. Initial _______ The investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company. Initial _______ 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 Subscription 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 §2(13) of the Securities Act, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor).

Appears in 1 contract

Samples: Subscription Agreement (Hoth Therapeutics, Inc.)

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDTOUGHBUILT INDUSTRIES, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $_________________Units (the “Units”), together with at a Warrant exerciseable for that number purchase price of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note $5.00 per Unit (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 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) Print Name(s) Social Security Number(s) Signature(s) of Purchaser(s) Signature Address: Date Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: Address: Date Address AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDTOUGHBUILT INDUSTRIES, INC. By: Name: Mxxxxxx Xxxxxxxx Date Title: Exhibit A FORM OF Chief Executive Officer TOUGHBUILT INDUSTRIES, INC. ACCREDITED INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ I certify that I have an individual a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or joint net worth other similar shared ownership interest with my spouse, as of the date hereof in excess of $1 million. For purposes hereof, “net worth” shall be deemed to include all of calculating net worth under this categoryyour assets, liquid or illiquid (i) excluding 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 your principal residence), minus all of the sale of securities, shall not be included as a liability, your liabilities (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 excluding the amount of outstanding indebtedness that is secured by the primary your principal residence exceeds the amount outstanding 60 days prior up 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. its fair market value.) Initial _______ I certify that 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one either of the criteria for Individual Investors set forth Investors, above. Initial _______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the in Company. Initial _______ The investor undersigned 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 undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this the Subscription 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, above. Initial _______ The investor undersigned 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 undersigned 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 undersigned 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 undersigned 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 undersigned certifies that it is an insurance company as defined in §2(132(a)(13) of the Securities ActAct of 1933, as amended, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (Must be completed by Investor).

Appears in 1 contract

Samples: Subscription Agreement (Toughbuilt Industries, Inc)

SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to effect any transactions for you. MOTUS GI MEDICAL TECHNOLOGIES LTDFTE NETWORKS, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase one (1) share of Common Stock (“Warrant”), at a purchase price of $0.40 per Unit, for a total principal amount an aggregate Subscription Amount of $_________________, together with a Warrant exerciseable for that number of shares of Series A Convertible Preferred Stock of Motus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note . (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name(s) Name Social Security Number(s) Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name(s) Name Social Security Number(sNumber Signature Date Address (if different from above) Signature(s) of Purchaser(s) Signature Address: Date If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust Federal Taxpayer Identification Number By: Name: State of Organization Date Title: Address: Date Business Address AGREED AND ACCEPTED: MOTUS GI MEDICAL TECHNOLOGIES LTDFTE NETWORKS, INC. By: Name: Date Title: Exhibit A FORM OF FTE NETWORKS, INC. ACCREDITED INVESTOR QUESTIONNAIRE MOTUS GI MEDICAL TECHNOLOGIES LTD. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _Initial(s) ______ I certify that I have an individual a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or joint net worth other similar shared ownership interest with my spouse, as of the date hereof in excess of $1 million. For purposes of calculating net worth under this categoryparagraph, (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 (iviii) 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 _Initial(s) ______ I certify that 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, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _Initial(s) ______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one either of the criteria for Individual Investors set forth individual investors, above. Initial _Initial(s) ______ The investor undersigned certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing in the Company. Initial _Initial(s) ______ The investor undersigned 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 _Initial(s) ______ The investor undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this the Subscription Agreement. Initial _Initial(s) ______ 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 Investorsindividual investors, above. Initial _Initial(s) ______ The investor undersigned 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 _Initial(s) ______ The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. Initial _Initial(s) ______ The investor undersigned 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 _Initial(s) ______ The investor undersigned 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 _Initial(s) ______ The investor undersigned 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 _Initial(s) ______ The investor undersigned certifies that it is an insurance company as defined in §2(132(a)(13) of the Securities ActAct of 1933, as amended, or a registered investment company. Initial _______ 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. Initial _______ 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 1958. Initial _______ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. MOTUS GI MEDICAL TECHNOLOGIES LTDFTE NETWORKS, INC. Investor Profile (Must be completed by Investor)) Section A - Personal Investor Information EXACT Title in Which Securities Should be Held: _______________________________________________________________________ Individual Executing Profile: _______________________________________________________________________ Social Security Number(s) / Federal I.D. Number: _______________________________________________________________________ Date of Birth: _________________ Marital Status: ____________________ Joint Party Date of Birth: __________________ Investment Experience (Years): _____________ Annual Income: _________ Net Worth: _____________ Home Street Address: ________________________________________________________________________ Home City, State & Zip Code: ________________________________________________________________________ Home Phone: ______________________ Home Fax: _______________________ Home Email: ____________________________ Employer: __________________________________________________________________ Employer Street Address: ________________________________________________________________________ Employer City, State & Zip Code: ________________________________________________________________________

Appears in 1 contract

Samples: Unit Purchase Agreement (FTE Networks, Inc.)

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