Common use of Telephone Number   Telephone Number Clause in Contracts

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional Subscriber) ACCEPTED this day of 2016, on behalf of Madyson Equity Group, LP. By: Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) [seal] By: Attest: _____________________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules ACCEPTED this day of 2016, on behalf of Madyson Equity Group, LP. Name of FINRA Firm By: By: Name: Name: Title: Title: INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") of Madyson Equity Group, LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests is made solely by persons or entities that are accredited investors. ¨ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests and with total assets in excess of $5,000,000. ¨ You are a director or executive officer of Madyson Equity Group, LP ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liability. ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose subscription for and purchase of the Interests is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes you. Your net worth is $_______________________________ Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:

Appears in 3 contracts

Samples: Subscription Agreement (Madyson Equity Group, LP), Subscription Agreement (Madyson Equity Group, LP), Subscription Agreement (Madyson Equity Group, LP)

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Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional SubscriberPurchaser) ACCEPTED this 31st day of 2016January, 2019, on behalf of Madyson Equity Group, LPthe Company. By: Name: Title: /s/ Xxxxx Xxxxxx President EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporatione.g., Partnershipcorporation, Trustpartnership, EtcLLC, trust, etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) [seal] By: AttestName: Title: Address ACCEPTED this _______ day of _______________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules ACCEPTED this day of 20162019, on behalf of Madyson Equity Group, LPthe Company. Name of FINRA Firm By: By: Name: Name: Title: Title: President Appendix A INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ You are ☐ I am (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") of Madyson Equity GroupSecurities, LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Securities is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Securities is made solely by persons or entities that are accredited investors. ¨ You are ☐ I am a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are ☐ I am an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Securities and with total assets in excess of $5,000,000. ¨ You are ☐ I am a director or executive officer of Madyson Equity Group, LP ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liability. ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose subscription for and purchase of the Interests is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes you. Your net worth is $_______________________________ Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:Company.

Appears in 2 contracts

Samples: Subscription Agreement (EVO Transportation & Energy Services, Inc.), Subscription Agreement (EVO Transportation & Energy Services, Inc.)

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional Subscriber) *If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules Name of FINRA Firm ACCEPTED this day of 201620 , on behalf of Madyson Equity GroupTelcentris, LP. Inc. By: Name: Title: By: Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) [seal] By: Attest: _____________________ Name: (If Entity is a Corporation) By: Name: Title: * *If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules Name of FINRA Firm ACCEPTED this day of 201620 , on behalf of Madyson Equity GroupTelcentris, LP. Name of FINRA Firm Inc. By: Name: Title: By: Name: Name: Title: Title: ACCREDITED INVESTOR QUESTIONNAIRE InstructionsPlease complete and deliver the executed Accredited Investor Questionnaire. Once completed, please return to: Check all boxes below which correctly describe you. ¨ You are (i) a bankTelcentris, Inc. 0000 Xxxxxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Chief Executive Officer ACCREDITED INVESTOR DEFINITIONS RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED Subscriber hereby represents and warrants and certifies, under penalties of perjury, that Subscriber is an Accredited Investor as defined in Section 3(a)(2under Regulation D (“Regulation D”) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") of Madyson Equity Group, LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests is made solely by persons or entities that are accredited investors. ¨ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests and with total assets in excess of $5,000,000. ¨ You are a director or executive officer of Madyson Equity Group, LP ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liability. ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose subscription for and purchase of the Interests is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are an entity in which because Subscriber is: [check all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes you. Your net worth is $_______________________________ Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:applicable sections]

Appears in 1 contract

Samples: Subscription Agreement

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional Subscriber) ACCEPTED this ___ day of 2016_________201___, on behalf of Madyson Equity Group, LPthe Company. By: Name: Xxxxxx Xxxxxx Title: President EXECUTION BY ANY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) By: Name: Title: [seal] By: Attest: (If Entity is a Corporation) Address ACCEPTED this ____________ day of __________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules ACCEPTED this day of 2016201___, on behalf of Madyson Equity Group, LPthe Company. Name of FINRA Firm By: By: Name: Name: :Xxxxxx Xxxxxx Title: TitlePresident SUBSCRIBER QUESTIONNAIRE - ALL SUBSCRIBERS MUST COMPLETE APPLICABLE PORTIONS INSTRUCTIONS: INVESTOR QUESTIONNAIRE Instructions: Check IF YOU ARE AN ACCREDITED INVESTOR, please check all boxes below which correctly describe you. ¨ If you cannot check any of these boxes, complete the representations below regarding your qualification to invest in this Offering, as well as all other information required. [ ] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests shares of common stock (the "Interests") of Madyson Equity Group“Shares”), LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Shares is made solely by persons or entities that are accredited investors. ¨ [ ] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ [ ] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Shares and with total assets its underlying securities in excess of $5,000,000. ¨ [ ] You are a director or executive officer of Madyson Equity Group, LP ¨ the Company. [ ] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding your principal residence) at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liabilityShares. ¨ [ ] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ [ ] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, Shares and whose subscription for and purchase of the Interests Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ [ ] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes you. Your net worth is $_______________________________ Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:.

Appears in 1 contract

Samples: Common Stock Subscription Agreement (Feel the World, Inc.)

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional Subscriber) ACCEPTED this day of 20162015, on behalf of Madyson Equity GroupStrategic Global Investments, LP. Inc. By: Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) [seal] By: Attest: _____________________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules ACCEPTED this day of 20162015, on behalf of Madyson Equity GroupStrategic Global Investments, LP. Inc. Name of FINRA Firm By: By: Name: Name: Title: Title: INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests Shares (the "Interests"“Shares”) each consisting of 100 shares of the common stock, par value $0.00001 per share (the “Shares”) of Madyson Equity GroupStrategic Global Investments, LP. Inc. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Shares is made solely by persons or entities that are accredited investors. ¨ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Shares and with total assets in excess of $5,000,000. ¨ You are a director or executive officer of Madyson Equity GroupStrategic Global Investments, LP Inc. ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the InterestsShares, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liability. ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the InterestsShares, whose subscription for and purchase of the Interests Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None Check all boxes below which correctly describe you. With respect to this investment in Shares of the above describes you. Your net worth is $_______________________________ Issuer, your: Investment Objectives: x Aggressive Growth x Speculation Risk Tolerance: ¨ Low Risk ¨ Moderate Risk x High Risk Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:: I/We understand that this investment is not guaranteed. I/We are aware that this investment is not liquid. I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Shares of the Issuer. Name of Purchaser [please print] Name of Co-Purchaser [please print] Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) Signature of Co-Purchaser Name of Signatory (Entities only)

Appears in 1 contract

Samples: Subscription Agreement (Strategic Global Investments Inc)

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional SubscriberPurchaser) ACCEPTED this day of 20162015, on behalf of Madyson Equity Group, LPthe Company. By: Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) By: Name: Title: [seal] By: Attest: _____________________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules Address ACCEPTED this day of 20162015, on behalf of Madyson Equity Group, LPthe Company. Name of FINRA Firm By: By: Name: Name: Title: Title: INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") shares of Madyson Equity Groupcommon stock or preferred stock, LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Securities is made solely by persons or entities that are accredited investors. ¨ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Securities and with total assets its underlying securities in excess of $5,000,000. ¨ You are a director or executive officer of Madyson Equity Group, LP the Company. ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liabilitySecurities. ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, Securities and whose subscription for and purchase of the Interests Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes Check all boxes below which correctly describe you. Your net worth is $_______________________________ With respect to this investment in the Securities, your: Investment Objectives: ¨ Aggressive Growth ¨ Speculation Risk Tolerance: ¨ Low Risk ¨ Moderate Risk ¨ High Risk Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:

Appears in 1 contract

Samples: Subscription Agreement (Mabvax Therapeutics Holdings, Inc.)

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) /s/ Xxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx (Signature) (Signature of Additional Subscriber) ACCEPTED this day as of 2016July 15, 2019, on behalf of Madyson Equity Group, LPthe Company. By: Name: Title: /s/ Xxxxx Xxxxxx President EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporatione.g., Partnershipcorporation, Trustpartnership, EtcLLC, trust, etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) [seal] By: AttestName: Title: Address ACCEPTED as of _____________________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules ACCEPTED this day of 20162019, on behalf of Madyson Equity Group, LPthe Company. Name of FINRA Firm By: By: Name: Name: Title: Title: President Appendix A INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ You are ☐ The Subscriber is (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") of Madyson Equity GroupSecurities, LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Securities is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Securities is made solely by persons or entities that are accredited investors. ¨ You are ☐ The Subscriber is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are ☐ The Subscriber is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Securities and with total assets in excess of $5,000,000. ¨ You are ☐ The Subscriber is a director or executive officer of Madyson Equity Group, LP ¨ You are the Company. ☒ The Subscriber is a natural person whose individual net worth, or joint net worth with your my spouse, exceeds $1,000,000 at the time of your my subscription for and purchase of the InterestsSecurities. For purposes of this Subscription Agreement, “net worth” means the excess of total assets at fair market value, including real and personal property, but excluding your primary residence as an asset and any indebtedness that is secured by the value of your primary residence, over total liabilities. Total liabilities excludes any mortgage on the primary residence in an amount of up to the home’s estimated fair market value value, but includes (i) any mortgage amount in excess of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of your primary residence at this time must also be included as a liabilitySecurities for the purpose of investing in the Securities. ¨ You are ☐ The Subscriber is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your my spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are Appendix A ☐ The Subscriber is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the InterestsSecurities, whose subscription for and purchase of the Interests Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are ☐ The Subscriber is an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None Note: For Subscribers attempting to qualify under this item, each equity owner must complete, sign and return to the Company a separate copy of this Questionnaire). ☐ The Subscriber does NOT meet any of the above describes youforegoing categories. Your net worth is $_______________________________ Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials The undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Securities of the Company. Xxxxxxxx X. Xxxxxx XX Xxxxxx X. Xxxxxx Name of Subscriber [please print] Name of Co-Subscriber [please print] /s/ Xxxxxxxx X. Xxxxxx XX /s/ Xxxxxx Xxxxxx Signature of Subscriber (purchaser and coEntities please Signature of Co-purchaser, if applicableSubscriber provide signature of Subscriber’s duly authorized signatory.) are required for each item below:7-17-19 Name of Signatory (Entities only) Date Title of Signatory (Entities only) EXHIBIT A SUBSCRIPTION SECURITIES 625,000 shares of Common Stock

Appears in 1 contract

Samples: Subscription Agreement (EVO Transportation & Energy Services, Inc.)

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional SubscriberPurchaser) ACCEPTED this ___ day of 2016_________ 2017, on behalf of Madyson Equity Group, LPthe Company. By: Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) By: Name: Title: [seal] By: Attest: (If Entity is a Corporation) Address ACCEPTED this ____________ day of __________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules ACCEPTED this day of 20162017, on behalf of Madyson Equity Group, LPthe Company. Name of FINRA Firm By: By: Name: Name: Title: Title: INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ [ ] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") of Madyson Equity GroupShares, LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Securities is made solely by persons or entities that are accredited investors. ¨ [ ] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ [ ] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Securities and with total assets its underlying securities in excess of $5,000,000. ¨ [ ] You are a director or executive officer of Madyson Equity Group, LP ¨ the Company. [ ] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liabilitySecurities. ¨ [ ] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ [ ] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, Securities and whose subscription for and purchase of the Interests Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ [ ] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes Check all boxes below which correctly describe you. Your net worth is $_______________________________ With respect to this investment in the Securities, your: Investment Objectives: [ ] Aggressive Growth [ ] Speculation Risk Tolerance: [ ] Low Risk [ ] Moderate Risk [ ] High Risk Are you associated with a FINRA Member Firm? ¨ [ ] Yes ¨ [ ] No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Securities. Name of Purchaser [please print] Name of Co-Purchaser [please print] Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) Signature of Co-Purchaser Name of Signatory (Entities only) Title of Signatory (Entities only) [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] WIRE INSTRUCTIONS Company: Function (X) Inc. 900 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone Number: 200-000-0000 Fax Number: 600-000-0000 Bank: Deutsche Bank 300 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Account Name: Function(x), Inc. ABA Routing Number: 000000000 Account Number: 40000000 SCHEDULE I Pro Forma Capitalization Table Cap Table (all figures shown in $MM, except share amounts) Current (2) % Adjusted for Transaction(3) % Adjusted for Conversion (4) % Adjusted for Conversion (5) % Sillerman Debt and Accrued Interest (1) $ 5.7 $ 5.7 $ 5.7 $ 5.7 New Note (1) $ 3.3 $ 3.3 – – Series E $ 1.5 $ 1.5 – – Series F – $ 2.0 – – Other Notes (1) $ 0.3 $ 0.3 $ 0.3 $ 0.3 Private Placement Warrants $ 2.3 $ 2.3 $ 2.3 $ 2.3 Placement Agent Warrants $ 0.3 $ 0.3 $ 0.3 $ 0.3 Representative Warrants $ 0.1 $ 0.1 $ 0.1 $ 0.1 Sillerman (Shares) 17,776,415 58.8 % 17,776,415 58.8 % 17,776,415 45.4 % 17,776,415 32.3 % Public (Shares) 9,683,143 32.0 % 9,683,143 32.0 % 9,683,143 24.7 % 9,683,143 17.6 % Series E (Shares) 2,778,797 9.2 % 2,778,797 9.2 % 4,196,277 10.7 % 4,196,277 7.6 % Series F (Shares) – – 4,400,000 11.2 % 20,240,000 36.8 % New Note (Shares) – – 3,135,959 8.0 % 3,135,959 5.7 % Net Debt, Preferreds & Warrants $ 13.6 $ 15.6 $ 8.8 $ 8.8 Total Outstanding Shares 30,238,355 100.0 % 30,238,355 100.0 % 39,191,794 100.0 % 55,031,794 100.0 %

Appears in 1 contract

Samples: Subscription Agreement (Function(x) Inc.)

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Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional SubscriberPurchaser) ACCEPTED this day of 20162015, on behalf of Madyson Equity Group, LPthe Company. By: Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) By: Name: Title: [seal] By: Attest: _____________________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules Address ACCEPTED this day of 20162015, on behalf of Madyson Equity Group, LPthe Company. Name of FINRA Firm By: By: Name: Name: Title: Title: INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") shares of Madyson Equity Groupcommon stock or preferred stock, LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Securities is made solely by persons or entities that are accredited investors. ¨ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Securities and with total assets its underlying securities in excess of $5,000,000. ¨ You are a director or executive officer of Madyson Equity Group, LP the Company. ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liabilitySecurities. ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, Securities and whose subscription for and purchase of the Interests Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes Check all boxes below which correctly describe you. Your net worth is $_______________________________ With respect to this investment in the Securities, your: Investment Objectives: ¨ Aggressive Growth ¨ Speculation Risk Tolerance: ¨ Low Risk ¨ Moderate Risk ¨ High Risk Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:: I/We understand that this investment is not guaranteed. I/We are aware that this investment is not liquid. I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Securities. Name of Purchaser [please print] Name of Co-Purchaser [please print] Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) Signature of Co-Purchaser Name of Signatory (Entities only) Title of Signatory (Entities only) [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]

Appears in 1 contract

Samples: Subscription Agreement (Mabvax Therapeutics Holdings, Inc.)

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional Subscriber) ACCEPTED this day of 20162017, on behalf of Madyson Equity Group111 Crowdfunding, LP. LLC By: Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: _________________________________________________________________ State of Principal Office: ____________________________________________________________________________ Federal Taxpayer Identification Number: ________________________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) [seal] By: Attest: ________________________________________________ Office Address _________________________________________________ City, State and Zip Code _________________________________________________ Telephone Number _________________________________________________ Fax Number (if available) _________________________________________________ E-Mail (if available) [seal] By: Attest: Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules ACCEPTED this day of 20162017, on behalf of Madyson Equity Group111 Crowdfunding, LP. LLC Name of FINRA Firm By: By: Name: Name: Title: Title: INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") of Madyson Equity Group111 Crowdfunding, LP. LLC is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests is made solely by persons or entities that are accredited investors. ¨ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests and with total assets in excess of $5,000,000. ¨ You are a director or executive officer of Madyson Equity Group111 Crowdfunding, LP LLC ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liability. ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose subscription for and purchase of the Interests is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes you. Your net worth is $_______________________________ Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:: ______ ______ I/We understand that this investment is not guaranteed. ______ ______ I/We are aware that this investment is not liquid. ______ ______ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ______ ______ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Interests of the Issuer. Name of Purchaser [please print] Name of Co-Purchaser [please print] Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) Signature of Co-Purchaser Name of Signatory (Entities only) Title of Signatory (Entities only)

Appears in 1 contract

Samples: Subscription Agreement (111 Crowdfunding LLC)

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional Subscriber) ACCEPTED this day of 20162015, on behalf of Madyson Equity GroupUnited Group Fund, LP. Inc. By: Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) [seal] By: Attest: _____________________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules Name of FINRA Firm ACCEPTED this day of 20162015, on behalf of Madyson Equity GroupUnited Group Fund, LP. Name of FINRA Firm Inc. By: By: Name: Name: Title: Title: INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests Shares (the "InterestsShares") each consisting of 100 shares of the common stock, par value $0.00001 per share (the "Shares") of Madyson Equity GroupUnited Group Fund, LP. Inc. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Shares is made solely by persons or entities that are accredited investors. ¨ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Shares and with total assets in excess of $5,000,000. ¨ You are a director or executive officer of Madyson Equity GroupUnited Group Fund, LP Inc. ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the InterestsShares, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liability. ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the InterestsShares, whose subscription for and purchase of the Interests Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes you. Your net worth is $_______________________________ Are you associated with a FINRA Member Firm? ¨ Yes ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:

Appears in 1 contract

Samples: Subscription Agreement (United Group Fund, Inc)

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) E-Mail (if available) E-Mail (if available) (Signature) (Signature of Additional SubscriberPurchaser) ACCEPTED this ___ day of 2016_________ 2014, on behalf of Madyson Equity Group, LPthe Company. By: Name: Title: [SIGNATURE PAGE FOR NOTE PURCHASE AGREEMENT] EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________________ Office Address City, State and Zip Code Telephone Number Fax Number (if available) E-Mail (if available) By: Name: Title: [seal] By: Attest: (If Entity is a Corporation) Address ACCEPTED this ____________ day of __________ Name: (If Entity is a Corporation) Title: * If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules ACCEPTED this day of 20162014, on behalf of Madyson Equity Group, LPthe Company. Name of FINRA Firm By: By: Name: Name: Title: Title: INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. ¨ o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) 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, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (1) the decision that you shall subscribe for and purchase Interests (the "Interests") shares of Madyson Equity Groupcommon stock or preferred stock, LP. is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Interests Notes is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Interests Securities is made solely by persons or entities that are accredited investors. ¨ o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. ¨ o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Interests Securities and with total assets its underlying securities in excess of $5,000,000. ¨ o You are a director or executive officer of Madyson Equity Group, LP ¨ the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Interests, excluding your primary residence as an asset and any indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at this time, as a liability (except that if the amount of the indebtedness secured by your primary residence at this time exceeds the amount of such indebtedness outstanding 60 days earlier, other than as a result of the purchase of the primary residence, the amount of the excess must be included as a liability) and any indebtedness that is secured by your primary residence which is more than the estimated fair market value of your primary residence at this time must also be included as a liabilitySecurities. ¨ o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. ¨ o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, Securities and whose subscription for and purchase of the Interests Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. ¨ o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. ¨ None of the above describes Check all boxes below which correctly describe you. Your net worth is $_______________________________ With respect to this investment in the Securities, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? ¨ o Yes ¨ o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below:: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Note Purchase Agreement pursuant to which it purchased the Note. Name of Purchaser [please print] Name of Co-Purchaser [please print] Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) Signature of Co-Purchaser Name of Signatory (Entities only) Title of Signatory (Entities only) [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] OPTEX SYSTEMS HOLDINGS, INC. Exhibit A Form of Note Exhibit B Wire Instructions Exhibit C Registration Rights Agreement SCHEDULE I Use of Proceeds Acquisitions and incidental costs General Working Capital

Appears in 1 contract

Samples: Note Purchase Agreement (Optex Systems Holdings Inc)

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