Common use of MONEY LAUNDERING REQUIREMENTS Clause in Contracts

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. RELMADA THERAPEUTICS, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock (“Warrant”), at a purchase price of $1.50 per Unit, for an aggregate Subscription Amount of $____________. (NOTE: to be completed by the Purchaser). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name Social Security Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name Social Security Number Signature Date Address (if different from above) If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Corporation, Limited Liability Company or Trust Federal Taxpayer Identification Number Signature Date Print Name Business Address Title

Appears in 1 contract

Samples: Subscription Agreement (Relmada Therapeutics, Inc.)

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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 affect any transactions for you. RELMADA THERAPEUTICS, INCORBITAL TRACKING CORP. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock (“Warrant”), at a purchase price of $1.50 per Unit, for an aggregate Subscription Amount of $_________________, representing ________Units, at a purchase price of $10.00 per Unit. Date (NOTE: to To be completed by the Purchaser). ): __________________, 20___ If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name Name(s) Social Security Number Signature Date Mailing Address Co-Purchaser (if applicable): Number(s) Print Name Name(s) Social Security Number Number(s) Signature(s) of Purchaser(s) Signature Address Date Address (if different from above) If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity Federal Taxpayer Identification Number Name of Partnership, Corporation, Limited Liability Company or Trust By: State of Organization Name: Title: AGREED AND ACCEPTED: ORBITAL TRACKING CORP. By: Name: Date: Title: Schedules 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 3,333 outstanding Series C 4,000,000 authorized and 1,913,676 outstanding Series D 5,000,000 authorized and 2,892,109 outstanding Series E 8,746,000 authorized and 5,174,200 outstanding Series F 1,100,000 authorized and 349,999 outstanding Series G 10,090,000 authorized and 5,202,602 outstanding Series H 200,000 authorized and 13,741 outstanding Series I 144,944 authorized and 49,110 outstanding Series L 125,000 authorized and 44,698 outstanding Series K 1,250,000 authorized and 1,156,866 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 936,519 issued and outstanding. Options – 19,000 and 266,667 fully vested options to purchase common stock, at an exercise price of $7.50 and $1.50, respectively. Schedule 6.15 The Company has been informed by the Internal Revenue Service in October of 2016, that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009 of which the Company paid a penalty of $6,756. In regard to the above, the Company’s Form 941 filings did not reconcile with the amounts recorded on its Form W-2’s as filed for the 2009 tax year, a variance of $3,094. The Company has reached out to its former officers to retrieve the documents but has been unsuccessful. The Company continues in its efforts to resolve this matter. Schedule A FORM OF INVESTOR QUESTIONNAIRE 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 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 other similar shared ownership interest with my spouse. For purposes of calculating net worth under this paragraph, (i) the primary residence shall not be included as an asset, (ii) 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 (iii) 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. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet either of the criteria for Individual Investors, above. Initial _______ The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in Company. Initial _______ The undersigned certifies that it is an employee benefit plan 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 undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of 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 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 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 Company. Initial _______ The 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 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 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 undersigned certifies that it is an insurance company as defined in §2(a)(13) of the Securities Act of 1933, as amended, or a registered investment company. Investor Questionnaire (Must be completed by Purchaser) Section A - Individual Purchaser Information Purchaser Name(s): _________________________________________________________________________ Individual executing Profile or Trustee:__________________________________________________________ Social Security Numbers / Federal Taxpayer Identification Number Signature I.D. Number:___________________________________________________ Date Print Name Business Address Titleof 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 (Orbital Tracking Corp.)

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 affect any transactions for you. RELMADA THERAPEUTICS, INCORBITAL TRACKING CORP. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock (“Warrant”), at a purchase price of $1.50 per Unit, for an aggregate Subscription Amount of $_________________, representing ________Shares of Preferred Stock, at a purchase price of $10.00 per Share. Date (NOTE: to To be completed by the Purchaser). ): __________________, 2017 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name Name(s) Social Security Number Signature Date Mailing Address Co-Purchaser (if applicable): Number(s) Print Name Name(s) Social Security Number Number(s) Signature(s) of Purchaser(s) Signature Address: _______________________________________ Date Address (if different from above) _______________________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust By: Name: State of Organization Title: Address: ______________________________________ _______________________________________ Date ______________________________________ AGREED AND ACCEPTED: ORBITAL TRACKING CORP. By: Name: Date Title: Schedules 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 3,540,365 outstanding Series D – 5,000,000 authorized and 3,158,984 outstanding Series E – 8,746,000 authorized and 7,617,356 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Series H – 200,000 authorized and 87,500 outstanding Series I – 144,944 authorized and 92,944 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 65,828,401 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 and 10,000,000 fully vested options to purchase common stock, at an exercise price of $0.05 and $0.01, respectively. The Company intends to grant its Chief Executive Officer, Dxxxx Xxxxxx, 5,000,000 fully vested options, its Chief Financial Officer, Txxxxxx Xxxxxxx, 3,750,000 fully vested options, its Director, Hxxxxx Xxxxxxx, 1,250,000 fully vested options and to its certain employees, who are related to our Chief Executive Officer as Parent/Child, 20,000,000 fully vested options, at an exercise price of $0.01. Upon the completion of this Offering, The Company is required to issue to certain prior investors of Series G Preferred Stock, preferred shares of its Series G Preferred Stock, an amount of preferred shares which is convertible into an aggregate of 38,805,668 shares of the Company’s common stock. However, in lieu of issuing such additional shares of Series G Preferred Stock the Company will create a new series of preferred stock, to be designated as “Series K Preferred Stock” and will issue to such holders of Series G Preferred an aggregate of 388,057 shares of Series K Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. In addition, in order to proceed with the Series J Offering, the Company has agreed to issue additional shares of Series F Preferred Stock and Series H Preferred Stock to certain prior investors and creditors who agreed to settle outstanding obligations. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series H Preferred Stock, the Company will issue to such holders of Series F Preferred and Series H Preferred an aggregate of 778,595 shares of Series K Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock, or 77,859,484. Schedule 6.14 On April 4, 2017, the Company received a request from the Enforcement Division of the SEC requesting information relating to the restatement of our September 30, 2014 quarterly report. We are cooperating with this request. Schedule 6.15 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. The Company has reached out to its former officers to retrieve the documents, but has been unsuccessful. The Company has been assessed a penalty of $6,756, of which, the Company has paid $3,830 and currently owes $2,934. The Company has been assessed a penalty of $10,147 for failure to timely file, Form 5471, Informational Return of US Persons With Respect to Certain Foreign Corporations. The return was filed after the deadline, as the Company was addressing the filing of Form 1120 for tax years 2010 through 2015, before it could file Form 5471 for tax year 2015. Schedule A FORM OF INVESTOR QUESTIONNAIRE ORBITAL 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 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 other similar shared ownership interest with my spouse. For purposes of calculating net worth under this paragraph, (i) the primary residence shall not be included as an asset, (ii) 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 (iii) 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. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet either of the criteria for Individual Investors, above. Initial _______ The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in Company. Initial _______ The undersigned certifies that it is an employee benefit plan 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 undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of 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 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 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 Company. Initial _______ The 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 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 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 undersigned certifies that it is an insurance company as defined in §2(a)(13) of the Securities Act of 1933, as amended, or a registered investment company. ORBITAL TRACKING CORP. Investor Questionnaire (Must be completed by Purchaser) Section A - Individual Purchaser Information Purchaser Name(s): ________________________________________________________________________ Individual executing Profile or Trustee: _______________________________________________________________________ Social Security Numbers / Federal Taxpayer Identification Number Signature I.D. Number: ________________________________________________________________________ Date Print Name Business Address Titleof 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: ________________________________________________________________________ Bus. Phone: __________________________ Bus. Fax: _______________________ Bus. Email: ________________________________ Type of Business: ________________________________________________________________________ Please check if you are a FINRA member or affiliate of a FINRA member firm: _______

Appears in 1 contract

Samples: Subscription Agreement (Orbital Tracking Corp.)

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. RELMADA THERAPEUTICSHow to subscribe for PPO Units in the private offering of WaferGen Bio-systems, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock (“Warrant”), at a purchase price of $1.50 per Unit, for an aggregate Subscription Amount of $____________. (NOTE: to be completed by the Purchaser). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name Social Security Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name Social Security Number Signature Date Address (if different from above) If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Corporation, Limited Liability Company or Trust Federal Taxpayer Identification Number Signature Date Print Name Business Address TitleInc.:

Appears in 1 contract

Samples: Subscription Agreement (WaferGen Bio-Systems, Inc.)

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. RELMADA THERAPEUTICS, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 _____ share of Common Stock (“Warrant”), at a purchase price of $1.50 ____ per Unit, for an aggregate Subscription Amount of $____________. (NOTE: to be completed by the Purchaser). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name Social Security Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name Social Security Number Signature Date Address (if different from above) If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Corporation, Limited Liability Company or Trust Federal Taxpayer Identification Number Signature By: Name: Date Print Name Title: Business Address AGREED AND ACCEPTED: RELMADA THERAPEUTICS, INC. By: Date Name: Title: RELMADA THERAPEUTICS, INC. ACCREDITED INVESTOR CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial(s) _______ I certify that I have 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 other similar shared ownership interest with my spouse. For purposes of calculating net worth under this paragraph, (i) the primary residence shall not be included as an asset, (ii) 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 (iii) 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(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. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial(s) _______ The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet either of the criteria for individual investors, above. Initial(s) _______ The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in the Company. Initial(s) _______ The undersigned certifies that it is an employee benefit plan 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(s) _______ The undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of the Subscription Agreement. 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 investors, above. Initial(s) _______ The 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(s) _______ The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. Initial(s) _______ The 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(s) _______ The 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 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(s) _______ The 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(s) _______ The undersigned certifies that it is an insurance company as defined in §2(a)(13) of the Securities Act of 1933, as amended, or a registered investment company. RELMADA THERPEUTICS, 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 (Relmada Therapeutics, Inc.)

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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 2002, all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these theses 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 transactions 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. RELMADA THERAPEUTICSPRIVACY POLICY It is the policy of Xxxxxxxxxx Securities Corporation (BSC) to respect the privacy of customers who subscribe to transactions underwritten by BSC. Whether its own brokers introduce Customers to BSC or the introduction was made through Selling Agents, INC(hereinafter referred to as “Subscribers”) nonpublic personal information is protected by BSC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects BSC does not disclose any nonpublic personal information about Subscribers to purchase anyone, except as required or permitted by law and to effect, administer, or enforce transactions requested by Subscribers in the ordinary processing, servicing or maintaining their accounts. Furthermore, BSC does not reserve the right to disclose Subscriber’s nonpublic personal information in the future without first notifying the Subscriber of a total change in privacy policy and providing a convenient opportunity for Subscriber to opt out of _________ units information sharing with nonaffiliated third parties. Under the USA PATRIOT Act of 2001 (Public Law 107-56)(together with all rules and regulations promulgated hereunder, the “UnitsPatriot Act”), each Unit consisting BSC and/or your broker may be required or requested to disclose to one or more regulatory and/or law enforcement bodies certain information regarding transactions relating to your account involving transactions with foreign entitles and individuals, other transactions in your account as required in the Patriot Act and other activities described in the Patriot Act as “suspicious activities”. Neither BSC nor your broker shall have any obligation to advise you of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock (“Warrant”), at a purchase price of $1.50 per Unit, for an aggregate Subscription Amount of $____________any such disclosures or reports made in compliance with the Patriot Act. (NOTE: to be completed by the Purchaser). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name Social Security Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name Social Security Number Signature Date Address (if different from above) If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Corporation, Limited Liability Company or Trust Federal Taxpayer Identification Number Signature Date Print Name Business Address TitleALL SUBSCRIBERS MUST COMPLETE THIS PAGE

Appears in 1 contract

Samples: Subscription Agreement (VirtualScopics, Inc.)

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 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 the 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 transactions and ensure compliance with the new lawslaw. 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. RELMADA THERAPEUTICS, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock (“Warrant”), at a purchase price of $1.50 per Unit, for an aggregate Subscription Amount of $____________. (NOTE: to be completed by the Purchaser). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name Social Security Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name Social Security Number Signature Date Address (if different from above) If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Partnership, Corporation, Limited Liability Company or Trust Federal Taxpayer Identification Number Signature Date Print Name Business Address Title.

Appears in 1 contract

Samples: Subscription Agreement (Odyne Corp)

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 affect any transactions for you. RELMADA THERAPEUTICS, INCORBITAL TRACKING CORP. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock (“Warrant”), at a purchase price of $1.50 per Unit, for an aggregate Subscription Amount of $_________________, representing ________Shares of Preferred Stock, at a purchase price of $10.00 per Share. Date (NOTE: to To be completed by the Purchaser). ): __________________, 20___ If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Purchaser: Print Name Name(s) Social Security Number Signature Date Mailing Address Co-Purchaser (if applicable): Number(s) Print Name Name(s) Social Security Number Number(s) Signature(s) of Purchaser(s) Signature Address Date Address (if different from above) If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity Federal Taxpayer Identification Number Name of Partnership, Corporation, Limited Liability Company or Trust By: State of Organization Name: Title: AGREED AND ACCEPTED: ORBITAL TRACKING CORP. By: Name: Date: Title: Schedules 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 3,333 outstanding Series C 4,000,000 authorized and 1,913,676 outstanding Series D 5,000,000 authorized and 2,892,109 outstanding Series E 8,746,000 authorized and 5,174,200 outstanding Series F 1,100,000 authorized and 349,999 outstanding Series G 10,090,000 authorized and 5,202,602 outstanding Series H 200,000 authorized and 13,741 outstanding Series I 144,944 authorized and 49,110 outstanding Series J 125,000 authorized and 44,698 outstanding Series K 1,250,000 authorized and 1,156,866 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 935,025 issued and outstanding. Reg S Common stock; 206 authorized, issued and outstanding. Options – 19,000 and 266,667 fully vested options to purchase common stock, at an exercise price of $7.50 and $1.50, respectively. Schedule 6.15 The Company has been informed by the Internal Revenue Service in October of 2016, that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009 of which the Company paid a penalty of $6,756. In regard to the above, the Company’s Form 941 filings did not reconcile with the amounts recorded on its Form W-2’s as filed for the 2009 tax year, a variance of $3,094. The Company has reached out to its former officers to retrieve the documents but has been unsuccessful. The Company continues in its efforts to resolve this matter. Schedule A FORM OF INVESTOR QUESTIONNAIRE 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 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 other similar shared ownership interest with my spouse. For purposes of calculating net worth under this paragraph, (i) the primary residence shall not be included as an asset, (ii) 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 (iii) 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. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet either of the criteria for Individual Investors, above. Initial _______ The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in Company. Initial _______ The undersigned certifies that it is an employee benefit plan 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 undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of 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 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 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 Company. Initial _______ The 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 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 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 undersigned certifies that it is an insurance company as defined in §2(a)(13) of the Securities Act of 1933, as amended, or a registered investment company. Investor Questionnaire (Must be completed by Purchaser) Section A - Individual Purchaser Information Purchaser Name(s): _________________________________________________________________________ Individual executing Profile or Trustee:__________________________________________________________ Social Security Numbers / Federal Taxpayer Identification Number Signature I.D. Number:___________________________________________________ Date Print Name Business Address Titleof 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 (Orbital Tracking Corp.)

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