SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelow, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect any transactions for you. ORBITAL TRACKING CORP. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of $_________________, representing ________Shares of Preferred Stock, at a purchase price of $4.00 per Share. Date (NOTE: To be completed by the Purchaser): __________________, 2016 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization Address: ____________________________ ___________________________ ____________________________ Date ____________________________ AGREED AND ACCEPTED: ORBITAL TRACKING CORP. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 year. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF INVESTOR QUESTIONNAIRE 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 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 2 contracts
Samples: Subscription Agreement (Orbital Tracking Corp.), Subscription Agreement (Orbital Tracking Corp.)
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelow, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Joinder, the CNA and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPMOTUS GI MEDICAL TECHNOLOGIES LTD. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a 10% Convertible Promissory Note for a total principal amount of $_________________, representing ________Shares together with a Warrant exerciseable for that number of shares of Series A Convertible Preferred Stock, at a purchase price Stock of $4.00 per ShareMotus GI Medical Technologies Ltd. equal to 33% of the principal amount of the Note (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Federal Taxpayer Name of Partnership, Identification Number Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization Title: Address: ____________________________ ___________________________ ____________________________ Date ____________________________ AGREED AND ACCEPTED: ORBITAL TRACKING CORPMOTUS GI MEDICAL TECHNOLOGIES LTD. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Date Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 year. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule Exhibit A FORM OF INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORPMOTUS GI MEDICAL TECHNOLOGIES LTD. For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ I certify that I have a “an individual 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 joint net worth with my spouse, as of the date hereof in excess of $1 million. For purposes of calculating net worth under this paragraphcategory, (i) the undersigned’s primary residence shall not be included as an asset, (ii) indebtedness that is secured by the undersigned’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability, (iii) to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess amount shall be included as a liability, and (iiiiv) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days prior to the execution of this Subscription Agreement, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability. Initial _______ I certify that I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year. Initial _______ I am a director or executive officer of Motus GI Medical Technologies Ltd. For Non-Individual Investors (all Non-Individual Investors must INITIAL where appropriate): Initial _______ The undersigned investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet either at least one of the criteria for Individual Investors, Investors set forth above. Initial _______ The undersigned investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing in the Company. Initial _______ The undersigned investor certifies that it is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser. Initial _______ The undersigned investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of the this Subscription Agreement. Initial _______ The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investors, above. Initial _______ The undersigned investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity. Initial _______ The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. Initial _______ The undersigned investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company. Initial _______ The undersigned investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment. Initial _______ The undersigned investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000. Initial _______ The undersigned investor certifies that it is an insurance company as defined in §2(a)(132(13) of the Securities Act of 1933, as amendedAct, or a registered investment company. ORBITAL TRACKING CORP. Investor Questionnaire (Must be completed by Purchaser) Section A - Individual Purchaser Information Purchaser Name(s): _________________________________________________________________Initial _______ Individual executing Profile An investment company registered under the Investment Company Act of 1940 or Trustee: ________________________________________________________________a business development company as defined in Section 2(a)(48) of that Act. Initial _______ Social Security Numbers / Federal I.D. Number: _________________________________________________________________A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. Initial _______ Date A private business development company as defined in Section 202(a)(22) of Birth: _________________ Marital Status: _________________ Joint Party Date the Investment Advisers Act of Birth:________________ Investment Experience 1940. MOTUS GI MEDICAL TECHNOLOGIES LTD. Investor Profile (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: ________________________________________________________________________Must be completed by Investor)
Appears in 2 contracts
Samples: Convertible Notes Agreement (Motus GI Holdings, Inc.), Convertible Notes Agreement (Motus GI Holdings, Inc.)
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPTOUGHBUILT INDUSTRIES, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of $_________________, representing ________Shares of Preferred StockUnits (the “Units”), at a purchase price of $4.00 5.00 per ShareUnit (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization AddressTitle: ____________________________ ___________________________ ____________________________ Date ____________________________ Address AGREED AND ACCEPTED: ORBITAL TRACKING CORPTOUGHBUILT INDUSTRIES, INC. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Mxxxxxx Xxxxxxxx Date Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 yearTOUGHBUILT INDUSTRIES, INC. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF ACCREDITED INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORP. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ I certify that I have 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 hereof, “net worth” shall be deemed to include all of calculating net worth under this paragraphyour assets, liquid or illiquid (i) excluding 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 your principal residence), the excess amount shall be included as a liability, and minus all of your liabilities (iii) if excluding the amount of outstanding indebtedness that is secured by the primary your principal residence exceeds the amount outstanding 60 days prior up to the execution of this Subscription Agreement, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability. its fair market value.) Initial _______ I certify that I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year. 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 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 (Toughbuilt Industries, Inc)
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute a signature of the Purchaser to the Securities Purchase and Registration Rights Agreement and the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Securities Purchase and Registration Rights Agreement and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPAIT THERAPEUTICS, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of $_________________, representing ________Shares of Preferred Stock, at a purchase price of $4.00 per Share. Date (NOTE: To be completed by the Purchaser): __________________, 2016 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization Address: ____________________________ ___________________________ ____________________________ Date ____________________________ AGREED AND ACCEPTED: ORBITAL TRACKING CORP. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 year. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF INVESTOR QUESTIONNAIRE 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 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: ________________________________________________________________________SECURITIES PURCHASE AND REGISTRATION RIGHTS
Appears in 1 contract
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPHOTH 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, par value $0.0001 per share (the “Common Stock”) and (ii) a warrant to purchase one-half (0.5) share of Common Stock (“Warrant”), at a purchase price of $5.00 per Unit, for an aggregate Subscription Amount of $_________________, representing ________Shares of Preferred Stock, at a purchase price of $4.00 per Share. Date (NOTE: To to be completed by the Purchaser): __________________, 2016 ). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Purchaser: Print Name(s) ____________________________ Name Social Security Number(s) ____________________________ Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name(s) ____________________________ Name Social Security Number(sNumber Signature Date Address (if different from above) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Date Title: __________________________ State of Organization Address: ____________________________ ___________________________ ____________________________ Date ____________________________ Business Address AGREED AND ACCEPTED: ORBITAL TRACKING CORPHOTH THERAPEUTICS, INC. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Xxxx Xxxx Date Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 yearHOTH THERAPEUTICS, INC. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF ACCREDITED INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORP. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _Initial(s) ______ I certify that I have 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 _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 _______ 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 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
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the Unit Purchase Agreement and each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPBIOSIG TECHNOLOGIES, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of units, each unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase one half (0.5) of one (1) share of Common Stock (“Warrant”) (the “Units”), at a purchase price of $1.50 per Unit, for an aggregate Subscription Amount of $_________________, representing ________Shares of Preferred Stock, at a purchase price of $4.00 per Share. Date (NOTE: To to be completed by the Purchaser): __________________, 2016 ). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization AddressTitle: ____________________________ ___________________________ ____________________________ Date ____________________________ Address AGREED AND ACCEPTED: ORBITAL TRACKING CORPBIOSIG TECHNOLOGIES, INC. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Date Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 year. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF INVESTOR QUESTIONNAIRE 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 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
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPSUMMIT WIRELESS TECHNOLOGIES, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of _________ Units, each Unit consisting of (i) one (1) share of Common Stock and (ii) a Warrant to purchase 0.50 share of Common Stock, at a purchase price of $0.4585 per Unit, for an aggregate subscription amount of $_________________, representing ________Shares of Preferred Stock, at a purchase price of $4.00 per Share. Date (NOTE: To to be completed by the Purchaser): __________________, 2016 ). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Purchaser: Print Name(s) ____________________________ Name Social Security Number(s) ____________________________ Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name(s) ____________________________ Name Social Security Number(sNumber Signature Date Address (if different from above) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization Address: ____________________________ ___________________________ ____________________________ Signature Date ____________________________ Print Name Business Address Title AGREED AND ACCEPTED: ORBITAL TRACKING CORPSUMMIT WIRELESS TECHNOLOGIES, INC. By: /s/ Dxxxx Xxxxxx Date: October 13Print Name Date Title SUMMIT WIRELESS TECHNOLOGIES, 2016 Name: Dxxxx Xxxxxx Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 yearINC. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF ACCREDITED INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORP. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ Initial(s) I certify that I have 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 _______ 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 _______ 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 Investorsindividual investors, above. Initial _______ 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 _______ 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 _______ 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 _______ Initial(s) The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investorsindividual investors, above. Initial _______ Initial(s) The undersigned certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity. Initial _______ Initial(s) The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. Initial _______ Initial(s) The undersigned certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company. Initial _______ Initial(s) The 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 _______ 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 _______ 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. ORBITAL TRACKING CORPSUMMIT WIRELESS TECHNOLOGIES, INC. Investor Questionnaire Profile (Must be completed by PurchaserInvestor) Section A - Personal Investor Information EXACT Title in Which Securities Should be Held: Individual Purchaser Information Purchaser Name(s): ________________________________________________________________________ Individual executing Profile or TrusteeExecuting Profile: _______________________________________________________________________ Social Security Numbers Number(s) / Federal I.D. Number: ________________________________________________________________________ Date of Birth: _________________ Marital Status: ____________________ Joint Party Date of Birth:: __________________ Investment Experience (Years): _____________ Annual Income: _________________ Net Worth: ________________ Home Street Address: ________________________________________________________________________ Home City, State & Zip Code: ________________________________________________________________________ Home Phone: ________________________ Home Fax: _______________________ Home Email: _______________________________ Employer: ________________________________________________________________________ Employer Street Address: ________________________________________________________________________ Employer City, State & Zip Code: ________________________________________________________________________:
Appears in 1 contract
Samples: Subscription Agreement (Summit Wireless Technologies, Inc.)
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPFTE NETWORKS, 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 one (1) share of Common Stock (“Warrant”), at a purchase price of $0.40 per Unit, for an aggregate Subscription Amount of $_________________, representing ________Shares of Preferred Stock, at a purchase price of $4.00 per Share. Date (NOTE: To to be completed by the Purchaser): __________________, 2016 ). If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Purchaser: Print Name(s) ____________________________ Name Social Security Number(s) ____________________________ Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name(s) ____________________________ Name Social Security Number(sNumber Signature Date Address (if different from above) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Date Title: __________________________ State of Organization Address: ____________________________ ___________________________ ____________________________ Date ____________________________ Business Address AGREED AND ACCEPTED: ORBITAL TRACKING CORPFTE NETWORKS, INC. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Date Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 yearFTE NETWORKS, INC. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF ACCREDITED INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORP. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _Initial(s) ______ I certify that I have 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 _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 _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 Investorsindividual investors, above. Initial _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 _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 _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 _Initial(s) ______ The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investorsindividual investors, above. Initial _Initial(s) ______ The undersigned certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity. Initial _Initial(s) ______ The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. Initial _Initial(s) ______ The undersigned certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company. Initial _Initial(s) ______ The 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 _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 _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. ORBITAL TRACKING CORPFTE NETWORKS, INC. Investor Questionnaire Profile (Must be completed by PurchaserInvestor) Section A - Individual Purchaser Personal Investor Information Purchaser Name(s): _EXACT Title in Which Securities Should be Held: _______________________________________________________________________ Individual executing Profile or TrusteeExecuting Profile: _______________________________________________________________________ Social Security Numbers 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
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPMARIZYME, INC. OMNIBUS SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT Purchaser hereby elects to purchase a total of _________ shares of Common Stock, for an aggregate subscription amount of $_________________. (NOTE: to be completed by the Purchaser). By execution and delivery of this omnibus signature page, representing you are (a) agreeing to become (i) a Purchaser, as defined above, and (ii) a party to the Registration Rights Agreement dated as of ________Shares of Preferred Stock, at a purchase price of $4.00 per Share. Date (NOTE: To be completed by the Purchaser): _________________ __, 2016 2020. If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Purchaser: Print Name(s) ____________________________ Name Social Security Number(s) ____________________________ Number Signature Date Mailing Address Co-Purchaser (if applicable): Print Name(s) ____________________________ Name Social Security Number(sNumber Signature Date Address (if different from above) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization Address: ____________________________ ___________________________ ____________________________ Signature Date ____________________________ Print Name Business Address Title AGREED AND ACCEPTED: ORBITAL TRACKING CORPMARIZYME, INC. By: /s/ Dxxxx Xxxxxx Date: October 13Print Name Date Title MARIZYME, 2016 Name: Dxxxx Xxxxxx Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 yearINC. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF ACCREDITED INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORP. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) Initial(s) I certify that I have 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 _______ 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 _______ 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 Investorsindividual 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 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
SIGNATURE PAGE. (a) It is hereby agreed that the execution by the Purchaser of this Subscription Agreement, in the place set forth herein, will constitute agreement to be bound by the terms and conditions hereof. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPTHE GRILLED CHEESE TRUCK, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of $________ of Notes and Warrants (or $__________, representing ________Shares _ of Preferred Stock, at a face principal amount of Notes). For each $25,000 of face principal amount of Notes purchased the purchaser to receive Warrants to purchase price 12,500 shares of $4.00 per Sharecommon stock. (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 2013 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization AddressTitle: ____________________________ ___________________________ ____________________________ Date ____________________________ Address AGREED AND ACCEPTED: ORBITAL TRACKING CORPTHE GRILLED CHEESE TRUCK, INC. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Date Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 yearTHE GRILLED CHEESE TRUCK, INC. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF ACCREDITED INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORP. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ I certify that I have 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 hereof, “net worth” shall be deemed to include all of calculating net worth under this paragraphyour assets, liquid or illiquid (i) excluding 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 your principal residence), the excess amount shall be included as a liability, and minus all of your liabilities (iii) if excluding the amount of outstanding indebtedness that is secured by the primary your principal residence exceeds the amount outstanding 60 days prior up to the execution of this Subscription Agreement, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liabilityits fair market value). Initial _______ I certify that I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year. 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 5,000,000 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 CORPTHE GRILLED CHEESE TRUCK, INC. Investor Purchaser Questionnaire (Must be completed by PurchaserInvestor) Section A - Individual Purchaser Personal Investor Information Purchaser Name(s): Title in Which Securities Are to be Held: ________________________________________________________________________ Individual executing Executing Profile or Trustee: _______________________________________________________________________ Social Security Numbers / 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 (Grilled Cheese Truck, Inc.)
SIGNATURE PAGE. (a) It is hereby agreed that the execution by the Purchaser of this Subscription Agreement, in the place set forth herein, will constitute agreement to be bound by the terms and conditions hereof and by the Purchase Agreement. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as each of by the other Warrant and the Note (collectively, the “Transaction Documents”), and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPTRIG ACQUISITION 1, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of $________ of Notes and Warrants (or $__________, representing ________Shares _ of Preferred Stock, at a face principal amount of Notes). For each $25,000 of face principal amount of Notes purchased the purchaser to receive Warrants to purchase price 12,500 shares of $4.00 per Sharecommon stock. (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 2012 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization AddressTitle: ____________________________ ___________________________ ____________________________ Date ____________________________ Address AGREED AND ACCEPTED: ORBITAL TRACKING CORPTRIG ACQUISITION 1, INC. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Date Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 year. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule EXHIBIT A FORM OF INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORPCONVERTIBLE PROMISSORY NOTE Note No.: N- 10% CONVERTIBLE SENIOR SECURED NOTE OF TRIG Acquisition 1, Inc. NEITHER THE ISSUANCE AND SALE OF THIS NOTE, THE WARRANT NOR THE SECURITIES INTO WHICH THIS NOTE AND THE WARRANT ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. For Individual Investors Only (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 jointTHE SECURITIES MAY NOT BE OFFERED FOR SALE, community property or other similar shared ownership interest with my spouse. For purposes of calculating net worth under this paragraphSOLD, TRANSFERRED OR ASSIGNED (i) the primary residence shall not be included as an assetIN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY’S LEGAL COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (ii) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) Principal Amount: $25,000.00 Purchase Price: $25,000.00 Issue Date: [ , 2012] Maturity Date: THREE YEAR ANNIVERSARY OF ISSUE DATE FORM OF CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Trig Acquisition 1 Inc., a Nevada corporation (hereinafter called “Borrower” or the “Company”), hereby promises to pay to [Noteholder] (the extent that “Holder”) or order, without demand, the indebtedness that is secured by aggregate principal amount of [$25,000] (twenty-five thousand dollars) (the primary residence is in excess “Principal Amount”), payable on the third anniversary of the fair market value of Issue Date (the primary residence, the excess amount shall be included as a liability, and (iii“Maturity Date”) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days not converted as provided herein prior to the execution Maturity Date. This Note (“Note”) is issued pursuant to the terms of this a Subscription Agreement (the “Subscription Agreement”), other than as a result of by and between the acquisition of the primary residenceBorrower and, inter alia, 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 incomeHolder, 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 dated as of the date of Issue Date, and shall be governed by the terms set forth herein and in the Subscription Agreement. Initial _______ Each Note also contains a three (3) year warrant to purchase 12,500 shares of common stock substantially in the form attached as Exhibit B to the Subscription Agreement (the “Warrant”). Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. 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 following terms shall apply 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 I.D. Number: ________________________________________________________________________ Date of Birth: _________________ Marital Status: _________________ Joint Party Date of Birththis Note:________________ 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
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-anti- money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPTOUGHBUILT INDUSTRIES, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of $_________________, representing ________Shares of Preferred Stock_ Units (the “Units”), at a purchase price of $4.00 5.00 per ShareUnit (NOTE: to be completed by the Purchaser). Date (NOTE: To be completed by the Purchaser): __________________, 2016 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) ____________________________ Signature Address: ____________________________ ____________________________ ____________________________ Date ____________________________ Address If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization AddressTitle: ____________________________ ___________________________ ____________________________ Date ____________________________ Address AGREED AND ACCEPTED: ORBITAL TRACKING CORPTOUGHBUILT INDUSTRIES, INC. By: /s/ Dxxxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Mxxxxxx Xxxxxxxx Date Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 yearTOUGHBUILT INDUSTRIES, INC. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion of this Offering, the Company will be required to issue to subscribers who participated in the Company’s private offerings prior to February 15, 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF ACCREDITED INVESTOR QUESTIONNAIRE ORBITAL TRACKING CORP. CERTIFICATION For Individual Investors Only (All individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL): Initial _______ I certify that I have 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 hereof, “net worth” shall be deemed to include all of calculating net worth under this paragraphyour assets, liquid or illiquid (i) excluding 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 your principal residence), the excess amount shall be included as a liability, and minus all of your liabilities (iii) if excluding the amount of outstanding indebtedness that is secured by the primary your principal residence exceeds the amount outstanding 60 days prior up to the execution of this Subscription Agreement, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability. its fair market value.) Initial _______ I certify that I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year. 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 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: ________________________________________________________________________BAD ACTOR DISQUALIFICATION QUESTIONNAIRE
Appears in 1 contract
Samples: Subscription Agreement (Toughbuilt Industries, Inc)
SIGNATURE PAGE. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth hereinbelowherein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well as by the each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents. [Remainder of page intentionally left blank.] ANTI-MONEY LAUNDERING REQUIREMENTS The USA PATRIOT Act What is money laundering? How big is the problem and why is it important? The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism. terrorism The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act. What are we required to do to eliminate money laundering? Under new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws. As part of our required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents we need, we may not be able to affect effect any transactions for you. ORBITAL TRACKING CORPBRIGHT MOUNTAIN MEDIA, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Purchaser hereby elects to purchase a total of $_________________Units (the “Units”), representing at a purchase price of $0.40 per Unit (NOTE: to be completed by the Purchaser). Amount of Subscription: Number of Units x $0.50 per Unit $________Shares of Preferred Stock, at a purchase price of $4.00 per Share. __ Payment Method (Check One) _____ Check Enclosed or _____ Wire Transfer Date (NOTE: To be completed by the Purchaser): __________________, 2016 2019 If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTSTENANTS WITH RIGHTS OF SURVIVORSHIP (JTWROS), as TENANTS IN COMMONCOMMON (TIC), or as COMMUNITY PROPERTY: TENANTS BY THE ENTIRETY (TBTE): ____________________________ ______________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Print Name(s) ____________________________ Social Security Number(s) ____________________________ Signature(s) of Purchaser(s) Signature ____________________________ Signature Address______________________________ Date Address How Securities will be held (check one) _____ individually _____ JTWROS _____ TIC _____ TBTE If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: _____________________ ______________________________ Name of Partnership, Federal Taxpayer Corporation, Limited Identification Number Liability Company or Trust By: Name: State of Organization Title: ____________________________ ____________________________ ____________________________ Date ____________________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Name of Entity ____________________________ ____________________________ Name of Partnership, Corporation, Limited Liability Company or Trust __________________________ Federal Taxpayer Identification Number By: _______________________ Name: Title: __________________________ State of Organization Address: ____________________________ ___________________________ ____________________________ Date ____________________________ Address AGREED AND ACCEPTED: ORBITAL TRACKING CORPBRIGHT MOUNTAIN MEDIA, INC. By: /s/ Dxxxx Name: W. Kxx Xxxxxx Date: October 13, 2016 Name: Dxxxx Xxxxxx Title: Chief Executive Officer Schedules Schedule 6.15 The Company has not filed its federal and state tax returns for the 2015 year. The Company had a net loss during such year and believes that no taxes are due for 2015. The Company has been informed by the Internal Revenue Service that it has neglected to file a Form W-3 Transmittal with accompanying Employee Form W-2’s for tax year 2009. Failure to file the aforesaid forms will result in an estimated penalty of $6,600. The Company has reached out to its former officers to retrieve the forms, but has been unsuccessful. The Company is in the process of requesting a waiver for this penalty. Schedule 6.7 Capitalization Preferred Stock – 50,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,090,365 outstanding Series D – 5,000,000 authorized and 3,613,984 outstanding Series E – 8,746,000 authorized and 8,357,826 outstanding Series F – 1,100,000 authorized and 1,099,998 outstanding Series G – 10,090,000 authorized and 10,083,351 outstanding Common Stock – 750,000,000 authorized; $0.0001 par value, 46,123,701 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. The Company intends to grant to its Chief Executive Officer, Dxxxx Xxxxxx, 10,000,000 fully vested options at an exercise price of $0.01. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Upon the completion PURCHASER QUESTIONNAIRE Purpose of this OfferingPurchaser Questionnaire: Units of Bright Mountain Media, Inc., a Florida corporation (the Company will be required to issue to subscribers who participated in the “Company’s private offerings prior to February 15”), 2015, pursuant to certain anti-dilution protection, additional shares of Series C Preferred Stock, Series F Preferred Stock and Series G Preferred Stock. The Company will issue an aggregate of 550,000 shares of Series C Preferred Stock. However, in lieu of issuing such additional shares of Series F Preferred Stock and Series G Preferred Stock, the Company will create a new series of preferred stock, to be designated as “Series I Preferred Stock” and to issue to such shareholder an aggregate of 114,944 shares of such Series I Preferred Stock, each of which shall be convertible into one hundred (100) shares of the Company’s common stock. Schedule A FORM OF INVESTOR QUESTIONNAIRE 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 being offered without registration 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 amendedamended (the “Securities Act”), or the securities laws of certain states, in reliance on the private offering exemption contained in the Securities Act and Rule 506(b) of Regulation D thereunder and/or Regulation S thereunder, and in reliance on similar exemptions under certain applicable state laws. The purpose of this Purchaser Questionnaire is to assure the Company that the proposed purchaser meets the standards imposed for the application of such exemptions, including, but not limited to, whether the proposed purchaser qualifies as an “accredited investor,” as defined in Rule 501 under the Securities Act. Your answers will at all times be kept strictly confidential. However, by signing this Purchaser Questionnaire, you agree that the Company may present this Purchaser Questionnaire to such parties as the Company may deem appropriate if called upon under applicable law to establish the availability of any exemption from registration of the private placement, or if the contents hereof are relevant to any issue in any action, suit or proceeding to which the Company is a registered investment companyparty or by which it may be bound. ORBITAL TRACKING CORPThe undersigned realizes that this Purchaser Questionnaire does not constitute an offer by the Company to sell its securities, but is a request for information. Investor Questionnaire (Must be completed by Purchaser) Section THE COMPANY WILL NOT OFFER OR SELL SECURITIES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE, A - Individual Purchaser Information Purchaser Name(s): ________________________________________________________________________ Individual executing Profile or Trustee: _______________________________________________________________________ Social Security Numbers / 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: ________________________________________________________________________CONFIDENTIAL PRIVATE PURCHASER QUESTIONNAIRE.
Appears in 1 contract
Samples: Subscription Agreement (Bright Mountain Media, Inc.)