RECITALSAsset Purchase Agreement • November 18th, 2010 • Omnicity Corp. • Telegraph & other message communications • Indiana
SUBSCRIBER'S CAPITAL SHARE PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Between: BEAR RIVER RESOURCES, INC. And: {NAME OF SUBSCRIBER} Bear River Resources, Inc. 4888 Pine Crescent, Vancouver, British Columbia, Canada, V6P 4J3Subscription Agreement • September 10th, 2007 • Bear River Resources, Inc. • Nevada
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY. THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.
0.35 UNIT FOR DEBT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2010 • Omnicity Corp. • Telegraph & other message communications • Nevada
SUBSCRIBER’S STATEMENT – the within subscriber (the “Subscriber”) is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read the within and attached “$0.35 Unit For Debt Private Placement Subscription Agreement” (the “Agreement”) carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that such agreement constitutes the entire agreement between Omnicity Corp. (the “Company”) and the Subscriber and that there are no collateral representations or agreements between the same.
Re: Purchase Agreement--Redoubt Claims, Skeena Mining DivisionPurchase Agreement • September 10th, 2007 • Bear River Resources, Inc. • British Columbia
This letter is further to our earlier discussions and will outline the terms of our proposed agreement with respect to the Property.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • September 29th, 2010 • Omnicity Corp. • Telegraph & other message communications • Nevada
SUBSCRIBER’S STATEMENT – the within subscriber (the “Subscriber”) is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read the within “Private Placement Subscription Agreement” (the “Agreement”) carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that such Agreement constitutes the entire agreement between OMNICITY CORP (the “Company”) and the Subscriber and that there are no collateral representations or agreements between the same.
AGREEMENT AND PLAN OF MERGER Among OMNICITY CORP. And OMNICITY ACQUISITION CO. And OMNICITY, INCORPORATED Dated December 29, 2008Merger Agreement • December 31st, 2008 • Omnicity Corp. • Miscellaneous metal ores • Indiana
THIS AGREEMENT AND PLAN OF MERGER is entered into as of December 29, 2008, by and among Omnicity Corp., a Nevada corporation (the "Buyer"), Omnicity Acquisition Co., an Indiana corporation and a wholly-owned subsidiary of the Buyer ("Merger Sub"), and Omnicity, Inc. an Indiana corporation (the "Company").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 29th, 2010 • Omnicity Corp. • Telegraph & other message communications • Indiana
This ASSET PURCHASE AGREEMENT (“Agreement”) is made as of March 18, 2009 by and between Cue Connex, LLC (“Seller”) and Omnicity, Incorporated, an Indiana corporation (“Buyer”).
SENIOR SUBORDINATED CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENTSenior Subordinated Convertible Debenture Subscription Agreement • March 17th, 2010 • Omnicity Corp. • Telegraph & other message communications
To: OMNICITY CORP. ("Omnicity" or the "Corporation") (Incorporated under the laws of Nevada) P.O. Box 8, 807 South State Road 3, Rushville, Indiana, U.S.A., 46173
ContractWarrant Agreement • March 17th, 2010 • Omnicity Corp. • Telegraph & other message communications • British Columbia
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND HAVE BEEN OFFERED AND SOLD IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.
Between: OMNICITY CORP. And: THE UNDERSIGNED SUBSCRIBER Omnicity Corp. 720 N. Range Line Road, Carmel, Indiana, U.S.A., 46032 __________ -- $0.35 Unit Private Placement Subscription Agreement -- -- Omnicity Corp. --Private Placement Subscription Agreement • September 29th, 2010 • Omnicity Corp. • Telegraph & other message communications • Nevada
SUBSCRIBER’S STATEMENT – the undersigned subscriber (the “Subscriber”) is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read the attached “$0.35 Unit Private Placement Subscription Agreement” (the “Agreement”) carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that such Agreement constitutes the entire agreement between Omnicity Corp. (the “Company”) and the Subscriber and that there are no collateral representations or agreements between the same.
