0001062993-10-003180 Sample Contracts

0.35 UNIT FOR DEBT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
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 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.

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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
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.

ASSET PURCHASE AGREEMENT
Asset 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”).

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