SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2011 • Sinobiomed Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2011, among Sinobiomed Inc. (d/b/a Sitoa Global Inc.), a Delaware corporation (collectively with its predecessors, the “Company”), and the investors listed on the Schedule of Investors attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
REVENUE INTEREST AGREEMENTRevenue Interest Agreement • July 6th, 2011 • Sinobiomed Inc • Pharmaceutical preparations • Delaware
SITOA CORPORATION, a California corporation, (“Sitoa”) and Sinobiomed Inc. (d/b/a Sitoa Global Inc.), a Delaware corporation, (“STOA”) have agreed to establish this REVENUE INTEREST AGREEMENT (this “Agreement”), dated this 1st day of July, 2011, pursuant to which STOA will receive 100% of the revenues and service fees (the “Revenue Interest”) that Sitoa has a right to receive under that certain Master Services Agreement, effective as of April 8, 2010, by and between Sonsi, Inc., a Delaware corporation, (“Sonsi”) and Sitoa (the “Master Services Agreement”).
NON-U.S. AND NON-CANADIAN PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2011 • Sinobiomed Inc • Pharmaceutical preparations • Delaware
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE ACT. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE U.S. OR TO U.S. PERSONS IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. BY SUBSCRIBING TO THIS OFFER YOU ARE WARRANTING THAT YOU ARE NOT A U.S. RESIDENT OR OTHERWISE SUBJECT TO THE JURISDICTION OF THE U.S.
