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.
