0001185185-10-000785 Sample Contracts

Minimum Offering: 2,000,000 Securities ($100,000) Maximum Offering: 20,000,000 Securities ($1,000,000) of Common Stock for $0.05 per Share Plus Warrants IMEDICOR, INC. (A NEVADA CORPORATION FORMERLY KNOWN AS VEMICS, INC.) SUBSCRIPTION AGREEMENT
Subscription Agreement • July 8th, 2010 • iMedicor • Communications services, nec • Nevada

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) dated as of _____________, is between the undersigned Subscriber (the “Subscriber”), and iMedicor, Inc., a Nevada corporation formerly known as Vemics, Inc. (the “Company”).

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SUBSCRIPTION AGREEMENT FOR COMMON STOCK OF VEMICS, INC.
Subscription Agreement • July 8th, 2010 • iMedicor • Communications services, nec • Nevada

THIS SUBSCRIPTION AGREEMENT (the "Subscription Agreement") is made and entered into as of the 24th day of July 2008, between Vemics, Inc., a Nevada corporation (the 'Company") and the undersigned purchaser (the "Investor") (the "Investor," together with the "Company," are each referred to as a "Party" and collectively the "Parties").

FORM OF WARRANT
iMedicor • July 8th, 2010 • Communications services, nec • New York

NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE COMPANY.

STOCK DISTRIBUTION AND RELEASE AGREEMENT
Stock Distribution and Release Agreement • July 8th, 2010 • iMedicor • Communications services, nec • New York

This Stock Distribution and Release Agreement (this “Agreement”), dated as of June 30, 2010, is by and among IMEDICOR, INC., a Nevada corporation formerly known as Vemics, Inc. (the “Company”), and JAMES H. DESNICK, EDWARD F. HEIL, DANIEL K. WEBB and G. ALLEN ANDREAS (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are sometimes referred to herein each as a “Party” and collectively as the “Parties.”

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