Attached files
file | filename |
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10-Q - FORM 10-Q - OMNI BIO PHARMACEUTICAL, INC. | c21308e10vq.htm |
EX-31.1 - EX-31.1 - OMNI BIO PHARMACEUTICAL, INC. | c21308exv31w1.htm |
EX-10.5 - EX-10.5 - OMNI BIO PHARMACEUTICAL, INC. | c21308exv10w5.htm |
EX-10.2 - EX-10.2 - OMNI BIO PHARMACEUTICAL, INC. | c21308exv10w2.htm |
EX-10.4 - EX-10.4 - OMNI BIO PHARMACEUTICAL, INC. | c21308exv10w4.htm |
EX-31.2 - EX-31.2 - OMNI BIO PHARMACEUTICAL, INC. | c21308exv31w2.htm |
EX-10.6 - EX-10.6 - OMNI BIO PHARMACEUTICAL, INC. | c21308exv10w6.htm |
EX-32.1 - EX-32.1 - OMNI BIO PHARMACEUTICAL, INC. | c21308exv32w1.htm |
EX-10.3 - EX-10.3 - OMNI BIO PHARMACEUTICAL, INC. | c21308exv10w3.htm |
Exhibit 10.1
OMNI BIO PHARMACEUTICAL, INC.
SUBSCRIPTION INSTRUCTIONS
All persons who wish to subscribe for the securities of Omni Bio Pharmaceutical, Inc. (the
Company) in accordance with the terms of the Subscription Agreement (attached) must carefully
read and execute the attached documents according to the following instructions and return them to
GVC Capital LLC (the Placement Agent Agreement), at 5350 S. Roslyn Street, Suite 400, Greenwood
Village, Colorado 80111, attention: Nancy Stratton.
INSTRUCTIONS
1. Complete and execute the Subscription Agreement as follows:
a. Complete the information on pages 1, 4-9 if appropriate.
b. Date and sign in the appropriate spaces on page 10 if subscribing as an individual
(includes Community Property, Joint Tenants, Tenants-in-Common) or on page 11 if subscribing as a
Corporation, Partnership, Trust, Retirement Account or other entity .
c. Be sure to complete the information on the signature page, including address, telephone
number, and Social Security or Tax Identification Number.
2. Execute the Agreement among Lenders on page 9.
3. Return the completed documents to the Placement Agent along with your check payable to
Omni Bio Pharmaceutical, Inc. Escrow Account; or wire your subscription funds to the escrow
account as follows:
Receiving Bank Name: | Steele Street Bank and Trust | |||
Denver, CO | ||||
ABA Routing Number: | 102007008 | |||
Account Number: | 10032983 | |||
Name of Account: | Omni Bio Pharmaceutical, Inc. Escrow Account |
4. | IF YOU ARE NOT CURRENTLY A CUSTOMER OF GVC CAPITAL LLC, ENCLOSE A COPY OF
DRIVERS LICENSE OR PASSPORT, |
If you have any questions please call Nancy Stratton at (720) 488-4717.
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.
SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.
SUBSCRIPTION AGREEMENT
and
LETTER OF INVESTMENT INTENT
and
LETTER OF INVESTMENT INTENT
Omni Bio Pharmaceutical, Inc.
5350 South Roslyn Street, Suite 430
Greenwood Village, CO 80111
5350 South Roslyn Street, Suite 430
Greenwood Village, CO 80111
Gentlemen:
The undersigned (the Subscriber) hereby tenders this subscription for the purchase of units
(Units or Securities) issued by Omni Bio Pharmaceutical, Inc. (the Company). Each Unit
consists of one share of the common stock of the Company (Common Stock), and one warrant to
purchase a share of the common stock of the Company at an exercise price of $2.00 per share (a
Warrant). The Units are being offered at a price of $1.50 per Unit (the Offering). By
execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and
completeness of the representations and warranties contained herein in complying with its
obligations under applicable securities laws.
1. Subscription Commitment. The Subscriber hereby subscribes for the purchase of
_____
Units at an aggregate purchase price of $_____
as full payment therefor. The purchase
price shall be paid to the Company by cashiers check made payable to Omni Bio Pharmaceutical, Inc.
Escrow Account or by wire transfer to the account of the Company.
The Subscriber understands that this subscription is not binding on the Company until accepted
by the Company, which acceptance is at the sole discretion of the Company and is to be evidenced by
the Companys execution of this Subscription Agreement where indicated. If the subscription is
rejected, the Company shall return to the Subscriber, without interest or deduction, any payment
tendered by the Subscriber, and the Company and the Subscriber shall have no further obligation to
each other hereunder. Unless and until rejected by the Company, this subscription shall be
irrevocable by the Subscriber.
2. Representations and Warranties. In order to induce the Company to accept this
subscription, the Subscriber hereby represents and warrants to, and covenants with, the Company as
follows:
(a) Receipt of Document; Access to Information. Subscriber has been provided with a
copy of the Companys Confidential Offering Memorandum (the Memorandum), and a form of the
Warrant, a copy of which is attached to the Memorandum as Exhibit B. The Memorandum, form of the
Warrant and this Subscription Agreement are referred to herein as the Documents. The Subscriber
has carefully reviewed and is familiar with all of the terms of the Documents, including the Risk
Factors contained in the Memorandum. The Subscriber has been given access to full and complete
information regarding the Company and has utilized such access to the Subscribers satisfaction for
the purpose of obtaining such information regarding the Company as the Subscriber has reasonably
requested; and, particularly, the Subscriber has been given reasonable opportunity to ask questions
of, and receive answers from, representatives of the Company concerning the terms and conditions of
the offering of the Securities and to obtain any additional information, to the extent reasonably
available. The Subscriber acknowledges that the Subscriber has had an opportunity to review all of
the Companys SEC filings, which are publicly available at www.SEC.gov.
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(b) Reliance. The Subscriber has relied on nothing other than the Documents
(including any exhibits thereto) and the Companys SEC filings in deciding whether to make an
investment in the Company. Except as set forth in the Documents, no representations or warranties
have been made to the Subscriber by the Company, any selling agent of the Company, or any agent,
employee, or affiliate of the Company or such selling agent.
(c) Economic Loss. The Subscriber believes that an investment in the Securities is
suitable for the Subscriber based upon the Subscribers investment objectives and financial needs.
The Subscriber (i) has adequate means for providing for the Subscribers current financial needs
and personal contingencies; (ii) has no need for liquidity in this investment; (iii) at the present
time, can afford a complete loss of such investment; and (iv) does not have overall commitments to
investments which are not readily marketable and disproportionate to the Subscribers net worth,
and the Subscribers investment in the Securities will not cause such overall commitments to become
excessive.
(d) Sophistication. The Subscriber, in reaching a decision to subscribe, has such
knowledge and experience in financial and business matters that the Subscriber is capable of
reading and interpreting financial statements and evaluating the merits and risk of an investment
in the Securities and has the net worth to undertake such risks. The investment contemplated
hereby is the result of arms length negotiation between the Subscriber and the Company.
(e) No General Solicitation. The Subscriber was not offered or sold the Securities,
directly or indirectly, by means of any form of general advertising or general solicitation,
including, but not limited to, the following: (1) any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar medium of or broadcast over
television or radio; or (2) to the knowledge of the undersigned, any seminar or meeting whose
attendees had been invited by any general solicitation or general advertising.
(f) Seek Advice. The Subscriber has obtained, to the extent the Subscriber deems
necessary, the Subscribers own personal professional advice with respect to the risks inherent in
the investment in the securities, and the suitability of an investment in the Securities in light
of the Subscribers financial condition and investment needs;
(g) Investment Risks. The Subscriber recognizes that the Securities as an investment
involves a high degree of risk, including those set forth under the risk factors contained in the
Documents.
(h) Effect and Time of Representations. The information provided by the Subscriber
contained in this Subscription Agreement is true, complete and correct in all material respects as
of the date hereof. The Subscriber understands that the Companys determination that the exemption
from the registration provisions of the Securities Act of 1933, as amended (the Securities Act),
which is based upon non-public offerings and applicable to the offer and sale of the Securities, is
based, in part, upon the representations, warranties, and agreements made by the Subscriber herein.
The Subscriber consents to the disclosure of any such information, and any other information
furnished to the Company, to any governmental authority or self-regulatory organization, or, to the
extent required by law, to any other person.
(i) Restrictions on Transfer; No Market for Securities. The Subscriber acknowledges
that (i) the purchase of the Securities is a long-term investment; (ii) the Subscriber must bear
the economic risk of investment for an indefinite period of time because the Securities have not
been registered under the Securities Act or under the securities laws of any state and, therefore,
the Securities cannot be resold unless they are subsequently registered under said laws or
exemptions from such registrations are
available; (iii) there is presently no public market for the Securities and the Subscriber may be
unable to liquidate the Subscribers investment in the event of an emergency, or pledge the
Securities as collateral for a loan; and (iv) the transferability of the Securities is restricted
and (A) requires conformity with the restrictions contained in paragraph 3 below and (B) legends
will be placed on the certificate(s) representing the Securities referring to the applicable
restrictions on transferability.
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(j) No Backup Withholding. The Subscriber certifies, under penalties of perjury, that
the Subscriber is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the
Internal Revenue Code.
(k) Restrictive Legend. Stop transfer instructions will be placed with the transfer
agent for the Securities, and a legend may be placed on any certificate representing the Securities
substantially to the following effect:
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), IN RELIANCE UPON THE
EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND REGULATION D UNDER THE ACT AND
HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. AS SUCH, THE PURCHASE OF
THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR
DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST
THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT AND ANY STATE
SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE,
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST
THEREIN, WITHOUT THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED
TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN
ORIGINALLY DISTRIBUTING THE SECURITY AND THAT REGISTRATION IS NOT REQUIRED.
(l) Placement Agent. The Subscriber understands that GVC Capital LLC is acting as
placement agent (the Placement Agent) on this transaction. The Company will pay the Placement
Agent a sales commission of 9% of the gross proceeds of this Offering. The Placement Agent may
re-allow a portion of the commission to participating selling agents. The Company will also sell
to the Placement Agent, for nominal consideration, warrants to purchase 9% of the total number of
shares of Common Stock sold in this Offering. The Warrants will be exercisable until five (5)
years after the Final Closing of the Offering.
(m) Notice of Change. The Subscriber agrees that it will notify the Company in
writing promptly (but in all events within thirty (30) days after the applicable change) of any
actual or anticipated change in any facts or circumstances, which change would make any of the
representations and warranties in this Subscription Agreement untrue if made as of the date of such
change (after giving effect thereto).
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3. Restricted Nature of the Securities; Investment Intent. The Subscriber has been
advised and understands that (a) the Securities have not been registered under the Securities Act
or applicable state securities laws and that the securities are being offered and sold pursuant to
exemptions from such laws; (b) the Documents may not have been filed with or reviewed by certain
state securities administrators because of the limited nature of the offering; (c) the Company is
under no obligation to register the Securities under the Act or any state securities laws, or to
take any action to make any
exemption from any such registration provisions available. The Subscriber represents and warrants
that the Securities are being purchased for the Subscribers own account and for investment
purposes only, and without the intention of reselling or redistributing the same; the Subscriber
has made no agreement with others regarding any of the Securities; and the Subscribers financial
condition is such that it is not likely that it will be necessary to dispose of any of such
Securities in the foreseeable future. The Subscriber is aware that, in the view of the SEC, a
purchase of such securities with an intent to resell by reason of any foreseeable specific
contingency or anticipated change in market value, or any change in the condition of the Company,
or in connection with a contemplated liquidation settlement of any loan obtained for the
acquisition of such securities and for which such securities were pledged, would represent an
intent inconsistent with the representations set forth above. The Subscriber further represents
and agrees that if, contrary to the foregoing intentions, the Subscriber should later desire to
dispose of or transfer any of such Securities in any manner, the Subscriber shall not do so unless
and until (i) said Securities shall have first been registered under the Act and all applicable
securities laws; or (ii) the Subscriber shall have first delivered to the Company a written notice
declaring such holders intention to effect such transfer and describe in sufficient detail the
manner and circumstances of the proposed transfer, which notice shall be accompanied either by a
written opinion of legal counsel who shall be reasonably satisfactory to the Company, which opinion
shall be addressed to the Company and reasonably satisfactory in form and substance to the
Companys counsel, to the effect that the proposed sale or transfer is exempt from the registration
provisions of the Act and all applicable state securities laws, or by a no action letter from the
SEC to the effect that the transfer of the Securities without registration will not result in
recommendation by the staff of the Commission that action be taken with respect thereto.
4. Residence. The Subscriber represents and warrants that the Subscriber is a bona
fide resident of, is domiciled in and received the offer and made the decision to invest in the
Securities in the state set forth on the signature page hereof, and the Securities are being
purchased by the Subscriber in the Subscribers name solely for the Subscribers own beneficial
interest and not as nominee for, or on behalf of, or for the beneficial interest of, or with the
intention to transfer to, any other person, trust or organization, except as specifically set forth
in this Subscription Agreement.
5. Investor Qualification. The Subscriber represents and warrants that the Subscriber
is an accredited investor as that term is defined in Regulation D under the Securities Act
because the Subscriber comes within at least one category marked below. The Subscriber further
represents and warrants that the information set forth below is true and correct. ALL INFORMATION
IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL EXCEPT AS REQUIRED BY LAW. The
Subscriber agrees to furnish any additional information which the Company deems necessary in order
to verify the answers set forth below. (Please check all that apply.)
Category I
|
The Subscriber is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with the Subscribers spouse, presently exceeds $1,000,000. | |
Explanation. In calculation of net worth the Subscriber may include equity in personal property and real estate, excluding the Subscribers principal residence, cash, short term investments, stocks and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property. | ||
Category II
|
The Subscriber is an individual (not a partnership, corporation, etc.) who had an individual net income in excess of $200,000 in each of the last two years, or joint income with his/her spouse in excess of $300,000 in each of the last two years, and has a reasonable expectation of reaching the same income level in the current year. |
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Category III
|
The Subscriber is an executive officer or director of the Company. | |
Category IV
|
The Subscriber is a bank as defined in Section 3(a)(2) of the Securities Act; a savings and loan as defined in Section 3(a)(5)(A) of the Securities Act; an insurance company as defined in Section 2(13) of the Securities Act; a broker or dealer registered pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act); an investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act), or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (ERISA), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors (this includes IRAs). (Note: If you check this category, the Company may request additional information regarding investment company and ERISA issues.) | |
Category V
|
The Subscriber is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. | |
Category VI
|
The Subscriber is an entity with total assets in excess of $5,000,000 which was not formed for the purpose of investing in the Securities and which is one of the following: | |
a corporation; or | ||
a partnership; or | ||
a business trust; or | ||
a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. | ||
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Category VII
|
The Subscriber is an entity all the equity owners of which are accredited investors within one or more of the above categories. If relying upon this category alone, each equity owner must complete a separate copy of this Agreement. | |
Category VIII
|
The Subscriber is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment. |
6. FINRA Questionnaire.
(a) Are you a member of FINRA1, a person associated with a member of
FINRA2, or an affiliate of a member?
Yes No
If Yes, please list any members of FINRA with whom you are associated or affiliated.
1 | FINRA defines a member as being either any broker or
dealer admitted to membership in FINRA or any officer or partner of such a
member, or the executive representative of such a member or the substitute for
such representative. |
|
2 | FINRA defines a person associated with a member as being every
sole proprietor, general or limited partner, officer, director or branch
manager or such member, or any natural person occupying a similar status
or performing similar functions, or any natural person engaged in the
investment banking or securities business who is directly or indirectly
controlling or controlled by such member (for example, any employee),
whether or not any such person is registered or exempt from registration
without FINRA. Thus, person associated with a member includes a sole
proprietor, general or limited partner, officer, director or branch
manager or an organization of any kind (whether a corporation, partnership
or other business entity) which itself is a member or a person
associated with a member. In addition, an organization of any kind is a
person associated with a member if its sole proprietor or anyone of its
general or limited partners, officers, director or branch managers is a
member or person associated with a member. |
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(b) If you are a corporation, are any of your officers, directors or 5% shareholders a member
of FINRA, a person associated with a member of FINRA, or an affiliate of a member?
Yes No
If Yes, please list the name of the respective officer, director, or 5% shareholder and any
members of FINRA with whom they are associated or affiliated.
7. Authority. The undersigned, if other than an individual, makes the following
additional representations:
(a) The Subscriber was not organized for the specific purpose of acquiring the Securities;
(b) The Subscriber is fully authorized, empowered and qualified to execute and deliver this
Subscription Agreement, to subscribe for and purchase the Securities and to perform its obligations
under, and to consummate the transactions that are contemplated by the Subscription Agreement; and
(c) This Subscription Agreement has been duly authorized by all necessary action on the part
of the Subscriber, has been duly executed by an authorized officer or representative of the
Subscriber, and is a legal, valid and binding obligation of the Subscriber enforceable in
accordance with its terms.
8. Use of Proceeds. The Subscriber acknowledges that any proceeds from the sale of
the Units will be used by the Company for working capital, investment and research and development
expenses as further described in the Memorandum.
9. Compliance with Laws; No Conflict. The execution and delivery of the Subscription
Agreement by or on behalf of the Subscriber and the performance of the Subscribers obligations
under, and the consummation of the transactions contemplated by, the Subscription Agreement do not
and will not conflict with or result in any violation of, or default under, any provision of any
charter, bylaws, trust agreement, partnership agreement or other governing instrument applicable to
the Subscriber, or other agreement or instrument to which the Subscriber is a party, or by which
the Subscriber is, or any of its assets are, bound, or any permit, franchise, judgment, decree,
statute, rule, regulation or other law applicable to the Subscriber or the business or assets of
the Subscriber.
10. Reliance on Representations. The Subscriber understands the meaning and legal
consequences of the representations, warranties, agreements, covenants, and confirmations set out
above and agrees that the subscription made hereby may be accepted in reliance thereon. The
Subscriber acknowledges that the Company has relied and will rely upon the representations and
warranties of the Subscriber in this Subscription Agreement. The Subscriber agrees to indemnify
and hold harmless the Company and any selling agent (including for this purpose their employees,
and each person who controls either of them within the meaning of Section 20 of the Exchange Act)
from and against any and all loss,
damage, liability or expense, including reasonable costs and attorneys fees and disbursements,
which the Company, or such other persons may incur by reason of, or in connection with, any
representation or warranty made herein not having been true when made, any misrepresentation made
by the Subscriber or any failure by the Subscriber to fulfill any of the covenants or agreements
set forth herein, or in any other document provided by the Subscriber to the Company.
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11. Transferability and Assignability. Neither this Subscription Agreement nor any of
the rights of the Subscriber hereunder may be transferred or assigned by the Subscriber. The
Subscriber agrees that the Subscriber may not cancel, terminate, or revoke this Subscription
Agreement or any agreement of the Subscriber made hereunder (except as otherwise specifically
provided herein) and that this Subscription Agreement shall survive the death or disability of the
Subscriber and shall be binding upon the Subscribers heirs, executors, administrators, successors,
and assigns.
12. Survival. The representations and warranties of the Subscriber set forth herein
shall survive the sale of the Securities pursuant to this Subscription Agreement.
13. Notices. All notices or other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered personally or mailed by certified or
registered mail, return receipt requested, postage prepaid, as follows: if to the Subscriber, to
the address set forth below; and if to the Company to the address at the beginning of this
Subscription Agreement, or to such other address as the Company or the Subscriber shall have
designated to the other by like notice.
14. Counterparts. This Subscription Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same document.
15. Governing Law. This Subscription Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of Colorado. The
parties hereby consent to the non-exclusive jurisdiction of the courts of the State of Colorado and
any federal or state court located in Denver, Colorado for any action arising out of this
Subscription Agreement.
16. Entire Agreement. This Agreement, including the appendices hereto, constitutes
the entire agreement, and supersedes all prior agreements or understandings, among the parties
hereto with respect to the subject matter hereof.
IN NO EVENT WILL THE COMPANY, THE PLACEMENT AGENT, OR ANY OF THEIR AFFILIATES OR THE PROFESSIONAL
ADVISORS ENGAGED BY THEM BE LIABLE IF FOR ANY REASON RESULTS OF OPERATIONS OF THE COMPANY ARE NOT
AS PROJECTED IN THE MEMORANDUM. INVESTORS MUST LOOK SOLELY TO, AND RELY ON, THEIR OWN ADVISORS
WITH RESPECT TO THE FINANCIAL, TAX AND OTHER CONSEQUENCES OF INVESTING IN THE SECURITIES.
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17. Title. Manner in Which Title is To Be Held.
Place an X in one space below:
(a)
_____
Individual Ownership
(b) _____ Community Property
(c) _____ Joint Tenant with Right of Survivorship (both parties must sign)
(d) _____ Partnership
(e) _____ Tenants in Common
(f) _____ Corporation
(g) _____ Trust
(h) _____ Other (Describe):
(b) _____ Community Property
(c) _____ Joint Tenant with Right of Survivorship (both parties must sign)
(d) _____ Partnership
(e) _____ Tenants in Common
(f) _____ Corporation
(g) _____ Trust
(h) _____ Other (Describe):
Please print above the exact name(s) in which the Securities are to be held.
18. State of Residence. The Subscribers state of residence and the state in which
the Subscriber received the offer to invest and made the decision to invest in the Securities is
.
19. Date of Birth. (If an individual) The Subscribers date of birth is:
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SIGNATURES
The Subscriber hereby represents that it has read this entire Subscription Agreement.
Dated:
INDIVIDUAL (includes Community Property, Joint Tenants, Tenants-in-Common)
Address to Which Correspondence Should be Directed |
|||
Signature (Individual) |
|||
Signature (All record holders should sign)
|
City, State and Zip Code | ||
Name(s) Typed or Printed
|
Tax Identification or Social Security Number | ||
(___)_______________________________ | |||
Telephone Number |
COPY OF DRIVERS LICENSE OR PASSPORT REQUIRED IF NON-BCP CUSTOMER
Customer Identification Program Notice: To help the government fight the funding of terrorism and
money laundering activities, federal law requires financial institutions to obtain, verify, and
record information that identifies each client. This means that we will require you to provide the
following information: name, date of birth, address, identification number, and a piece of
documentary identification. If you are an individual and do not have an account with GVC Capital
LLC, please include a copy of your drivers license or passport. If you are an entity, please
provide a copy of your articles of incorporation, trust document, or other identifying document. If
you are unable to produce the information required, we may not be able to complete your investment
transaction.
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CORPORATION, PARTNERSHIP, TRUST, RETIREMENT ACCOUNT OR OTHER ENTITY
Name of Entity | Address to Which Correspondence Should be Directed | |||||
By: |
||||||
Its: |
||||||
(_____)______________________ | ||||||
Name Typed or Printed | Telephone Number | |||||
Email Address
|
* | If Securities are being subscribed for by an entity, the Certificate of Signatory must also be
completed. |
CERTIFICATE OF SIGNATORY
To be completed if Securities are being subscribed for by an entity.
I, , am the
of
(the Entity).
I certify that I am empowered and duly authorized by the Entity to execute and carry out the
terms of the Subscription Agreement and Letter of Investment Intent and to purchase and hold the
Securities, and certify that the Subscription Agreement and Letter of Investment Intent has been
duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of
the Entity.
IN WITNESS WHEREOF, I have hereto set may hand this
_____
day of
_____, 2011.
COPY OF DRIVERS LICENSE OR PASSPORT REQUIRED IF NON-GVC CUSTOMER
Customer Identification Program Notice: To help the government fight the funding of terrorism and
money laundering activities, federal law requires financial institutions to obtain, verify, and
record information that identifies each client. This means that we will require you to provide the
following information: name, date of birth, address, identification number, and a piece of
documentary identification. If you are an individual and do not have an account with GVC Capital
LLC, please include a copy of your drivers license or passport. If you are an entity, please
provide a copy of your articles of incorporation, trust document, or other identifying document. If
you are unable to produce the information required, we may not be able to complete your investment
transaction.
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ACCEPTANCE
This Subscription Agreement is accepted as of , 2011
Omni Bio Pharmaceutical, Inc. | ||||||
By: | ||||||
Chief Financial Officer | ||||||
Date: | ||||||
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APPENDIX A
GVC DISCLOSURES
GVC DISCLOSURES
GVC Capital LLC
Privacy Policy Concerning Clients Financial Information Dated January 1, 2011
Privacy Policy Concerning Clients Financial Information Dated January 1, 2011
This privacy disclosure statement puts in writing the privacy policies that GVC follows. Our
policy is based on the recognition that our clients have an expectation that nonpublic personal
information will be kept confidential. We have adopted this Privacy Policy concerning information
you have provided to us and information we obtained in providing services to you.
Information about you is collected in the normal course of business for purposes of providing
services to you. This information is not collected for resale. We provide information to
unaffiliated third parties that is necessary for us to provide services to you. The information
that is collected, the source of the information and the parties to which the information is
provided are explained below.
Categories of Nonpublic Information We Collect In the Normal Course of Business:
1. Information you provide in establishing an account. This is information provided by you
on forms used to open and maintain an account with us and our affiliates and otherwise provided by
you in using our services. Examples of such information are your name, address, employment, age,
assets and investment objectives and experience.
2. Information about your transactions. This includes information obtained from you
concerning a transaction that we have done on your behalf. We also have information about assets
held for you. If your account was transferred to us, we may have received information from another
financial institution. Our Brokerage services are introduced by us to a clearing firm that effects
transactions and maintains assets for you. We have access to information about these transactions
and assets. We anticipate that the clearing firm will separately provide you with their privacy
policies concerning client financial information that is collected or available to them.
Categories of Nonpublic Information That is Disclosed:
We do not disclose any nonpublic personal information about our clients or former clients to
anyone, except as required or permitted by law. Examples of such disclosures include:
1. All information about your account may be disclosed to any person that you authorized
pursuant to the documentation you have provided us. For example, information about accounts held
jointly shall be disclosed to all persons jointly sharing the account.
2. Any information that is compelled to be produced by law, such as pursuant to a subpoena
issued by a court.
3. Information provided with your consent or at your direction, such as disclosure to a
nonaffiliated mortgage lender with whom you are applying for a mortgage loan.
4. Information to a financial institution where your account is transferred.
5. Information provided by us to non-affiliated third parties that assist us in providing our
services to you such as data processing firms that prepare and print your account statements.
Parties to Whom We May Disclose Nonpublic Information
We may disclose both identification and transaction information to affiliated and non-affiliated
parties as permitted by law for the following reasons:
1. | Non-financial Entities. Such entities include persons we engage to prepare
confirmations, account statements and other account records and transfer agents to
permit the issuance of security certificates to you. |
2. | Financial Entities. Such entities include a clearing firm that is a
securities broker-dealer that we introduce transactions or accounts in certain types of security products.
|
We do not disclose nonpublic information about our clients to any party except as required or
permitted by law.
Our Policies Protecting the Confidentiality of Information About You
We restrict access to nonpublic personal information about you to those employees and nonaffiliated
third parties who need to know that information so as to enable us to provide products and services
to you.
Such employees include your account executive, personnel in the trading department who effect or
route your transactions, operations personnel who prepare and reconcile records of your
transactions and your security and money positions, and management and compliance personnel who
oversee our business.
Nonaffiliated third parties include our clearing firm or others that:
1. Prepare confirmations, account statements and other records of your account.
2. Transmit trade information to securities regulators and other government agencies as
required by applicable rules.
3. Regulate our business in accordance with applicable law.
4. Maintain accounts.
5. Facilitate the clearing and settlement of transactions.
6. Such other parties as permitted by law.
We maintain physical, electronic and procedural safeguards to guard against persons not authorized
by us from having access to your nonpublic personal information.
Internally, we maintain all written records in secured locations that are accessible only to
authorized personnel. Account executives are provided with transaction records of accounts that
they have responsibility for servicing. Electronic records are maintained on secure computers that
are password protected. Employees undergo background checks as a condition of employment.
We appreciate being able to provide our services to you and will continue to do so while
maintaining the confidentiality of the information needed to provide such services. If you have
any questions concerning this notice, please call Vicki Barone at (303) 694-0862.
GVC CAPITAL BUSINESS CONTINUITY PLANNING
GVC Capital LLC has developed a Business Continuity Plan on how we will respond to events that
significantly disrupt our business. Since the timing and impact of disasters and disruptions is
unpredictable, we will have to be flexible in responding to actual events as they occur. With that
in mind, we are providing you with this information on our business continuity plan.
Contacting Us If after a significant business disruption you cannot contact us as you usually do
at 303-694-0862, please go to our web site at www.gvccap.com.
Our Business Continuity Plan We plan to quickly recover and resume business operations after a
significant business disruption and respond by safeguarding our employees and property, making a
financial and operational assessment, protecting the firms books and records, and allowing our
customers to transact business. In short, our business continuity plan is designed to permit our
firm to resume operations as quickly as possible, given the scope and severity of the significant
business disruption. Our business continuity plan addresses: data back up and recovery; all
mission critical systems; financial and operational assessments; alternative communications with
customers, employees, and regulators; alternate physical location of employees; critical supplier,
contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt
access to their funds and securities if we are unable to continue our business.
Varying Disruptions Significant business disruptions can vary in their scope, such as only our
firm, a single building housing our firm, the business district where our firm is located, the city
where we are located, or the whole region. Within each of these areas, the severity of the
disruption can also vary from minimal to severe. In a disruption to only our firm or a building
housing our firm, we will transfer our operations to a local site when needed and expect to recover
and resume business within an hour. In a disruption affecting our business district, city, or
region, we will transfer our operations to a site outside of the affected area, and recover and
resume business within a few hours. In either situation, we plan to continue in business, transfer
operations to our clearing firm if necessary, and notify you through our web site [www.gvccap.com]
or a telephone recording from our main line, [303-694-0862] how to contact us. If the significant
business disruption is so severe that it prevents us from remaining in business, we will assure our
customers prompt access to their funds and securities.
For more information If you have questions about our business continuity planning, you can
contact us at (303) 694-0862 or send inquiries to our main office: 5350 S. Roslyn St. Suite 400
Greenwood Village, CO 80111.