ex4-2.htm


    Exhibit 4.2

     

     

    
 

    Appendix
A

    


    Form
of Warrant

    


    


    


    


    


    


    


    


    


    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Appendix
B

    


    INVESTOR
QUESTIONNAIRE

    


    (ALL
INFORMATION WILL BE TREATED CONFIDENTIALLY)

    


    To:
Vemics, Inc.

    


    This
Investor Questionnaire ("Questionnaire") must be completed by the Investor to
subscribe for and purchase from the Company that number of shares of the
Company's common stock, value $0.001 per share (the "Common Stock'') set forth
on Purchaser's signature page to Subscription Agreement (the "Investor Shares")
at a price per share of $0.12, and associated warrants to purchase Common Stock
for a number of shares calculated by multiplying the aggregate number of
Investor Shares by thirty percent (30%) with an exercise price $0.04
per  share (the “Warrants”) on the terms and subject to the conditions
set forth in the Subscription Agreement. These warrants are exercisable for a
period of (5) Five years from date of issuance which is concurrent with the
signing of this contract.

    


    The
securities are being offered and sold by Vemics, Inc. (the "Company") without
registration under the Securities Act of 1933, as amended (the "Act"), and the
securities laws of certain states, in reliance on the exemptions contained in
Section 4(2) of the Act and Regulation D promulgated thereunder and in reliance
on similar exemptions under applicable state laws. The Company must determine
that a potential investor meets certain suitability requirements before offering
or selling Securities to such investor.

    


    The
purpose of this Questionnaire is to assure the Company that each investor will
meet the applicable suitability requirements. The information supplied by you
will be used in determining whether you meet such criteria, and reliance upon
the private offering exemptions from registration is based in part on the
information herein supplied.

    


    This
Questionnaire does not constitute an offer to sell or a solicitation of an offer
to buy any security. Your answers will be kept strictly confidential except to
the extent requested by the Securities and Exchange Commission or state
securities regulators.

    


    By
signing this Questionnaire, you will be authorizing the Company to provide a
completed copy of this Questionnaire to such parties as the Company deems
appropriate in order to ensure that the offer and sale of the Securities will
not result in a violation of the Act or the securities laws of any state and
that you otherwise satisfy the suitability standards applicable to purchasers of
the Securities.

    


    All
potential investors must answer all applicable questions and complete, date and
sign this Questionnaire.

    


    Please
print or type your responses and attach additional sheets of paper if necessary
to complete your answers to any item.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    A. BACKGROUND
INFORMATION

    


    Name:
Ravine Valley
Partners, LLC

    


    Address: 370 Ravine
Drive

    (Number
and Street)

    


    Highland Park,
Illinois                   60035

    (City)     (State)          (Zip
Code)

    


    Telephone
Number: (847)
433-8300

    


    If I am
an individual:

    Age:_______           Citizenship:____________

    


    If a
corporation, partnership, limited liability company, trust or other
entity:

    Type of
entity: Limited
Liability Company

    


    State of
formation:_____________   Date of formation: July, 28,
2008

    


    Social
Security/Taxpaer Identification No. LLC Tax ID#
Pending

    


    B. STATUS AS ACCREDITED
INVESTOR The undersigned is an "accredited investor'ks such term is
defined in Regulation D under the Act, as at the time of the sale of the
Securities the undersigned falls within one or more of the following categories
(Please initial one or more, as applicable):'

    


    ___(1) a
bank as defined in Section 3(a)(2) of the Act, or a savings and loan association
or other institution as defined in Section 3(a)(5)(A) of the Act whether acting
in its individual or fiduciary capacity; a broker or dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934; an insurance company as
defined in Section 2(13) of the Act; an investment company registered under the
Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that 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. if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of such Act, 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

    


    _____________

    1 As used
in this Questionnaire, the term "net worth" means the excess of total assets
over total liabilities. In computing net worth for the purpose of subsection
(4), the principal residence of the investor must be valued at cost, including
cost of improvements, or at recently appraised value by an institutional lender
making a secured loan, net of encumbrances. In determining income, the investor
should add to the investor's adjusted gross income any amounts attributable to
tax exempt income received, losses claimed as a limited partner in any limited
partnership, contributions to an IRA or KEOGH retirement plan, alimony payments,
and any amount by which home from long-term capital gains has been reduced in
arriving at adjusted gross income.

    


    


    a
self-directed plan, with the investment decisions made solely by persons that
are accredited investors;

    


    ___(2) a
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940;

    


    ___(3) an
organization described in Section 5Ol(c)(3) of the Internal Revenue Code of
1986, as amended, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the Securities
offered, with total assets in excess of $5,000,000;

    


    ___(4) a
natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of such person's purchase of the Securities exceeds
$1,000,000;

    


    ___(5) a
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year;

    


    ___(6) a
trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the Securities offered, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and
1f-T

    


     ü
(7) an entity in which all of the equity owners are accredited investors (as
defined above).

    


    IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire this 29th day
of July 2008, and declares under oath that it is truthful and
correct

    


    James H. Desnick,
MD

    Print
Name

    


    By: /s/ James H. Desnick,
MD

    Signature

    


    Title:
Member
Manager

    (required
for any purchaser that is a corporation, partnership, trust or other
entity)