Newsmax Inc. Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • Florida
This Indemnity Agreement, dated as of _________ ____, 202_ is made by and between Newsmax Inc. , a Florida corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one or more of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person (as defined herein) set forth below (“Indemnitee”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • April 7th, 2025 • Newsmax Inc. • Television broadcasting stations
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 4, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and NEWSMAX INC., a company incorporated under the laws of the State of Florida (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Newsmax Inc. Maximum: 7,500,000 Shares of Class B Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
Newsmax Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 7,500,000 shares of Class B Common Stock, $0.001 par value per share, of the Company (“Class B Common Stock”) to investors (collectively, the “Investors”), at a purchase price of $10.00 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Class B Common Stock to be sold in the Offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 4, 2024, by and between Newsmax Inc., a Florida corporation (the “Company”), and the investors set forth on Exhibit A of the Purchase Agreement (collectively, the “Investors” and, each individually, an “Investor”).
NEWSMAX INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2025 Omnibus Equity Incentive Plan)Stock Option Agreement • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
This STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Newsmax Inc., a Florida corporation (the “Company”), and the recipient of the Option (as defined below) (the “Optionee”) whose name is set forth in the Grant Notice.
ProxyProxy Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • Delaware
In accordance with the Series A-3 Preferred Stock Subscription Agreement (as amended, restated or otherwise modified from time to time, the “Subscription Agreement”) by and between Newsmax Media, Inc., a Delaware corporation (the “Company”) and Naples Investment HoldCo, LLC, a Delaware limited liability company (the “Investor”), the Investor agrees as follows:
SERIES A-2 PREFERRED STOCK PURCHASE AGREEMENTSeries a-2 Preferred Stock Purchase Agreement • February 7th, 2025 • Newsmax Inc. • Television broadcasting stations • Delaware
NEWSMAX MEDIA, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by Article FOURTH of the Certificate of Incorporation of the Corporation, as amended from time to time (the “Certificate of Incorporation”), and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors adopted and approved the following resolution providing for the designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions of the Series A-2 Convertible Preferred Stock:
PUBLIC OFFERING SUBSCRIPTION AGREEMENT Shares of Class B Common Stock of Newsmax Inc.Subscription Agreement • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
This Subscription Agreement (this “Agreement”) relates to the agreement of the undersigned (the “Investor”) to purchase [●] newly issued shares of Class B Common Stock, $0.001 par value per share (the “Shares”), of Newsmax Inc., a Florida corporation (the “Company”), for a purchase price of $10.00 per Share, for a total purchase price of $[●] (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated [●], 2025, contained in the offering statement on Form 1-A qualified by the Securities and Exchange Commission (the “SEC”) on [●], 2025 (the “Offering Circular”). Any capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • Florida
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made as of June 3, 2024 (the “Effective Date”) by and between Newsmax Media, Inc., a Florida corporation, with its principal executive office at 750 Park of Commerce Drive, Suite 100, Boca Raton, FL 33487 (the “Company”) and Christopher Ruddy an individual residing at ______________________ (the “Executive”).
NEWSMAX INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2025 Omnibus Equity Incentive Plan)Stock Option Agreement • March 19th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such property, as compensation for services in the calculation of: (1) regular gross income; (2) alternative minimum taxable income; or (3) disqualifying disposition gross income, as the case may be.
NEWSMAX MEDIA, INC. amendment to SUBSCRIPTION agreementSubscription Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations
This Amendment to Subscription Agreement (this “Amendment”) is made as of July 30, 2020 (the “Amendment Date”), by and between Newsmax Media, Inc., a Delaware corporation (the “Company”), and Naples Investment HoldCo, LLC, a Delaware limited liability company (the “Investor”).
Re: First Amendment to Selling Agent Engagement Letter (this “Amendment”)Selling Agent Engagement Letter • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations
Reference is made to the Selling Agent Engagement Letter, dated May 31, 2024 (the “Engagement Letter”), by and between Newsmax Inc. (the “Company”) and Digital Offering LLC (“DO” or the “Selling Agent”), relating to the planned primary offering under Regulation A of the Securities Act of 1933, as amended, by and for the Company consisting of shares of the Company’s Class B Common Stock (the “Offering”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Engagement Letter.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • Delaware
This Subscription Agreement (the “Agreement”) is made as of this 16th day of July, 2020, by and between Newsmax Media, Inc., a Delaware corporation (the “Company”), and Naples Investment HoldCo, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Certificate of Designation (as defined below).
August 13, 2012 Mr. Andrew Brown Re: Employment with Newsmax Media, Inc. Dear Andrew:Employment Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations
Newsmax Media, Inc. (the “Company”) is pleased to offer you a position as General Manager of Newsmox Books on the terms set forth in this letter agreement. In this position, you will report to the company’s CEO. This offer is for a full time position, located at the offices of the Company, except as travel to other locations may be necessary to fulfill your responsibilities. We hope your skills, knowledge and experience will be the most valuable assets to our company.
PUBLIC OFFERING SUBSCRIPTION AGREEMENT Shares of Class B Common Stock ofSubscription Agreement • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
This Subscription Agreement (this “Agreement”) relates to the agreement of the subscriber signing this Agreement (the “Investor” or the “Subscriber”) to purchase newly issued shares of Class B Common Stock, $0.001 par value per share (the “Shares”), of Newsmax Inc., a Florida corporation (the “Company”), for a purchase price of $10.00 per Share, for a total purchase price of $0.00 USD (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated , 2025, contained in the offering statement on Form 1-A qualified by the Securities and Exchange Commission (the “SEC”) on , 2025 (the “Offering Circular”). Any capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
ESCROW AGREEMENTEscrow Agreement • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Missouri
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2025, by and among Newsmax Inc., a Florida corporation (the “Company”), DealMaker Securities LLC, a Delaware limited liability company (the “Managing Broker-Dealer”), Digital Offering, LLC, a Delaware limited liability company (the “Senior Managing Broker-Dealer”), and Enterprise Bank & Trust, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the “Escrow Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • Delaware
This Subscription Agreement (the “Agreement”) is made as of this 16th day of April, 2019, by and between Newsmax Media, Inc., a Delaware corporation (the “Company”), and Naples Investment HoldCo, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Certificate of Designation (as defined below).
STOCK OPTION AGREEMENTStock Option Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • Delaware
THIS OPTION AGREEMENT (this “Agreement”), is made and effective as of this ___ day of _________ (the “Grant Date”), by and between Newsmax Inc., a Florida corporation (“Company”), and ____________________________________ (“Participant”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of dated as of April 29, 2024, is by and among Newsmax Media, Inc., a Florida corporation (the “Company”) and Newsmax, Inc., a Florida corporation (“Parent”).
ESCROW AGREEMENTEscrow Agreement • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Delaware
This ESCROW AGREEMENT (this “Agreement”) dated as of this [●] day of [●] 2025 by and among Newsmax Inc., a Florida corporation (the “Company”), having an address at 750 Park of Commerce Drive, Suite 100, Boca Raton, FL 33487, Digital Offering, LLC, a Delaware limited liability company, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 (“Selling Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”). The Company and the Selling Agent are collectively referred to as “Parties” and, individually, as a “Party.”
PUBLIC OFFERING SUBSCRIPTION AGREEMENT Shares of Class B Common Stock of NEWSMAX INC.Subscription Agreement • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
This Subscription Agreement (this “Agreement”) relates to the agreement of the undersigned (the “Investor”) to purchase [●] newly issued shares of Class B Common Stock, $0.001 par value per share (the “Shares”), of Newsmax Inc., a Florida corporation (the “Company”), for a purchase price of $10.00 per Share, for a total purchase price of $[●] (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated [●], 2025, contained in the offering statement on Form 1-A qualified by the Securities and Exchange Commission (the “SEC”) on [●], 2025 (the “Offering Circular”). Any capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
NEWSMAX MEDIA, INC. amendment to SUBSCRIPTION agreementSubscription Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations
This Amendment to Subscription Agreement (this “Amendment”) is made as of July 16, 2020 (the “Amendment Date”), by and between Newsmax Media, Inc., a Delaware corporation (the “Company”), and Naples Investment HoldCo, LLC, a Delaware limited liability company (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • New York
This Subscription Agreement (the “Agreement”) is made as of this [_______] day of [_______], by and between Newsmax Media, Inc., a Delaware corporation (the “Company”), and the investor identified on the signature page to this Agreement (the “Investor”).
The purpose of this engagement letter is to outline our agreement in principle pursuant to which Digital Offering, LLC (“DO” or “Selling Agent”), will act as the lead managing selling agent and book runner, on a commercially reasonable efforts basis,...Engagement as Selling Agent • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations
This engagement letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided for herein, with regard to those specific sections that are agreed to be binding, this engagement letter is not intended to be a binding legal document.
PURCHASE AGREEMENTPurchase Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations • Florida
This PURCHASE AGREEMENT (this “Agreement”), is made as of [ ], 2024, by and among Newsmax Inc., a Florida corporation (the “Company”), and the purchasers hereto (each a “Purchaser” and collectively, the “Purchasers”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 4th, 2024 • Newsmax Inc. • Television broadcasting stations
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of dated as of April 29, 2024, is by and among Newsmax Media, Inc., a Florida corporation (the “Company”) and Newsmax, Inc., a Florida corporation (“Parent”).
ContractPurchase Warrant • February 28th, 2025 • Newsmax Inc. • Television broadcasting stations • Florida
NEITHER THIS PURCHASE WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS PURCHASE WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.