GEN2MEDIA CORPORATION SUBSCRIPTION AGREEMENT AND INVESTOR SUITABILITY REPRESENTATION
Exhibit
10.1
GEN2MEDIA
CORPORATION
AND
INVESTOR SUITABILITY REPRESENTATION
Gen2Media
Corporation
Xxxxxxxxxx
(address)
Xxxxxxxxxxx
xxxxxxxxxxxx
Gentlemen:
The
undersigned hereby offers to
subscribe for shares of common stock (the "Shares" of "Common Stock") of
Gen2Media Corporation (the “Company”) at a subscription price of $0.10 per
Share.
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1.
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Subscription.
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Subject
to the terms and conditions hereinafter set forth in this Subscription
Agreement, the undersigned hereby offers to purchase__________ Shares at $0.10
per Share, for an aggregate subscription amount of
$___________________. A check in the amount of $____________________
payable to the order of E360, LLC (The Subsidiary of the Company) is delivered
herewith.
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2.
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Conditions
to Subscription.
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I
understand that the Company has the right to accept or reject this Offer, in
whole or part, for any reason whatsoever; and I agree to comply with the terms
of this Subscription Agreement and to execute and deliver any and all further
documents requested by the Company.
I
understand that this subscription is not effective until the Company accepts
it
by countersigning this Subscription Agreement by an authorized
officer.
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3.
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Representations
and Warranties.
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In
order
to induce the Company to accept this Offer, I hereby warrant and represent
as
follows:
A. I
have sufficient liquid assets to sustain a loss of my entire investment in
the
Company.
B. (check
one)
( ) I
am (i) an Accredited Investor as the term is defined in Regulation D promulgated
under the Securities Act of 1933, as amended (the “Act”). In general,
an “Accredited Investor” is deemed to be an institution with assets in excess of
$5,000,000 or individual with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouse.
Or
( ) I
am a sophisticated investor that is capable of understanding the nature of
this
investment, and the risks inherent in making such an investment, and I am
capable of sustaining the loss of my entire investment.
C. I
have
reviewed the Company's Private Placement Memorandum dated May 15, 2005 (the
"Memorandum"). The Company has not made any other representations or
warranties to me with respect to the Company except as contained in the
Memorandum.
D. I
have
not authorized any person or institution to act as my Purchaser Representative
(as that term is defined in Regulation D of the General Rules and Regulations
under the Act) in this transaction. I represent that I have such
knowledge and experience in financial, investment and business matters that
I am
capable of evaluating the merits and risks of the prospective investment in
the
Common Stock. I have consulted with such independent legal counsel or
other advisers as I have deemed appropriate to assist me in evaluating my
proposed investment in the Company.
E. I
represent that (i) I have adequate means of providing for my current financial
needs and possible personal contingencies, and have no need for liquidity in
the
Common Stock; (ii) I can afford to hold the Common Stock for an indefinite
period of time and can sustain a complete loss of the entire amount of the
subscription; and (iii) I have not made an overall commitment to investments
which are not readily marketable which is disproportionate so as to cause such
overall commitment to become excessive.
F. I
have
been afforded the opportunity to ask questions of, and receive answers from
the
officers and/or directors of the Company acting on its behalf concerning the
terms and conditions of this transaction and to obtain any additional
information, to the extent that the Company possesses such information or can
acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information furnished; and I have availed myself of such
opportunity to the extent I considers appropriate in order to permit me to
evaluate the merits and risks of an investment in the Company.
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G. I
understand that the Company has not registered the Shares of Common Stock under
the Act in reliance on an exemption for transactions by an issuer not involving
a public offering.
H. I
understand that this offering has not been passed upon or the merits thereof
endorsed or approved by any state or federal authorities.
I. I
am
acquiring the Shares of Common Stock solely for my own account for personal
investment and not with a view to any distribution, or for resale. I
further represent that no other person has a beneficial interest in the
Securities subscribed for, and that no other person has furnished or will
furnish directly or indirectly, any part of or guarantee the payment of any
part
of the consideration to be paid to the Company. I do not intend to
dispose of all or any part of the Securities except in compliance with the
provisions of the Act and applicable state securities laws and I understand
that
the Securities are being offered pursuant to a specific exemption under the
provisions of the Act, which exemption(s) depend, among other things, upon
the
compliance with the provisions of the Act.
J. I
represent and agree that I will not sell, transfer, pledge or otherwise dispose
of or encumber the Shares of Common Stock except pursuant to the applicable
rules and regulations under the Act or applicable state securities laws, and
prior to any such sale, transfer, pledge, disposition or encumbrance, I will,
upon request, furnish the Company and its transfer agent with an opinion of
counsel satisfactory to the Company in form and substance that registration
under the Act and any applicable state securities laws is not
required.
K. I
understand, agree and consent that the Company insert the following or similar
legend on the face of the certificates representing the Shares:
"These
securities have not been registered under the Securities Act of 1933, as amended
(the “Act”), or any state securities laws and may not be sold or otherwise
transferred or disposed of except pursuant to an effective registration
statement under the Act and any applicable state securities laws, or an opinion
of counsel satisfactory to counsel to the Company that an exemption from
registration under the act and any applicable state securities laws is
available.”
L I
certify that each of the foregoing representations and warranties set forth
in
subsections (A) through (K) inclusive of this Section 3 are true as of the
date
hereof.
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4.
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Indemnification.
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I
understand that the Securities are being offered without registration under
the
Act and in reliance upon the exemption for transactions by an issuer not
involving any public offering; that the availability of such exemptions is,
in
part, dependent upon the truthfulness and accuracy of my representations in
this
agreement; that the Company will rely on such representations in accepting
any
subscriptions for the Securities and that the Company may take such
steps as it considers reasonable to verify the accuracy and truthfulness of
such representations in advance of accepting or rejecting my
subscription. I agree to indemnify and hold harmless the Company
against any damage, loss, expense or cost, including reasonable attorneys’ fees,
sustained as a result of any misstatement or omission on my part.
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5.
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Revocation.
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I
agree
that I will not cancel, terminate or revoke this Subscription Agreement or
any
agreement made herein, and that this Subscription Agreement shall survive my
death or disability.
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6.
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Termination
of Subscription Agreement
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If
the Company elects to cancel this
Subscription Agreement, this Offer shall be null and void and of no further
force and effect, and no party shall have any rights against any other party
hereunder, except for the return of the subscription price.
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7.
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Miscellaneous
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(A)
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All
notices or other communications given or made hereunder shall be
in
writing and shall be mailed by registered or certified mail, return
requested, postage prepaid, to the undersigned at his address set
forth
below and to Gen2Media Corporation, XXXXXXXXX ATTN: Ms. Xxxx Spio,
President and CEO.
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(B)
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This
Subscription Agreement constitutes the entire agreement among the
parties
hereto with respect to the subject matter hereof and may be amended
only
by writing executed by all parties.
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(C)
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The
provisions of the Subscription Agreement shall survive the execution
thereof.
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The
Securities are to be issued in (check one box):
_____
Individual name (if applicable)
______
Joint tenants with rights of survivorship
______
Tenants in the entirety
______
Corporation (an officer must sign)
______
Partnership (all general partners must sign)
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8.
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Certification.I
certify that he has read this entire Subscription Agreement and that
every
statement on his part made and set forth herein is true and
complete.
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IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
the
date his signature has been subscribed and sworn to below.]
_______________________________________________________________
Print
Name of Investor
Print
Name of Joint Investor
Signature
of Investor
Signature
of Joint Investor
Print
Name of Corporation, Partnership or other Institutional Investor
By:
______________________________
Name:
____________________________
Title:
_____________________________
Accepted
as of the ____day of _______________, 2007
Gen2Media
Corporation
By____________________________
Xxxx
Spio, President
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