Exhibit 4.5
SECURITIES SUBSCRIPTION AGREEMENT
Date: ______
1. BRANDED MEDIA CORPORATION, a Nevada Corporation (the "Company"), offered
for sale and the undersigned purchaser, __________, a ______ company (the
"Purchaser"), hereby tenders this subscription and applies for the purchase of
________ shares of common stock (the "Common Stock" or the "Shares" to be
issued) of the Company, in the principal amount ______, with a purchase price of
$____ per share.
Together with this Subscription Agreement, the Purchaser is delivering to
the Company the full amount of the purchase price for the Shares for which it is
subscribing by cash, check, wire transfer, promissory note, or services to the
Company.
2. The Offering is being conducted in reliance upon the exemption from the
registration requirements of the Securities Act of 1933 (the Act) set forth in
Rule 504 of Regulation D promulgated under the Act, Sections 5.I, 5.T and 7 of
the Texas Securities Act, Rule 139.19 of the Texas Administrative Code, and the
Regulations promulgated thereunder.
3. Representations and Warranties of Purchaser. In order to induce the
Company to accept this subscription, the Purchaser hereby represents and
warrants to, and covenants with, the Company as follows:
A. The Purchaser is purchasing the Common Stock to be issued for its
own account for investment purposes and not with a view towards distribution and
has no present arrangement of intention to sell the Common Stock;
B. The Purchaser acknowledges and agrees that the Common Stock has not
been registered under the Act and may not be offered or sold in the United
States or to U.S. Persons unless the Shares are registered under the Act or an
exemption from the registration requirements of the Act is available. The
foregoing notwithstanding, the Shares issued shall be free of stop transfer
instructions or restrictions and the Purchaser acknowledges that it is the
Purchaser's responsibility to comply with all applicable state and federal
securities laws regarding resale of the Shares;
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C. The Purchaser is not an officer, director or affiliate (as that
term is defined in Rule 403 under the Act) of the Company, and the Company shall
not treat or consider the Purchaser as an officer, director or affiliate.
D. Purchaser is purchasing the Shares for its own account and
Purchaser is qualified to purchase the Shares under the laws of the State of
Texas;
E. All Invitations, offers and sales of or in respect of the Shares,
by Purchaser and any distribution by Purchaser of any documents relating to the
offer by it of any of the Shares will be in compliance with applicable laws and
regulations and wilI be made in such a manner that no prospectus need be filed
and no other filing need be made by Company with any regulatory authority or
stock exchange in any country or any political subdivision of any country;
F. The Purchaser has received and carefully reviewed the Company's
Business Plan and financial statements and has had the opportunity to ask and
receive answers to any and all questions the Purchaser had with respect to the
Company, its Business Plan, Management and current financial condition;
G. The Purchaser is an accredited Texas investor as defined by
Regulation D and has such knowledge and expertise in financial and business
matters that the Purchaser is capable of evaluating the merits and risks
involved in an investment in the Common Stock and acknowledges that an
investment in the Common Stock entails a number of very significant risks and
Purchaser is able to withstand the total loss of its investment;
H. Except as set forth in this Agreement, no representations or
warranties have been made to the Purchaser by the Company or any agent, employee
or affiliate of the Company, and in entering into this transaction the Purchaser
is not relying upon any information, other than that contained In this
Agreement, the Company's disclosure materials, and the results of independent
investigation by the Purchaser;
I. The Purchaser understands that the Common Stock is being offered
and sold to it in reliance on specific exemptions from the registration
requirements of the United States Federal and State securities laws and that the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Purchaser to acquire the Common Stock, and the Purchaser
acknowledges that it is Purchaser's responsibility to satisfy itself as to the
full observance by this Offering and the sale of the Common Stock to Purchaser
of the laws of any jurisdiction outside the United States and Purchaser has done
so;
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J. The Purchaser has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms; and
K. Purchaser understands that in the view of the SEC the statutory
basis for the exemption claimed for, the transaction would not be present if the
Offering, although in technical compliance with Regulation D, is part of a plan
or scheme to evade the registration provisions of the 1933 Act and Purchaser
confirms that its purchase is not part of any such plan or scheme. Purchaser has
no present intention to sell the Common Stock.
L. The purchaser represents that it is purchasing the securities
subscribed to hereby for itself, and with the intent to hold such securities for
investment purposes, such that, absent a change in circumstances, it will hold
these securities for a minimum period of 12 months. For purposes of this
subscription, a change in circumstances includes, but not by way of limitation,
a) any unexpected or unforeseeable material change in the purchaser's financial
condition or business prospects, including a merger or exchange of shares,
change in control, appointment of a receiver, or bankruptcy, or b) any
unexpected or unforeseeable material change in the issuer's financial condition
or business prospects, including a merger or exchange of shares, change in
control, appointment of a receiver, or bankruptcy, that has resulted in or the
purchaser reasonably expects will result in a material change in the existing
market for the issuer's securities, such as a substantial increase or decrease
in the price thereof.
4. Representations of the Company.
The Company represents and warrants:
A. The Company is in full compliance, to the extent applicable, with
all reporting obligations under state and federal law, will stay current and is
responsible for filing all necessary reports and paperwork.
B. The execution, delivery and performance of this Agreement and the
consummation of the Issuance of the Common Stock and the transactions
contemplated by this Agreement are within the Company's corporate powers and
have been duly authorized by all necessary corporate and stockholder action on
behalf of the Company. The Issuer guarantees that there is and will be enough
shares authorized to issue all necessary free trading shares. The Issuer will
guarantee and assist that delivered shares are good delivery and will clear
transfer.
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C. All documents provided to the Purchaser do not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statement therein in light of the
circumstances under which they were made, not misleading. Prior to signing this
agreement the Company shall have notified the Purchaser if there is anyone group
or entity that owns greater than 10% of the outstanding common stock.
D. The Company agrees not to effect a "reverse split" of its Common
Stock for a period of sixty days, or for the term of this offering without prior
written consent of the Purchaser.
E. The Company agrees that the purchaser shall have first right of
refusal to any offerings at a discount to the market price for a period of sixty
days. Purchaser and Seller/Issuer agree that they are both sophisticated with
respect to this type of transaction and have both done their own independent
due-diligence and agree to hold intermediaries, placement agents, finders and
brokers harmless with respect to any litigation.
F. The filing of SEC Form D/504 is to be the responsibility of the
Issuing Company.
G. The Company has authorized and confirmed their transfer agent will
accept a photocopy of the Purchaser's Corporate Resolution.
H. The Company is not subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended and was not
subject to these sections at the time of the sale.
I. The Company is not an Investment Company or a development stage
company with no specific business plan.
J. Including the Common Stock included In this Subscription Agreement,
the Company has raised less than $1,000,000 under Rule 504 during the past
twelve months.
5. Non-Binding Until Acceptance. The Purchaser understands that this
subscription is not binding upon the Company until the Company accepts it, which
acceptance is at the sole discretion of the Company and is to be evidenced by
the Company's execution of this Agreement where indicated. This Agreement shall
be null and void if the Company does not accept it as aforesaid. Upon acceptance
by the Company and receipt of the total purchase price, the Company will issue
one or more certificates for the full number of shares of Common Stock
subscribed for.
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6. Non-Assignability. Neither this Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the Purchaser.
7. Governing Law. This Agreement will be construed and enforced in
accordance with and governed by the laws of the State of Nevada except for
matters arising under the Act, without reference to principles of conflicts of
law. Each of the parties consents to the exclusive jurisdiction of the federal
courts whose districts encompass any part of the State of Nevada or the state
courts of the State of Nevada in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions. At Purchaser's election,
any dispute between the parties may be arbitrated rather than litigated in the
courts, before the American Arbitration Association in Las Vegas, Nevada, and
pursuant to its rules. Upon demand made by the Holder to the Company, the
Company agrees to submit to and participate in such arbitration.
8. Facsimile Signatures. Execution of this Agreement and delivery of signed
copies thereof by facsimile signatures from the parties hereto or their agents
is acceptable to the parties who waive any objections or defenses based upon
lack of an original signature.
IN WITNESS WHEREOF, the Purchaser has executed this Securities Subscription
Agreement on the date set forth below.,
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(Signature of Investor)
-----------------------------
Social Security Number and/or
Tax Identification Number
NUMBER OF SHARES PURCHASED:
Price per share:
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Payment Herewith:
This Subscription Agreement
Accepted this ___ day of _____, 200_.
BRANDED MEDIA CORPORATION
By:
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Xxxxxx X. Xxxxxx
CEO
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