Common use of Regulation D Clause in Contracts

Regulation D. (i) The undersigned understands and acknowledges that: (A) the Shares acquired pursuant to this agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) the Company is under no obligation to register the Shares under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the Shares. (iii) The undersigned is purchasing the Shares for his, her or its own account for investment only and has no intention of selling or distributing the Shares and no other person has any interest in or participation in the Shares or any right, option, security interest, pledge or other interest in or to the Shares. The undersigned recognizes that an investment in the Shares involves a high degree of risk, including a risk of total loss of the undersigned. The undersigned understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares and the undersigned understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, as a condition to effecting a transfer of the Shares, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (iv) The undersigned acknowledges that the Shares will bear a legend in substantially the following form:

Regulation D. (i) The undersigned Purchaser understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned Purchaser represents that (i) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Purchaser did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (B) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. (iii) The Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iiiiv) The undersigned Purchaser is purchasing the Shares Securities for his, her or its own account for investment only and has no intention of selling or distributing the Shares Securities and no other person has any interest in or participation in the Shares Securities or any right, option, security interest, pledge or other interest in or to the SharesSecurities. The undersigned Purchaser recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedPurchaser. The undersigned Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 5 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (ivv) The undersigned Purchaser acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AMALGAMATED TECHNOLOGIES, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Regulation D. (i) The undersigned Purchaser understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iii) The undersigned Purchaser is purchasing the Shares Securities for his, her or its own account for investment only and has no intention of selling or distributing the Shares Securities and no other person has any interest in or participation in the Shares Securities or any right, option, security interest, pledge or other interest in or to the SharesSecurities. The undersigned Purchaser recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedPurchaser. The undersigned Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company's obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (iv) The undersigned Purchaser acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR TNX TELEVISION HOLDINGS, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Regulation D. (i) The undersigned Purchaser understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned Purchaser is an “accredited investor investor” within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iii) The undersigned Purchaser is purchasing the Shares Securities for his, her or its own account for investment only and has no intention of selling or distributing the Shares Securities and no other person has any interest in or participation in the Shares Securities or any right, option, security interest, pledge or other interest in or to the SharesSecurities. The undersigned Purchaser recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedPurchaser. The undersigned Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (iv) The undersigned Purchaser acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Regulation D. (i) The undersigned Purchaser understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iii) The undersigned Purchaser is purchasing the Shares Securities for his, her or its own account for investment only and has no intention of selling or distributing the Shares Securities and no other person has any interest in or participation in the Shares Securities or any right, option, security interest, pledge or other interest in or to the SharesSecurities. The undersigned Purchaser recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedPurchaser. The undersigned Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (iv) The undersigned Purchaser acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR TNX TELEVISION HOLDINGS, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Regulation D. (i) The undersigned Purchaser understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iii) The undersigned Purchaser is purchasing the Shares Securities for his, her or its own account for investment only and has no intention of selling or distributing the Shares Securities and no other person has any interest in or participation in the Shares Securities or any right, option, security interest, pledge or other interest in or to the SharesSecurities. The undersigned Purchaser recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedPurchaser. The undersigned Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (iv) The undersigned Purchaser acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDIAVEST, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Regulation D. (i) The undersigned Subscriber understands and acknowledges that: that the Shares have not been registered under the Securities Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Rule 506 of Regulation D under the Securities Act; (AB) the Shares acquired pursuant to this agreement have not been are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (C) the Shares may not be sold or otherwise transferred unless they have been first registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares have not been registered with any all applicable state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Actlaws, or pursuant unless exemptions from such registration provisions are available with respect to an available exemption thereundersaid resale or transfer; and (CD) except as otherwise provided in this Agreement, the Company is under no obligation to register the Shares under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase Subscriber will not sell or otherwise transfer any of the Shares, or any interest therein, unless and until (A) said Shares shall have first been registered under the Securities Act and all applicable state securities laws; or (B) the Subscriber shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonably satisfactory to the Company), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Securities Act and all applicable state securities laws. (iii) The undersigned Subscriber is purchasing acquiring the Shares for his, her or its own account for investment purposes only and has no intention of selling not with a view to or for distributing the Shares and no other person has any interest in or participation in the reselling such Shares or any part thereof or interest therein, without prejudice, however, to the Subscriber 's right, option, security interest, pledge or other interest in or subject to the provisions of this Subscription Agreement, at all times to sell or otherwise dispose of all or any part of such Shares pursuant to an effective registration statement under the Securities Act and in compliance with applicable federal and state securities laws or under an exemption from such registration. (iv) At the time the Subscriber was offered the Shares. , it was, and at the date hereof it is, and it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. (v) The undersigned recognizes that Subscriber has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. (vi) The Subscriber is able to bear the economic risk of an investment in the Shares involves and, at the present time, is able to afford a high degree of risk, including a risk of total complete loss of such investment. (vii) The Subscriber understands that no federal or state agency has approved or disapproved the undersigned. The undersigned understandsShares, acknowledges and agrees that it must bear passed upon or endorsed the economic risk merits of its investment in the offering thereof, or made any finding or determination as to the appropriateness of the Shares for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares and the undersigned understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, as a condition to effecting a transfer of the Shares, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicableinvestment. (ivviii) The undersigned acknowledges Subscriber understands that the certificates representing the Shares will bear a legend in substantially the following form:: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER SAID ACT OR (II) AN OPINION OF COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Regulation D. (i) The undersigned Purchaser understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned Purchaser represents that (i) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Purchaser did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (B) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. (iii) The Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iiiiv) The undersigned Purchaser is purchasing the Shares Securities for his, her or its own account for investment only and has no intention of selling or distributing the Shares Securities and no other person has any interest in or participation in the Shares Securities or any right, option, security interest, pledge or other interest in or to the SharesSecurities. The undersigned Purchaser recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedPurchaser. The undersigned Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 5 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (ivv) The undersigned Purchaser acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AMALGAMATED TECHNOLOGIES, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Regulation D. (i) The undersigned Purchaser understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The undersigned Purchaser is an “accredited investor investor” within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iii) The undersigned Purchaser is purchasing the Shares Securities for his, her or its own account for investment only and has no present intention of selling or distributing the Shares Securities and no other person has any interest in or participation in the Shares Securities or any right, option, security interest, pledge or other interest in or to the SharesSecurities. The undersigned Purchaser recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedPurchaser. The undersigned Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (iv) The undersigned Purchaser acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ALSO ARE SUBJECT TO A LOCK-UP AGREEMENT BETWEEN THE HOLDER AND MAXIM GROUP LLC.

Regulation D. (a) The Investor understands and acknowledges that (i) The undersigned understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; D and that such shares Securities have not been registered with any state securities commission or authority; , (Bii) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; thereunder and (Ciii) other than as set forth in Section 7 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (iib) The undersigned Investor is an “accredited investor investor” within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iiic) The undersigned is purchasing Securities to be purchased by the Shares for his, her or its own account Investor hereunder will be acquired for investment only for the Investor’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof with the meaning of the Securities Act, and the Investor has no present intention of selling selling, granting any participation in, or otherwise distributing the Shares and no other person same. If not an individual, the Investor also represents that the Investor has any interest in or participation in not been formed for the Shares or any right, option, security interest, pledge or other interest in or to specific purpose of acquiring the SharesSecurities. The undersigned Investor recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedInvestor. The undersigned Investor understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Investor understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 7 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (ivd) At no time was the Investor presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Securities. To the knowledge of such Investor, such Investor has received or has had full access to all the information it requested in connection with its investment decision with respect to the Securities to be purchased by such Investor under this Agreement, including without limitation, the Company’s filings with the United States Securities and Exchange Commission. Investor further has had a reasonable opportunity to ask questions of and receive answers from the directors, officers and management of the Company concerning the Company and the transactions contemplated by this Agreement and the Company’s business, management and financial affairs. (e) The undersigned Investor acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MANDALAY MEDIA, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. (f) Neither the Investor, nor any affiliate of the Investor or any person acting on his, her or its behalf, has recently sold shares of unregistered Common Stock of the Company.

Regulation D. (i) The undersigned Purchaser understands and acknowledges that: (A) the Shares Securities acquired pursuant to this agreement Agreement have not been and will not be registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such shares Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Shares Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Shares Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. . (ii) The undersigned Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the SharesSecurities. (iii) The undersigned Purchaser is purchasing the Shares Securities for his, her or its own account for investment only and has no intention of selling or distributing the Shares Securities and no other person has any interest in or participation in the Shares Securities or any right, option, security interest, pledge or other interest in or to the SharesSecurities. The undersigned Purchaser recognizes that an investment in the Shares Securities involves a high degree of risk, including a risk of total loss of the undersignedPurchaser. The undersigned Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares Securities and the undersigned Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the SharesSecurities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. (iv) The undersigned Purchaser acknowledges that the Shares Securities will bear a legend in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR TNX TELEVISION HOLDINGS, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.