EXHIBIT 10.31
SUBSCRIPTION AGREEMENT
December 10, 2002
JAG Media Holdings, Inc.
0000 X.X. 00xx Xxxxxx, Xxxxx X00
Xxxx Xxxxx, XX 00000
Attention: Board of Directors
Dear Sirs:
1. The undersigned (the "Purchaser") hereby offers to
subscribe to 1,136,364 shares (the "Shares") of Class A common stock, par value
$0.00001 per share, of JAG Media Holdings, Inc., a Nevada corporation (the
"Company"), and pay therefore a total consideration of $500,000.00. It is
understood that the Company will deliver to the Purchaser a certificate for the
Shares against payment to the Company of the purchase price thereof.
2. The Purchaser hereby represents and warrants to the Company
that it is acquiring the Shares solely for its own account for investment, and
not as a nominee for any other party, and not with a view to the distribution
thereof or with any present intention of selling any thereof. The Purchaser
acknowledges that it has been informed by the Company that the Shares have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), and that the Shares must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is
available. The Purchaser also acknowledges that it is fully aware of the
restrictions on disposing of the Shares resulting from the provisions of the
Securities Act and the General Rules and Regulations of the Securities and
Exchange Commission thereunder (including, without limitation, Rule 144). The
Purchaser hereby confirms and acknowledges that it will not offer, sell or
otherwise dispose of any of the Shares except under circumstances that will not
result in a violation of the Securities Act or any applicable state securities
laws. Further, the Purchaser acknowledges (i) that the purchase of the Shares is
a long term investment and (ii) that the Purchaser must bear the economic risk
of the investment for an indefinite period of time because the Shares have not
been registered under the Securities Act or any state securities laws and that
the Purchaser's financial condition is such that it is not likely that it will
be necessary to dispose of any of the Shares in the foreseeable future.
3. The Purchaser hereby agrees that it will not sell,
transfer, pledge or otherwise dispose of any of the Shares except pursuant to an
effective registration statement under the Securities Act, or upon receipt by
the Company of an opinion of counsel to the Purchaser reasonably satisfactory to
the Company or, if agreed by the Board of Directors of the Company, counsel to
the Company, or a no-action letter from the Securities and Exchange Commission
addressed to the Company, to the effect that no registration statement is
required because of the availability of an exemption from registration under the
Securities Act.
4. The Purchaser has such experience and knowledge in
financial and business matters to be capable of evaluating the merits and risks
of the investment contemplated hereby and has reviewed the merits of such
investment with tax and legal counsel and other advisors to the extent deemed
advisable. The Purchaser has been given the opportunity to ask questions of, and
receive answers from, JAG Media Holdings, Inc. concerning the investment and to
obtain any additional information the Purchaser deemed necessary. The Purchaser
is an "accredited investor" as defined in Rule 501 under the Securities Act.
5. You represent that you have not dealt with any finders,
placement agents or brokers of any kind in connection with this matter, other
than RMC1 Capital Markets, Inc.
6. By acknowledgement of this letter below, the Company hereby
agrees that it will undertake to register the Shares issuable hereunder on a
Registration Statement to be selected by the Company within 90 calendar days of
the date hereof. The Company will enter appropriate stop-transfer orders on any
register or records maintained by or on behalf of the Company with respect to
the Shares to insure that the Shares are not transferred except in accordance
with this letter.
7. The Purchaser is a limited liability company organized
under the laws of the State of Florida.
8. The Company makes no representations or warranties
whatsoever, whether express or implied, hereunder.
Very truly yours,
BAY POINT INVESTMENT PARTNERS LLC
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: Manager
Address: c/o Law Offices of Xxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
ACCEPTED:
JAG MEDIA HOLDINGS, INC.
By: /s/Xxxx Xxxxxxxx
----------------
Name: Xxxx Xxxxxxxx
Title: President & CEO
