SUBSCRIPTION AGREEMENT
0000
Xxxxxxx Xxxxxx
Xxx
Xxxxx, Xxxxxx 00000
Gentlemen:
The
undersigned understands that Players Network, a Nevada corporation (the
"Company"), is offering for sale shares of its common stock, par value $.001
per
share ("Shares"), pursuant to a private placement memorandum (the "Memorandum")
furnished with this Agreement, all as more particularly described and set forth
in the Memorandum. The undersigned further understands that the offering is
being made without registration of the Shares under the Securities Act of 1933,
as amended (the "Securities Act"). Unless otherwise indicated, undefined
capitalized terms used herein shall have the meanings set forth in the
Memorandum.
1. Subscription.
Subject
to the terms and conditions hereof and the provisions of the Memorandum, the
undersigned hereby irrevocably subscribes for 750,000 Shares at a price of
$.20
per Share, which is payable as described in Section 3 hereof. The minimum
number of Shares is -0-; provided, however, that the Company reserves the right
to accept subscriptions for less than this number.
2. Acceptance
of Subscription and Issuance of the Share.
It is
understood and agreed that the Company shall have the right to accept or reject
this subscription in its sole discretion. Notwithstanding anything in this
Agreement to the contrary, the Company shall have no obligation to issue any
Shares to any person who is a resident of a jurisdiction in which the issuance
of Shares to him would constitute a violation of the securities, "blue sky"
or
other similar laws of such jurisdiction (collectively referred to as the "State
Securities laws").
3. Payment
for the Shares.
Upon
execution of this Agreement by a duly authorized officer of the Company, the
Company shall deliver certificates representing the Shares purchased to the
undersigned, upon receipt from the undersigned of the amount payable by bank
or
certified check for the Shares to be purchased.
4. Representations
and Warranties of the Company.
The
Company represents and warrants that:
(a) the
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and has the requisite corporate power
and
authority to execute and deliver this Agreement and to perform its obligations
hereunder;
(b) the
execution, delivery and performance of this Agreement, and the execution,
issuance, sale and delivery of the certificate representing the Shares have
been
duly authorized by all necessary corporate action on the part of the Company;
and
(c) the
Shares, when issued against delivery of the requisite consideration therefor,
will be legally and validly issued, fully paid and non-assessable.
5. Representations
and Warranties of the Undersigned.
The
undersigned hereby represents and warrants to the Company and to each officer,
director, controlling person and agent of the Company that:
(a) General:
(i) The
undersigned has all requisite authority to enter into this Agreement and to
perform all the obligations required to be performed by the undersigned
hereunder.
(ii) Neither
the Company nor any person acting on behalf of the Company has offered or sold
any Shares to the undersigned by means of any form of general solicitation
or
general advertising. The undersigned has not received, paid or given, directly
or indirectly, any commission or remuneration for or on account of any sale,
or
the solicitation of any sale, of any Shares.
(iii) The
undersigned has received no representations from the Company or from employees
or agents of the Company other than those contained herein. In the decision
to
invest in the Shares, the undersigned has relied solely upon a review of the
reports of the Company on file with the Securities Exchange Commission (the
"Commission") and on the answers to such questions raised by the undersigned
concerning the transaction.
(b) Information
Concerning the Company:
(i) The
undersigned is familiar with the business and financial condition, properties,
operations and prospects of the Company.
(ii) The
undersigned has been given full access to all material information concerning
the condition, properties, operations and prospects of the Company. Among other
things, the undersigned has received and examined the Memorandum, the Company's
Annual Report on Form 10-KSB for the Company's last fiscal year and all
Quarterly Reports on Form 10-QSB subsequent to the end of such fiscal year.
The
undersigned has had an opportunity to ask questions of, and to receive
information from, the Company and persons acting on its behalf concerning the
terms and conditions of the undersigned's investment in the Shares, and to
obtain any additional information necessary to verify the accuracy of the
information and data received by the undersigned. The undersigned is satisfied
that there is no material information concerning the condition, properties,
operations and prospects of the Company, of which the undersigned is
unaware.
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(iii) The
undersigned has made such independent investigation of the Company, its
management and related matters as the undersigned deemed to be necessary or
advisable in connection with this investment; and the undersigned has received
all information and data that the undersigned believes to be necessary in order
to reach an informed decision as to the advisability of investing in the
Shares.
(iv) The
undersigned understands that the purchase of the Shares involves various risks,
including those outlined in the Memorandum. Among other risks, the undersigned
understands that the Shares are not freely tradable and that no dividends are
likely to be paid on the Shares at any time in the near future.
(c) Status
of Undersigned:
(i) The
undersigned has such knowledge, skill and experience in business, financial
and
investment matters so that he is capable of evaluating the merits and risks
of
an investment in the Shares. To the extent necessary, the undersigned has
retained at his own expense, and relied upon, appropriate professional advice
regarding the investment, tax and legal merits and consequences of this
Agreement and owning the Shares.
(ii) The
undersigned represents that he has reviewed his financial condition and
commitments and that, based on such review, the undersigned is satisfied that
he
(A) has adequate means of providing for his financial needs and possible
contingencies, (B) has no present or contemplated future need to dispose of
all or any of the Shares to satisfy any existing or contemplated undertaking,
need or indebtedness, (C) is capable of bearing the economic risk of the
investment in the Shares for the indefinite future, and (D) has assets or
sources of income which, taken together, are more than sufficient so that the
undersigned could bear the risk of loss of his entire investment in the Shares.
The undersigned agrees to furnish any additional information requested to assure
compliance with applicable federal and state securities laws in connection
with
the purchase and sale of the Shares.
(d) Restrictions
on Transfer or Sale of Common Stock:
(i) The
undersigned is acquiring the Shares solely for his own beneficial account,
for
investment purposes, and not with a view to, or for resale in connection with,
any distribution of such Shares. The undersigned understands that the Shares
have not been registered under the Securities Act or any State Securities Laws
because of exemptions provided for by Section 4(2) of the Securities Act, Rules
505 and 506 of Regulation D under the Securities Act, and limited offering
exemptions under the State Securities Laws of each jurisdiction in which the
Shares will be offered. Certain of the foregoing exemptions depend in part
upon
the investment intent of the undersigned and of the other representations made
by the undersigned in this Agreement. The undersigned understands that the
Company is relying upon the representations and agreements contained in this
Agreement (and any supplemental information) for the purpose of determining
whether this transaction meets the requirements for such
exemptions.
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(ii) The
undersigned understands that the Shares are "restricted" under applicable
federal securities laws and that the Securities Act and the rules of the
Commission provide in substance that the undersigned may dispose of the Shares
only pursuant to an effective registration statement under the Securities Act
or
an exemption therefrom (such as pursuant to Rule 144 under the Securities
Act),and the undersigned will carry (Piggy Back rights) and be included in
any
and all registrations prior to Rule 144, and the undersigned understands that
the Company has no obligation or intention to register the Shares thereunder,
or
to take action so as to permit sales pursuant to the Securities Act (including
Rule 144 thereunder). Accordingly, the undersigned understands that under the
Commission's rules, the undersigned may dispose of the Shares principally only
in "private placements" which are exempt from registration under the Securities
Act, in which event the transferee will acquire "restricted securities" subject
to the same limitations as in the hands of the undersigned. As a consequence,
the undersigned understands that he must bear the economic risks of the
investment in the Shares for an indefinite period of time.
(iii) The
undersigned agrees: (A) that he will not sell, assign, pledge, give,
transfer or otherwise dispose of the Shares or any interest therein, or make
any
offer or attempt to do any of the foregoing, except pursuant to a registration
of the Shares under the Securities Act and all applicable State Securities
Laws
or in a transaction which, in the written opinion of counsel for the undersigned
satisfactory to the Company (which requirement may be waived by the Company
upon
advice of counsel), is exempt from the registration provisions of the Securities
Act and all applicable State Securities Laws; (B) that the certificate for
the Shares will bear a legend making reference to the foregoing restrictions;
and (C) that the Company and any transfer agent for the Shares shall not be
required to give effect to any purported transfer of the Shares except upon
compliance with the foregoing restrictions.
(iv) The
undersigned has not offered or sold any portion of his Shares and has no present
intention of reselling or otherwise disposing of any portion of his Shares
either currently or after the passage of a fixed or determinable period of
time
or upon the occurrence or nonoccurrence of any predetermined event or
circumstance.
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6. Waiver,
Amendment.
Neither
this Agreement nor any provisions hereof shall be modified, changed, discharged
or terminated except by an instrument in writing signed by the party against
whom any waiver, change, discharge or termination is sought.
7. Assignability.
Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by either the Company or the undersigned
without the prior written consent of the other party.
8. Applicable
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE
STATE OF NEVADA, REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES
OF
CONFLICTS OF LAW.
9. Section
and Other Headings.
The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
10. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed and delivered shall be deemed to be an original and all of which
together shall be deemed to be one and the same agreement.
11. Notices.
All
notices and other communications provided for herein shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
registered or certified mail, return receipt requested, postage
prepaid:
(a) If
to the
Company, to it at the following address:
0000
Xxxxxxx Xxxxxx
Xxx
Xxxxx, Xxxxxx 00000
Attention:
President
(b) If
to the
undersigned, to him at the address set forth on the signature page hereto;
or at
such other address as either party shall have specified by notice in writing
to
the other.
12. Binding
Effect.
The
provisions of this Agreement shall be binding upon and accrue to the benefit
of
the parties hereto and their respective heirs, legal representatives, successors
and assigns.
13. Indemnification.
The
undersigned acknowledges that he understands the meaning and legal consequences
of the representations, warranties, and covenants set forth in Section 5
hereof and that the Company has relied and will rely upon such representations,
warranties and covenants. Therefore, he hereby agrees to indemnify and hold
harmless the Company and the officers, directors, controlling persons and agents
of the Company from and against any and all loss, claim, damage, liability
or
expense, and any action in respect thereof, joint or several, to which any
such
person may become subject, due to or arising out a breach of any such
representation, warranty, or covenant, together with all reasonable costs and
expenses (including attorneys' fees) incurred by any such person in connection
with any action, suit, proceeding, demand, assessment, or judgment incident
to
any of the matters so indemnified against. Notwithstanding the foregoing,
however, no representation, warranty, acknowledgment, or agreement made herein
by the undersigned shall in any manner be deemed to constitute a waiver of
any
rights granted to him under federal or state securities laws.
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14. Survival.
All
representations, warranties and covenants contained in this Agreement and the
indemnification contained in Section 13 shall survive (i) the
acceptance of the subscription by the Company and (ii) the death or
disability of the undersigned.
15. Notification
of Changes.
The
undersigned hereby covenants and agrees to notify the Company upon the
occurrence of any event prior to the closing of the purchase of the Shares
pursuant to this Agreement that would cause any representation, warranty, or
covenant of the undersigned contained in this Agreement to be false or
incorrect.
IN
WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement
this 10th day of October, 2007.
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/s/
Xxxxxxx Xxxx Xxxxx
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Signature
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Xxxxxxx
Xxxx Xxxxx
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Print
Name
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0000
Xxxxxxx Xxxxxxx Xxx
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Number
and Street
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Las
Vegas, NV 89129
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City,
State and Zip
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SS#
or Tax ID
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Accepted
as of
October
11, 2007
By
/s/
Xxxx
Xxxxxxx
Xxxx
Xxxxxxx, President
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