EXHIBIT 10.1
REGULATION S SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made as of the 31st day of January, 1997, by and between
Princeton Media Group, Inc., an Ontario, Canada corporation with its principal
office at 000 Xxxxxxxxx Xxx., Xxxxx 000, Xxxx Xxxxx, XX 00000 (the "Company")
and Xxxxxx X. Xxxxxxxx, an individual residing in Xxxxxxx, Xxxxxxx, Xxxxxx
("Xxxxxxxx").
WITNESSETH:
WHEREAS, Xxxxxxxx desires to acquire shares of Common Stock of the
Company (each such share of stock hereinafter referred to as a "Share" and all
such shares being acquired hereinafter referred to collectively as the
"Shares") from the Company in accordance with a Settlement Agreement and
Release dated January 31, 1997 between the parties; and
WHEREAS, it is intended by the parties the issuance of the Shares be
consummated in accordance with the requirements set forth by Regulation S
promulgated under the Securities Act of 1933, as amended to date.
NOW, THEREFORE, in consideration of the covenants, mutual promises
contained herein and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF XXXXXXXX
Xxxxxxxx hereby represents and warrants to the Company that:
1.1 Xxxxxxxx understands and agrees that the Shares acquired pursuant
to this Agreement have not been registered under the United States Securities
Act of 1933, as amended (the "1933 Act") and are being issued in reliance upon
an exemption from registration afforded by Regulation S promulgated under the
1933 Act; and that the Shares have not been registered with any state
securities commission or authority. Xxxxxxxx further understands that pursuant
to the requirements of Regulation S the Shares acquired herein may not be
transferred, sold, or otherwise exchanged prior to the expiration of forty (40)
days from issuance.
1.2 Xxxxxxxx is not a "U.S. Person" within the meaning of Regulation S.
1.3 Xxxxxxxx acknowledges that he has been afforded access to all
material information and publicly-filed documents concerning the Company and
has received responses to all questions specifically posed to the Company
relevant to Xxxxxxxx'x decision to acquire the Shares. Without limiting the
foregoing, Xxxxxxxx has had adequate opportunity to ask questions of, and to
have agents ask questions of and receive answers from, responsible officers of
the Company and to conduct any other investigation he deems necessary and
appropriate concerning acquisition of the Shares. Except as set forth herein,
the Company has made no representations or warranties to Xxxxxxxx which have
induced, persuaded or stimulated Xxxxxxxx to acquire the Shares hereunder.
1.4 Xxxxxxxx acknowledges that the Company is relying upon the
representations made herein in issuing the Shares hereunder without
registration and in reliance upon Regulation S promulgated under the 1933 Act.
1.5 Xxxxxxxx agrees and acknowledges that the Shares have not been
registered under the 1933 Act and may not be offered or sold in the United
States or to any U.S. Person as defined in Regulation S, unless the Shares are
registered under the 1933 Act, or an exemption from the registration
requirements of the 1933 Act is available.
1.6 Xxxxxxxx is acquiring the Shares for his own account and not for
the account or benefit of a U.S. Person as defined in Regulation S.
2. MISCELLANEOUS
2.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida.
2.2 This Agreement may be executed in two counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
2.3 The warranties and representations of Xxxxxxxx contained in or made
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the issuance of Shares hereunder. Xxxxxxxx shall indemnify and
hold harmless the Company for and from any and all losses, claims, and damages
incurred by the Company as a result or in connection with any misrepresentation
by Xxxxxxxx in connection with this transaction.
2.4 Except as herein provided, any provision of this Agreement may be
amended or waived only by a written instrument signed by the parties hereto.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals as of the date and year first written above.
Witness: Princeton Media Group, Inc.
/s/ By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Chief
Financial Officer
Witness:
/s/ /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
