SHARED SERVICES AND REIMBURSEMENT AGREEMENT Dated as of February 15, 2011Shared Services and Reimbursement Agreement • October 7th, 2011 • Function (X) Inc. • Services-computer programming, data processing, etc. • New York
The parties to this Shared Services and Reimbursement Agreement are Circle Entertainment Inc., a Delaware corporation (“Circle”) and Function (X) Inc., a Delaware corporation (“Function (X)”). Circle and Function (X) are sometimes referred to collectively hereinafter as the “parties” or individually as a “party.”
Gateway Industries, Inc. New York, NY SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2011 • Function (X) Inc. • Services-computer programming, data processing, etc. • New York
Gateway Industries, Inc., a Delaware corporation (the “Company”), is hereby privately offering (the “Offering”) 13,232,597 shares of common stock, $0.01 par value per share, of the Company (the “Shares”) at a purchase price of $10,000,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act. Upon completion of this Offering, the undersigned will own approximately 9.8% of the Company. This subscription agreement and the Purchase Price will be deposited in an escrow account at Kramer Levin Naftalis & Frankel LLP, to be released upon the satisfaction of the conditions of the Offering.
