SUBSCRIPTION
AGREEMENT
This
Subscription Agreement dated as of July ___, 2007 (the “Agreement”)
is
entered into by and among Mediavest, Inc., a New Jersey corporation (the
“Company”),
and
the individuals and/or entities listed on Exhibit A
hereto
(the “Purchasers”).
BACKGROUND
WHEREAS,
the Company is offering in a private placement to “accredited investors” (as
such term in defined in Regulation D (“Regulation
D”)
promulgated under the Securities Act of 1933, as amended (the “Securities
Act”))
5,000,000 shares of common stock, $0.0001 par value per share, of the Company
(the “Common
Stock”)
at a
purchase price of $0.50 per share (the “Offering”);
WHEREAS,
the Purchasers desire to purchase that number of shares of Common Stock set
forth on the signature page hereof on the terms and conditions hereinafter
set
forth and on the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises and the mutual representations
and
covenants hereinafter set forth, the parties hereto agree as
follows:
1. Authorization
and Sale of Shares.
1.1 Authorization.
The
Company has duly authorized the sale and issuance, pursuant to the terms of
this
Agreement, 5,000,000 shares of its Common Stock.
1.2 Sale
of Shares; Subscription for Shares.
Subject
to the terms and conditions of this Agreement, at the Closing, the Company
will
sell and issue to the Purchasers, and the Purchasers will purchase the number
of
shares of Common Stock set forth opposite such Purchasers’ name on Exhibit A
for the
purchase price of $0.50 per share. The shares of Common Stock being sold under
this Agreement are sometimes hereinafter collectively referred to as the
“Securities.”
2. The
Closing.
The
closing shall occur on the date hereof (the “Closing,”
and
the date on which the Closing occurs, the “Closing
Date”).
Promptly
following the Closing, the Company shall deliver to each Purchaser a certificate
for the number of shares of Common Stock being purchased by such Purchaser,
registered in the name of such Purchaser, against payment to the Company of
the
purchase price therefor by check or wire transfer, as specified in Exhibit
A
Each
Purchaser hereby authorizes and directs the Company to deliver the Securities
to
be issued to such Purchaser pursuant to this Agreement directly to the
residential or business address indicated on the signature page
hereto.
3. Representations
of the Purchasers.
Each
Purchaser hereby, severally and not jointly, represents and warrants to the
Company as follows:
(a) The
Purchaser has received and carefully reviewed such information and documentation
relating to the Company that the Purchaser has requested, including without
limitation, the Company’s filings with the United States Securities and Exchange
Commission (the “Commission”).
(b) The
Purchaser has had a reasonable opportunity to ask questions of and receive
answers from the Company concerning the Company and the Offering, and all such
questions, if any, have been answered to the full satisfaction of the
Purchaser.
(c) The
Purchaser understands that the Company has determined that the exemption from
the registration provisions of the Securities Act provided by Regulation D
is
applicable to the offer and sale of the Securities, based, in part, upon the
representations, warranties and agreements made by the Purchaser
herein.
(d) Except
as
set forth herein, no representations or warranties have been made to the
Purchaser by the Company or any agent, employee or affiliate of the Company
and
in entering into this transaction, the Purchaser is not relying upon any
information other than the results of independent investigation by the
Purchaser.
(e) The
Purchaser has full power and authority to execute and deliver this Agreement
and
to perform the obligations of the Purchaser hereunder and this Agreement is
a
legally binding obligation of the Purchaser in accordance with its
terms.
(i) The
Purchaser understands and acknowledges that: (A) the Securities acquired
pursuant to this Agreement have not been registered under the Securities Act
and
are being sold in reliance upon an exemption from registration afforded by
Regulation D; and that such Securities have not been registered with any
state securities commission or authority; (B) pursuant to the requirements
of
Regulation D, the 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 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
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 Securities.
(iii) The
Purchaser is purchasing the Securities for his, her or its own account for
investment only and has no intention of selling or distributing the Securities
and no other person has any interest in or participation in the Securities
or
any right, option, security interest, pledge or other interest in or to the
Securities. The Purchaser recognizes that an investment in the Securities
involves a high degree of risk, including a risk of total loss of the Purchaser.
The Purchaser understands, acknowledges and agrees that it must bear the
economic risk of its investment in the 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 Securities
and the 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 Securities, 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
Purchaser acknowledges that the 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.
(g) Neither
the Purchaser, nor
any
affiliate of the Purchaser or any person acting on his, her or its behalf,
has
recently sold shares of unregistered Common Stock of the Company.
4. Miscellaneous.
4.1 Successors
and Assigns.
This
Agreement and any rights and obligations hereunder may not be transferred or
assigned by a Purchaser without the prior written consent of the Company. This
Agreement shall inure to the benefit of, and be binding upon the Company and
the
Purchasers and their respective heirs, legal representatives and permitted
assigns.
4.2 Survival.
All
representations and warranties and all covenants, agreements and obligations
made by the Company or the Purchasers in this Agreement, or in any instrument
or
document furnished in connection with this Agreement or the transactions
contemplated hereby, shall survive the Closing and any investigation at any
time
made.
4.3 Entire
Agreement.
This
Agreement embodies the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings relating to such subject matter.
4.4 Amendments
and Waivers.
Except
as otherwise expressly set forth in this Agreement, any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with the written consent of the Company and the Purchasers.
No
waivers of or exceptions to any term, condition or provision of this Agreement,
in any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision.
4.5 Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which shall be one and the same document.
4.6 Section
Headings.
The
section headings are for the convenience of the parties and in no way alter,
modify, amend, limit, or restrict the contractual obligations of the parties.
4.7 Severability.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.
4.8 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New Jersey.
[signature
page to follow]
| SIGNATURE
PAGE |
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Date
Signed: _________ , 2007
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| Number of
Shares: |
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4,500,000
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| Multiplied by Offering
Price Per Share: |
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x
$0.50
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| Equals
Amount: |
=
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$2,250,000.00 |
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| Signature |
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Second Signature |
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(if purchasing jointly) |
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| Printed Name |
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Printed Second Name |
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| Entity Name |
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Entity Name |
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| Address |
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Address |
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| City, State and Zip Code |
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City, State and Zip Code |
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| Telephone-Business |
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Telephone-Business |
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| Facsimile-Business |
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Facsimile-Business |
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| Tax ID # or Social Security
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Tax ID # or Social Security
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| Name
in which securities should be issued: |
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| SIGNATURE
PAGE |
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Date
Signed: _________ , 2007
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| Number of
Shares: |
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500,000
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| Multiplied by
Offering
Price Per Share: |
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| Equals
Amount: |
=
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$250,000.00 |
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| Signature |
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Second Signature |
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(if purchasing jointly) |
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| Printed Name |
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Printed Second Name |
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| Entity Name |
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Entity Name |
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| Address |
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Address |
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| City, State and Zip Code |
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City, State and Zip Code |
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| Telephone-Business |
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Telephone-Business |
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| Facsimile-Business |
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Facsimile-Business |
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| Tax ID # or Social Security
#
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Tax ID # or Social Security
#
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| Name
in which securities should be issued: |
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This
Subscription Agreement is agreed to and accepted as of ________ ,
2007.
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MEDIAVEST,
INC. |
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By: |
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Name:
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Title: |
EXHIBIT
A
Purchaser
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Name
and Address
of
Purchaser
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No.
of Shares
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Aggregate
Purchase
Price
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$
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$
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$
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$
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TOTALS:
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$
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