EXHIBIT 10.1
SUBSCRIPTION AGREEMENT
Name
of Subscriber ________________________
Onstream
Media Corporation
1291
S.W. 29th Avenue
Pompano
Beach, Florida 33069
Ladies
and Gentlemen:
1.
Subscription
. I
(sometimes referred to herein as the "Investor") hereby subscribe
for and agree to purchase ___ Unit(s) (as defined below) of
Onstream Media Corporation, a Florida corporation (the
"Company”), on the terms and conditions described herein and
in the Term Sheet of the Company and the Exhibits thereto
(collectively, the “Offering Documents”), each dated
April __, 2008, together with all supplements, if any, relating to
this offering. Terms not defined herein are as defined in the
Offering Documents. The purchase price per Unit is $100,000
although the Company reserves the right to sell fractional units.
The Maximum Offering is $1,500,000. There is no minimum
offering.
THE AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS
$___________.
2.
Description of Units
. Each
Unit consists of (i) an interest bearing secured convertible note
in principal amount of $100,000 (the “Notes”), and (ii)
10,000 shares of Company common stock, par value $.001 per share
(“Shares”) (collectively, the Note and Shares are
referred to as a “Unit”).
3.
Purchase
.
(a)
I
hereby tender to the Company cash or a certified check or wire
transfer (information to be provided to me on my request) made
payable to the order of Onstream Media Corporation in the
amount indicated above, an executed copy of this Subscription
Agreement and an executed copy of my Investor Questionnaire.
The wire information is:
Onstream
Media Corporation
ABA#:
________________
AC
#: _________________
Ref:
Subscription Agreement from (indicate name of
subscriber)
(b)
This
offering will continue until the earlier of (a) the sale of 15
Units, or (b) May 15, 2008, unless extended without notice by
the Company for up to two additional 30-day periods (the
“Termination Date”). Prior to the Termination Date
and as there is no minimum offering, payments delivered
herewith will be immediately released to the Company upon
acceptance of the subscription. Upon the earlier of a closing
for my subscription or completion of the offering, I will be
notified promptly by the Company as to whether my subscription
has been accepted by the Company.
4.
Acceptance or Rejection of Subscription
.
(a)
I
understand and agree that the Company reserves the right to
reject this subscription for the Units, in whole or in part,
for any reason and at any time prior to the Closing,
notwithstanding prior receipt by me of notice of acceptance of
my subscription.
(b)
In
the event of the rejection of this subscription, my
subscription payment will be promptly returned to me without
interest or deduction and this Subscription Agreement shall
have no force or effect. In the event my subscription is
accepted and the offering is completed, the funds specified
above shall be released to the Company.
5.
Closing
. The
closing ("Closing") of this offering may occur any time and from
time to time after the Company has received and accepted
subscriptions before the Termination Date. The Units subscribed for
herein shall not be deemed issued to or owned by me until one copy
of this Subscription Agreement has been executed by me and
countersigned by the Company and the Closing with respect to such
Units has occurred.
6.
Disclosure
. Because
this offering is limited to accredited investors as defined in
Section 2(15)
of
the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 501
promulgated
thereunder, in reliance upon the exemption contained in Section
4(2) of the Securities Act and applicable state securities laws,
the Units are being sold without registration under the Securities
Act. I acknowledge receipt of the Offering Documents, including the
Company's Annual Report on Form 10-KSB for the year ended September
30, 2007 and its Quarterly Report on Form 10-QSB for the period
ending December 31, 2007 and all related documents and represent
that I have carefully reviewed and understand the Offering
Documents and its exhibits. I have received all information and
materials regarding the Company that I have requested.
I
fully understand that the investment or Units involve a high
degree of risk. I fully understand the nature of the risks
involved in purchasing the Units and I am qualified by my
knowledge and experience to evaluate investments of this type.
I have carefully considered the potential risks relating to
the Company and purchase of its Units and have, in particular,
reviewed each of the risks set forth in the Offering
Documents. Both my advisors and I have had the opportunity to
ask questions of and receive answers from representatives of
the Company or persons acting on its behalf concerning the
Company and the terms and conditions of a proposed investment
in the Company and my advisors and I have also had the
opportunity to obtain additional information necessary to
verify the accuracy of information furnished about the
Company. Accordingly, I have independently evaluated the risks
of purchasing the Units.
7.
Investor Representations and Warranties
. I
acknowledge, represent and warrant to, and agree with, the Company
as follows:
(a)
I
am aware that my investment involves a high degree of risk as
disclosed in the Offering Documents and have read carefully
the Offering Documents.
(b)
I
acknowledge and am aware that there is no assurance as to the
future performance of the Company.
(c)
I
acknowledge that there may be certain adverse tax consequences
to me in connection with my purchase of Units, and the Company
has advised me to seek the advice of experts in such areas
prior to making this investment.
(d)
I
am purchasing the Units for my own account for investment
purposes and not with a view to or for sale in connection with
the distribution of the Units, the Notes, the Shares, or the
shares of Common Stock issuable upon conversion of the Notes
and in payment of interest, nor with any present intention of
selling or otherwise disposing of all or any part of the
foregoing securities. I agree that I must bear the entire
economic risk of my investment for an indefinite period of
time because, among other reasons, the Units have not been
registered under the Securities Act or under the securities
laws of any state and, therefore, cannot be resold, pledged,
assigned or otherwise disposed of unless they are subsequently
registered under the Securities Act and under applicable
securities laws of certain states or an exemption from such
registration is available. Furthermore, I hereby acknowledge
and agree that I will not, except in compliance with law,
sell, transfer, pledge, encumber, give or otherwise dispose
of, either publicly or privately, the Units, the Notes, the
Shares, or the shares of Common Stock issuable upon conversion
of the Notes and in payment of interest. I hereby authorize
the Company to place a legend denoting the restrictions on the
Units that may be issued to me, as well as the Notes, Shares,
and shares of Common Stock issuable upon conversion of the
Notes and in payment of interest.
(e)
I
recognize that the Units, as an investment, involve a high
degree of risk including, but not limited to, the risk of
economic losses from operations of the Company and the total
loss of my investment. I believe that the investment in the
Units is suitable for me based upon my investment objectives
and financial needs, and I have adequate means for providing
for my current financial needs and contingencies and have no
need for liquidity with respect to my investment in the
Company.
(f)
I
have been given access to full and complete information
regarding the Company and have utilized such access to my
satisfaction for the purpose of obtaining information in
addition to, or verifying information included in, the
Offering Documents and related documents, and I have either
met with or been given reasonable opportunity to meet with
officers of the Company for the purpose of asking questions
of, and receiving answers from, such officers concerning the
terms and conditions of the offering of the Units and the
business and operations of the Company and to obtain any
additional information, to the extent reasonably
available.
(g)
I
have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of
an investme
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