Unassociated Document


     

    EXHIBIT
      10.1

    


    


    SUBSCRIPTION
      AGREEMENT

    


    SUBSCRIPTION
      AGREEMENT (this “Agreement”) made as of the date set forth on the signature page
      hereof between Infosearch Media, Inc., a Delaware corporation (the “Company”)
      and the undersigned (the “Subscriber”).

    


    WITNESSETH:

    


    WHEREAS,
      the Company is offering in a private placement (the “Offering”) 20,000,000
      shares of its common stock (the “Common Stock”) at a price equal to $0.01 per
      share (the “Offering Price”). The shares of Common Stock offered hereby are
      sometimes referred to as the “Securities;” and

    


    WHEREAS,
      the Subscriber desires to purchase that number of Securities set forth on the
      signature page hereof on the terms and conditions hereinafter set
      forth.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual representations
      and
      covenants hereinafter set forth, the parties hereto agree as
      follows:

    


    I.  SUBSCRIPTION
      FOR SECURITIES AND REPRESENTATIONS BY SUBSCRIBER

    


    1.1 Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      irrevocably subscribes for and agrees to purchase from the Company such
      Securities as is set forth upon the signature page hereof and the Company agrees
      to sell such Securities to the Subscriber for said purchase price. The purchase
      price is payable by wire transfer of immediately available funds
      contemporaneously with the execution and delivery of this Agreement by the
      Subscriber. Certificates for the shares of Common Stock will be delivered by
      the
      Company to the Subscriber promptly following the date hereof (the
“Closing”).

    


    1.2 The
      Subscriber recognizes that the purchase of Securities involves a high degree
      of
      risk in that (i) an investment in the Company is highly speculative and only
      investors who can afford the loss of their entire investment should consider
      investing in the Company; (ii) the Subscriber may not be able to liquidate
      its
      investment; (iii) transferability of the Securities is extremely limited; and
      (iv) in the event of a disposition, the Subscriber could sustain the loss of
      its
      entire investment. 

    


    1.3 The
      Subscriber represents that the Subscriber is an “accredited investor” as such
      term is defined in Rule 501 of Regulation D promulgated under the Securities
      Act
      of 1933, as amended, (the “Act”) and that the Subscriber is able to bear the
      economic risk and illiquidity of an investment in the
      Securities.



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1.4 The
      Subscriber hereby acknowledges and represents that (i) the Subscriber has prior
      investment experience, including investment in non-listed and unregistered
      securities, or that the Subscriber has employed the services of an investment
      advisor, attorney and/or accountant to read all of the documents furnished
      or
      made available by the Company both to the Subscriber and to all other
      prospective investors to evaluate the merits and risks of such an investment
      on
      the Subscriber’s behalf; (ii) the Subscriber recognizes the highly speculative
      nature of an investment in the Securities; and (iii) the Subscriber is able
      to
      bear the economic risk and illiquidity which the Subscriber assumes by investing
      in the Securities.

    


    1.5 The
      Subscriber understands that none of the Securities have been registered under
      the Act by reason of a claimed exemption under the provisions of the Act which
      depends, in part, upon the Subscriber’s investment intention. In this
      connection, the Subscriber hereby represents that the Subscriber is purchasing
      the Securities for the Subscriber’s own account for investment and not with a
      view toward the resale or distribution thereof to others. The Subscriber, if
      an
      entity, was not formed for the purpose of purchasing the
      Securities.

    


    1.6 Except
      as
      otherwise set forth herein, the Subscriber understands and hereby acknowledges
      that the Company is under no obligation to register the Securities under the
      Act
      or any state securities or “blue sky” laws other than as set forth in Section V.
      The Subscriber consents that the Company may, if it desires, permit the transfer
      of the Securities out of the Subscriber’s name only when the Subscriber’s
      request for transfer is accompanied by an opinion of counsel reasonably
      satisfactory to the Company that neither the sale nor the proposed transfer
      results in a violation of the Act or any applicable state “blue sky” laws
      (collectively, “Securities Laws”). 

    


    1.7 The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Securities indicating that such Securities have not
      been
      registered under the Act or any state securities or “blue sky” laws and setting
      forth or referring to the restrictions on transferability and sale thereof
      contained in this Agreement. The Subscriber is aware that the Company will
      make
      a notation in its appropriate records and issue “stop transfer” instructions to
      its transfer agent with respect to the restrictions on the transferability
      of
      such Securities.

    


    1.8 The
      Subscriber represents that the Subscriber has full power and authority
      (corporate, statutory and otherwise) to execute and deliver this Agreement
      and
      to purchase the Securities subscribed for hereby. This Agreement constitutes
      the
      legal, valid and binding obligation of the Subscriber, enforceable against
      the
      Subscriber in accordance with its terms.

    


    II. REPRESENTATIONS
      BY THE COMPANY

    


    The
      Company hereby represents and warrants to the Subscriber that:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    2.1 Organization
      and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has full corporate power and lawful
      authority to conduct its business as presently conducted. The Company is duly
      qualified to do business as a foreign corporation and is in good standing in
      each jurisdiction in which the nature of the business presently conducted,
      or as
      proposed to be conducted, by it or the properties owned, leased or operated
      by
      it, makes such qualification or licensing necessary and where the failure to
      be
      so qualified or licensed would have a material adverse effect upon the business,
      prospects or financial condition of the Company.

    


    2.2 Capitalization
      and Voting Rights.
      The
      authorized, issued and outstanding capital stock of the Company is as set forth
      in its most recent SEC Filing (as hereafter defined). All issued and outstanding
      shares of capital stock of the Company are validly issued, fully paid and
      nonassessable. Except as set forth in this Agreement and including approximately
      Three (3) Million stock options issued to employees as retention grants between
      March 31 and May 31, 2008 or in the SEC Filings, there are no outstanding
      options, warrants, agreements, commitments, convertible securities, preemptive
      rights or other rights to subscribe for or to purchase any shares of capital
      stock of the Company nor are there any agreements, promises or commitments
      to
      issue any of the foregoing, or discussions concerning same. Except as set forth
      in the SEC Filings, in this Agreement and as otherwise required by law, there
      are no restrictions upon the voting or transfer of the Securities pursuant
      to
      the Company's Certificate of Incorporation, as amended, (the “Certificate of
      Incorporation”), By-laws or other governing documents or any agreement or other
      instruments to which the Company is a party or by which the Company is bound;
      provided, however, that the Securities will be subject to restrictions on
      transfer and Securities Laws as provided herein. For purposes of this Agreement
      the term “SEC Filings” means, collectively, the Company's most recent Annual
      Report on Form 10-K for the fiscal year ended December 31, 2007 and all other
      reports filed by the Company with the SEC pursuant to the Exchange Act since
      the
      filing of such Annual Report on Form 10-K and prior to the date
      hereof.

    


    2.3 Authorization;
      Enforceability.
      The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the authorization, execution, delivery and performance of this Agreement by
      the
      Company, the authorization, sale, issuance and delivery of the Securities and
      the performance of the Company's obligations hereunder has been taken. This
      Agreement has been duly executed and delivered by the Company and constitutes
      a
      legal, valid and binding obligation of the Company, enforceable against the
      Company in accordance with its terms, subject to laws of general application
      relating to bankruptcy, insolvency and the relief of debtors and rules of law
      governing specific performance, injunctive relief or other equitable remedies,
      and to limitations of public policy. The Securities have been duly and validly
      authorized and, upon the issuance and delivery thereof and payment therefor
      as
      contemplated by this Agreement, will be free and clear of liens (other than
      any
      liens created by or imposed on the holders thereof through no action of the
      Company), duly and validly authorized and issued, fully paid and nonassessable.
      The issuance and sale of the Securities contemplated hereby will not give rise
      to any preemptive rights or rights of first refusal on behalf of any
      person.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              2.4

            	
              No
                Conflict; Governmental
                Consents.

            


    

    


    (a) The
      execution and delivery by the Company of this Agreement, the consummation of
      the
      transactions contemplated hereby and the offer and sale of the Securities will
      not result in the violation of any law, statute, rule, regulation, order, writ,
      injunction, judgment or decree of any court or governmental authority to or
      by
      which the Company is bound, or of any provision of the Certificate of
      Incorporation or By-laws of the Company, and will not conflict with, or result
      in a breach or violation of, any of the terms or provisions of, or constitute
      (with due notice or lapse of time or both) a default under, any lease, loan
      agreement, mortgage, security agreement, trust indenture or other agreement
      or
      instrument to which the Company is a party or by which it is bound or to which
      any of its properties or assets is subject, nor result in the creation or
      imposition of any lien upon any of the properties or assets of the
      Company.

    


    (b) No
      consent, waiver, approval, authorization or other order of any governmental
      authority or other third-party is required to be obtained by the Company in
      connection with the authorization, execution and delivery of this Agreement
      or
      with the authorization, issuance and sale of the Securities, except for such
      consents, waivers, approvals, authorizations, orders or filings as may be
      required to be obtained or made, and which shall have been obtained or made
      at
      or prior to the required time.

    


    III. TERMS
      OF SUBSCRIPTION

    


    3.1 The
      Offering is for 20,000,000 shares of Common Stock. 

    


    3.2 The
      purchase price is payable by wire transfer of immediately available funds as
      provided in Section 1.1.

    


    IV. REGISTRATION
      RIGHTS; INDEMNIFICATION.

    


    4.1 Following
      Closing, the Company shall execute and deliver to Subscriber a registration
      rights agreement, in customary form and reasonably satisfactory to Subscriber,
      granting Subscriber customary demand and piggy-back registration rights as
      given
      to investors in offerings equivalent to the Offering.

    


    4.2 The
      Company shall indemnify, save and hold harmless the Subscriber and the
      Securities from and against any and all liability, loss, cost, damage,
      reasonable attorneys' and accountants' fees and expenses, court costs and all
      other out of pocket expenses reasonably incurred by Subscriber in connection
      with (a) the breach of any representation, warranty, covenant or agreement
      of
      the Company made in this Agreement, or (b) interpreting, preserving, exercising
      and/or enforcing any of the terms hereof.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    V. MISCELLANEOUS

    


    5.1 This
      Agreement shall not be changed, modified or amended except by a writing signed
      by the parties to be charged, and this Agreement may not be discharged except
      by
      performance in accordance with its terms or by a writing signed by the party
      to
      be charged.

    


    5.2 Notwithstanding
      the place where this Agreement may be executed by any of the parties hereto,
      the
      parties expressly agree that all the terms and provisions hereof shall be
      construed in accordance with and governed by the laws of the State of Delaware
      without regard to principles of conflicts of law.

    


    5.3 The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect. If any provision of
      this
      Agreement shall be declared by a court of competent jurisdiction to be invalid,
      illegal or incapable of being enforced in whole or in part, such provision
      shall
      be interpreted so as to remain enforceable to the maximum extent permissible
      consistent with applicable law and the remaining conditions and provisions
      or
      portions thereof shall nevertheless remain in full force and effect and
      enforceable to the extent they are valid, legal and enforceable, and no
      provisions shall be deemed dependent upon any other covenant or provision unless
      so expressed herein.

    


    5.4 It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

    


    5.5 The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

    


    5.6 This
      Agreement may be executed in two or more counterparts each of which shall be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument. 

    


    


    [SIGNATURE
      PAGES FOLLOW]



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              SIGNATURE
                PAGE 

            	
              Date
                Signed: June 6, 2008

            
	 	 	 
	 	 	 
	
              Number
                of shares:

            	 	
              20,000,000

            
	 	 	 
	
              Multiplied
                by Offering Price per share: 

            	
              x 

            	
              $0.01

            
	 	 	 
	
              Equals
                subscription amount: 

            	
              =

            	
              $200,000

            


    

     

    


    
      	
              /s/
                Robert Ellin

            	 	 
	
              Signature

            	 	
              Second
                Signature (if purchasing jointly)

            
	 	 	 
	
              Robert
                Ellin

            	 	 
	
              Printed
                Name

            	 	
              Printed
                Second Name

            
	 	 	 
	
              Trinad
                Capital Master Fund Ltd

            	 	 
	
              Entity
                Name

            	 	
              Entity
                Name

            
	 	 	 
	
              2121
                Ave of the Stars, Ste 2550

            	 	 
	
              Address

            	 	
              Address

            
	 	 	 
	
              Los
                Angeles, CA 90067

            	 	 
	
              City,
                State and Zip Code

            	 	
              City,
                State and Zip Code

            
	 	 	 
	
              (310)
                601-2500

            	 	 
	
              Telephone-Business

            	 	
              Telephone--Business

            
	 	 	 
	 
	 	 
	
              Facsimile-Business

            	 	
              Facsimile--Business

            
	 	 	 
	
              98-044
                7604

            	 	 
	
              Tax
                ID # or Social Security # 

            	 	
              Tax
                ID # or Social Security #

            
	 	 	 
	
              Name
                in which securities should be issued:

            	 	
              Trinad
                Capital Master Fund Ltd

            


    

    


    
      
        

      



    This
      Subscription Agreement is agreed to and accepted as of June 6,
      2008.

    


    
      	 	
              INFOSEARCH
                MEDIA, INC.

            
	 	 
	 	
              By:

            
	 	 
	 	
              /s/
                George Lichter

            
	 	
              Name:
                George Lichter

            
	 	
              Title:
                President & CEO