Unassociated Document


    Exhibit
      10.1

     

    GEN2MEDIA
      CORPORATION

    


    SUBSCRIPTION
      AGREEMENT

    AND
      INVESTOR SUITABILITY REPRESENTATION

    


    


    Gen2Media
      Corporation

    Xxxxxxxxxx
      (address)

    Xxxxxxxxxxx

    xxxxxxxxxxxx

    


    Gentlemen:

    


    The
      undersigned hereby offers to
      subscribe for shares of common stock (the "Shares" of "Common Stock") of
      Gen2Media Corporation (the “Company”) at a subscription price of $0.10 per
      Share.

    


    
      	
              1.  

            	
              Subscription.

            


    

    


    Subject
      to the terms and conditions hereinafter set forth in this Subscription
      Agreement, the undersigned hereby offers to purchase__________ Shares at $0.10
      per Share, for an aggregate subscription amount of
      $___________________.  A check in the amount of $____________________
      payable to the order of E360, LLC (The Subsidiary of the Company) is delivered
      herewith.

    


    
      	
              2.  

            	
              Conditions
                to Subscription.

            


    

    


    I
      understand that the Company has the right to accept or reject this Offer, in
      whole or part, for any reason whatsoever; and I agree to comply with the terms
      of this Subscription Agreement and to execute and deliver any and all further
      documents requested by the Company.

    


    I
      understand that this subscription is not effective until the Company accepts
      it
      by countersigning this Subscription Agreement by an authorized
      officer.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              3.  

            	
              Representations
                and Warranties.

            


    

    


    In
      order
      to induce the Company to accept this Offer, I hereby warrant and represent
      as
      follows:

    


    A.           I
      have sufficient liquid assets to sustain a loss of my entire investment in
      the
      Company.

    


    B.  (check
      one)

    


    (     )                      I
      am (i) an Accredited Investor as the term is defined in Regulation D promulgated
      under the Securities Act of 1933, as amended (the “Act”).  In general,
      an “Accredited Investor” is deemed to be an institution with assets in excess of
      $5,000,000 or individual with net worth in excess of $1,000,000 or annual income
      exceeding $200,000 or $300,000 jointly with their spouse.

    


    Or

    


    (      )                      I
      am a sophisticated investor that is capable of understanding the nature of
      this
      investment, and the risks inherent in making such an investment, and I am
      capable of sustaining the loss of my entire investment.

    


    C.  I
      have
      reviewed the Company's Private Placement Memorandum dated May 15, 2005 (the
      "Memorandum").  The Company has not made any other representations or
      warranties to me with respect to the Company except as contained in the
      Memorandum.

    


    D.  I
      have
      not authorized any person or institution to act as my Purchaser Representative
      (as that term is defined in Regulation D of the General Rules and Regulations
      under the Act) in this transaction.  I represent that I have such
      knowledge and experience in financial, investment and business matters that
      I am
      capable of evaluating the merits and risks of the prospective investment in
      the
      Common Stock.  I have consulted with such independent legal counsel or
      other advisers as I have deemed appropriate to assist me in evaluating my
      proposed investment in the Company.

    


    E.  I
      represent that (i) I have adequate means of providing for my current financial
      needs and possible personal contingencies, and have no need for liquidity in
      the
      Common Stock; (ii) I can afford to hold the Common Stock for an indefinite
      period of time and can sustain a complete loss of the entire amount of the
      subscription; and (iii) I have not made an overall commitment to investments
      which are not readily marketable which is disproportionate so as to cause such
      overall commitment to become excessive.

    


    F.  I
      have
      been afforded the opportunity to ask questions of, and receive answers from
      the
      officers and/or directors of the Company acting on its behalf concerning the
      terms and conditions of this transaction and to obtain any additional
      information, to the extent that the Company possesses such information or can
      acquire it without unreasonable effort or expense, necessary to verify the
      accuracy of the information furnished; and I have availed myself of such
      opportunity to the extent I considers appropriate in order to permit me to
      evaluate the merits and risks of an investment in the Company.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    G.  I
      understand that the Company has not registered the Shares of Common Stock under
      the Act in reliance on an exemption for transactions by an issuer not involving
      a public offering.

    


    H.  I
      understand that this offering has not been passed upon or the merits thereof
      endorsed or approved by any state or federal authorities.

    


    I.  I
      am
      acquiring the Shares of Common Stock solely for my own account for personal
      investment and not with a view to any distribution, or for resale.  I
      further represent that no other person has a beneficial interest in the
      Securities subscribed for, and that no other person has furnished or will
      furnish directly or indirectly, any part of or guarantee the payment of any
      part
      of the consideration to be paid to the Company.  I do not intend to
      dispose of all or any part of the Securities except in compliance with the
      provisions of the Act and applicable state securities laws and I understand
      that
      the Securities are being offered pursuant to a specific exemption under the
      provisions of the Act, which exemption(s) depend, among other things, upon
      the
      compliance with the provisions of the Act.

    


    J.  I
      represent and agree that I will not sell, transfer, pledge or otherwise dispose
      of or encumber the Shares of Common Stock except pursuant to the applicable
      rules and regulations under the Act or applicable state securities laws, and
      prior to any such sale, transfer, pledge, disposition or encumbrance, I will,
      upon request, furnish the Company and its transfer agent with an opinion of
      counsel satisfactory to the Company in form and substance that registration
      under the Act and any applicable state securities laws is not
      required.

    


    K.  I
      understand, agree and consent that the Company insert the following or similar
      legend on the face of the certificates representing the Shares:

    


    "These
      securities have not been registered under the Securities Act of 1933, as amended
      (the “Act”), or any state securities laws and may not be sold or otherwise
      transferred or disposed of except pursuant to an effective registration
      statement under the Act and any applicable state securities laws, or an opinion
      of counsel satisfactory to counsel to the Company that an exemption from
      registration under the act and any applicable state securities laws is
      available.”

    


    L           I
      certify that each of the foregoing representations and warranties set forth
      in
      subsections (A) through (K) inclusive of this Section 3 are true as of the
      date
      hereof.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              4.  

            	
              Indemnification.

            


    

    


    I
      understand that the Securities are being offered without registration under
      the
      Act and in reliance upon the exemption for transactions by an issuer not
      involving any public offering; that the availability of such exemptions is,
      in
      part, dependent upon the truthfulness and accuracy of my representations in
      this
      agreement; that the Company will rely on such representations in accepting
      any
      subscriptions for the Securities and that the Company may take such
      steps as it considers reasonable to verify the accuracy and truthfulness of
      such representations in advance of accepting or rejecting my
      subscription.  I agree to indemnify and hold harmless the Company
      against any damage, loss, expense or cost, including reasonable attorneys’ fees,
      sustained as a result of any misstatement or omission on my part.

    


    
      	
              5.  

            	
              Revocation.

            


    

    


    I
      agree
      that I will not cancel, terminate or revoke this Subscription Agreement or
      any
      agreement made herein, and that this Subscription Agreement shall survive my
      death or disability.

    


    
      	
              6.  

            	
              Termination
                of Subscription Agreement

            


    

    


    If
      the Company elects to cancel this
      Subscription Agreement, this Offer shall be null and void and of no further
      force and effect, and no party shall have any rights against any other party
      hereunder, except for the return of the subscription price.

    


    
      	
              7.  

            	
              Miscellaneous

            


    

    


    
      	
              (A)  

            	
              All
                notices or other communications given or made hereunder shall be
                in
                writing and shall be mailed by registered or certified mail, return
                requested, postage prepaid, to the undersigned at his address set
                forth
                below and to Gen2Media Corporation, XXXXXXXXX ATTN: Ms. Mary Spio,
                President and CEO.

            


    

    


    
      	
              (B)  

            	
              This
                Subscription Agreement constitutes the entire agreement among the
                parties
                hereto with respect to the subject matter hereof and may be amended
                only
                by writing executed by all parties.

            


    

    


    
      	
              (C)  

            	
              The
                provisions of the Subscription Agreement shall survive the execution
                thereof.

            


    

    


    The
      Securities are to be issued in   (check one box):

    _____
      Individual name (if applicable)

    ______
      Joint tenants with rights of survivorship

    ______
      Tenants in the entirety

    ______
      Corporation (an officer must sign)

    ______
      Partnership (all general partners must sign)

     

    
      	
              8.  

            	
              Certification.I
                certify that he has read this entire Subscription Agreement and that
                every
                statement on his part made and set forth herein is true and
                complete.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
      the
      date his signature has been subscribed and sworn to below.]

    


    
      _______________________________________________________________

      Print
        Name of Investor

      


    

    Print
      Name of Joint Investor

    
      


    

    Signature
      of Investor

    
      


    

    Signature
      of Joint Investor

    
      


    

    Print
      Name of Corporation, Partnership or other Institutional Investor

    


    By:
      ______________________________

    Name:
      ____________________________

    Title:
      _____________________________

    


    


    


    Accepted
      as of the ____day of _______________, 2007

    


    Gen2Media
      Corporation

    


    


    By____________________________

    Mary
      Spio, President

    


    5