Exhibit 10.1
FORM OF SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is being delivered to the
purchaser identified on the signature page to this Agreement (the "Subscriber")
in connection with its investment in MARATHON PATENT GROUP, INC., a Nevada
corporation, together with its subsidiaries (the "Company"). The Company is
conducting a private placement (the "Offering") of units ("Units"), with each
Unit consisting of one share of the Company's convertible series A preferred
stock, as more fully described below and a warrant to purchase 0.25 shares of
the Company's common stock, as more fully described below, at a purchase price
of Six Dollars and Fifty Cents ($6.50) per Unit (the "Purchase Price"). Laidlaw
& Company (UK) Ltd. a United Kingdom corporation ("Placement Agent") will act as
the Company's lead placement agent with respect to the Offering.
Each Unit will consist of:
(i) one share (the "Shares") of the Company's 8% Series A Preferred Stock, par
value $0.0001 per share (the "Series A Preferred"). The form of Certificate of
Designation that sets forth the rights, preferences and limitations of the
Preferred Shares is attached hereto as Exhibit A.; and
(ii) a two year warrant to purchase an amount of the Company's common stock,
$0.0001 par value per share (the "Common Stock") in an amount equal to twenty
five percent (25%) of the number of Shares purchased in the Offering (the
"Warrant Shares") at a per share exercise price of $7.50 (the "Exercise Price"),
substantially in the form attached hereto as Exhibit B (the "Warrants").
For purposes of this Agreement, the term "Securities" shall refer to the Units,
the Shares, the Common Stock into which the Shares are convertible, the
Warrants, and the Warrant Shares.
IMPORTANT INVESTOR NOTICES
NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE
OFFERING OF THESE SECURITIES EXCEPT FOR THIS AGREEMENT AND ANY SUPPLEMENTS
HERETO, AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT
THOSE CONTAINED HEREIN.
THIS AGREEMENT IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED,
DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS
REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMPANY. EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT, ACKNOWLEDGES
AND AGREES TO THE FOREGOING RESTRICTIONS.
THIS AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE
INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY, OR AN INVESTMENT IN
THE OFFERING. THIS SUBSCRIPTION AGREEMENT DOES NOT CONTAIN ALL OF THE
INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. YOU MUST CONDUCT AND
RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED, IN DECIDING WHETHER TO INVEST IN THE
OFFERING.
THIS AGREEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF VARIOUS DOCUMENTS
RELATING TO THE OPERATIONS OF THE COMPANY. THESE SUMMARIES DO NOT PURPORT TO BE
COMPLETE AND ARE QUALIFIED IN THEIR