EXHIBIT 10.1
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 the securities of Majesco Entertainment
Company, a Delaware corporation (the "Company").
The Company is conducting a
private placement (the "Offering") of up to Five Million Fifty Thousand Dollars
($5,050,000) (the "Minimum Offering Amount") of units (the "Units") at a
purchase price of $1.20 per Unit (the "Purchase Price") with each Unit
consisting of (i) one share (the "Shares") of the Company's common stock, par
value $0.001 per share (the "Common Stock") (or, at the election of any
Subscriber who, as a result of the ownership of the Common Stock would hold in
excess of 4.99% of the Company's issued and outstanding Common Stock, shares of
Series C Convertible Preferred Stock (the "Preferred Shares"), par value $0.001
per share, which are convertible into shares of Common Stock (the "Conversion
Shares"), with such rights and designations as set forth in the form of
Certificate of Designation of Preferences, Rights and Limitations of Series C
Convertible Preferred Stock, attached hereto as Exhibit A, (the "Series C
Certificate of Designation") and (ii) a thirty-six (36) month warrant, in the
form attached hereto as Exhibit B (the "Warrant") to purchase one share of
Common Stock (the "Warrant Shares") at an exercise price of $1.40 per
share.
For purposes of this Agreement, the term "Securities" shall refer to the
Shares, the Preferred Shares, the Conversion Shares, 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 SUBSCRIPTION AGREEMENT AND ANY
SUPPLEMENTS HERETO, AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY
REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.
UNTIL SUCH TIME AS A FORM 8-K IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY, 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 CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO ANY
PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR
NOT AUTHORIZED.
EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT AGREES TO
RETURN IT AND ALL RELATED DOCUMENTS IF SUCH PERSON DOES NOT PURCHASE ANY OF THE
SECURITIES DESCRIBED HEREIN.
NEITHER THE DELIVERY OF THIS AGREEMENT AT ANY TIME NOR ANY SALE OF SECURITIES
HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
THE COMPANY WILL EXTEND TO EACH PROSPECTIVE
SUBSCRIBER (AND TO ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, IF ANY) THE
OPPORTUNITY, PRIOR TO ITS PURCHASE OF UNITS, TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE COMPANY CONCERNING