Form of March 2011 Private Placement Subscription Agreement

EX-10.6 4 mmax_ex10z6.htm FORM OF MARCH 2011 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Confidential Private Placement Memorandum

EXHIBIT 10.6

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between MMAX MEDIA, INC., a Nevada corporation (the “Company”) and the undersigned (the “Subscriber”).

WITNESSETH:

WHEREAS, the Company is conducting a private offering (this “Offering”) consisting of 20 Units (the “Units”), each Unit consisting of 100,000 shares of common stock of the Company (the “Common Stock”) on an “all or none basis” for gross proceeds of $250,000; and

WHEREAS, the Subscriber desires to purchase that number of Units 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 do hereby agree as follows:

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. Subject to the terms and conditions hereinafter set forth and in the Confidential Private Offering Memorandum dated February 24, 2011 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, at a price equal to $12,500 per Unit. The purchase price is payable by wire transfer pursuant to the instructions attached hereto contemporaneously with the execution and delivery of this Agreement by the Subscriber to MMAX Media, Inc., 417 N.E. 12th Avenue, Fort Lauderdale, Florida 33301, Attention: Edward Cespedes. Deliveries may be made by mail, overnight courier service, or as an attachment to an email sent to edc@travel.travel.

1.1

The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: (a) the Company requires funds in addition to the proceeds of this Offering; (b) 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 and the Units; (c) the Subscriber may not be able to liquidate its investment; (d) limited transferability of the Common Stock; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; and (f) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned “Risk Factors” and the Risk Factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

1.2

The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 (as amended on July 21, 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act) of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “ Act”), and that the Subscriber is able to bear the economic risk of an investment in the Units and that the information in the Investor Questionnaire completed and executed by the undersigned is true and accurate in all respects.

1.3

The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), 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 in the Units to evaluate the merits and risks of such an investment on the Subscriber's behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes.

1.4

The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes the Risk Factors), including all exhibits thereto, that certain Escrow Agreement dated February 24, 2011 (the “Escrow Agreement”), SEC filings (defined below) and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of this Offering with all information regarding the Company, the terms and conditions of this Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of this Offering.

1.5

(a)

In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in this Memorandum. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than this Memorandum.

(b)

The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.

1.6

The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby.

1.7

The Subscriber hereby acknowledges that this Offering has not been reviewed by the U.S. Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since this Offering is intended to be exempt from the registration requirements of Section 5 of the Act pursuant to Regulation D promulgated thereunder. The Subscriber understands that the shares of Common Stock comprising the Units have not been registered under the Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Common Stock unless they are registered under the Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.

1.8

The Subscriber understands that the Units have not been registered under the Act by reason of a claimed exemption under the provisions of the Act that depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Units.

1.9

The Subscriber understands that the current trading market for the Company’s Common Stock is limited and that an active market may not develop for the Common Stock.

1.10

The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Stock 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 with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

1.11

The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company, in its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close this Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock.

1.12

The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity.

1.13

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 Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.

1.14

If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

1.15

The Subscriber acknowledges that at such time, if ever, as the Common Stock are registered (as such term is defined in Article 5 hereof), sales of the Common Stock will be subject to state securities laws.

1.16

The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.

1.17

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither Subscriber or any affiliate of Subscriber which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Subscriber’s investments or trading or information concerning such investor’s investments, including in respect of the securities, or (z) is subject to such investor’s review or input concerning such affiliates’ investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Company’s Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the securities (each, a “Prohibited Transaction”). Prior to the filing by the Company of a Current Report on Form 8-K announcing the transactions contemplated hereby, such investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Subscriber acknowledges that the representations, warranties and covenants contained in this Section 1.17 are being made for the benefit of the investors as well as the Company and that each of the other investors hall have an independent right to assert any claims against such investor arising out of any breach or violation of the provisions of this Section 1.17.

1.18

The Subscriber understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the applicability of such exemptions and the undersigned's suitability to acquire Units.

1.19

The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons, counsel and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of (a) any sale or distribution of the Units or Common Stock by the Subscriber in violation of the Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. To the best of the Subscriber’s knowledge, neither the Subscriber nor any person providing funds to the Subscriber: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as hereinafter defined); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. For purposes of this paragraph, the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (ii) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (iii) require identification and documentation of the parties with whom a financial institution conducts business; or (iv) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA Patriot Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Bank Secrecy Act”), the Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

1.20

The subscriber agrees not to make any public announcement or issue any press release or otherwise publicly disseminate any information about the subject matter of this Agreement or this Offering Except as provided herein, the Company shall have the right to make such public announcements and shall control the timing, form and content of all press releases or other public communications of any sort relating to the subject matter of this Agreement and this Offering, and the method of their release, or publication thereof. The subscriber agrees that no portion of the Confidential Information (as defined below) shall be disclosed to third parties, except as may be required by law, without the prior express written consent of the Company; provided, that the subscriber may share such information with such of its officers and professional advisors as may need to know such information to assist the subscriber in its evaluation thereof on the condition that such parties agree to be bound by the terms hereof. “Confidential Information” means the existence and terms of this Agreement, the transactions contemplated hereby, and the disclosures and other information contained herein or in the Memorandum, excluding any disclosures or other information that are publicly available.

REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants to the Subscriber that:

2.1

Organization, Good Standing And Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to conduct its business.

2.2

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 (i) authorization execution, delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery of the Common Stock contemplated hereby 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 Common Stock, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and sale of the Common Stock contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person which have not been waived in connection with this Offering.

2.3

Delivery of Memorandum and SEC Filings; Business. The Company has prepared offering documents, including the Memorandum, including the Company’s reports and other filings with SEC attached as exhibits to the Memorandum. The Company has made available to the investors (i) a copy of the Memorandum, (ii) the Company’s most recent Annual Report on Form 10-K for the year ended September 30, 2010; (iii) the Company’s most recent Quarterly Report on Form 10-Q for the period ended December 31, 2010; and (iv) the Company’s Current Report on Form 8-K filed on February 18, 2011 (collectively, the “SEC Filings”). The Company and its subsidiaries are engaged in all material respects in the business described in the Memorandum and the SEC Filings and the Memorandum and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its subsidiaries, taken as a whole.

TERMS OF SUBSCRIPTION. The Company is offering the Units through its officers and directors on an “all or none” basis until all of the Units are sold (the “Minimum Offering”) or the Offering period is terminated by the Company, whichever occurs first. Officers and directors of the Company may purchase Units under the Offering to satisfy the Minimum Offering

3.1

Unless terminated earlier in the Company’s sole discretion, the Offering Period will expire on the earlier of March 25, 2011 or the date on which the maximum offering amount is subscribed for (the “Termination Date”). Subscriptions for Units may not be revoked once tendered, except in accordance with certain state laws.

3.2

This Offering can be withdrawn at any time before closing and is specifically made subject to the terms described in the Memorandum. The Company reserves the right to reject any subscription, in whole or in part, or to allocate to any prospective investor less than the number of securities subscribed for. The minimum investment is $12,500 (1 Unit), although the Company may, in its discretion, accept subscriptions for a lesser amount.

3.3

Pending our acceptance of subscriptions and the receipt of funds for the Minimum Offering, investor funds will be held in a non-interest bearing escrow account. In the event that subscriptions for the Minimum Offering are not received prior to the Termination Date, the funds received by the Company will be returned in full to subscribers, without deduction there from or interest thereon.

3.4

In the event the Company has completed the Minimum Offering, the Company may conduct one or more closings covering up to an additional 5 Units, but not later than Termination Date.

CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS. The Subscriber's obligation to purchase the Units at the Closing is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law:

(a)

Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects, including, but not limited to, (i) the closing of the Agreement and Plan of Merger by and among the Company, HLM Paymeon, Inc., a Florida corporation and wholly owned subsidiary of the Company and Hyperlocal Marketing LLC (the “Merger Agreement”) and (ii) the Company receiving subscriptions equal to or exceeding the Minimum Offering.

(b)

No Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.

(c)

No Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Common Stock (except as otherwise provided in this Agreement).

REGISTRATION RIGHTS.

5.1

Definitions. As used in this Agreement, the following terms shall have the following meanings.

(a)

The term “Holder” shall mean any person owning or having the right to acquire Registrable Securities or any permitted transferee of a Holder.

(b)

The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or order of effectiveness of such registration statement or document.

(c)

The term “Registrable Securities” shall mean the Common Stock comprising the Units; provided, however, that securities shall only be treated as Registrable Securities if and only for so long as they (i) have not been disposed of pursuant to a registration statement declared effective by the SEC; (ii) have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale; (iii) are held by a Holder or a permitted transferee of a Holder pursuant to Section 5.8; or (iv) may not be disposed of under Rule 144 under the Securities Act without restriction.

(d)

The term “SEC Guidance” means (i) any publicly-available written or oral guidance, requirements or notice of the staff of the SEC, and (ii) the Securities Act and the rules and regulations promulgated thereunder.

(e)

The term “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

5.2

Registration. The Company will use its best reasonable efforts to file a registration statement, within 60 days of the Termination Date (the “Filing Date”), covering the resale of all or such portion of the Registrable Securities as permitted by SEC Guidance. The registration statement filed pursuant to this Section 5.2 shall be on Form S-1, except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form. In the event that less than all of the Registrable Securities are included in the registration statement as a result of SEC Guidance, then the Company will use its best reasonable efforts to file additional registration statements, registering the allowable balance pursuant to Rule 415, in a manner permitted by the SEC, until all of the Registrable Securities have been registered.

5.3

Registration Procedures. Whenever required under this Article 5 to include Registrable Securities in a Company registration statement, the Company shall, as expeditiously as reasonably possible:

(a)

Use its best reasonable efforts to (i) cause such registration statement to become effective within 180 days of the Termination Date, and (ii) cause such registration statement to remain effective until the earliest to occur of (A) such date as the sellers of Registrable Securities (the “Selling Holders”) have completed the distribution described in the registration statement and (B) such time that all of such Registrable Securities are no longer, by reason of Rule 144 under the Securities Act, required to be registered for the sale thereof by such Holders. The Company will also use its best reasonable efforts to, during the period that such registration statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the registration statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a

post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the registration statement.

(b)

Prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c)

Furnish to the Selling Holders such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d)

Use best reasonable efforts to register and qualify the securities covered by such registration statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Selling Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

(e)

Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (i) when the registration statement or any post-effective amendment and supplement thereto has become effective; (ii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make every effort to obtain the withdrawal of any order suspending effectiveness of the registration statement at the earliest possible time or prevent the entry thereof); (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iv) of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(f)

Cause all such Registrable Securities registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted.

(g)

Provide a transfer agent for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(h)

Comply with all applicable rules and regulations of the SEC.

5.4

Furnish Information. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Article 5 with respect to the Registrable Securities of any Selling Holder that such Holder shall furnish to the Company such information regarding the Holder, the Registrable Securities held by the Holder, and the intended method of disposition of such securities as shall be reasonably required by the Company to effect the registration of such Holder's Registrable Securities.

5.5

Registration Expenses. The Company shall bear and pay all registration expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to registration pursuant to Section 5.2 for each Holder, but excluding (i) legal expenses of the Holders and (ii) underwriting discounts and commissions, if any, relating to Registrable Securities.

5.6

Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Article.

5.7

Indemnification. In the event that any Registrable Securities are included in a registration statement under this Article 5:

(a)

To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation by the Company of the Securities Act, the Exchange Act, or any rule or regulation promulgated under the Securities Act, or the Exchange Act, and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 5.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b)

To the extent permitted by law, each Selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 5.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 5.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that, in no event shall any indemnity under this Section 5.7(b) exceed the greater of the cash value of the (i) gross proceeds from the Offering received by such Holder or (ii) such Holder's investment pursuant to this Agreement as set forth on the signature page attached hereto.

(c)

Promptly after receipt by an indemnified party under this Section 5.7 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel selected by the indemnifying party and approved by the indemnified party (whose approval shall not be unreasonably withheld); provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the

commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.7.

(d)

If the indemnification provided for in this Section 5.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e)

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in an underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall control.

(f)

The obligations of the Company and Holders under this Section 5.7 shall survive the completion of the Offering.

5.8

Permitted Transferees. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under this Article 5 may be assigned in full by a Holder in connection with a transfer by such Holder of its Registrable Securities, to (a) any partner or retired partner of a Holder that is a partnership, or (b) any family member or trust for the benefit of any individual Holder, provided that (i) such Holder gives prior written notice to the Company; (ii) such transferee agrees to comply with the terms and provisions of this Agreement; (iii) such transfer is otherwise in compliance with this Agreement; and (iv) such transfer is otherwise effected in accordance with applicable securities laws. Except as specifically permitted by this Section 5.8, the rights of a Holder with respect to Registrable Securities as set out herein shall not be transferable to any other person, and any attempted transfer shall cause all rights of such Holder therein to be forfeited.

5.9

Liquidated Damages.

(a)

If a registration statement covering the Registrable Securities is not filed within 60 days of the Termination Date and declared effective within 180 days of the Termination Date, the Company shall make pro rata payments to each Holder, in an amount equal to 1.0% of the aggregate amount invested by such Holder (based upon the number of Registrable Securities then owned by such Holder) for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed or effective (the “Blackout Period”). Such payments shall constitute the Holder’s exclusive monetary remedy for such events, but shall not affect the right of the Holder to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within ten (10) business days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such payments shall be made to each Holder at the sole option of the Company in either cash or shares of Common Stock.

(b)

Notwithstanding the provisions of this Section 5.9, in the event (i) the SEC stops the registration or causes a delay in the registration, or (ii) there is an “Allowed Delay” as defined below, the Holders shall not have any penalty under this Section as long as the Company and its counsel are acting in good faith and expeditiously. For not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, the Company may delay the disclosure of material non-public information concerning the Company, by suspending the (i) use of any Prospectus included in any registration contemplated by this Section or (ii) effectiveness of any registration statement containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company

(an “Allowed Delay”); provided, that the Company shall promptly (i) notify the Holders in writing of the existence of (but in no event, without the prior written consent of a Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, (ii) advise the Holders in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (iii) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable consistent with the Company’s good faith opinion as to the best interests of the Company. Periods that are deemed an Allowed Delay shall not be deemed to be part of a Blackout Period. Furthermore, the damages payable to each Holder shall not exceed 6% of the aggregate amount invested by such Holder.

MISCELLANEOUS. Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefore, addressed as follows:

If to the Company, to it at:

MMAX Media, Inc.

417 N.E. 12^th Avenue

Fort Lauderdale, Florida 33301

Attention: Edward Cespedes

With a copy to:

Quintairos, Prieto, Wood & Boyer, P.A.

One East Broward Boulevard, Suite 1400

Fort Lauderdale, Florida 33301

Attention: Charles B. Pearlman, Esq.

If to the Subscriber, to the Subscriber's address indicated on the signature page of this Agreement.

Notices shall be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given or delivered when received.

6.1

Except as otherwise provided herein, 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.

6.2

This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

6.3

Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Units as herein provided, subject, however, to the right hereby reserved by the Company to enter into the same agreements with other subscribers and to add and/or delete other persons as subscribers.

6.4

This Subscription Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The parties further: (i) agree that any legal suit, action or proceeding arising out of or relating to this Subscription Agreement shall be instituted exclusively in any Federal or State court of competent jurisdiction within Broward County, State of Florida, (ii) waive any objection that they may have now or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consent to the in personam jurisdiction of any Federal or State court of competent jurisdiction within Broward County, State of Florida in any such suit, action or proceeding. The parties each further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in a Federal or State court of competent

jurisdiction within Broward County, State of Florida, and that service of process upon the parties mailed by certified mail to their respective addresses shall be deemed in every respect effective service of process upon the parties, in any action or proceeding.

6.5

In order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds in establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds against one of the other parties to the action), then the other party shall be entitled to recover from such claimant all of its/their reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefor.

6.6

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.

6.7

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.

6.8

All of the representations and warranties contained in this Subscription Agreement shall survive execution and delivery of this Subscription Agreement and the undersigned's investment in the Company.

6.9

The parties hereto 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.

6.10

The subscriber hereby adopts, accepts and agrees to be bound by all of the terms and provisions of the Escrow Agreement and agrees to indemnify the Escrow Agent (as defined under the Escrow Agreement) and the undersigned agrees that the execution of the signature page to this Agreement also constitutes the execution and signature of the Escrow Agreement.

6.11

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.

6.12

Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.

6.13

Facsimile copies of signed original counterparts of this Subscription Agreement shall have the same legal force and effect as such original signed counterparts.

IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of _________________, 2011.

SUBSCRIPTION AGREEMENT COUNTERPART SIGNATURE PAGE
[CORPORATION OR TRUST]

If the prospective investor is a CORPORATION OR TRUST, complete the following.

The undersigned hereby represents, warrants and covenants that the undersigned is duly authorized by the prospective investor to take all requisite action on the part of the prospective investor listed below to enter into this Agreement and, further, that the prospective investor has all requisite authority to enter into such Agreement.

The undersigned represents and warrants that each of the above representations, agreements or understandings set forth herein applies to the prospective investor and that the undersigned has authority under the charter, by-laws, corporate resolutions or trust agreement of such prospective investor to execute this Agreement.



Name of Company (Please type or print)



By:
Name:
Title:

Number of Units Subscribed for:				Amount Subscribed for:

				$


Address

SUBSCRIPTION AGREEMENT COUNTERPART SIGNATURE PAGE
[PARTNERSHIP OR LLC]

If the prospective investor is a PARTNERSHIP or LLC, complete the following and enclose a true copy of the Partnership Agreement of the prospective investor.

The undersigned hereby represents, warrants and covenants that the undersigned is a general partner or managing member of the prospective investor named below, is duly authorized by the prospective investor to enter into this Agreement, and that the prospective investor has all requisite authority to enter into this Agreement and set forth below are the names of all Partners of the prospective investor.

The undersigned represents and warrants that each of the above representations, agreements or undertakings set forth herein applies to the prospective investor and that the undersigned is authorized by such prospective investor to execute this Agreement.



Name of Company (Please type or print)



By:
Name:
Title:


Names of Partners:			Signature:





(Add additional sheets if necessary)


Number of Units Subscribed for:			Amount Subscribed for:

			$

Address:

SUBSCRIPTION AGREEMENT COUNTERPART SIGNATURE PAGE
[INDIVIDUAL]

If the prospective investor is an individual, please execute this Agreement below.


Signature: *
Printed Name:


And (if applicable)

Signature:*
Printed Name:


HOW UNITS WILL BE HELD:

Individually
JTWROS
TBTE


Number of Units Subscribed for:				Amount Subscribed for:

				$

Address:


*If investment is taken in joint names, both must sign.

[ACCEPTANCE PAGE FOR SUBSCRIPTION AGREEMENT]

Agreed to and accepted for _____ Units as of ________________, 2011.


	MMAX Media, Inc.


	By:
	Name:
	Title:

WIRE TRANSFER INSTRUCTIONS

Investor Questionnaire

(All Information Is And Shall Remain Confidential)

INVESTOR:

Name: ________________________

MMAX Media, Inc.

__________________

Ladies & Gentlemen:

The undersigned agrees and acknowledges as follows:

MMAX Media, Inc., a Nevada corporation (the “Company”), has requested the information contained in this Questionnaire in order for the Company to determine whether the Company may sell its Units to the undersigned without registration under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities law. This Questionnaire is not an offer to purchase or acceptance of any offer to sell any of the Company’s Units, but is, in fact, a response to a solicitation of information to provide a basis for determining the appropriateness of an investment in the Company.

FOR INDIVIDUAL INVESTORS:


Name:		Telephone:

Home Address:



Date of Birth:	U. S. Citizen	Yes _____ No _____

Social Security Number:

Occupation or Profession:

Nature of Business:

Name and Address of Employer:

Business Telephone:

Current Position or Title:		Period Employed:

Nature of Duties:

Prior Employment (if current employment
is less than five years):

Name of Prior Employer:

Period Employed:

Communications should be sent to (check one):

______ Residence

____ Business

II.

FOR INVESTORS THAT ARE CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES:

Special Instructions: If the Investor is a corporation, partnership, limited liability company, trust or other entity, please follow the additional instructions below. The Company may, in some circumstances, require additional information.

For each entity, please provide a copy of its (i) articles or certificate of incorporation and by-laws, (ii) partnership agreement, (iii) operating or limited liability company agreement or (iv) trust agreement. In addition, please provide appropriate evidence of authority to invest and execute subscription documents (board resolution or consent of partners, members or trustees).

For corporations, an authorized officer of the corporation must date, sign and complete this Questionnaire concerning the corporation. The officer should print the name of the corporation above his or her signature and print his or her name and office held with the corporation below his or her signature.

For partnerships, limited liability companies and trusts, each partner, member or beneficiary of the trust must separately meet appropriate suitability requirements as determined by the Company. Each such person must date, sign and complete items I, II and III of this Questionnaire as if he or she were investing in the Company individually and not as a partner, member or beneficiary of a trust.


Name:

Address of Principal Office:



Telephone:

Date and State of Incorporation or Organization:

Taxpayer Identification Number:

Nature of Business:

Individual Authorized to Execute this Questionnaire:


(Name and Title)

Name of record and beneficial owners of entity (attached additional pages, if necessary):



The entity’s intended investment in the Company will constitute approximately ___% of the assets of the entity.

III.

FOR ALL INVESTORS:

Relationship to the Company or its officers or directors, if any (for example, family member, business associate, business contact, personal acquaintance, none, etc.):

____________________________________________________

The undersigned is an officer or director of a publicly held company.

Yes ____

No ___

If yes, specify. ______________________________________

The undersigned beneficially owns 10% or more of the voting securities of a publicly held company.

Yes ____

No ___

The undersigned __ has ___ has not invested in investments sold by means of private placements within the past 5 years.

I, the undersigned individual or person authorized to execute this Questionnaire, consider myself to have such knowledge of the Company and such experience in financial and business matters to enable me to evaluate the merits and risks of an investment in the Company.

Yes ___

No ___

Listed below are the categories of accredited investors, as defined in Regulation D, promulgated under the Securities Act of 1933, as amended. I have checked the box or boxes below which describe me:

The undersigned is presently an officer or director of the Company and is completing this questionnaire in connection with my making an additional investment.

The undersigned is a natural person whose net worth as of the date hereof (including the net worth of my spouse, if married but excluding the value of my primary residence) exceeds $1,000,000.

The undersigned is a natural person who had an individual “income” exceeding $200,000 during both of the two most recently completed calendar years (or a joint income with my spouse, if married, in excess of $300,000 in each of those years) and the undersigned has a reasonable expectation of reaching the same income level in the current calendar year. For purposes of this document, the term “income” shall mean adjusted gross income reported or to be reported on a federal income tax return.

The undersigned is a (i) bank, (ii) savings and loan association, (iii) insurance company, (iv) broker or dealer registered under the Securities Exchange Act of 1934, as amended, or (v) investment company registered under the Investment Company Act of 1940, as amended.

The undersigned is a “business development company” as defined in Section 2(a)(48) of the Investment Company Act of 1940, as amended.

The undersigned is a trust with total assets in excess of $5,000,000 which was not formed for the specific purpose of acquiring the Common Stock, and for which the investment decisions are made by a person capable of evaluating the merits and risks of the proposed investment.

The undersigned is a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or Section 301(d) of the Small Business Investment Act of 1958, as amended.

The undersigned is a “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

The undersigned is a non-profit organization of the type described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Common Stock offered, with total assets in excess of $5,000,000.

The undersigned is an “employee benefit plan” (within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended) and either (i) the plan fiduciary is a bank, savings and loan association, insurance company or registered investment advisor or (ii) the plan has total assets exceeding $5,000,000 or (iii) if a self-directed plan, the investment decisions are made solely by persons who, if executing this document, would be able to check one or more of the boxes above.

The undersigned is a plan established and maintained by a State, its political subdivisions, or agency or instrumentality of a State or its political subdivisions, for the benefit of its employees and such plan has assets in excess of $5,000,000.

The undersigned is an entity. Each of the undersigned’s equity investors, if executing this document, would be able to check one or more of the boxes above.

The undersigned understands that the Company will rely on the accuracy and completeness of the undersigned’s responses to the foregoing questions and the undersigned represents and warrants to the Company as follows:

(i)

The answers to the above questions are true, complete and correct and may be relied upon by the Company in determining whether the offering in connection with which the undersigned has executed this Questionnaire is exempt from registration under the Securities Act of 1933, as amended;

(ii)

The undersigned is a “United States Person” for purposes of the United States Internal Revenue Code; and

(iii)

The undersigned will notify the Company immediately of any material change in any statement made herein that occurs prior to the closing of the sale of the Common Stock.

DATED: ___________________, 2011.


		IF INDIVIDUAL INVESTOR:


		(Signature)


		(Printed Name)


		IF CORPORATION, PARTNERSHIP. LIMITED LIABILITY COMPANY, TRUST, ESTATE OR REPRESENTATIVE:



		Name of Investor


	By:
		Name:
		Title:

EXHIBIT B

SEC REPORTS