Exhibit 10.30
SUBSCRIPTION AGREEMENT
Hispanic Television Networks, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
The undersigned understands that Hispanic Television Networks, Inc.,
a Delaware corporation (the "Company"), is offering for sale units (the
"Units") comprised of shares of its common stock, par value $.01 per share
(collectively the "Shares," and singlya "Share"), and warrants (collectively
the "Warrants," and singly a "Warrant") to purchase one Share at a purchase
price of $1.00. The Units include Class One Units and Class Two Units. The
Class One Units are comprised of four Shares and one Warrant, while the Class
Two Units are comprised of two Shares and one Warrant. The Shares and the
Warrants comprising the Units are detachable and separately transferable to
the extent provided for herein and by applicable law. The form of the
Warrants is attachedhereto as Exhibit A; provided, however, that in the
actual Warrants issued, the blanks in the form of Warrants regarding the
period of time during which the Warrants may be exercised shall be filled so
that such period of time shall run for one year afterthe actual Warrants are
issued. The undersigned further understands that the offering is being made
without registration under the Securities Act of 1933, as amended (the
"Securities Act") of the Shares, the Warrants comprising the Units or the
Shares to be acquired pursuant to exercises of the Warrants.
1. SUBSCRIPTION FOR CLASS ONE UNITS. Subject to the terms and
conditions hereof, the undersigned hereby irrevocably subscribes for an
aggregate of 1,500,000 Class One Units (totalling 6,000,000 Shares and
1,500,000 Warrants) at a price of $1.00 per Unit. The purchase price for the
Class One Units is payable in full in immediately available funds upon the
full execution of this Agreement. Upon receipt from the undersigned of the
purchase price for the Class One Units, the Company shall deliver to the
undersigned certificates and instruments representing the Shares and the
Warrants being purchased.
2. SUBSCRIPTION FOR CLASS TWO UNITS.
(a) Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for an aggregate of 5,000,000
Class Two Units (totalling 10,000,000 Shares and 5,000,000 Warrants) at
a price of $1.00 per Unit.
(b) Subject to Section 2(c) below, the Class Two Units to be
sold and purchased pursuant to this Section 2 shall be sold and
purchased in 10 closings (each referred to hereinafter as a "Closing").
The first Closing shall occur 30 days after the execution anddelivery
of this Agreement, and another Closing shall occur every 30 days
thereafter until all 10 Closings have occurred. Each Closing shall
occur at 9:00 a.m. at the offices of the Company, unless the parties
hereto otherwise agree in writing. At each Closing, 500,000 Class Two
Units (totalling 1,000,000 Shares and 500,000 Warrants) shall be sold
and purchased. At each Closing, the undersigned shall deliver the
aggregate purchase price for the Class Two Units being purchased in
immediately available funds and the certificates required of the
undersigned as provided in Section 3(c) below, and the Company shall
deliver certificates and instruments representing the Shares and the
Warrants being purchased and the certificates required of the Company
as provided in Section 3(c) below. Notwithstanding the preceding, the
undersigned shall not be in breach of this Section 2 until the
undersigned has failed to purchase any Class Two Units as required by
this Section 2, the Company has given written notice to the undersigned
of the undersigned's failure, and the undersigned has not within 10
days after the foregoing notice fully cured such failure and completed
the required purchase of Class Two Units.
(c) The obligations of the undersigned at a Closing are
subject, at the undersigned's election, to the satisfaction on or prior
to Closing of each of the following conditions: (i) each of the
representations and warranties of the Company contained in this
Agreement shall be true and correct in all respects at and as of the
Closing as if each such representation and warranty was made at and as
of the Closing, and at the Closing there shall be delivered to the
undersigned a customary bring-down certificate (dated as of the Closing
and signed by the Company) to the foregoing effect; and (ii) no suit or
other proceeding by any third party shall be pending before any court
or governmental agency seeking to restrain, prohibit or declare
illegal, or seeking substantial damages from the undersigned in
connection with, thetransactions contemplated by this Agreement. The
obligations of the Company at a Closing are subject, at the Company's
election, to the satisfaction on or prior to Closing of each of the
following conditions: (x) each of the representations and warrantiesof
the undersigned contained in this Agreement shall be true and correct
in all respects at and as of the Closing as if each such representation
and warranty was made at and as of the Closing, and at the Closing
there shall be delivered to the Company a customary bring-down
certificate (dated as of the Closing and signed by the undersigned) to
the foregoing effect; (y) the undersigned shall have delivered to the
Company a certificate signed by the undersigned containing such other
representations and warranties of the undersigned as the Company shall
believe necessary or advisable to determine that the issuance of the
related Class Two Units is exempt from federal and state securities
offering registration requirements; and (z) no suit or other proceeding
by any third party shall be pending before any court or governmental
agency seeking to restrain, prohibit or declare illegal, or seeking
substantial damages from the Company in connection with, the
transactions contemplated by this Agreement. In addition to the
preceding, the undersigned agrees to furnish to the Company any other
information required by the Company in order for the Company to
determine that the issuance of any Class Two Units will not violate any
laws, regulations or rules (including, without limitation, any federal
or state securities laws, any rules of the National Association of
Securities Dealers, or any rule, regulation, policy or decision of the
Federal Communications Commission or the Communications Act of 1934, as
amended). If the Company believes that the issuance of any Class Two
Units will violate any such laws, regulations or rules, then the date
of the related Closing shall be extended until all action believed by
the Company to be necessary in order to avoid violating
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such laws can be taken. Each of the Company and the undersigned agrees
to use reasonable efforts to take all action believed by the Company
to be necessary in order to avoid violating such laws.
3. AGREEMENTS RELATING TO THE SUBSCRIPTIONS. In connection withthe
undersigned's subscription for the Units, the following additional agreement
were entered into by separate documentation:
(a) The persons whose names are set forth immediately below
executed in favor of the undersigned a proxy with respect to the number
of Shares respectively owned by such persons indicated to the immediate
right of such persons' names below, and such proxies entitle the
undersigned to vote all such Shares for a period of one year so long as
the undersigned is current in his subscription obligations under
Section 2 above:
▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 13,146,716 Shares
Woodcrest Capital, LLC 12,728,712 Shares
▇▇▇ ▇▇▇▇▇▇ 10,274,000 Shares
▇▇▇ ▇. ▇▇▇▇▇▇ 4,321,250 Shares
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 4,578,823 Shares
(b) The persons whose names are set forth immediately below
deposited into escrow (with ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as escrow agent) the
number of Shares respectively owned by such persons indicated to the
immediate right of such persons' names below, with instructions to the
escrow agent to convey to the Company as a contribution to capital 1/33
of such Shares upon each Closing (and, after all Closings have been
completed, every 30 days thereafter until all such Shares have been
conveyed to the Company) and with instructions to the escrow agent to
grant proxies to the undersigned entitling the undersigned to vote all
such Shares not so conveyed to the Company so long as the undersigned
is current in his subscription obligations under Section 2 above:
▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 9,672,537 Shares
Woodcrest Capital, LLC 9,546,534 Shares
▇▇▇ ▇▇▇▇▇▇ 7,705,500 Shares
▇▇▇ ▇. ▇▇▇▇▇▇ 3,240,938 Shares
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2,778,823 Shares
(c) In consideration of 400,000 restricted Shares to be issued
by the Company within the next 90 days, ▇▇▇▇▇ ▇▇▇▇▇▇▇ resigned as
President of the Company and gave a full release of all claims against
the Company and its directors, officers and assigns.
(d) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ was elected to the Board of Directors of
the Company and was elected President of the Company. Moreover, as soon
as all regulatory
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requirements constituting a condition precedent thereto (including,
without limitation, those promulgated by any federal or state
securities administrator, the National Association of Securities
Dealers, or the Federal Communications Commission), all members of
the Board of Directors of the Company (other than ▇▇. ▇▇▇▇▇▇▇ and
▇▇▇ ▇▇▇▇▇▇) shall resign from their seats on such.
(e) ▇▇▇▇ ▇▇▇▇▇ modified and granted an extension of the
indebtedness owed by the Company to him as a condition precedent to the
undersigned's execution of this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants that:
(a) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware,
and has the requisite corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder;
(b) the execution, delivery and performance of this Agreement,
and the execution, issuance, sale and delivery of the certificates
representing the Shares and the Warrants being purchased and the Shares
to be acquired pursuant to exercises of the Warrants have been duly
authorized by all necessary corporate action on the part of the
Company; and
(c) the Shares being acquired pursuant hereto and the Shares
to be acquired pursuant to exercises of the Warrants being acquired
pursuant hereto, when issued against delivery of the requisite
consideration therefor, will be legally and validly issued, fully paid
and nonassessable.
5. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. The undersigned
hereby represents and warrants to the Company and to each officer, director,
controlling person and agent of the Company that:
(a) GENERAL:
(i) The undersigned has all requisite authority to
enter into this Agreement and to perform all the obligations
required to be performed by the undersigned hereunder.
(ii) Neither the Company nor any person acting on
behalf of the Company has offered or sold any Units to the
undersigned by means of any form of general solicitation or
general advertising. The undersigned has not received, paid or
given, directly or indirectly, any commission or remuneration
for or on account of any sale, or the solicitation of any
sale, of any Units.
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(iii) The undersigned has received no representations
from the Company or from employees or agents of the Company
other than those contained herein. In the decision to invest
in the Units, the undersigned has relied solely upon a review
of the reports of the Company on file with the Securities
Exchange Commission (the "Commission") and on the answers to
such questions raised by the undersigned concerning the
transaction.
(b) INFORMATION CONCERNING THE COMPANY:
(i) The undersigned is familiar with the business and
financial condition, properties, operations and prospects of
the Company.
(ii) The undersigned has been given full access to
all material information concerning the condition, properties,
operations and prospects of the Company. Among other things,
the undersigned has received and examined the Company's Annual
Report on Form 10-KSB for the Company's last fiscal year and
all Quarterly Reports on Form 10-QSB and Current Reports on
Form 8-K subsequent to the end of such fiscal year. The
undersigned has had an opportunity to ask questions of, and to
receive information from, the Company and persons acting on
its behalf concerning the terms and conditions of the
undersigned's investment in the Units, and to obtain any
additional information necessary to verify the accuracy of the
information and data received by the undersigned. The
undersigned is satisfied that there is no material information
concerning the condition, properties, operations and prospects
of the Company, of which the undersigned is unaware.
(iii) The undersigned has made such independent
investigation of the Company, its management and related
matters as the undersigned deemed to be necessary or advisable
in connection with this investment; and the undersigned has
received all information and data that the undersigned
believes to be necessary in order to reach an informed
decision as to the advisability of investing in the Units.
(iv) The undersigned understands that the purchase of
the Units involves various risks. Among other risks, the
undersigned understands that it is unlikely that any market
will develop for any resale of the Warrants comprising the
Units and that any dividend will be paid on the Shares, in
either case at any time in the near future.
(c) STATUS OF UNDERSIGNED:
(i) The undersigned has such knowledge, skill and
experience in business, financial and investment matters so
that the undersigned is capable
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of evaluating the merits and risks of an investment in the
Units. To the extent necessary, the undersigned has retained
at the undersigned's own expense, and relied upon,
appropriate professional advice regarding the investment, tax
and legal merits and consequences of this Agreement and owning
the Units.
(ii) The undersigned represents that the undersigned
has reviewed the undersigned's financial condition and
commitments and that, based on such review, the undersigned is
satisfied that the undersigned (A) has adequate means of
providing for the undersigned's financial needs and possible
contingencies, (B) has no present or contemplated future need
to dispose of all or any of the Shares or Warrants comprising
the Units, or the Shares to be acquired pursuant to exercises
of the Warrants, to satisfy any existing or contemplated
undertaking, need or indebtedness, (C) is capable of bearing
the economic risk of the investment in the Units for the
indefinite future, and (D) has assets or sources of income
which, taken together, are more than sufficient so that the
undersigned could bear the risk of loss of the undersigned's
entire investment in the Units. The undersigned agrees to
furnish any additional information requested to assure
compliance with applicable federal and state securities laws
in connection with the purchase and sale of the Units.
(d) RESTRICTIONS ON TRANSFER OR SALE OF UNITS:
(i) The undersigned is acquiring the Units solely for
the undersigned's own beneficial account, for investment
purposes, and not with a view to, or for resale in connection
with, any distribution of such Units. The undersigned
understands that the Shares and Warrants comprising the Units
and the Shares to be acquired pursuant to exercises of the
Warrants have not been and will not be registered under the
Securities Act or any state securities laws because of
exemptions provided for by Sections 4(2) and 4(6) of the
Securities Act, Rules 505 and 506 of Regulation D under the
Securities Act, and limited offering exemptions under the
state securities laws of each jurisdiction in which the Units
will be offered. Certain of the foregoing exemptions depend in
part upon the investment intent of the undersigned and of the
other representations made by the undersigned in this
Agreement. The undersigned understands that the Company is
relying upon the representations and agreements contained in
this Agreement (and any supplemental information) for the
purpose of determining whether this transaction meets the
requirements for such exemptions.
(ii) The undersigned understands that the Shares and
Warrants comprising the Units and the Shares to be acquired
pursuant to exercises of the Warrants are and will be
"restricted" under applicable federal securities laws and that
the Securities Act and the rules of the Commission provide in
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substance that the undersigned may dispose of the Shares or
Warrants comprising the Units or the Shares to be acquired
pursuant to exercises of the Warrants only pursuant to an
effective registration statement under the Securities Act or
an exemption therefrom (such as pursuant to Rule 144 under the
Securities Act), and the undersigned understands that the
Company has no obligation or intention to register the Shares
or Warrants comprising the Units or the Shares to be acquired
pursuant to exercises of the Warrants thereunder, or to take
action so as to permit sales pursuant to the Securities Act
(including Rule 144 thereunder). Accordingly, the undersigned
understands that under the Commission's rules, the undersigned
may dispose of the Shares or Warrants comprising the Units or
the Shares to be acquired pursuant to exercises of the
Warrants principally only in "private placements" which are
exempt from registration under the Securities Act, in which
event the transferee will acquire "restricted securities"
subject to the same limitations as in the hands of the
undersigned. As a consequence, the undersigned understands
that the undersigned must bear the economic risks of the
investment in the Units for an indefinite period of time.
(iii) The undersigned agrees: (A) that the
undersigned will not sell, assign, pledge, give, transfer or
otherwise dispose of the Shares or Warrants comprising the
Units or the Shares to be acquired pursuant to exercises of
the Warrants or any interest therein, or make any offer or
attempt to do any of the foregoing, except pursuant to a
registration of the Shares or Warrants comprising the Units or
the Shares to be acquired pursuant to exercises of the
Warrants under the Securities Act and all applicable state
securities laws or in a transaction which, in the written
opinion of counsel for the undersigned satisfactory to the
Company (which requirement may be waived by the Company upon
advice of counsel), is exempt from the registration provisions
of the Securities Act and all applicable state securities
laws; (B) that the certificates for the Shares and Warrants
comprising the Units and the Shares to be acquired pursuant to
exercises of the Warrants will bear a legend making reference
to the foregoing restrictions; and (C) that the Company and
any transfer agent for the Shares or Warrants comprising the
Units or the Shares to be acquired pursuant to exercises of
the Warrants shall not be required to give effect to any
purported transfer of such Shares or Warrants except upon
compliance with the foregoing restrictions.
(iv) The undersigned has not offered or sold any
Shares or Warrants comprising the undersigned's Units or the
Shares to be acquired pursuant to exercises of the Warrants
and has no present intention of reselling or otherwise
disposing of any portion of the Shares or Warrants comprising
the undersigned's Units or the Shares to be acquired pursuant
to exercises of the Warrants either currently or after the
passage of a fixed or determinable period of time or upon the
occurrence or nonoccurrence of any
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predetermined event or circumstance.
6. WAIVER, AMENDMENT. Neither this Agreement nor any provisions
hereof shall be modified, changed, discharged or terminated except by an
instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.
7. ASSIGNABILITY. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by either the Company or the undersigned without the prior written
consent of the other party.
8. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, REGARDLESS OF THE LAW THAT
MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAW.
9. SECTION AND OTHER HEADINGS. The section and other headings
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which together shall be deemed to be one and the
same agreement.
11. NOTICES. All notices and other communications provided for
herein shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid:
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(a) If to the Company, to it at the following address:
Hispanic Television Networks, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
(b) If to the undersigned, to the undersigned at the
address set forth on the signature page hereto; or at
such other address as either party shall have
specified by notice in writing to the other.
12. BINDING EFFECT. The provisions of this Agreement shall be
binding upon and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.
13. INDEMNIFICATION. The undersigned acknowledges that the
undersigned understands the meaning and legal consequences of the
representations, warranties, and covenants set forth in Section 5hereof and
that the Company has relied and will rely upon such representations,
warranties and covenants. Therefore, the undersigned hereby agrees to
indemnify and hold harmless the Company and the officers, directors,
controlling persons and agents of the Company from and against any and all
loss, claim, damage, liability or expense, and any action in respect thereof,
joint or several, to which any such person may become subject, due to or
arising out a breach of any such representation, warranty, or covenant,
together with all reasonable costs and expenses (including attorneys' fees)
incurred by any such person in connection with any action, suit, proceeding,
demand, assessment, or judgment incident to any of the matters so indemnified
against. Notwithstanding the foregoing, however, no representation, warranty,
acknowledgment, or agreement made herein by the undersigned shall in any
manner be deemed to constitute a waiver of any rights granted to the
undersigned under federal or state securities laws.
14. SURVIVAL. All representations, warranties and covenants
contained in this Agreement and the indemnification contained in Section 13
shall survive (i) the acceptance of the subscription by the Company and (ii)
the death, disability or dissolution of the undersigned.
15. NOTIFICATION OF CHANGES. The undersigned hereby covenants and
agrees to notify the Company upon the occurrence of any event prior to the
closing of the purchase of the Units pursuant to this Agreement which would
cause any representation, warranty, or covenant of the undersigned contained
in this Agreement to be false or incorrect.
16. PIGGY-BACK REGISTRATION RIGHTS.
(a) For purposes of this Section 16, all shares of Common Stock
constituting a part of either a Class One Unit or a Class Two Unit are
referred to as the "Registrable Shares."
(b) If at any time after the date hereof the Company proposes to register
any Common Stock under the Securities Act of 1933, as amended (the "Act"),
for sale to the public for cash, the
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Company shall give written notice to the undersigned of its intention so to
do at least 20 days prior to filing the related registration statement (the
"Registration Statement"). Upon the written request of the undersigned, given
within 10 daysafter receipt of any such notice, to register any Registrable
Shares, the Company shall use its best efforts to cause all Registrable
Shares, as to which registration shall have been so requested, to be included
in the securities to be covered by the Registration Statement, all to the
extent requisite to permit the sale or other disposition by the undersigned
of the Registrable Shares requested to be so registered; provided, however,
that:
(i) If, at any time after giving such written notice of its
intention to register any securities and prior to the effective date of
the Registration Statement, the Company shall determine for any reason
not to register such securities, the Company may, at its election, give
written notice of such determination to the undersigned, and thereupon
the Company shall be relieved of its obligation to register any
Registrable Shares in connection with such registration;
(ii) If such registration involves an underwritten offering,
the undersigned must sell its Registrable Shares to the underwriters
selected by the Company on the same terms and conditions as apply to
the Company (except as otherwise agreed to by the Company in writing);
and
(iii) The Company shall be obligated to keep the Registration
Statement effective only for six months after its initial effective
date.
The number of Registrable Shares to be included in an underwritten offering
may be reduced, pro rata among all the Company's stockholders selling shares
in the offering, in a ratio equal to the respective amounts of shares
proposed to be sold by such stockholders, if and to the extent that the
managing underwriter shall advise the undersignedand the Company by letter of
its belief that the number of securities requested to be registered exceeds
the number that can be sold in (or during the term of) such offering without
adversely affecting the marketing of the securities to be sold by the Company.
(c) In connection with the registration provided for hereunder, the
undersigned shall use reasonable efforts to cooperate with the Company and
shall furnish to the Company in writing such information with respect to it
and its proposed distribution as shall be reasonably necessary in order to
assure compliance with federal and applicable state securities laws.
(d) The Company shall pay all expenses incurred by the Company in
complying with its registration obligations pursuant to this
Agreement,including, without limitation, all registration, qualification, and
filing fees, blue sky fees and expenses, printing expenses, fees and
disbursements of counsel and independent public accountants for the Company,
all expenses of the underwriter customarily paid by issuers or sellers of
securities (including fees of the National Association of Securities Dealers,
Inc.), transfer taxes, escrow fees, fees of transfer agents and registrars,
and costs of insurance. The undersigned shall pay all underwriting discounts
and selling commissions applicable to the sale of the Registrable Shares
being registered.
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(e) (i) The Company shall protect, indemnify and hold the
undersigned, and its officers, directors, stockholders, attorneys,
accountants, employees, affiliates, successors and assigns, harmless from any
and all demands, claims, actions, causes of actions, lawsuits, proceedings,
investigations, judgments, losses, damages, injuries, liabilities,
obligations, expenses and costs (including costs of litigation and attorneys'
fees), arising out of or based upon (aa) any untrue statement or alleged
untrue statement of any material fact contained in or incorporated by
reference into the Registration Statement, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto,
(bb) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (cc) any material violation by the Company of any rule or
regulation promulgated under Act applicable to the Company and relating to
action or inaction by the Company in connection with any such registration;
provided, however, that the Company shall not be liable in the case of (aa)
and (bb)above if and to the extent that the event otherwise giving rise to
indemnification arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in conformity with
information furnished by a person otherwise entitled to indemnification in
writing specifically for use in the Registration Statement or prospectus or
information contained in a writing that has been expressly approved by a
person otherwise entitled to indemnification.
(ii) The undersigned shall protect, indemnify and hold the
Company and its officers, directors, stockholders, attorneys, accountants,
employees, affiliates, successors and assigns, harmless from any and all
demands, claims, actions, causes of actions, lawsuits, proceedings,
investigations, judgments, losses, damages, injuries, liabilities,
obligations, expenses and costs (including costs of litigation and attorneys'
fees), arising out of or based upon (aa) any untrue statement or alleged
untrue statement of any material fact contained in or incorporated by
reference into the Registration Statement, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto,
(bb) the omission or alleged omission to state therein a materialfact
required to be stated therein or necessary to make the statements therein not
misleading, or (cc) any material violation by the undersigned of any rule or
regulation promulgated under the Act applicable to the undersigned and
relating to action or inaction by the undersigned in connection with any such
registration; provided, however, that the undersigned shall be liable in the
case of (aa) and (bb) above only if and to the extent that the event giving
rise to indemnification arises out of or is basedupon an untrue statement or
alleged untrue statement or omission or alleged omission made in conformity
with information furnished by the undersigned in writing specifically for use
in the Registration Statement or prospectus or information contained in
awriting that has been expressly approved by the undersigned.
(iii) Promptly after receipt by an indemnified party under
this Section (e) of notice of the threat or commencement of any action, such
indemnified party shall, if a claim in respectthereof is to be made against
an indemnifying party hereunder, notify each such indemnifying party in
writing thereof, but the omission so to notify an indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
to the extent that the indemnifying party is not prejudice as a result
thereof. In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent
it shall wish, to
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assume and undertake the defense thereof with counsel reasonably satisfactory
to such indemnified party, and, after notice from the indemnifying party to
such indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section (e) for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so elected;
provided, however, that, if the defendants in any such action include both an
indemnified party and an indemnifying party and the related indemnified party
shall have reasonablyconcluded that there may be reasonable defenses
available to it which are different from or additional to those available to
the indemnifying party or if the interests of the indemnified party
reasonably may be believed to conflict with the interests of the indemnifying
party, the indemnified party shall have the right to select separate counsel
and to assume such legal defenses and otherwise to participate in the defense
of such action, with the expenses and fees of such separate counsel and other
expensesrelated to such participation to be reimbursed by the indemnifying
party as incurred. No indemnifying party shall be subject to any liability
for any settlement made without consent which shall not be unreasonably
withheld. No indemnifying party shall consent to the entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of
a release from all liability with respect to such claim or litigation.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement this _____ day of ___________________, 2001.
C. NETWORKS L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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Title:
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Address:
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Accepted as of
__________________ _____, 2001.
HISPANIC TELEVISION NETWORKS, INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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______________________________, President
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CERTIFICATE
Each of the undersigned hereby certifies and acknowledges that the
undersigned has signed and executed the foregoing agreement with multiple
original signature pages at separate locations to be effective immediately
upon signing and that the transmission of a telecopier facsimile of their
respective signatures, each to the other, shall be sufficient to cause the
mutual delivery of this executed agreement in order to bind the parties and
make the agreement effective upon the date of signing. It is further
certified, acknowledged and agreed that the original signature pages are to
be circulated hereafter but that the failure of any party to obtain the
original signature pages hereafter shall not affect the validity and
effectiveness of this agreement which is effective from and after the
execution by all parties and the transmission by telecopier facsimile of the
signature of all parties, each to the other.
IN WITNESS WHEREOF, the parties hereto have signed their names
hereto as of the first date written above.
HISPANIC TELEVISION NETWORKS, INC. C. NETWORKS L.L.C.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ Goritti
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______________________, President Name:
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Title:
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