Securities Purchase Agreement - New Frontier Media Inc. and The Augustine Fund
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of
acceptance set forth below, is entered into by and between NEW FRONTIER MEDIA,
INC., a Colorado corporation, with headquarters located at 1050 Walnut Street,
Suite 301, Boulder, CO 80302 (the "Company"), and the undersigned (the "Buyer").
W I T N E S S E T H:
WHEREAS, the Company and the Buyer are executing and
delivering this Agreement in accordance with and in reliance upon the exemption
from securities registration afforded, inter alia, by Rule 506 under Regulation
D ("Regulation D" as promulgated by the United States Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933
Act"), and/or Section 4(2) of the 1933 Act; and
WHEREAS, the Buyer wishes to purchase, upon the terms and
subject to the conditions of this Agreement, 8% Convertible Debentures (the
"Debentures"), of the Company which will be convertible into shares of Common
Stock, $.0001 par value per share of the Company (the "Common Stock"), upon the
terms and subject to the conditions of such Debentures (the Common Stock and the
Debentures sometimes referred to herein as the "Securities"), and subject to
acceptance of this Agreement by the Company;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AGREEMENT TO PURCHASE; PURCHASE PRICE.
a. Purchase. The undersigned hereby agrees to initially
purchase from the Company, the Debentures of the Company, in the principal
amount set forth on the signature page of this Agreement, out of a total
offering of $3,500,000 in Debentures as more specifically set forth in P. 4(h),
and having the terms and conditions and being in the form attached hereto as
Annex I. The purchase price for the Debentures shall be as set forth on the
signature page hereto and shall be payable in United States Dollars.
b. Form of Payment. The Buyer shall pay the purchase price for
the Debentures by delivering immediately available good funds in United States
Dollars to the Company in an amount equal to the principal amount of Debentures
being so purchased, less the $500,000 heretofore advanced to the Company
pursuant to that certain bridge note dated May 19, 1998 (the "Bridge Note").
Promptly following payment by the Buyer to the Company of the purchase price of
the Debentures, the Company shall deliver the Debentures duly executed on behalf
of the Company to the Buyer, and the Bridge Note shall be cancelled and deemed
to have been paid in full.
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2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO
INFORMATION; INDEPENDENT INVESTIGATION.
The Buyer represents and warrants to, and covenants and
agrees with, the Company as follows:
a. Without limiting Buyer's right to sell the Common Stock
pursuant to the Registration Statement (as defined below), the Buyer is
purchasing the Debentures and will be acquiring the shares of Common Stock
issuable upon conversion of the Debentures for its own account for investment
only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof;
b. The Buyer is (i) an "accredited investor" as that term is
defined in Rule 501 of the General Rules and Regulations under the 1933 Act by
reason of Rule 501(a)(3), and (ii) experienced in making investments of the kind
described in this Agreement and the related documents, (iii) able, by reason of
the business and financial experience of its officers (if an entity) and
professional advisors (who are not affiliated with or compensated in any way by
the Company or any of its affiliates or selling agents), to protect its own
interests in connection with the transactions described in this Agreement, and
the related documents, and (iv) able to afford the entire loss of its investment
in the Securities;
c. All subsequent offers and sales of the Debentures and the
shares of Common Stock issuable upon conversion of, or issued as dividends on,
the Debentures (the "Shares" or "Common Stock") by the Buyer shall be made
pursuant to registration of the Shares under the 1933 Act or pursuant to an
exemption from registration;
d. The Buyer understands that the Debentures are being offered
and sold, and the Shares are being offered, to it in reliance on specific
exemptions from the registration requirements of United States federal and state
securities laws and that the Company is relying upon the truth and accuracy of,
and the Buyer's compliance with, the representations, warranties, agreements,
acknowledgements and understandings of the Buyer set forth herein in order to
determine the availability of such exemptions and the eligibility of the Buyer
to acquire the Debentures and to receive an offer of the Shares;
e. The Buyer and its advisors, if any, have been furnished
with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Debenture and the
offer of the Shares which have been requested by the Buyer. The Buyer and its
advisors, if any, have been afforded the opportunity to ask questions of the
Company and have received complete and satisfactory answers to any such
inquiries. Without limiting the generality of the foregoing, the Buyer has also
had the opportunity to obtain and to review the Company's (1) Quarterly Report
on Form 10-Q for the fiscal quarter ended December 31, 1997 and (2) Form SB-2
dated February 11, 1998 (the "Company's SEC Documents").
f. The Buyer understands that its investment in the
Securities involves a high degree of risk;
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g. The Buyer understands that no United States federal
or state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Securities;
h. This Agreement has been duly and validly authorized,
executed and delivered on behalf of the Buyer and is a valid and binding
agreement of the Buyer enforceable in accordance with its terms, subject as to
enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium and other similar laws affecting the enforcement of creditors' rights
generally.
i. Neither the Buyer, nor any affiliate of the Buyer, will
enter into, any put option, short position, or other similar position with
respect to the Debentures or the Shares.
j. Notwithstanding the provisions hereof or of the Debentures,
in no event (except with respect to an Event of Mandatory Conversion upon the
maturity of the Debentures) shall the holder be entitled to convert any
Debenture to the extent after such conversion, the sum of (1) the number of
shares of Common Stock beneficially owned by the Buyer and its affiliates (other
than shares of Common Stock which may be deemed beneficially owned through the
ownership of the unconverted portion of the Debenture), and (2) the number of
shares of Common Stock issuable upon the conversion of the Debenture with
respect to which the determination of this proviso is being made, would result
in beneficial ownership by the Buyer and its affiliates of more than 4.99% of
the outstanding shares of Common Stock. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), except as otherwise provided in clause (1) of such proviso. In
addition, the Company and Buyer agree that until the Company either obtains
shareholder approval of the issuance of the shares of Common Stock upon
conversion of the Debentures and exercise of the Warrants herein described, or
an exemption from Nasdaq's corporate governance rules as they may apply to such
issuable shares, the Buyer may not and will not convert the Debentures into more
than 19.9% of the shares of Company's Common Stock outstanding on the date
hereof (the "Common Share Limit").
3. COMPANY REPRESENTATIONS, ETC.
The Company represents and warrants to the Buyer that:
a. Concerning the Shares. There are no preemptive
rights of any stockholder of the Company, as such, to acquire the Common Stock.
b. Reporting Company Status. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado, and has the requisite corporate power to own its properties and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in each jurisdiction
where the nature of the business conducted or property owned by it makes such
qualification necessary other than those jurisdictions in which the failure to
so qualify would not
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have a material and adverse effect on the business, operations, properties,
prospects or condition (financial or otherwise) of the Company. The Company has
registered its Common Stock pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the Common Stock is listed and
traded on the NASDAQ/Small Cap Market. The Company shall promptly provide to
Buyer copies of any notices it receives regarding the continued eligibility of
the Common Stock for listing on the NASDAQ/Small Cap Market.
c. Authorized Shares. The Company has sufficient authorized
and unissued Shares as may be reasonably necessary to effect the conversion of
the Debentures. The Shares have been duly authorized and, when issued upon
conversion of, or as interest on, the Debentures, will be duly and validly
issued, fully paid and non-assessable and will not subject the holder thereof to
personal liability by reason of being such holder.
d. Securities Purchase Agreement; Registration Rights
Agreement and Stock. This Agreement and the Registration Rights Agreement, the
form of which is attached hereto as Annex II (the "Registration Rights
Agreement"), and the transactions contemplated thereby, have been duly and
validly authorized by the Company, this Agreement has been duly executed and
delivered by the Company and this Agreement is, and the Registration Rights
Agreement, when executed and delivered by the Company, will be, valid and
binding agreements of the Company enforceable in accordance with their
respective terms, subject as to enforceability to general principles of equity
and to bankruptcy, insolvency, moratorium, and other similar laws affecting the
enforcement of creditors' rights generally; and the Debentures will be duly and
validly authorized and, when executed and delivered on behalf of the Company in
accordance with this Agreement, will be a valid and binding obligation of the
Company in accordance with its terms, subject to general principles of equity
and to bankruptcy, insolvency, moratorium, or other similar laws affecting the
enforcement of creditors' rights generally.
e. Non-contravention. The execution and delivery of this
Agreement and the Registration Rights Agreement by the Company, the issuance of
the Securities, and the consummation by the Company of the other transactions
contemplated by this Agreement, the Registration Rights Agreement, and the
Debentures do not and will not conflict with or result in a breach by the
Company of any of the terms or provisions of, or constitute a default under (i)
the articles of incorporation or by-laws of the Company, (ii) any indenture,
mortgage, deed of trust, or other material agreement or instrument to which the
Company is a party or by which it or any of its properties or assets are bound,
including any listing agreement for the Common Stock except as herein set forth,
(iii) to its knowledge, any existing applicable law, rule, or regulation or any
applicable decree, judgment, or (iv) to its knowledge, order of any court,
United States federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over the Company or any of its properties
or assets, except such conflict, breach or default which would not have a
material adverse effect on the transactions contemplated herein. The Company is
not in violation of any material laws, governmental orders, rules, regulations
or ordinances to which its property, real, personal, mixed, tangible or
intangible, or its businesses related to such properties, are subject.
f. Approvals. No authorization, approval or consent of any
court, governmental
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body, regulatory agency, self-regulatory organization, or stock exchange or
market is required to be obtained by the Company for the issuance and sale of
the Securities to the Buyer as contemplated by this Agreement, except such
authorizations, approvals and consents that have been obtained.
g. SEC Documents, Financial Statements. The Common Stock of
the Company is registered pursuant to Section 12(g) of the Exchange Act and the
Company has filed on a timely basis all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the Exchange Act, including material filed pursuant
to Section 13(a) or 15(d), in addition to one or more registration statements
and amendments thereto heretofore filed by the Company with the SEC under the
Act (all of the foregoing including filings incorporated by reference therein
being referred to herein as the "SEC Documents"). The Company, through its
agent, has delivered to the Buyer true and complete copies of the SEC Documents
(except for exhibits and incorporated documents). The Company has not provided
to the Buyer any information which, according to applicable law, rule or
regulation, should have been disclosed publicly by the Company but which has
not been so disclosed, other than with respect to the transactions contemplated
by this Agreement.
As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the Act or the Exchange Act as
the case may be and the rules and regulations of the SEC promulgated thereunder
and other federal, state and local laws, rules and regulations applicable to
such SEC Documents, and none of the SEC Documents contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC or other applicable rules and regulations with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim
statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of operations
and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).
h. Absence of Certain Changes. Since April 30, 1997, there
has been no material adverse change and no material adverse development in the
business, properties, operations, financial condition, or results of operations
of the Company.
i. Full Disclosure. There is no fact known to the Company
(other than general economic conditions known to the public generally) or as
disclosed in the documents referred to in Section 2(e), that has not been
disclosed in writing to the Buyer that (i) would reasonably be expected to have
a material adverse effect on the business or financial condition of the Company
or (ii) would reasonably be expected to materially and adversely affect the
ability of the Company to perform its obligations pursuant to this Agreement.
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j. Absence of Litigation. Except as disclosed in the SEC
Documents referred to in Section 2(e), which the Buyer has reviewed, there is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board or body pending or, to the knowledge of the Company, threatened
against or affecting the Company, wherein an unfavorable decision, ruling or
finding would have a material adverse effect on the business or financial
condition of the Company or the transactions contemplated by this Agreement or
any of the documents contemplated hereby or which would adversely affect the
validity or enforceability of, or the authority or ability of the Company to
perform its obligations under, this Agreement or any of such other documents.
k. Absence of Events of Default. No Event of Default, as
defined in the respective agreement to which the Company is a party, and no
event which, with the giving of notice or the passage of time or both, would
become an Event of Default (as so defined), has occurred and is continuing,
which would have a material adverse effect on the Company's financial condition
or results of operations.
l. Prior Issues. During the twelve (12) months preceding
the date hereof, the Company has not issued any convertible securities.
4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.
a. Transfer Restrictions. The Buyer acknowledges that (1) the
Debentures have not been and are not being registered under the provisions of
the 1933 Act and, except as provided in the Registration Rights Agreement, the
Shares have not been and are not being registered under the 1933 Act, and may
not be transferred unless (A) subsequently registered thereunder or (B) the
Buyer shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; (2) any sale of the Securities made in
reliance on Rule 144 promulgated under the 1933 Act may be made only in
accordance with the terms of said Rule and further, if said Rule is not
applicable, any resale of such Securities under circumstances in which the
seller, or the person through whom the sale is made, may be deemed to be an
underwriter, as that term is used in the 1933 Act, may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (3) neither the Company nor any other person is under any
obligation to register the Securities (other than pursuant to the Registration
Rights Agreement) under the 1933 Act or to comply with the terms and conditions
of any exemption thereunder.
b. Restrictive Legend. The Buyer acknowledges and agrees that
the Debentures, and, until such time as the Common Stock has been registered
under the 1933 Act as contemplated by the Registration Rights Agreement and sold
in accordance with an effective registration statement ("Registration
Statement"), the Shares issued to the Holder upon conversion of the Debentures
shall bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the Debentures and such
Shares):
THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
<PAGE>
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
c. Registration Rights Agreement. The parties hereto agree
to enter into the Registration Rights Agreement, in substantially the form
attached hereto as Annex II, on or before the Closing Date.
d. Filings. The Company undertakes and agrees to make all
necessary filings in connection with the sale of the Debentures to the Buyer
under any United States laws and regulations, or by any domestic securities
exchange or trading market, and to provide a copy thereof to the Buyer promptly
after such filing.
e. Reporting Status. So long as the Buyer beneficially owns
any of the Debentures, the Company shall file all reports required to be filed
with the SEC pursuant to Section 13 or 15(d) of the 1934 Act, and the Company
shall not terminate its status as an issuer required to file reports under the
1934 Act even if the 1934 Act or the rules and regulations thereunder would
permit such termination.
f. Use of Proceeds. The Company will use the proceeds from the
sale of the Debentures (excluding amounts paid by the Company for legal fees in
connection with the sale of the Debentures) for the purchase of film rights,
equipment and working capital/deposits purposes, and shall not, directly or
indirectly, use such proceeds for any loan to or investment in any other
corporation, partnership enterprise or other person.
g. Call Option. At the option of the Company, for a period of
24 months following the date of this Agreement, the Buyer agrees to purchase up
to an additional $1,350,000 principal amount of Debentures (the "Additional
Debentures") upon three (3) business days' written notice (which may be given
after the close of the market but prior to 5:30 P.M. New York time) to the
Buyer, subject to the following conditions:
(i) The Registration Statement required to be filed under the
Registration Rights Agreement shall have been declared
effective, and no stop order shall have been issued with
respect thereto;
(ii) The dollar amount of each Call shall be as follows: $450,000
for the first Call and $450,000 each for the second and
third Calls;
(iii) There must be at least 30 business days between each Call;
(iv) No Call may be delivered to the extent that it will result in
the issuance of common shares in excess of the Common Share
Limit, or to the extent that the common shares
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subject to the Call are not then reserved and authorized to
be issued by the Company;
(v) The Company's share price on the date of the Call must be at
least $2.50 per share. In addition, if the share price is
below $3.00, the average volume of the Company's Common Stock
for the sixty days preceding the date of the Call must be at
least 25,000 shares per day; and
(vi) If the conditions in subsection (v) above are not satisfied
for any period of six (6) consecutive months following the
effective date of the above-referenced Registration Statement,
the Call shall be deemed to have expired pursuant to its own
terms.
Each such additional Closing will occur on or before the third business
day following the Call notice from the Company.
h. Available Shares. The Company shall have at all times
authorized and reserved for issuance, free from preemptive rights, shares of
Common Stock sufficient to yield the number of shares of Common Stock issuable
at conversion as may be required to satisfy the conversion rights of the Buyer
pursuant to the terms and conditions of the Debentures.
i. Warrants. The Company agrees to issue to Buyer within
thirty (30) days after the Closing Date transferable divisible warrants, in the
form annexed hereto as Annex IV (the "Warrants") for 135,000 shares of Common
Stock. Such Warrants shall bear an exercise price per share of Common Stock
equal to 110% of the Closing Price, as defined in the Debentures, and shall be
immediately exercisable and for a period of three (3) years thereafter together
with piggy-back registration rights, and demand registration rights, as
provided in the Registration Rights Agreements.
j. Non-Public Information. The Company shall in no event
disclose non-public information to the Buyer, advisors to or representatives of
the Buyer unless prior to disclosure of such information the Company marks such
information as "Non-Public Information - Confidential" and provides the Buyer,
such advisors and representatives with a reasonable opportunity to accept or
refuse to accept such non-public information for review. Nothing herein shall
require the Company to disclose non-public information to the Buyer or its
advisors or representatives, and the Company represents that it does not
disseminate non-public information to any Buyers who purchase stock in the
Company in a public offering, to money managers or to securities analysts;
provided, however, that notwithstanding anything herein to the contrary, the
Company will, as hereinabove provided, immediately notify the advisors and
representatives of the Buyer and, if any, underwriters, of any event or the
existence of any circumstance (without any obligation to disclose the specific
event or circumstance) of which it becomes aware, constituting non-public
information (whether or not requested of the Company specifically or generally
during the course of due diligence by such persons or entities), which, if not
disclosed in the prospectus included in the registration statement, would cause
such prospectus to include a material misstatement or to omit a material fact
required to be stated therein in order to make the statements, therein, in light
of the circumstances in which they were made, no misleading. Nothing herein
shall be construed to mean that such persons or entities other than the Buyer
(without the written consent
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of the Buyer prior to disclosure of such information) may not obtain non-public
information in the course of conducting due diligence in accordance with the
terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due
diligence by such persons or entities, that the Registration Statement contains
an untrue statement of a material fact or omits a material fact required to be
stated in the Registration Statement or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading.
5. TRANSFER AGENT INSTRUCTIONS.
(a) In order to effect the conversion of all or part of the
Debenture, the Debentureholder shall issue a notice of conversion substantially
in the form attached hereto (the "notice of conversion") which may be by
facsimile and surrender the Debenture for conversion if the Debenture is not
already in possession of the Company. Each conversion of all or any portion of
the Debenture will be deemed to have been effected as of the close of business
on the date on which such notice of conversion is delivered to the principal
office of the Company via facsimile. At such time as such conversion has been
effected, to the extent that any portion of the Debenture is converted, the
rights of the Debentureholder with respect to such portion of the Debenture
shall cease and the Debentureholder shall be deemed to have become the holder o
record of the shares of conversion Shares represented thereby.
(b) No fractional shares of Common Stock shall be issued upon
conversion of the Debenture. In lieu of any fractional share to which the holder
would otherwise be entitled, the Company shall round up to the nearest whole of
Common Share.
(c) The Company shall, immediately upon receipt of a notice of
conversion, issue and deliver to or upon the order of such Debentureholder,
against delivery of the Debentures which have been converted, a certificate or
certificates for the number of shares of Common Stock to which such holder
shall be entitled and such certificate or certificates shall not bear any
restrictive legend; provided (a) the Common Stock evidenced thereby are sold
pursuant to an effective registration statement under the Securities Act, (b)
the holder provides the Company with an opinion of counsel reasonably acceptable
to the Company to the effect that a public sale of such shares may be made
without registration under the Securities Act, or (c) such holder provides the
Company with reasonable assurance that such shares can be sold free of any
limitations imposed by Rule 144, promulgated under the Securities Act. The
Company shall cause such issuance and delivery to be effected within five (5)
business days and shall transmit the certificates by messenger or overnight
delivery service, or via the DWAC system, to reach the address designated by
such holder within five (5) business days after the receipt of such notice.
6. GOVERNING LAW: MISCELLANEOUS.
This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Illinois. Each of the parties consents
to the jurisdiction of the federal courts whose districts encompass any part of
the City of Chicago or the state courts of the State of Illinois sitting in the
City of Chicago in connection with any dispute arising under this Agreement and
hereby
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waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non conveniens, to the bringing of any such proceeding
in such jurisdictions. A facsimile transmission of this signed Agreement shall
be legal and binding on all parties hereto. This Agreement may be signed in one
or more counterparts, each of which shall be deemed an original. The headings
of this Agreement are for convenience of reference and shall not form part of,
or affect the interpretation of, this Agreement. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement or the validity or enforceability of this
Agreement in any other jurisdiction. This Agreement may be amended only by an
instrument in writing signed by the party to be charged with enforcement. This
Agreement supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof.
7. NOTICES. Any notice required or permitted hereunder shall
be given in writing (unless otherwise specified herein) and shall be deemed
effectively given, (i) on the date delivered, (a) by personal delivery, or (b)
if advance copy is given by fax, (ii) seven business days after deposit in the
United States Postal Service by regular or certified mail, or (iii) three
business days mailing by international express courier, with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses, or at such other addresses as a party may designate by ten
days advance written notice to each of the other parties hereto.
COMPANY: NEW FRONTIER MEDIA, INC.
1050 Walnut Street, Suite 301
Boulder, CO 80302
ATTN: Mr. Mark H. Kreloff
Telecopier No.: (303) 444-0734
with a copy to:
Lehman & Eilen, Esqs.
50 Charles Lindbergh Blvd.
Uniondale, New York 11553
Attention: Hank Gracin, Esq.
Telecopier No.: (516) 222-0948
BUYER: At the address set forth on the signature page of
this Agreement.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Company's
representations and warranties shall survive the execution and delivery hereof
of this Agreement and the delivery of the Debentures and the Purchase Price, and
shall inure to the benefit of their respective successors and assigns.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by
the Buyer or one of its officers thereunto duly authorized as of the date set
forth below.
AGGREGATE INITIAL PURCHASE PRICE OF SUCH DEBENTURE: $1,350,000
SIGNATURES FOR ENTITIES
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Agreement to be duly
executed on its behalf this 3rd day of June, 1998.
144 W. Jackson The Augustine Fund
-------------------------------- -------------------------------
Address Printed Name of Subscriber
Chicago, Illinois
--------------------------------
By: /s/ Thomas F. Duzynski
----------------------------
Telecopier No. (Signature of Authorized Person)
----------------- Thomas F. Duzynski
---------------------------------
Printed Name and Title
Illinois
--------------------------------
Jurisdiction of Incorporation
or Organization
This Agreement has been accepted as of the date set forth
below.
NEW FRONTIER MEDIA, INC.
By: /s/ Mark H. Kreloff
-------------------------------------
Mark H. Kreloff, Chairman & CEO