NEW FRONTIER MEDIA, INC.Confidentiality Agreement • October 29th, 2012 • LFP Broadcasting, LLC • Services-motion picture & video tape distribution • Colorado
In connection with your consideration of a possible transaction (“Transaction”) involving New Frontier Media, Inc., a Colorado corporation (the “Company”), you have requested or may receive, at the direction of the Special Committee of the Board of Directors of the Company (the “Special Committee”) which is overseeing consideration of a Transaction on behalf of the Company’s Board of Directors, certain information regarding the Transaction or the Company, which is non-public, confidential and/or proprietary in nature, the unauthorized disclosure or use of which has the potential to cause the Company substantial harm or breach of applicable law, including the U.S. securities laws. Avondale Partners, LLC (“Avondale”) is the financial advisor to the Special Committee.
JOINT FILING AGREEMENTJoint Filing Agreement • December 7th, 2012 • LFP Broadcasting, LLC • Services-motion picture & video tape distribution
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to shares of the common stock, par value $0.0001, of New Frontier Media, Inc., and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
DEPOSIT ESCROW AGREEMENTDeposit Escrow Agreement • October 29th, 2012 • LFP Broadcasting, LLC • Services-motion picture & video tape distribution • Colorado
THIS DEPOSIT ESCROW AGREEMENT (“Deposit Escrow Agreement”) is made and entered into this 15th day of October, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), Flynt Broadcast, Inc., a Colorado corporation (“Merger Sub”), and New Frontier Media, Inc., a Colorado corporation (“Company”), and U.S. Bank National Association, a national banking association (“Escrow Agent”).
