FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this
"Amendment") dated January 22, 2001, amends that certain Securities Purchase
Agreement ("the Agreement") dated November 17, 2000, by and between New Visual
Entertainment, Inc. (the "Company") and those persons identified in Annex A to
the Agreement (the "Investors").
RECITALS
WHEREAS, the Company and the Investors desire to effect certain
amendments to the Agreement which are to the mutual benefit of both the Company
and the Investors;
NOW, THEREFORE, in consideration of the above premises, and for good
and valuable consideration, the sufficiency and adequacy of which is hereby
acknowledged, the Company and the Investors agree as follows:
1. AMENDMENT TO SECTION 3.1. Section 3.1 of the Agreement is hereby
deleted in its entirety to be replaced by the following:
"During the Term, the Company, may, in its sole discretion, issue a
number of Draw Down Notices, each with respect to a draw down (a "Draw
Down"), which Draw Down the Purchaser shall be obligated to accept, of
a Draw Down amount of up to $500,000 (each a "Draw Down Amount");
provided, however, that the Investors may refuse, in their sole
discretion, on or before the Closing Date, to close on any Draw Down in
which either (a) the Average Sales Price is below $2 per share, (b) the
average daily trading volume in the Company's Common Stock for the
twenty consecutive trading days ending on the last day of the Pricing
Period is below 36,500 shares per day, or (c) the sum of (i) the
aggregate amount of funds actually received by the Company pursuant to
Closings of Draw Downs hereunder plus (ii) the amount of any funds
received by the Company after the date of this Amendment in
consideration of the issuance by the Company of any capital stock,
exceeds $5,000,000 (excluding any funds raised by the Company solely
for its motion picture project)."
2. AMENDMENT TO SECTION 3.5. Section 3.5 of the Agreement shall be deleted
in its entirety.
3. CONTINUANCE OF AGREEMENT. Except as amended hereby, the Agreement shall
remain in full force and effect in accordance with its terms.
4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.
5. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which, if taken together, shall constitute one
and the same document.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Securities Purchase Agreement as of the date first above written.
NEW VISUAL ENTERTAINMENT, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.
President and Chief Executive Officer
LILLY BETER CAPITAL GROUP, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
INTERNATIONAL CARIBBEAN TRUST LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Agent of Record for this Agreement
PROMETHEUS TRUST LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Agent of Record for this Agreement
CUTTING EDGE TRUST LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Agent of Record for this Agreement
WIND & SEA TRUST LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Agent of Record for this Agreement
▇▇▇▇▇▇▇▇▇▇ LANDING TRUST LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Agent of Record for this Agreement
QUAIL RUN TRUST LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Agent of Record for this Agreement
TRU COLOR TRUST LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Agent of Record for this Agreement
