AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Amendment to the Securities Purchase Agreement, dated June 3, 1998
(the "Securities Purchase Agreement"), is made and entered into as of August 25,
1998 by and between THE AUGUSTINE FUND ("Buyer") and NEW FRONTIER MEDIA, INC.
(the "Company"). Capital ized terms used herein shall have same meanings
assigned to such terms in the Securities Purchase Agreement, unless otherwise
defined herein.
W I T N E S S E T H:
WHEREAS, Buyer and the Company desire to amend the Securities Purchase
Agreement to increase the amount of the call option set forth in Section 4(g)
thereof from $1,350,000 to $10,000,000.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Section 4(g) of the Securities Purchase Agreement is hereby
deleted in its entirety and replaced with the following:
" 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 $10,000,000 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 $500,000;
(iii) There must be at least 30 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 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."
2. The Securities Purchase Agreement is further amended by the
addition of the following new Section 4(k):
"k. Right of Approval of Other Private Financings. In consideration of
the Buyer's agreement to increase the size of the Call option set forth in
Section 4(g) above to $10,000,000, the Company agrees not to seek or otherwise
secure any other private financings during the term of the Call option, whether
in the form of debt or equity, other than the $400,000 Call option provided by
Pro Futures Special Equities Fund, L.P. under its Securities Purchase Agreement
with the Company, dated June 3, 1998, without first obtaining Buyer's consent to
such proposed financing."
3. The Securities Purchase Agreement, as amended by this Amendment, and
the Exhibits and Schedules thereto, contains the entire agreement between the
parties hereto and there are no agreements, warranties or representations which
are not set forth therein or herein. This Amendment may not be modified or
amended except by an instrument in writing duly signed by or on behalf of the
parties hereto.
4. This Amendment shall be governed by and construed and enforced in
accordance with the local laws of the State of Illinois applicable to agreements
made and to be performed entirely within the State, without regard to conflict
of laws principles.
5. This Amendment may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
EXECUTED THE DATE FIRST ABOVE WRITTEN.
THE AUGUSTINE FUND NEW FRONTIER MEDIA, INC.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxx
