AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of May 19, 2000, by and
among NEW MILLENNIUM MEDIA INTERNATIONAL, INC., a corporation duly organized and
existing under the laws of the State of Colorado (the "Company") and Swartz
Private Equity, LLC (hereinafter referred to as "Swartz").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Equity Line") of up to Twenty
Five Million Dollars ($25,000,000), excluding any funds paid upon exercise of
the Warrants, of Common Stock of the Company pursuant to that certain Investment
Agreement (the "Investment Agreement") between the Company and Swartz dated on
or about May 19, 2000, the Company has agreed to sell and Swartz has agreed to
purchase, from time to time as provided in the Investment Agreement, shares of
the Company's Common Stock for a maximum aggregate offering amount of Twenty
Five Million Dollars ($25,000,000); and
WHEREAS, pursuant to the terms of the Investment Agreement, the Company has
agreed, among other things, to issue to the Subscriber Commitment Warrants, as
defined in the Investment Agreement, to purchase a number of shares of Common
Stock, exercisable for five (5) years from their respective dates of issuance.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in Agreement and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Issuance of Commitment Warrants. As compensation for entering into the Equity
Line, Swartz received a warrant convertible into 1,000,000 shares of the
Company's Common Stock, in the form attached hereto as Exhibit A (the
"Commitment Warrants").
2. Issuance of Additional Warrants. At the earlier of (i) March 15, 2001 or (ii)
the date of the first Put Notice delivered to Swartz pursuant to the Investment
Agreement, Swartz shall receive additional warrants (the "Additional Warrants"),
to purchase a number of shares of Common Stock, if necessary, such that the sum
of the number of Commitment Warrants and the number of Additional Warrants
issued to Swartz shall equal at least 4% of the number of fully diluted shares
of Common Stock of the Company that are then outstanding. If the Company shall
at any time effect a recapitalization, reclassification or other similar
transaction of such character that the shares of Common Stock shall be changed
into or become exchangeable for a smaller number of shares (a "Reverse Stock
Split"), then on the date of such Reverse Stock Split, and on each one year
anniversary (each, an "Anniversary Date") of the Reverse Stock Split thereafter
throughout the term of the Commitment Warrants, the Company shall issue to
Swartz additional warrants (the "Additional Warrants"), in the form of Exhibit
A, to purchase a number of shares of Common Stock, if necessary, such that the
sum of the number of Warrants and the number of Additional Warrants issued to
Swartz shall equal at least 4.0% of the number of fully diluted shares of Common
Stock of the Company that are outstanding immediately following the Reverse
Stock
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Split or Anniversary Date, as applicable. The Additional Warrants shall be
exerciseable at the same price as the Commitment Warrants, shall have the same
reset provisions as the Commitment Warrants, shall have piggyback registration
rights and shall have a 5-year term.
3. Opinion of Counsel. Concurrently with the issuance and delivery of the
Commitment Opinion (as defined in the Investment Agreement) to the Investor, or
on the date that is six (6) months after the date of this Agreement, whichever
is sooner, the Company shall deliver to the Investor an Opinion of Counsel
(signed by the Company's independent counsel) covering the issuance of the
Commitment Warrants and the Additional Warrants, and the issuance and resale of
the Common Stock issuable upon exercise of the Warrants and the Additional
Warrants.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia applicable to agreements made
in and wholly to be performed in that jurisdiction, except for matters arising
under the Act or the Securities Exchange Act of 1934, which matters shall be
construed and interpreted in accordance with such laws.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this
19th day of May, 2000.
NEW MILLENNIUM MEDIA SUBSCRIBER:
INTERNATIONAL, INC. SWARTZ PRIVATE EQUITY, LLC.
By: /s/ John Thatch By: /s/ Eric S. Swartz
----------------------------- ----------------------------
John Thatch, President & CEO Eric S. Swartz, Manager
New Millennium Media International, Inc. 1080 Holcomb Bridge Road
101 Philippe Parkway Bldg. 200, Suite 285
Suite 300 Roswell, GA 30076
Safety Harbor, FL 34695 Telephone: (770) 640-8130
Telephone: (727) 797-6664 Facsimile: (770) 640-7150
Facsimile: (727) 797-7770
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