Exhibit 10.1 Form of Letter Agreement A
Letter Agreement
Princeton Media Group, Inc. (the "Company") Date:
Dear Sirs:
This letter shall constitute my Notice of Conversion of all Series D
and/or Series E Convertible Preferred Stock and all Convertible Debentures of
the Company held by me, in accordance with the following terms:
1. Any previous Notice of Conversion by me is hereby superseded.
2. The number of shares issuable upon conversion shall be [ ],
which number was determined with reference to my Total Dollar Amount, which
equals $[ ]. I hereby agree to the immediate return to the Company for
cancellation all warrants for the purchase of common shares of the Company
held by me. Within thirty (30) days of execution of this Agreement, the
parties shall determine the total amount of any loss incurred by me resulting
from buy-ins of the Company's common shares necessary to cover any short
positions, and shall add such total amount to the Total Dollar Amount.
3. All common stock issuable upon conversion (the "Common Shares")
shall be delivered by the Company without any restrictive legend directly to a
foreign securities broker who is neither a U.S. Person as defined in
Regulation S nor a U.S. domiciliary (the "Agent") mutually agreed upon by me
and the Company to be held for my benefit by the Agent.
4. The conversion noticed hereby shall be effectuated according to
the following schedule: (a) 7% of the Common Shares shall be issued on my
behalf to the Agent during the week which is the sixth full week after full
execution of this Letter Agreement; (b) an additional 7% shall be issued
during each week thereafter for a consecutive 12 week period; and (c) the
remaining 9% shall be issued during the next week thereafter (the last day of
such week, the "End Date").
5. For purposes of this paragraph 5, Return shall mean the amount of
cash proceeds from sales of my Common Shares (if any) plus any unsold Common
Shares, which unsold shares shall be valued at the 5-day average closing bid
price for the week of issuance of such shares. The Agent shall deliver to me
all cash proceeds from sales of my Common Shares within ten (10) days after
the date of each respective sale. If the Agent fails to timely deliver to me
sale proceeds as set forth in the foregoing sentence, then the Company shall
suspend all further issuances of shares to the Agent and all shares shall be
issued directly to me or my written designee, according to the same schedule
as set forth in paragraph 4 above. If the Agent has not delivered to me,
within 15 days following the End Date, a Return which equals my Total Dollar
Amount, then the Company shall make up any shortfall within twenty (20) days
thereafter, either in cash or in common stock of the Company, such shares
being valued according to the then most recent 5-day average closing bid
price, or any combination thereof; provided, however, that if the Agent has
delivered to me, within 15 days following the End Date, a Return which equals
at least 70% of my Total Dollar Amount, then the Company shall have a period
of thirty (30) days to make up any shortfall, in cash or common stock as set
forth above. I acknowledge that I shall not be entitled to any Return
exceeding my Total Dollar Amount, but that any such excess shall be forfeited
to the Agent.
6. My signature below shall constitute a reaffirmation as of this
date of my Offshore Securities Subscription Agreement with the Company, which
is incorporated herein by reference in its entirety. I acknowledge that the
40-day "Restricted Period" with respect to all securities of the Company
purchased by me or to be delivered to me pursuant to my Preferred Stock or
Convertible Debentures, including securities to be delivered pursuant to this
Notice of Conversion, will commence this date, due to such reaffirmation.
7. As further consideration for my entering into the arrangement
described herein, the Company hereby agrees to issue to me warrants for the
purchase of [ ] shares of common stock in the Company at an exercise
price of $4.85 per share; warrants for the purchase of [ ] shares at $5.85
per share; warrants for the purchase of [ ] shares at $6.85 per share;
warrants for the purchase of [ ] shares at $7.85 per share; and warrants
for the purchase of [ ] shares at $8.85 per share. All of said warrants
shall have a two-year exercise period commencing on the date of issuance.
8. If the Company does not fulfill any of its obligations (fails to
perform even partially) hereunder by August 15, 1997, then I shall be entitled
to all of the privileges and protections granted and detailed in the
subscription documents and Certificate of Designation of the Series D
Preferred shares or convertible debentures, including the attachable warrants.
If the Company does not fulfill all of its obligations hereunder by August
15, 1997 (including making up any shortfall during the appropriate time period
as referenced in paragraph 5), then the Company shall pay to me within thirty
(30) days thereafter, in cash or stock at the Company's option, the amount
then remaining due of the Total Dollar Amount. If paid in stock, such shares
shall be valued according to the then most recent 5-day average closing bid
price.
9. I further, on behalf of myself and my representatives, heirs and
assigns, do hereby release, acquit, and forever discharge the Company and its
successors and assigns, its agents, servants, directors, officers,
stockholders, employees, divisions, subdivisions, subsidiaries, and
affiliates, of and from any and all past and present claims, counterclaims,
demands, actions, causes of action, liabilities, damages, costs, loss of
services, expenses, compensation, third-party actions, suits at law or in
equity, of every nature and description, whether known or unknown, suspected
or unsuspected, foreseen or unforeseen, real or imaginary, and whether arising
at law or in equity, under the common law, state or federal law, or any other
law, or otherwise, except, however, those obligations of the Company pursuant
to the Series D and E Convertible Preferred Stock or Convertible Debentures of
the Company held by me, taking into account this Agreement.
10. The Company, on behalf of itself and its successors and assigns,
its agents, servants, directors, officers, stockholders, employees, divisions,
subdivisions, subsidiaries, and affiliates, does hereby release, acquit, and
forever discharge me and my representatives, heirs and assigns, of and from
any and all past and present claims, counterclaims, demands, actions, causes
of action, liabilities, damages, costs, loss of services, expenses,
compensation, third-party actions, suits at law or in equity, of every nature
and description, whether known or unknown, suspected or unsuspected, foreseen
or unforeseen, real or imaginary, and whether arising at law or in equity,
under the common law, state or federal law, or any other law, or otherwise.
Witness: Signature of Stockholder:
Print Name: Print Name:
Witness: Signature of Joint Owner, If Any:
Print Name: Print Name:
Princeton Media Group, Inc. hereby agrees to the terms set forth above.
Princeton Media Group, Inc.
By:
