SECURITIES PURCHASE AGREEMENT
CONFIDENTIAL
FINAL
THIS SECURITIES PURCHASE
AGREEMENT (this "Agreement"), dated as of September 15, 2006, by and among
NPN
Asset Acquisitions, Inc. ("Company"), a corporation organized and existing
under
the laws of the State of Florida, NBC-NPN Holding, Inc. ("Buyer"), a corporation
organized and existing under the laws of the State of Delaware, and also
Connected Media Technologies, Inc. ("CMT"), a corporation organized and
existing
under the laws of the State of Delaware, but solely with respect to the
representations and warranties with respect to the Shares (as that term
is
defined herein).
WITNESSETH
WHEREAS,
the Company, the Buyer, and CMT are executing and delivering this Agreement
in
reliance upon an exemption from securities registration pursuant to Section
4(2)
and/or Rule 506 of Regulation D ("Regulation D") as promulgated by the
U.S.
Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933,
as amended (the "Securities Act"); and
WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall cause CMT to issue and sell to Buyer Fifteen
Million
(15,000,000) shares of CMT's common stock, par value $0.0001 (the "Shares")
as
part of the consideration for Buyer's execution and delivery of the Assignment
Agreement by and among the Company, Buyer, and Newspronet Interactive,
LLC
("NPN").
NOW,
THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement, and for other good and valuable
consideration, the receipt of which each party hereto acknowledges, Company,
Buyer and CMT hereby agree as follows:
1.
PURCHASE ANDSALE
OF
SHARES.
(a)
Purchase of Shares. Subject to
the satisfaction or waiver of the terms
and conditions of this Agreement, Buyer agrees to purchase at Closing,
and the
Company agrees to cause CMT to issue to Buyer at Closing, Fifteen Million
Shares
(15,000,000) of CMT's Common Stock.
(b)
Closing Date. The Closing
shall occur simultaneously with the closing of
the transactions described in the Assignment Agreement.
(c)
Form of Payment. Subject to
the satisfaction of the terms and conditions
of this Agreement and execution of the Content License Agreement by and
between
Company and Buyer, the Buyer will deliver the Assignment Agreement to the
Company or an agreed-upon escrow agent, as the parties may mutually agree.
2.
BUYER'S REPRESENTATIONS
AND
WARRANTIES.
Buyer represents and
warrants to Company and CMT that:
(a)
Investment Purpose. Buyer is
acquiring the Shares for its own account for investment only and not with
a view
towards, or for resale in connection with, the public sale or distribution
thereof, except pursuant to sales registered or exempted under the Securities
Act; provided, however, that by making the representations herein, Buyer
reserves the right to dispose of the Shares at any time in accordance with
any
available exemption under the Securities Act.
(b)
Accredited Investor
Status. Buyer is an "Accredited Investor" as that
term is defined in Rule 50l(a)(3) of Regulation D.
(c)
Reliance on Exemptions. Buyer understands
that the Shares are being
delivered to it in reliance on specific exemptions from the registration
requirements of United State federal and state securities laws and that
the CMT
and the Company is relying in part upon the truth and accuracy of, and
such
Buyer's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Buyer set forth herein in order
to
determine the availability of such exemptions and the eligibility of such
Buyer
to acquire such securities.
(d)
Information. Buyer and
its advisors have been furnished with all
materials relating to the business, finances and operations of CMT and
the
Company and information material to making an informed investment decision
regarding its purchase of the Shares, which have been requested by Buyer.
Buyer
and its advisors have been afforded the opportunity to ask questions of
CMT and
the Company and each of such company's management. Buyer understands that
its
investment in the Shares involves a high degree of risk. Buyer has sought
such
accounting, legal and tax advice, as it has considered necessary to make
an
informed investment decision with respect to its acquisition of the
Shares.
(e)
No Governmental
Review. Buyer understands that no United States federal
or state agency or any other government or governmental agency has passed
on or
made any recommendation or endorsement of the Shares, or the fairness or
suitability of the investment in the Shares, nor have such authorities
passed
upon or endorsed the merits of the offering of the Shares.
(f)
Transfer or Resale. Buyer understands
that the Shares are not being
registered under the Securities Act or any state securities laws, and may
not be
offered for sale, sold, assigned or transferred (collectively, a "Transfer")
unless:
(i)
the Shares are
subsequently registered under the Securities Act;
(ii)
the Buyer has
delivered to CMT an opinion of counsel, in a generally acceptable
form, to the effect that such securities to be Transferred may be Transferred
pursuant to an exemption from such registration requirements;
(iii)
the Transfer
is made in reliance on Rule 144
under the Securities Act ("Rule 144") and all applicable securities laws,
as
such may be amended from time to time, and any representation letter related
to
such Transfer shall contain true and accurate statements with regards to
such
compliance. In the event of a Rule 144 Transfer occurring between the 12
month
and 24 month anniversary of the date on which the Shares were acquired
by Buyer
hereunder, then compliance with Rule 144 will be deemed demonstrated hereunder
by the submission of the Buyer to the CMT of (i) a copy of a representation
letter from the Buyer to its broker in the form required by such broker
as long
as such representation letter includes substantially the information set
forth
in the form attached hereto as Exhibit A hereof, and (ii) a representation
letter from the Buyer's broker to CMT in the form customarily provided
by such
broker so long as such representation letter includes substantially the
information set forth the form attached hereto as
Exhibit B hereof, and (iii) a copy
of the
Buyer's Form 144 attached to such broker's representation letter, and (iv)
such
other materials that are required by applicable law to evidence the Transfer's
compliance with the requirements of Rule 144. In the event of a Rule 144
Transfer occurring on or after the 24 month anniversary of the date on
which the
Shares were acquired by Investor hereunder, then compliance with Rule 144
will
be deemed demonstrated hereunder by the submission of the Buyer to CMT
of a copy
of a representation letter from the Buyer to its broker that includes
substantially the information set forth in the form attached hereto as
Exhibit C
hereof, and such other materials that are required by applicable law to
evidence
the Transfer's compliance with the requirements of Rule 144. To the extent
that
any party hereto reasonably believes, after consultation with competent
securities counsel, that the procedures set forth herein are inconsistent
with
the provisions of Rule 144 (or any other applicable provision of the Securities
Act) then in effect, the parties shall mutually agree to a protocol necessary
to
effectuate the type of Transfer contemplated hereby in compliance with
said
provisions.
CMT nor any other person is under any
obligation to register such securities under the Securities Act or any
state
securities laws or to comply with the terms and conditions of any exemption
thereunder. Notwithstanding the foregoing, if CMT issues "piggyback"
registration rights to any third-party receiving shares from CMT after
the date
of this Agreement, Company will cause CMT to grant Buyer the same, or
substantially the same, "piggyback" registration rights with respect to
the
Shares as CMT granted to the third-party. CMT and Company reserves the
right to
place stop transfer instructions against the Shares if Buyer fails to comply
with this Section 2(f).
(g)
Legends. Buyer understands
that the
Shares shall bear a restrictive legend in substantially the following form
(and
a stop transfer order may be placed against transfer of such stock
certificates):
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN
ACQUIRED
SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE ANDMAY
NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL,
IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR
APPLICABLE STATE SECURITIES LAWS.
The legend set forth above shall be promptly
removed and CMT shall issue a certificate without such legend to the holder
of
the Shares after such holder provides CMT and the Company with an opinion
of
counsel, which opinion shall be in form, substance and scope customary
for
opinions of counsel in comparable transactions, to the effect that a public
sale, assignment or transfer of the Shares may be made without registration
under the Securities Act.
(h)
Authorization,
Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of Buyer and is a valid and
binding
agreement of such Buyer enforceable in accordance with its terms, except
as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.
(i)
Receipt of Documents. Buyer and
his or its counsel has received and read
in their entirety: (i) this Agreement and each representation, warranty
and
covenant set forth herein and the Assignment Agreement; (ii) all due diligence
and other information necessary to verify the accuracy and completeness
of such
representations, warranties and covenants; (iii) CMTs most recently filed
Form
10-KSB; (iv) CMTs most recently filed Form 10-QSB and Buyer has relied
on the
information contained therein and has not been furnished any other documents,
literature, memorandum or prospectus.
(j)
Due Formation of
Corporate and Other Buyers. Buyer is a corporation, not
an individual person, has been formed and validly exists and has not been
organized for the specific purpose of purchasing the Shares and is not
prohibited from doing so.
3.
REPRESENTATIONS
AND
WARRANTIES OF CMT
AND THE COMPANY.
CMT and the Company,
each
as the case may be, represents and warrants to Buyer as of the date hereof
that,
except as set forth in the SEC Documents (as defined herein):
(a)
Organization and
Qualification. CMT, the Company and its subsidiaries are
corporations duly organized and validly existing in good standing under
the laws
of the jurisdiction in which they are incorporated, and have the requisite
corporate power to own their properties and to carry on their business
as now
being conducted.
(b)
Authorization,
Enforcement, Compliance with Other Instruments. (i) CMT
and the Company each have the requisite corporate power and authority to
enter
into and perform this Agreement, a Term Sheet, an Assignment Agreement,
and a
Content License by and among Buyer, Company and CMT, all of even date herewith,
the (collectively the "Transaction Documents") and to issue the Shares
in
accordance with the terms hereof and thereof, (ii) the execution and delivery
of
the Assignment Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby, including, without limitation,
the
issuance of the Shares have been duly authorized by the CMTs and the Company's
Board of Directors and no further consent or authorization is required
by CMT,
the Company, its Board of Directors or its stockholders, (iii) the Assignment
Agreement has been, or will be as of Closing, duly executed and delivered
by the
Company, (iv) there are no rights of first refusal or contractual preemptive
rights existing with respect to the Shares , and (v) the Assignment Agreement
constitutes the valid and binding obligations of the Company enforceable
against
the Company in accordance with its terms, except as such enforceability
may be
limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies.
(c)
Capitalization.
The
authorized capital stock of CMT is set forth in
the SEC
(d)
Issuance of Securities. The Shares
are duly authorized and, upon issuance in accordance with the terms hereof,
shall be duly issued, fully paid and nonassessable, are free from all taxes,
liens and charges with respect to the issue thereof.
(e)
SEC Documents:
Financial Statements. Since August 25, 2004 CMT has
filed all reports, schedules, forms, statements and other documents required
to
be filed by it with the SEC under the Securities Exchange Act of 1934,
as
amended (the "Exchange Act"). All of the foregoing filed prior to the date
hereof or amended after the date hereof and all exhibits included therein
and
financial statements and schedules thereto and documents incorporated by
reference are referred to herein as the "SEC Documents". CMT and the Company
have made available through the SEC's website at xxxx://xxx.xxx.xxx., true
and
complete copies of the SEC Documents. As of their respective dates, the
financial statements of CMT disclosed in the SEC Documents (the "Financial
Statements") complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the
SEC with
respect thereto. Such financial statements have been prepared in accordance
with
generally accepted accounting principles, consistently applied, during
the
periods involved (except (i) as may be otherwise indicated in such Financial
Statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed
or
summary statements) and, fairly present in all material respects the financial
position of the CMT as of the dates thereof and the results of its operations
and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).
(f)
l0(b)-5. The SEC Documents
do not include any untrue statements of
material fact, nor do they omit to state any material fact required to
be stated
therein necessary to make the statements made, in light of the circumstances
under which they were made, not misleading.
(g)
Absence of Litigation. There is
no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self
regulatory organization or body pending against or affecting CMT or the
Company,
or the Shares wherein an unfavorable decision, ruling or finding would
(i) have
a material adverse effect on the transactions contemplated hereby (ii)
adversely
affect the validity or enforceability of, or the authority or ability of
CMT or
the Company to perform its obligations under, this Agreement or the Assignment
Agreement, or (iii) have a material adverse effect on the business, operations,
properties, financial condition or results of operations of CMT or the
Company
and its subsidiaries taken as a whole.
(h)
Internal Accounting
Controls. CMT and the Company and each of its
subsidiaries maintain a system of internal accounting controls sufficient
to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions
are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
asset
accountability, and (iii) the recorded amounts for assets is compared with
the
existing assets at reasonable intervals and appropriate action is taken
with
respect to any differences.
(i)
No Material Adverse
Breaches, etc. Neither CMT nor the Company nor any of
its subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation which in
the
judgment of CMT or the Company's officers has or is expected in the future
to
have a material adverse effect on the business, properties, operations,
financial condition, results of operations or prospects of the Company
or its
subsidiaries. Neither CMT nor the Company nor any of its subsidiaries is
in
breach of any contract or agreement which breach, in the judgment of CMT's
or
the Company's officers, has or is expected to have a material adverse effect
on
the business, properties, operations, financial condition, results of operations
or prospects of CMT or the Company or its subsidiaries.
(j)
Tax Status. CMT and the
Company and each of its subsidiaries has made and
filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject and (unless
and
only to the extent that the Company and each of its subsidiaries has
set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes) has paid all
taxes
and other governmental assessments and charges that are material in amount,
shown or determined to be due on such returns, reports and declarations,
except
those being contested in good faith and has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent
to the
periods to which such returns, reports or declarations apply.
4.
COVENANTS.
(a)
The Company shall cause
CMT to issue to the Buyer Fifteen Million (15,000,000)
shares of the Company's Common Stock at the Closing Date.
(b)
Neither the Buyer(s)
nor any of its affiliates have an open short position in
the Common Stock of CMT and the Buyer agrees that it shall not, and that
it will
cause its affiliates not to, engage in any short sales of or hedging
transactions with respect to the Common Stock of CT as long as Buyer owns
the
Shares.
5.
CONDITIONS
TO THE COMPANY'S OBLIGATION TO SELL.
The obligation of the Company hereunder
to
cause CMT to issue and sell the Shares to the Buyer at Closing on or before
the
Closing Dates, is subject to the satisfaction or waiver of each of the
following
conditions:
(a)
Buyer shall have executed
and delivered all required Transaction Documents and
deliver same to Company or an escrow agent, as the case may be.
(b)
The representations
and warranties of the Buyer shall be true and correct in all
material respects as of the date when made and as of the Closing Dates
as though
made at that time (except for representations and warranties that speak
as of a
specific date), and the Buyer shall have performed, satisfied and complied
in
all material respects with the covenants, agreements and conditions required
by
this Agreement to be performed, satisfied or complied with by the Buyer
on or
prior to the Closing Date.
6.
CONDITIONS
TO THE BUYER'S OBLIGATION TO PURCHASE.
(a)
The obligation of the
Buyer hereunder to purchase the Shares is subject to the
satisfaction or waiver, on or before the Closing Date, of each of the following
conditions:
(i)
The Company shall have
executed the Assignment Agreement and delivered the same
to the Buyer or an escrow agent, as the case may be.
(ii)
The representations and
warranties of CMT and the Company shall be true and
correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in
Section
3 above, in which case, such representations and warranties shall be true
and
correct without further qualification) as of the date when made and as
of the
Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company on or prior to the Closing Date.
7.
GOVERNING
LAW: MISCELLANEOUS.
(a)
Governing Law. This
Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York without regard to the principles
of
conflict of laws. The parties further agree that any action between them
shall
be heard exclusively in state or federal courts located in New York County,
New
York.
(b)
Counterparts. This
Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement
and
shall become effective when counterparts have been signed by each party
and
delivered to the other party.
(c)
Headings. The headings
of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.
(d)
Severability. If any
provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall not
affect the validity or enforceability of the remainder of this Agreement
in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.
(e)
Entire Agreement, Amendments.
This Agreement supersedes all other prior oral or
written agreements between the Buyer, the Company, CMT, NPN and each of
their
respective affiliates and persons acting on their behalf with respect to
the
matters discussed specifically herein. No provision of this Agreement may
be
waived or amended other than by an instrument in writing signed by the
party to
be charged with enforcement.
(f)
Notices. Any notices,
consents, waivers, or other communications required or
permitted to be given under the terms of this Agreement must be in writing
and
will be deemed to have been delivered (i) upon receipt, when delivered
personally; (ii) upon confirmation of receipt, when sent by facsimile;
(iii)
three (3) days after being sent by U.S. certified mail, return receipt
requested, or (iv) one (1) day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party
to
receive the same. The addresses and facsimile numbers for such communications
shall be:
If to the Company,
to:
NPN Asset Acquisitions, Inc.
00 Xxxxxxxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxx,
Xxxxxxx00000
Attention: CEO
If to the Buyer,
to:
NBC Universal, Inc.
00 Xxxxxxxxxxx
Xxxxx
Xxx Xxxx, Xxx
Xxxx00000
Attention: SVP,
TVSD
With a copy
to:
NBC Law Department
00 Xxxxxxxxxxx
Xxxxx
Xxx Xxxx, Xxx
Xxxx00000
Attention: SVP,
Corporate and Transactions
(g)
Successors and
Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns.
Neither
the Company nor any Buyer
shall assign this Agreement or any rights
or
obligations hereunder without the prior written consent of the other party
hereto.
(h)
No Third Party
Beneficiaries. This Agreement is intended for the benefit
of the parties hereto and their respective permitted successors and assigns,
and
is not for the benefit of, nor may any provision hereof be enforced by,
any
other person.
(i)
Further Assurances. Each party
shall do and perform, or cause to be done
and performed, all such further acts and things, and shall execute and
deliver
all such other agreements, certificates, instruments and documents, as
the other
party may reasonably request in order to carry out the intent and accomplish
the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
(j)
No Strict Construction. The
language used in this Agreement will be deemed to be the language chosen
by the
parties to express their mutual intent, and no rules of strict construction
will
be applied against any party.
IN WITNESS WHEREOF, Buyer, Company and
CMT have caused this Securities Purchase
Agreement to be duly executed as of the date first written above.
NPN ASSET ACQUISITIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: EVP
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: EVP
NBC-NPN HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: President
EXHIBIT
A
SELLER'S
REPRESENTATION LETTER
[NAME & ADDRESS OF BROKER]
[DATE]
Ladies and Gentlemen:
In connection with my order to sell through
you
as broker or as market maker (as that term is defined in Section 3(a)(38)
of the
Securities Exchange Act of 1934) not more than
[ ] shares (the
"Shares") of common stock of Connected Media Technologies, Inc. (the "Company")
pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Act")
the undersigned (the "Seller") hereby warrants and represents to you and
covenants with you as follows:
1.
Seller has read and understands Rule 144.
2.
Seller acquired
and paid for the Shares more than one year ago. The Shares have
been held by Seller as beneficial owner (as defined in Rule 144(d)) during
that
entire period of at least one year. Seller does not hold nor has Seller
held a
short position in, or any put or other option to dispose of, any equity
securities of the Company in the last one year.
(The date of acquisition
was: nature of acquisition was:
..)
3.
Seller is/is not an "affiliate" of the
Company within the meaning of Rule
144.
4.
Seller mailed or caused to be mailed an
executed Form 144 and two copies to
the
Securities and Exchange Commission
("SEC") on ,
and one copy has
been filed with the principal stock exchange, if any, where the Shares are traded. The statements made on such Form 144 are complete, true and correct, and Seller will advise you of any change prior to the execution of his order.
been filed with the principal stock exchange, if any, where the Shares are traded. The statements made on such Form 144 are complete, true and correct, and Seller will advise you of any change prior to the execution of his order.
5.
Seller has not
made and does not propose to make any payment in connection with
the offer or sale of the Shares to any person except any customary broker's
commissions or dealer's charges to you. Seller has not solicited or arranged
for
the solicitation of orders to buy in anticipation of or in connection with
the
proposed sale pursuant to such order, and he will not do so.
6.
Seller has no
sell orders open in the Shares, or in any security convertible
into the Shares, with any other broker or bank and will not place any such
sell
orders pending the complete execution of this order. Seller has no present
intention of selling any additional shares of the same class of the Company
(the
"Common Stock"), or any securities convertible into Common Stock,
except:
7.
Seller advises
you that the Shares, together with all sales made by him and by
any person whose sales must be aggregated with him (as provided in paragraphs
(a) and (e) of Rule 144) during the three months prior to the date of this
sale
do not and will not exceed the greater of either (i) 1% of the outstanding
Common Stock, or (ii) the average weekly volume of the outstanding Common
Stock
for the four full calendar weeks prior to the date of filing Form 144,
or if
none, the date you receive Seller's sell order, or the date of his sale
to or
through you. During the three months prior to the date of this sale, Seller,
together with any person whose sales must be aggregated with Seller's (as
provided in paragraphs (a) and (e) of Rule 144), have soldshares of Common
Stock.
8.
Seller is not
acting in concert with any other person in selling the Shares, and
he has not agreed to so act. Seller is not engaged in a plan with anyone
else to
dispose of the Shares. Seller is not aware of any facts or circumstances
indicating that he is or may be deemed an underwriter within the meaning
of the
Act with respect to the Shares, or that the sate of the Shares is part
of a
distribution of any securities.
9.
It is Seller's present and bona fide intention
to sell the Shares within a
reasonable time.
10.
Seller will
notify you immediately of any occurrence with would render any of
the foregoing inaccurate.
The Company, its transfer agent, and their
agents and representatives may rely on this representation letter. Seller
will
indemnify you and hold you harmless from and against all and all loss,
damage,
claim, liability and expense arising out of or resulting from the breach
of any
warranty, representation or covenant herein.
Very truly
yours,
NBC-NPN HOLDING,
INC.
___________________________
Name:
Title:
CONFIDENTIAL
FINAL
EXHIBIT
D
BROKER'S REPRESENTATION LETTER
[DATE]
Connected Media Technologies, Inc. 00 X.X.
0'
Xxxxxx, Xxxxx 0000Xxxxx, XX
Dear [NAME OF GENERAL COUNSEL]:
Please be advised that we acted as broker
in
the sale of [NUMBER OF SHARES] shares (the "Shares") of common stock of
Connected Media Technologies, Inc. ("Common Stock") for NBC-NPN Holding,
Inc.
(the "Seller") on [DATE OF SALE] pursuant to Rule 144 of the Securities
Act of
1933, as amended ("Rule 144"). We understand that Shares constitute Rule
144
"restricted securities" and are evidenced by certificate(s) which are subject
to
a stop transfer instruction at the transfer agent.
In order to obtain the transfer of the
Shares
and in connection with this sale, we affirm the following:
1.
We did no more than execute the above order
to sell Shares as agent for the
Seller.
2.
We neither received
nor will receive more than the usual and customary broker's
commission.
3.
We neither solicited
nor arranged for the solicitation of customers' orders to
buy Common Stock in anticipation of or in connection with this
transaction.
4.
We are not aware,
after reasonable inquiry, of any circumstances indicating that
the Seller is an underwriter with respect to the above Shares or that the
transaction is part of a distribution of Common Stock of the issuer.
5.
We are enclosing
a copy of the Form 144 relating to the Shares and advise you
that the Form 144 was duly filed with the Securities and Exchange Commission.
Please contact your transfer agent with instructions to transfer the Shares
free
of all restrictions as soon as possible and forward to me a copy of your
instructions via fax
(
). Should you have any questions regarding this matter, please contact the
undersigned.
Thank you for you assistance and
cooperation.
Very truly yours,
[BROKER]
CONFIDENTIAL
FINAL
EXHIBIT
E
RULE 144(k) SELLER'S REPRESENTATION
LETTER
[Broker]
Dear Sir or Madam:
The undersigned is submitting this letter
to
you in order to present you with the facts necessary, pursuant to subparagraph
(k) of Rule 144 of the Securities and Exchange Act of 1933, as amended, to
authorize the transfer agent to remove the restrictive legends and stop transfer
instructions from the following certificates of Connected Media Tecnholies,
Inc.
(the "Company") :
NAME OF SHAREHOLDER
NUMBER OF
SHARES
CERTIFICATE NUMBER
In connection with the foregoing, the
undersigned represents to you that:
1.
The undersigned acquired and fully paid for
the above securities at least two
years ago, excluding any period during which the undersigned had a short
position in, or had an option to dispose of, any securities of the Company,
as
follows:
DATE OF
ACQUISITION MANNER OF
ACQUISITION
DATE OF PAYMENT
2.
The undersigned is not at present and has
not been during the preceding three
months an officer or director of the Company during said period has not
otherwise been an "affiliate" of the Company, nor is he a person that directly,
or indirectly, through one or more intermediaries, controls, or is controlled
by, or is under common control with, the Company.
3.
The undersigned is not aware of any material
adverse information with regard to
the Company which has not been publicly disclosed.
4.
The undersigned agrees that, at any time
or times that he proposes to offer for
sale or sell any of the above common stock he will make reasonable inquiry
to
assure that he is not and has not been during the three months preceding
any
sale of the above common stock an affiliate of the Company.
DATE:
________________________
SIGNATURE: ___________________________
