EXHIBIT 1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of
acceptance set forth below, is entered into by and between BROADVIEW MEDIA,
INC., a Minnesota corporation, with headquarters located at 0000 Xxxx 00xx
Xxxxxx, Xxxxx, XX 00000 (the "Company"), and the entities or persons named on
the signature pages hereto (the "Buyers").
WITNESSETH:
WHEREAS, the Company and the Buyers are executing and
delivering this Agreement in accordance with and in reliance upon the exemption
from securities registration afforded, inter alia, by Rule 506 under Regulation
D ("Regulation D") as promulgated by the United States Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933
Act"), and/or Section 4(2) of the 1933 Act; and
WHEREAS, the Buyers wish to collectively purchase, upon the
terms and subject to the conditions of this Agreement, 800,000 shares of Common
Stock, $0.01 par value per share (the "Common Stock") and Warrants to purchase
an additional 400,000 shares of Common Stock (the "Warrants") of the Company
subject to acceptance of this Agreement by the Company;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AGREEMENT TO PURCHASE; PURCHASE PRICE.
a. PURCHASE.
(i) Buyers hereby agree to purchase from the Company the
number of shares of the Common Stock @ $0.65 per share and Warrants (in the form
attached hereto as ANNEX I) to purchase the number of shares Common Stock at an
exercise price of $1.25 per share as set forth after their names below:
Name Shares Warrants for Shares
---- ------ -------------------
Xxxxx Xxxxx 700,000 350,000
Xxxxxx Xxxxxxxx 40,000 20,000
Xxxxx Xxxxxxxxx 20,000 10,000
Xxxxxxx X'Xxxxx 20,000 10,000
Xxxxx Xxxxxxxx 10,000 5,000
Xxxxx Xxxxxx 10,000 5,000
(ii) The purchase price to be paid by each of the Buyers for
the referenced shares of Common Stock and Warrants (the "Purchase Price") shall
be equal to the amount set forth on the signature page of this Agreement as so
specified, and shall be payable in United States Dollars.
b. CERTAIN DEFINITIONS. As used herein, each of the following
terms has the meaning set forth below, unless the context otherwise requires:
(i) "Securities" means the shares consisting of Common Stock,
Warrants to purchase Common Stock and Common Stock issuable upon the exercise of
the Warrants.
(ii) "Closing Date" means the date of the closing of the
purchase and sale of the Common Stock, as provided herein.
(iii) "Effective Date" means the effective date of a
Registration Statement covering the Registrable Securities (as those terms are
defined in the Registration Rights Agreement defined below).
(iv) "Shares" means the Common Stock.
(v) "Warrants" means Warrants to purchase Common Stock.
c. FORM OF PAYMENT; DELIVERY OF CERTIFICATES.
(i) The Buyers shall pay the Purchase Price by delivering the
Purchase Price in immediately available good funds in US Dollars to the Company
on or before April 15, 2003.
(ii) Promptly following payment by the Buyers to the Company
the Company shall deliver to the respective Buyers one or more certificates
representing the Common Stock and Warrant forms to be issued hereunder, each
duly executed on behalf of the Company and issued in the name of the Buyers
(collectively, the "Certificates").
2. BUYERS REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO
INFORMATION; INDEPENDENT INVESTIGATION.
Each of the Buyers represents and warrants to, and covenants
and agrees with, the Company as follows:
a. Without limiting Buyer's right to sell the Common Stock
pursuant to the Registration Rights Agreement, the Buyer is purchasing the
Securities and will be acquiring the Shares for its own account for investment
only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof.
b. The Buyer is (i) an "accredited investor" as that term is
defined in Rule 501 of the General Rules and Regulations under the 1933 Act by
reason of Rule 501, (ii) experienced in making investments of the kind described
in this Agreement and the related documents, (iii) able, by reason of the
business and financial experience of its officers and professional advisors (who
are not affiliated with or compensated in any way by the Company or any of its
affiliates or selling agents), to protect its own interests in connection with
the transactions described in this Agreement, and the related documents, and
(iv) able to afford the entire loss of its investment in the Securities.
c. All subsequent offers and sales of the Securities by the
Buyer shall be made pursuant to registration of the Shares under the 1933 Act or
pursuant to an exemption from registration.
d. The Buyer understands that the Securities are being issued
in a private placement and are being offered and sold to it in reliance on
specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Buyer's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Buyer set forth herein in
order to determine the availability of such exemptions and the eligibility of
the Buyer to acquire the Securities.
e. The Buyer and its advisors, if any, have been furnished
with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Securities and the
offer of the Shares which have been requested by the Buyer, including ANNEX II
hereto. The Buyer acknowledges that these materials are confidential and
proprietary to the Company and that some of these materials may not have
previously been made available to the public; therefore, to preserve the
confidential nature of such materials Buyer agrees to hold all such information
in the strictest confidence. The Buyer and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and have received
complete and satisfactory answers to any such inquiries. Without limiting the
generality of the foregoing, the Buyer has also had the opportunity to obtain
and to review the Company's (1) Annual Report on Form 10-KSB/A for the fiscal
year ended March 31, 2002, (2) Quarterly Report on Form 10-QSB for the fiscal
quarter ended June 30, 2002, (3) Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 2002 (4) Quarterly Report on Form 10-QSB for the
fiscal quarter ended December 31, 2002 (the "Company's SEC Documents").
f. The Buyer understands that its investment in the Securities
involves a high degree of risk.
g. The 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 Securities.
h. This Agreement has been duly and validly authorized,
executed and delivered on behalf of the Buyer and is a valid and binding
agreement of the Buyer enforceable
in accordance with its terms, subject as to enforceability to general principles
of equity and to bankruptcy, insolvency, moratorium and other similar laws
affecting the enforcement of creditors' rights generally.
i. The Buyer acknowledges that, with respect to the offering
of the Securities, no general solicitation or general advertising (including
communications published in any newspaper, magazine or other broadcast medium)
has been received by the Buyer and no public solicitation or advertisement has
been made to the Buyer.
j. There is no investment banker, broker, finder or other
similar intermediary which has been retained by, or is authorized by, the Buyer
or any affiliate of the Buyer to act on behalf of the Buyer, who or which might
be entitled to any fee or commission from the Company in connection with the
purchase and sale of the Securities.
k. Each of the Buyers is acting independently, and acquiring
the Securities for his own account, and not on behalf of any entity or pooled
investment strategy, agency, partnership, corporation, trust or other ownership
group to which he has or will join for purposes of holding the Securities.
3. COMPANY REPRESENTATIONS, ETC. The Company represents and
warrants to the Buyers as of the date hereof and as of the Closing Date that,
except as otherwise provided in ANNEX II hereto:
a. CONCERNING THE SHARES. The Shares have been duly
authorized, and when issued and paid for in accordance with the terms of this
Agreement, will be duly and validly issued, fully paid and non-assessable and
will not subject the holder thereof to personal liability solely by reason of
acquiring the Shares. There are no preemptive rights of any stockholder of the
Company, as such, to acquire the Shares.
b. COMPANY STATUS. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Minnesota and has the requisite corporate power to own its properties and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in each jurisdiction
where the nature of the business conducted or property owned by it makes such
qualification necessary, other than those jurisdictions in which the failure to
so qualify would not have a material adverse effect on the business, operations
or financial condition or results of operation of the Company.
c. AUTHORIZED SHARES. The authorized capital stock of the
Company consists of 2,500,000 shares of Preferred stock, authorized, none issued
and 10,000,000 shares of Common Stock, $0.01 par value per share, of which
approximately 1,400,379 shares have been issued and are outstanding as of the
date hereof. All issued and outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and nonassessable. The Company
has sufficient authorized and unissued shares of Common Stock as may be
necessary to effect the issuance of the Shares. The Shares have been duly
authorized and, when issued
pursuant to this Agreement, and paid for in accordance with its respective
terms, will be duly and validly issued, fully paid and non-assessable and will
not subject the holder thereof to personal liability by reason of being such
holder.
d.
SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS
AGREEMENT AND WARRANTS. This Agreement and the transactions contemplated hereby,
have been duly and validly authorized by the Company. This Agreement has been
duly executed and delivered by the Company and this Agreement, the Registration
Rights Agreement, the form of which is attached hereto as ANNEX III (the
"Registration Rights Agreement"), and the Warrants, when executed and delivered
by the Company, will be, valid and binding agreements of the Company enforceable
in accordance with their respective terms, subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium, and
other similar laws affecting the enforcement of creditors' rights generally;
and, when issued and paid for in accordance with the terms of this Agreement,
the Shares will be duly and validly authorized and fully paid and nonassessable.
e. NON-CONTRAVENTION. The execution and delivery of this
Agreement and the Registration Rights Agreement by the Company, the issuance of
the Securities, and the consummation by the Company of the other transactions
contemplated by this Agreement, and the Registration Rights Agreement do not and
will not conflict with or result in a breach by the Company of any of the terms
or provisions of, or constitute a default under (i) the articles of
incorporation or by-laws of the Company, each as currently in effect, (ii) any
indenture, mortgage, deed of trust, or other material agreement or instrument to
which the Company is a party or by which it or any of its properties or assets
are bound, including any listing agreement for the Common Stock except as herein
set forth, or (iii) to its knowledge, any existing applicable law, rule, or
regulation or any applicable decree, judgment, or order of any court, United
States federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over the Company or any of its properties
or assets, except such conflict, breach or default which would not have a
material adverse effect on the business, operations or financial condition or
results of operations of the Company or on the transactions contemplated herein.
f. APPROVALS. No authorization, approval or consent of any
court, governmental body, regulatory agency, self-regulatory organization, or
stock exchange or market or the stockholders of the Company is required to be
obtained by the Company for the issuance and sale of the Securities to the
Buyers as contemplated by this Agreement, except such authorizations, approvals
and consents that have been obtained.
g. SEC FILINGS. None of the Company's SEC Documents contained,
at the time they were filed, any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements made therein in light of the circumstances under which they were
made, not misleading. The Company has timely filed all requisite forms, reports
and exhibits thereto with the SEC.
h. ABSENCE OF CERTAIN CHANGES. Since December 31, 2002 and
except as disclosed on Annex II hereto, there has been no material adverse
change and no material adverse development in the business, properties,
operations, financial condition, or results of operations of the Company, except
as disclosed in the Company's SEC Documents. Since December 31, 2002, except as
disclosed in the Company's SEC Documents, the Company has not (i) incurred or
become subject to any material liabilities (absolute or contingent) except
liabilities incurred in the ordinary course of business consistent with past
practices; (ii) discharged or satisfied any material lien or encumbrance or paid
any material obligation or liability (absolute or contingent), other than
current liabilities paid in the ordinary course of business consistent with past
practices; (iii) declared or made any payment or distribution of cash or other
property to stockholders with respect to its capital stock, or purchased or
redeemed, or made any agreements to purchase or redeem, any shares of its
capital stock; (iv) sold, assigned or transferred any other tangible assets, or
canceled any debts or claims, except in the ordinary course of business
consistent with past practices; (v) suffered any substantial losses or waived
any rights of material value, whether or not in the ordinary course of business,
or suffered the loss of any material amount of existing business; (vi) made any
changes in employee compensation, except in the ordinary course of business
consistent with past practices; or (vii) experienced any material problems with
labor or management in connection with the terms and conditions of their
employment.
4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.
a. TRANSFER RESTRICTIONS. Each of the Buyers acknowledges that
(1) the Securities have not been and are not being registered under the
provisions of the 1933 Act and, except as provided in the Registration Rights
Agreement, the Securities have not been and are not being registered under the
1933 Act, and may not be transferred unless (A) subsequently registered
thereunder or (B) the Buyer shall have delivered to the Company an opinion of
counsel, reasonably satisfactory in form, scope and substance to the Company, to
the effect that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration; (2) any sale of the
Securities made in reliance on Rule 144 promulgated under the 1933 Act may be
made only in accordance with the terms of said Rule and further, if said Rule is
not applicable, any resale of such Securities under circumstances in which the
seller, or the person through whom the sale is made, may be deemed to be an
underwriter, as that term is used in the 1933 Act, may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (3) neither the Company nor any other person is under any
obligation to register the Securities (other than pursuant to the Registration
Rights Agreement) under the 1933 Act or to comply with the terms and conditions
of any exemption thereunder.
b. RESTRICTIVE LEGEND. Each of the Buyers acknowledges and
agrees that the Shares, until such time as the Common Stock has been registered
under the 1933 Act as contemplated by the Registration Rights Agreement and sold
in accordance with an effective Registration Statement, certificates and other
instruments representing any of the Securities shall bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer of any such Securities):
THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF
COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED.
c. ADDITIONAL PURCHASES OF SHARES. Each of the Buyers agrees
that he will not purchase any additional Securities until the Company next files
Form 10-K. Further, for the next three years following the consummation of the
transaction contemplated hereunder, each of the Buyers agrees (i) that he will
not, if he presently holds or is (or as a result of the sales of Securities
under this Agreement, will hold or be) the beneficial owner of five percent (5%)
or more of the Company's Securities, acquire nor seek to purchase additional
shares of the Company's Securities, or (ii) that if, as the result of any
acquisition(s), he would become a owner of five percent (5%) or more of the
Company's Securities, he will not proceed with any such acquisition or at
anytime thereafter acquire or seek to purchase additional shares of the
Company's Securities.
d. PURCHASES BY XX. XXXXX. Based upon an understanding between
Xxxxx Xxxxx and the Company, if the offering of Securities hereunder is not
fully subscribed, Xx. Xxxxx agrees that he will purchase all such allotment of
Securities not purchased by the other parties named herein.
e. FILINGS. The Company undertakes and agrees to make all
necessary filings in connection with the sale of the Securities to the Buyers
under any United States laws and regulations applicable to the Company, or by
any domestic securities exchange or trading market, and to provide a copy
thereof to the Buyers promptly after such filing.
f. REPORTING STATUS. So long as any of the Buyers beneficially
owns any of the Securities, the Company shall file all reports required to be
filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Act, and the
Company shall not terminate its status as an issuer required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
would permit such termination, unless, in the determination of its Board of
Directors, it is no longer necessary or practicable for the Company to remain a
reporting company for SEC purposes
g. AVAILABLE SHARES. The Company shall have at all times
authorized and reserved for issuance, shares of Common Stock sufficient to yield
one hundred percent (100%) of the number of shares of Common Stock issuable upon
exercise of the Warrants as may be required to satisfy the exercise rights of
the Buyers pursuant to the terms and conditions of the Warrants.
5. CLOSING DATE.
a. The Closing Date shall occur on March 25, 2003.
b. The closing of the purchase and issuance of Common Stock
and Warrants shall occur on the Closing Date at the offices of the Company and
shall take place no later than 5:00 P.M., Central Time, on such day or such
other time as is mutually agreed upon by the Company and the Buyers.
6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
Each of the Buyers understands that the Company's obligation
to sell the Common Stock to the Buyer pursuant to this Agreement on the Closing
Date is conditioned upon:
a. The execution and delivery of this Agreement and the
Registration Rights Agreement by the Buyer;
b. Delivery by the Buyer of good funds as payment in full of
an amount equal to the Purchase Price in accordance with this Agreement;
c. The accuracy on the Closing Date of the representations and
warranties of the Buyer contained in this Agreement, each as if made on such
date, and the performance by the Buyer on or before such date of all covenants
and agreements of the Buyer required to be performed on or before such date; and
d. There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained.
7. CONDITIONS TO THE BUYERS' OBLIGATION TO PURCHASE.
The Company understands that each of the Buyer's obligation to
purchase the Common Stock on the Closing Date is conditioned upon:
a. The execution and delivery of this Agreement and the
Registration Rights Agreement by the Company;
b. Delivery by the Company of the Certificates in accordance
with this Agreement, provided, however, that the Company shall have an
additional five (5) business days to deliver to the Buyers the Certificates if
the Company demonstrates, to the reasonable satisfaction of Buyers, that it has
ordered the delivery of such Certificates from its transfer agent
c. The accuracy in all material respects on the Closing Date
of the representations and warranties of the Company contained in this
Agreement, each as if made on
such date, and the performance by the Company on or before such date of all
covenants and agreements of the Company required to be performed on or before
such date; and
d. There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained.
8. GOVERNING LAW: MISCELLANEOUS.
a. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of
Minnesota for contracts to be wholly
performed in such state and without giving effect to the principles thereof
regarding the conflict of laws. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of
Minneapolis or the state courts of the State of
Minnesota sitting in the City of
Minneapolis in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions.
b. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.
c. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto.
d. All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.
e. A facsimile transmission of this signed Agreement shall be
legal and binding on all parties hereto.
f. This Agreement may be signed in one or more counterparts,
each of which shall be deemed an original.
g. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.
h. 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 or the
validity or enforceability of this Agreement in any other jurisdiction.
i. This Agreement may be amended only by an instrument in
writing signed by the party to be charged with enforcement thereof.
j. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.
9. NOTICES. Any notice required or permitted hereunder shall
be given in writing (unless otherwise specified herein) and shall be deemed
effectively given on the earliest of
(a) the date delivered, if delivered by personal delivery as
against written receipt thereof or by confirmed facsimile
transmission,
(b) the seventh business day after deposit, postage prepaid,
in the United States Postal Service by registered or certified
mail, or
(c) the third business day after mailing by international
express courier, with delivery costs and fees prepaid,
in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by
ten (10) days' advance written notice similarly given to each of the other
parties hereto):
COMPANY: BROADVIEW MEDIA, INC.
At its address at the head of this Agreement
Attn: Xxxxxxx Xxxxxxxxxxx, President
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
BUYERS: To each of the Buyers at the address set forth on the
signature page of this Agreement.
10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's
and the Buyers' representations and warranties herein shall survive the
execution and delivery of this Agreement and the delivery of the Certificates
and the payment of the Purchase Price until the statute of limitations on any
claim or cause of action with respect to the subject matter of any such section
has expired, and shall inure to the benefit of the Buyers and the Company and
their respective successors and assigns.
SIGNATURE PAGE NO. 1
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this
Securities Purchase
Agreement to be duly executed on its behalf this 25th day of March, 2003.
PURCHASE PRICE: $455,000.00
BUYER:
0000 - 000xx Xxxxxx Xx.
Xxxxxxxxxx, XX 00000 XXXXX XXXXX
------------------------------------ -----------------------------------
Address Printed Name of Subscriber
/s/ Xxxxx X. Xxxxx
-----------------------------------
Social Security No. ###-##-#### (Signature of Authorized Person)
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this
Securities Purchase Agreement to be duly executed on its behalf.
BROADVIEW MEDIA, INC.
By: /s/ Xxxx Bachelor
------------------------
Xxxx Bachelor
Title: Chairman and CEO
Date: March 25, 2003
SIGNATURE PAGE NO. 2
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this
Securities Purchase
Agreement to be duly executed on its behalf this 25th day of March, 2003.
PURCHASE PRICE: $13,000.00
BUYER:
Xxxxx Xxxxxxxxx
0000 Xxxxx Xxx.
Xxxxxxx Xxxxx, XX 00000 XXXXX XXXXXXXXX
------------------------------------ ------------------------------------
Address Printed Name of Subscriber
/s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Social Security No. ###-##-#### (Signature of Authorized Person)
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this
Securities Purchase Agreement to be duly executed on its behalf.
BROADVIEW MEDIA, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxx
--------------------------
Xxxxxxx Xxxxxxxxxxx
Title: President
Date: March 25, 2003
SIGNATURE PAGE NO. 3
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this
Securities Purchase
Agreement to be duly executed on its behalf this 25th day of March, 2003.
PURCHASE PRICE: $26,000.00
BUYER:
0000 Xxxxxxxxx Xx.
Xxxxxxxx Xxxxxxx, XX 00000 XXXXXX X. XXXXXXXX
--------------------------------- ------------------------------------
Address Printed Name of Subscriber
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Social Security No. ###-##-#### (Signature of Authorized Person)
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this
Securities Purchase Agreement to be duly executed on its behalf.
BROADVIEW MEDIA, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxx
--------------------------
Xxxxxxx Xxxxxxxxxxx
Title: President
Date: March 25, 2003
SIGNATURE PAGE NO. 4
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this
Securities Purchase
Agreement to be duly executed on its behalf this 25th day of March, 2003.
PURCHASE PRICE: $13,000.00
BUYER:
0000 Xxx Xxxx Xxxxx
Xxxxxxxx, XX 00000 XXXXXXX X'XXXXX
------------------------------- ----------------------------------------
Address Printed Name of Subscriber
/s/ Xxxxxxx X. X'Xxxxx
----------------------------------------
Social Security No. ###-##-#### (Signature of Authorized Person)
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Securities Purchase Agreement to be duly executed on its behalf.
BROADVIEW MEDIA, INC.
By: /s/ Xxxx Bachelor
--------------------------
Xxxx Bachelor
Title: CEO
Date: March 25, 2003
SIGNATURE PAGE NO. 5
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Securities Purchase
Agreement to be duly executed on its behalf this 25th day of March, 2003.
PURCHASE PRICE: $6,500.00
BUYER:
Xxxxx Xxxxxx
00000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000 XXXXX XXXXXX
--------------------------------- ------------------------------------
Address Printed Name of Subscriber
/s/ Xxxxx Xxxxxx
------------------------------------
Social Security No. ###-##-#### (Signature of Authorized Person)
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Securities Purchase Agreement to be duly executed on its behalf.
BROADVIEW MEDIA, INC.
By: /s/ Xxxx Bachelor
--------------------------
Xxxx Bachelor
Title: CEO
Date: March 25, 2003
SIGNATURE PAGE NO. 6
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Securities Purchase
Agreement to be duly executed on its behalf this 25th day of March, 2003.
PURCHASE PRICE: $6,500.00
BUYER:
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000 XXXXX XXXXXXXX
------------------------------------- -----------------------------------
Address Printed Name of Subscriber
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Social Security No. ###-##-#### (Signature of Authorized Person)
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Securities Purchase Agreement to be duly executed on its behalf.
BROADVIEW MEDIA, INC.
By: /s/ Xxxx Bachelor
--------------------------
Xxxx Bachelor
Title: CEO
Date: March 25, 2003
