GUARANTEEGuarantee • October 16th, 2012 • New Frontier Media Inc • Services-motion picture & video tape distribution • Colorado
This GUARANTEE (this “Guarantee”), dated as of October 15, 2012, is made by L.F.P., Inc., a California corporation (“Guarantor”) in favor of New Frontier Media, Inc., a Colorado corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among LFP BROADCASTING, LLC, FLYNT BROADCAST, INC., and NEW FRONTIER MEDIA, INC. DATED OCTOBER 15, 2012Deposit Escrow Agreement • October 16th, 2012 • New Frontier Media Inc • Services-motion picture & video tape distribution • Colorado
This Agreement and Plan of Merger (this “Agreement”), is entered into as of October 15, 2012 by and among New Frontier Media, Inc., a Colorado corporation (the “Company”), LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”) and Flynt Broadcast, Inc., a Colorado corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 16th, 2012 • New Frontier Media Inc • Services-motion picture & video tape distribution • Colorado
THIS AMENDMENT (this “Amendment”) to the Amended and Restated Rights Agreement, dated as of August 1, 2008, and as amended as of October 31, 2011 (the “Rights Agreement”), by and between New Frontier Media, Inc., a Colorado corporation (the “Company”), and Corporate Stock Transfer, Inc., as rights agent (the “Rights Agent”), is entered into as of October 15, 2012. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.
