NOTE PURCHASE AGREEMENT
This NOTE
PURCHASE AGREEMENT (this "Agreement"), dated as of November 30,
2005, is entered into by and among
Medical Media
Television,
Inc., a Florida
corporation (the "Company"), and
____________________ (the "Purchaser"), for the
issuance and sale to the Purchaser of the Note (as defined below) of the
Company, in the manner, and upon the terms,
provisions and
conditions set forth
in this Agreement.
WHEREAS,
the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell
to the Purchaser
and the Purchaser shall purchase the
Note;
WHEREAS,
such issuance and sale will be made in reliance upon the
provisions of Section 4(2) and/or Rule 506
of Regulation D
("Regulation D")
of
the United States Securities Act of 1933, as amended, and regulations
promulgated thereunder (the "Securities
Act"), or upon such other exemption from
the registration requirements of the Securities Act as may be available
with
respect to the purchase of the Note to be
made hereunder.
NOW,
THEREFORE, in
consideration of the
representations,
warranties and
agreements contained herein and other good and valuable consideration, the
receipt and legal adequacy of which is
hereby acknowledged by
the parties, the
Company and the Purchaser hereby agree as
follows:
1.
Purchase and Sale of Note.
(a) Terms of Note:
Upon the following terms and subject to the
conditions contained herein, the Company
shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the
Company, a convertible promissory note
in the aggregate principal amount of $1,000,000 (the "Purchase Price"), in
substantially the form attached hereto as Exhibit A (the "Note"),
pursuant to
the following loan schedule:
November 30, 2005
$175,000
December 4, 2005
$250,000
December 15, 2005
$250,000
January 15, 2006
$325,000
The
outstanding principal
amount of the Note, plus any accrued but unpaid
interest thereon, shall be due and payable in cash on the
Maturity Date (as
defined in the Note); provided, however, the Purchaser shall have the sole
option to convert on the Maturity Date the
outstanding principal
amount of the
Note plus any accrued but unpaid
interest into such number of shares of
Common
Stock of the Company, par value $.0005 per share (the
"Common Stock"), at a
fixed conversion price of $.40 per share.
The Note shall not be convertible
until the Maturity Date and shall not be
convertible
such that the
Investor's
overall Common Stock ownership position in the Company exceeds 4.99% (the
"Ownership Cap Restriction"); provided, however, that upon the holder of the
Note providing the Company with sixty-one
(61) days notice (the "Waiver Notice")
that the holder would like to waive the
Ownership Cap Restriction with regard to
any or all shares of Common Stock issuable upon exercise of the conversion
feature of the Note, this Ownership
<PAGE>
Cap Restriction will be of no force or
effect with regard to all or a portion of
the Note referenced in the Waiver Notice, and provided further that this
Ownership Cap Restriction shall be of no further
force or effect
during the
sixty-one (61) days immediately preceding the expiration of the term of the
Note.
The Note
shall bear interest at a rate of twenty percent (20%) per annum,
compounded semi-annually. Interest shall be paid at the end
of each quarter in
either (i) shares of Series C Zero Coupon
Preferred Stock of the
Company valued
at $1.00 per share, or (ii) cash, at
Investor's option,
with the first interest
payment being on December 31, 2005.
The Series C Zero
Coupon Preferred
Stock
shall be convertible into shares of the Company's
Common Stock on the
Maturity
date at a ten percent (10%) discount to the
then-current
market price based
on
the average closing price for the twenty (20) days
immediately
preceding the
conversion. The Series C Zero Coupon Preferred
Stock is subordinate to Series A
Zero Coupon Preferred Stock and Series B
Zero Coupon Preferred
Stock. Investor
shall make his election as to receipt of interest in cash or in Series C
Zero
Coupon Preferred Stock by written notice to the Company at least five (5)
business days before the interest payment
due date (the "Interest Notice Date").
If no such notice is given by Investor by
such Interest Notice Date, the Company
shall pay the interest in cash.
With the
consent of both the
Company and the
Investor, the Note may be
extended for an additional twelve (12) months, with the terms of the interest
payments remaining the same as above.
(b) Issuance of
Warrants: The
Investor will be issued 2,500,000
warrants to purchase Common Stock of the Company (the "Warrants"). Warrants
shall be issued on a pro rata basis per the
above loan schedule, as follows:
November 30, 2005
437,500 warrants
December 4, 2005
625,000 warrants
December 15, 2005
625,000 warrants
January 15, 2005
812,500 warrants
The
Warrants shall have a term of five (5) years and shall have an
exercise price equal to $0.75 per share
(the "Exercise
Price"). The Warrants
shall not be exercisable such that the
Investor's overall Common Stock ownership
position in the Company exceeds 4.99%.
(c) In consideration of and in express reliance upon the
representations, warranties, covenants, terms and
conditions of this Agreement,
the Company agrees to issue and sell to the
Purchaser and the Purchaser agrees
to purchase the Note. The closing under this Agreement
(the "Closing") shall
take place at the offices of Medical Media
Television, Inc., 8406 Benjamin Road,
Suite C, Tampa, Florida 33634 upon the
satisfaction
of each of the
conditions
set forth in Sections 4 and 5 hereof (the
"Closing Date").
(d) The Company
has authorized and reserved and covenants to
continue to reserve, free of preemptive rights and other similar contractual
rights of stockholders, a number of authorized
but unissued
shares of Common
Stock to effect the conversion of the Note. Any shares
of Common Stock issuable
by the Company upon conversion of the Note are herein
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<PAGE>
referred to as the "Conversion Shares". The Note and the Conversion Shares
are
sometimes collectively referred to herein
as the "Securities".
(e) At Company's
earliest opportunity, and in any event not more
than 120 days from the date hereof,
all of the Conversion
Shares underlying the
Note and the Warrants shall be registered
pursuant to a
registration
statement
filed with the SEC, and such registration
statement will be kept effective for a
period of 3 years, subject to customary
carve-outs.
2.
Representations,
Warranties
and Covenants of the Purchaser. The
Purchaser hereby makes the following representations and warranties to the
Company, and covenants for the benefit of
the Company:
(a) If the Purchaser is an entity, the Purchaser is a corporation,
limited liability company or partnership
duly incorporated or organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization.
(b) This Agreement has been duly authorized, validly executed and
delivered by the Purchaser and is a valid
and binding agreement
and obligation
of the Purchaser enforceable against the
Purchaser in accordance with its terms,
subject to limitations on enforcement by general principles of equity and by
bankruptcy or other laws affecting the enforcement of creditors' rights
generally, and the Purchaser has full power
and authority to execute and deliver
this Agreement and the other agreements and
documents contemplated hereby and to
perform its obligations hereunder and
thereunder.
(c) The Purchaser
understands
that no Federal, state, local or
foreign governmental body or regulatory authority has made any finding or
determination relating to the fairness of
an investment in any of the Securities
and that no Federal, state, local or foreign governmental body or regulatory
authority has recommended or endorsed, or will recommend or endorse, any
investment in any of the Securities. The Purchaser, in making the decision to
purchase the Securities, has relied upon independent
investigation
made by it
and has not relied on any information or
representations made by third parties.
(d) The Purchaser
understands that the Securities are being offered
and sold to it in reliance on specific provisions of Federal and state
securities laws and that the Company is
relying upon the truth
and accuracy of
the representations, warranties, agreements,
acknowledgments and understandings
of the Purchaser set forth herein for
purposes of qualifying for exemptions from
registration under the Securities Act, and
applicable state securities laws.
(e) The Purchaser is an "accredited investor" as defined under
Rule
501 of Regulation D promulgated under the
Securities Act.
(f) The Purchaser is
and will be acquiring the Securities for its
own account, and not with a view to any resale
or distribution
of the Note in
whole or in part, in violation of the Securities Act or any applicable
securities laws.
(g) The offer and sale of the Securities is intended to be exempt
from registration under the Securities Act, by virtue of Section 4(2)
and/or
Rule 506 of Regulation D
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<PAGE>
promulgated under the Securities Act. The Purchaser understands that the
Securities purchased hereunder have not
been, and may never be, registered under
the Securities Act and that none of the
Securities can be sold
or transferred
unless they are first registered under the Securities Act and such state and
other securities laws as may be
applicable or in the opinion of counsel for the
Company an exemption from registration under the Securities Act is available
(and then the Securities may be sold or
transferred only in compliance with such
exemption and all applicable state and
other securities laws).
3.
Representations,
Warranties and
Covenants of the Company. The Company
represents and warrants to the Purchaser, and covenants for the benefit of
the
Purchaser, as follows:
(a) The Company has been duly incorporated and is validly existing
and in good standing under the laws of the
State of Florida, with full corporate
power and authority to own, lease and operate its properties
and to conduct its
business as currently conducted, and is
duly registered and qualified to conduct
its business and is in good standing in each jurisdiction or place where the
nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure to
register or qualify
would not have a Material Adverse Effect. For purposes of this Agreement,
"Material Adverse Effect" shall mean any effect on the
business, results of
operations, prospects, assets or financial condition of the Company that is
material and adverse to the Company and its
subsidiaries and
affiliates and/or
any condition, circumstance, or situation that would prohibit or otherwise
materially interfere with the ability of the Company
from entering into and
performing any of its obligations under this Agreement or the Note in any
material respect.
(b) The Note has been duly authorized by all necessary corporate
action and, when paid for or issued in
accordance with the
terms hereof,
the
Note shall be validly issued and outstanding, free and clear of all liens,
encumbrances and rights of refusal of any kind.
When the Conversion
Shares are
issued and paid for in accordance with the terms of this
Agreement and as
set
forth in the Note, such shares will be duly authorized by all necessary
corporate action and validly issued and outstanding, fully paid and
nonassessable, free and clear of all liens,
encumbrances and
rights of refusal
of any kind and the holders shall be
entitled to all rights accorded to a holder
of Common Stock.
(c) The Note and this Agreement (the "Transaction Documents") have
been duly authorized, validly executed and delivered on behalf
of the Company
and is a valid and binding agreement and obligation of the
Company
enforceable
against the Company in accordance with its terms, subject to limitations on
enforcement by general principles of equity and by bankruptcy or other laws
affecting the enforcement of creditors'
rights generally, and the Company has
full power and authority to execute and deliver
the Transaction
Documents and
the other agreements and documents contemplated hereby and to perform its
obligations hereunder and thereunder.
(d) The execution and delivery of the Transaction Documents and the
consummation of the transactions
contemplated by this
Agreement by the Company,
will not (i) conflict with or result in a breach of or a
default under any
of
the terms or provisions of, (A) the
Company's certificate
of incorporation
or
by-laws, or (B) of any material provision
of any
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<PAGE>
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 material properties or
assets is bound, (ii) result in a violation
of any material provision of any
law, statute, rule, regulation,
or any existing
applicable decree,
judgment or
order by any court, Federal or state
regulatory body,
administrative agency, or
other governmental body having jurisdiction over the Company, or any of its
material properties or assets or (iii) result in the
creation or imposition of
any material lien, charge or encumbrance
upon any material property or assets of
the Company or any of its subsidiaries
pursuant to the terms of any agreement or
instrument to which any of them is a party or
by which any of them may be bound
or to which any of their property or any of them is subject
except in the case
of clauses (i)(B) or (iii) for any such
conflicts, breaches,
or defaults or any
liens, charges, or encumbrances which would
not have a Material Adverse Effect.
(e) The sale and issuance of the Securities in accordance
with the
terms of and in reliance on the accuracy of
the Purchaser's
representations and
warranties set forth in this Agreement will be exempt from the registration
requirements of the Securities Act.
(f) No consent, approval or authorization of or designation,
declaration or filing with any governmental
authority on the part of the Company
is required in connection with the valid execution and delivery of this
Agreement or the offer, sale or issuance of the Securities
or the
consummation
of any other transaction contemplated by
this Agreement.
(g) There is no action, suit, claim, investigation or proceeding
pending or, to the knowledge of the Company, threatened against the Company
which questions the validity of the
Transaction Documents
or the
transactions
contemplated thereby or any action taken or
to be taken pursuant thereto. There
is no action, suit, claim, investigation or proceeding pending or, to the
knowledge of the Company, threatened, against or involving the Company or any
subsidiary, or any of their respective
properties or assets which, if adversely
determined, is reasonably likely to result
in a Material Adverse Effect.
(h) The Company has
complied and will comply with all
applicable
federal and state securities laws in connection wit
