NOTE PURCHASE AGREEMENT
AGREEMENT (this "Agreement"), dated as of October 15, 2008, by and among
DigitalFX International, Inc., a Florida corporation, with headquarters located
at 3035 East Patrick Lane, Suite 9, Las Vegas, NV 89120 (the "Company"), Richard
H. Kall (the " New Investor") and __________________________________________
(the "Selling Investor").
WHEREAS:
A. The Company the Selling Investor and certain other investors (the "Other
Investors" and collectively with the New Investor and the Selling Investor, the
"Investors") are parties to that certain Securities Purchase Agreement, dated as
of November 29, 2007 (the "Original Securities Purchase Agreement") and that
certain Amendment and Exchange Agreement dated as of March 24, 2008 (the
"Amendment and Exchange Agreement").
B. The Company, the New Investor and the Selling Investor desire to enter into
this Agreement, pursuant to which, among other things, (i) the New Investor will
purchase from the Selling Investor, and the Selling Investor will sell, assign
and transfer to the New Investor, (A) $_____________ of the aggregate unpaid
principal amount of the Note held by the Selling Investor (the "Purchased
Principal Amount") and (B) such number of Warrants and Common Shares heretofore
issued by the Company to the Selling Investor set forth opposite the Selling
Investor's name in columns 4 and 6 on the Securities Schedule attached hereto
(collectively, the "Purchased Warrants and Shares"); and (ii) the Selling
Investor and the New Investor shall forbear, for a period of 30 days from the
Closing Date, from seeking to enforce any rights that each may have as a result
of the Event of Default that occurred with respect to Company's failure to
satisfy one or more Financial Covenants for the Fiscal Quarter ended June 30,
2008.
C. Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed to them in the Original Securities Purchase
Agreement, the Amendment and Exchange Agreement or any other Transaction
Document, as applicable.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the Company, the New Investor and the Other
Investors hereby agree as follows:
1.
SALE AND TRANSFER OF THE PURCHASED PRINCIPAL AMOUNT AND THE PURCHASED WARRANTS
AND SHARES.
(a)
At the Closing:
(i) the Selling Investor shall sell, assign and transfer to the New Investor,
and the New Investor shall purchase from the Selling Investor the Purchased
Principal Amount and the Purchased Warrants and Shares (the "Sale"). The Sale
shall be consummated, as follows:
(1) The New Investor shall pay $___________ (the "Purchase Price") to the
Selling Investor by payment of such amount by wire transfer of immediately
available funds to an account maintained by the Selling Investor, such account
to be designated by the Selling Investor by written notice to the New Investor
not later than two business days prior to the Closing Date
(2) the Selling Investor shall deliver its Note to the Company for cancellation,
and the Company, pursuant to Section 18(a) of such Note, shall issue and deliver
to the Selling Investor and the