Exhibit 4(z)
[Letterhead of Investor]
October __, 1997
Sandbox Entertainment Corporation
Successor to Tracer Design, Inc.
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxxx, President
Amendment to Loan and Warrant Purchase Agreement and
to Term Note
Dear Xx. Xxxxxx:
Pursuant to a loan and warrant purchase agreement dated as of October
25, 1995 (the "Loan and Warrant Purchase Agreement"), Tracer Design, Inc.
("Tracer"), an Arizona corporation, borrowed $5,000 from Pickwick Group LLC
("Pickwick") in consideration of Tracer's issuing Pickwick a warrant (the
"Initial Warrant") to purchase ____ shares of the Class A Common Stock, $.001
par value, of Tracer (the "Initial Warrant Shares") at an exercise price of $36
per share. After giving effect to certain subsequent stock splits and
anti-dilutive adjustments, the Initial Warrant is currently a warrant to
purchase _______ shares of the common stock, $.001 par value, of Sandbox
Entertainment Corporation ("Sandbox"), a Delaware corporation that is the
successor by merger to Tracer, at an exercise price of $.80 per share of common
stock of Sandbox (the "Common Stock"). In connection with the Loan and Warrant
Purchase Agreement, Xxxxxx also delivered Pickwick a term note dated as of
October 25, 1995 in the initial principal amount of $_______ (the "Term Note").
The Term Note was due and payable on October 25, 1996; but pursuant to
amendments made effective October 25, 1996 and April 25, 1997, respectively,
Sandbox and Xxxxxxxx amended the Term Note to, among other things, extend the
maturity date for an additional 6 months and lower the interest rate for the
extension period. Xxxxxxxx agreed to such amendments to the Term Note in
consideration of Sandbox' issuing to Pickwick a new warrant to purchase ______
shares of Common Stock at an exercise price of $.80 per share, in the case of
each extension. The Term Note, as amended by the amendments made effective
October 25, 1996 and April 25, 1997, is referred to herein as the "Amended Term
Note".
By its execution and delivery of this letter, Xxxxxxxx agrees that,
subject to the condition precedent of Sandbox' payment to Pickwick of all
accrued and unpaid interest under the Amended Term Note through October 25, 1997
on or before October 31, 1997, Xxxxxxxx hereby amends the Term Note to extend
the maturity date as follows: (i) the Term Note is no longer due and payable
upon October 25, 1997, and (ii) the date upon which the entire indebtedness
(principal and interest) evidenced by the Amended Term Note shall be due and
payable in full is extended from October 25, 1997 to December 31, 1997.
Except as otherwise expressly set forth in this letter, no other
amendments, changes or modifications whatsoever are made to the Amended Term
Note, or the terms of the Loan and Warrant Purchase Agreement, as previously
amended, and the terms and provisions of the Amended Term Note and the Loan and
Warrant Purchase Agreement, as amended by the October 25, 1996 amendment and the
April 25, 1997 amendment, remain in full force and effect as so amended.
Sincerely,
[Signature of Investor]
Schedule 4(z) to Amendment to Loan and Warrant Purchase Agreement and Term Note
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Additional
Shares
Principal Under
Amount Initial Shares Under Number of Post Split Amended
Investor of Note 10/25/95 Warrant and Diluted Shares Warrants
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Pickwick Group LLC $5,000 850 Tracer Class A 38,250 Sandbox Common, 625
Common, $.001 par value $.001 par value
$36 per share exercise price $0.80 per share exercise
price
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Xxxxxxxx Xxxxxx $5,000 850 Tracer Class A 38,250 Sandbox Common, 625
Common, $.001 par value $.001 par value
$36 per share exercise price $0.80 per share exercise
price
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Xxxxxxx and Xxxxx $10,000 1,700 Tracer Class A 76,500 Sandbox Common, 1,250
Greenwood Common, $.001 par value $.001 par value
$36 per share exercise price $0.80 per share exercise
price
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Xxxxxx Xxxxxxxx $10,000 1,700 Tracer Class A 76,500 Sandbox Common, 1,250
Common, $.001 par value $.001 par value
$36 per share exercise price $0.80 per share exercise
price
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Xxxxxxxx Xxxxxx, M.D. $10,000 1,700 Tracer Class A 76,500 Sandbox Common, 1,250
Common, $.001 par value $.001 par value
$36 per share exercise price $0.80 per share exercise
price
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