EXHIBIT 10.24
THIRD AMENDMENT TO BRIDGE NOTE
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THIS THIRD AMENDMENT TO BRIDGE NOTE (this "Agreement") is made as of the 18th
day of November, 1996, by and between Styles on Video, Inc., a Delaware
corporation ("SOV"), Xxxxxxx Xxxxx, Inc., a California Corporation ("FYI") and
International Digital Investors, L.P., a Delaware limited partnership ("IDI").
RECITALS
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WHEREAS, SOV, FYI, and IDI entered into a 10% Bridge Note Due October 3, 1996,
dated September 19, 0000, ("xxx Xxxxxx Xxxx");
WHEREAS, SOV, FYI and IDI entered into an Amendment and Waiver Agreement dated
October 15, 1996, which, among other things, increased the amount of the
financing available to $280,000 and extended the due date of the Bridge Note to
October 29, 1996;
WHEREAS, SOV, FYI and IDI entered into a Second Amendment and Waiver Agreement
dated October 25, 1996, which, among other things, increased the amount of the
financing available to $415,000, extended the due date of the Bridge Note to
November 8, 1996, and provided for the issuance of warrants equal to 3% of the
fully diluted shares of SOV's common stock outstanding should the parties fail
to enter into a permanent financing arrangement with IDI by November 30, 1996
("the Amended Bridge Note");
WHEREAS, it would be a violation of the terms of the Amended Bridge Note were
SOV and FYI to fail to pay the principal and unpaid interest due on November 8,
1996;
WHEREAS, IDI wishes to advance and SOV and FYI wish to receive an additional
$250,000 pursuant to the Amended Bridge Note;
WHEREAS, the parties wish to amend all of the relevant documentation to avoid
violations or default of the Amended Bridge Note by virtue of such failure, and
to increase the amount and extend the due date of the Amended Bridge Note and to
increase the timing and number of warrants issued should the parties fail to
enter into a permanent financing arrangement with IDI;
NOW, THEREFORE, IN CONSIDERATION of the premises and for good and valuable
consideration, the parties hereby agree as follows:
1. Due Date. The due date of the Amended Bridge Note is hereby amended from
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November 8, 1996 to December 9, 1996.
2. Note Amount. The amount of the Amended Bridge Note is hereby amended from
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$415,000 to $665,000. Additional advances pursuant to the Amended Bridge Note
shall be funded via wire transfer from IDI to FYI in accordance with the
following schedule:
Amount Funding Date
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$125,000 November 15, 1996
$125,000 November 25, 1996
3. Default Interest Commencement Date. The date of commencement of the
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Default Rate of interest is hereby amended from November 8, 1996 to December 9,
1996.
4. Warrants. The date the parties must enter into a permanent financing
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arrangement with IDI to avoid the issuance of warrants is hereby amended from
November 30, 1996 to December 31, 1996.
The number of warrants SOV shall issue to IDI to purchase shares of SOV's common
stock is hereby amended from 3% of the fully diluted shares of SOV's common
stock outstanding to 4% of the fully diluted shares of SOV's common stock
outstanding should the parties fail to enter into a permanent financing
arrangement with IDI by the requisite date.
5. Applicable Law. This Agreement shall be governed by and construed in
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accordance with the internal laws of the State of California without regard to
conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
STYLES ON VIDEO
By:
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Name:
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Title:
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XXXXXXX XXXXX, INC.
By:
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Name:
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Title:
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INTERNATIONAL DIGITAL INVESTORS, L.P.
By IDI Corp., a Delaware corporation,
its General Partner
By:
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Name:
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Title:
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