EXHIBIT 10.1
LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT is made as of February __, 1998, by
Renaissance Entertainment Corporation, certain individuals and entities
identified below as the "Lenders," and the "Agent" identified below solely in
his capacity as agent for the Lenders.
RECITALS
A. Renaissance Entertainment Corporation is in the business of owning,
constructing and operating Renaissance Xxxxxx at various locations in the United
States.
B. Renaissance Entertainment Corporation anticipates that it will need
certain short-term funding for working capital purposes during 1998.
C. Renaissance Entertainment Corporation has made diligent efforts to
obtain such short-term funding from non-related parties, but without success.
D. Renaissance Entertainment Corporation has requested, and the persons
and individuals identified below as the "Lenders" have agreed to provide, such
short-term funding subject to the terms and conditions set forth below.
AGREEMENT
ACCORDINGLY, the parties agree as follows:
1. DEFINITIONS.
The following terms have the meanings set forth below:
"AGENT" means _______________, solely in his capacity as agent for the
Lenders under this Agreement.
"AGREEMENT" means this Loan and Security Agreement, as amended from time to
time.
"CLOSING" means the closing of the Loans under Section 2 below.
"COLLATERAL" means collectively all of REC's right, title and interest in
and to the following property, whether now owned or existing or hereafter
acquired or coming into existence and wherever now or hereafter located: (a)
money, deposit accounts, and all other forms of revenue, including gate
admissions and receipts and revenues and proceeds
from the sales of merchandise, food and beverages, arising from the operation
of REC's Renaissance Xxxxxx, wherever located; (b) accounts, documents,
instruments, investment property, chattel paper, general intangibles,
inventory, equipment, and fixtures; (c) accessions, additions and
improvements to, replacements of, and substitutions for any of the foregoing;
(d) proceeds of any of the foregoing, including proceeds of policies of
insurance covering any of the foregoing; and (e) books, records and data in
any form relating to any of the foregoing.
"COMMITMENT" means the amount of the Loan that each Lender severally agrees
to make to REC under this Agreement as specified on SCHEDULE 1 to this
Agreement, and "COMMITMENTS" means collectively all of such Commitments. Each
Commitment must be in an amount that is an increment of Fifty Thousand and
No/100 Dollars ($50,000.00).
"DOCUMENTS" means collectively this Agreement, the Notes and the Warrant
Agreements.
"EVENT OF DEFAULT" has the meaning specified in Section 8 below.
"LENDER" means an individual or entity identified on SCHEDULE 1 to this
Agreement, and "LENDERS" means collectively and severally all of such Lenders.
"LOAN" means the loan made by a Lender to REC under this Agreement in the
amount of that Lender's Commitment, and "LOANS" means collectively all of such
Loans.
"NOTE" means a Promissory Note in the form attached as EXHIBIT A to this
Agreement issued by REC to a Lender under this Agreement, as amended, extended,
renewed or replaced from time to time, and "NOTES" means collectively all of
such Notes.
"SECURITY INTEREST" means the security interest in the Collateral granted
to each Lender under Section 4 below, and "SECURITY INTERESTS" means
collectively all of such Security Interests.
"OBLIGATIONS" means collectively all obligations, debts and liabilities of
REC to the Lenders and each of them under this Agreement and the Notes.
"REC" means Renaissance Entertainment Corporation.
"WARRANT AGREEMENT" means a Warrant Agreement between REC and a Lender in
the form attached as EXHIBIT B to this Agreement, as amended from time to time,
and "WARRANT AGREEMENTS" means collectively all such Warrant Agreements.
Terms used, but not defined, in this Agreement have the meanings specified in
the Uniform Commercial Code as enacted in the State of Colorado, if defined
therein.
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2. LOANS.
2.1 At the Closing and subject to the satisfaction or waiver in writing of
the preconditions specified in Section 3 below, each Lender will make that
Lender's Loan to REC in immediately available funds.
2.2 At the Closing and subject to the satisfaction or waiver in writing of
the preconditions specified in Section 3 below, REC will execute and deliver to
each Lender a Note in the principal amount of that Lender's Loan. Each Note
will bear simple interest at the rate of twenty-four percent (24%) per annum on
the principal amount thereof and will mature on August 31, 1998.
2.3 At the Closing and subject to the satisfaction or waiver in writing of
the preconditions specified in Section 3 below, REC will execute and deliver to
each Lender a Warrant Agreement granting that Lender warrants to purchase one
share of REC's common stock at a price equal to the average closing bid price
for REC's common stock for the five business days immediately preceding the
Closing for each Five Dollars ($5.00) of the principal amount of that Lender's
Loan.
2.4 REC will use the proceeds of the Loans only for working capital
purposes and for upgrades to its computer systems.
3. PRECONDITIONS TO CLOSING.
3.1 The obligations of Lenders and REC to close the Loans under Section 2
above are subject to the satisfaction of each of the following preconditions,
unless any such precondition is waived in writing by each of Lenders and REC
prior to the Closing:
3.1.1 Lenders have made Commitments aggregating not less than
Four Hundred Thousand and No/100 Dollars ($400,000.00); and
3.1.2 There is no automatic stay in bankruptcy, temporary
restraining order, injunction, or other order of any court binding
upon REC that in any way prohibits, conditions, restricts or restrains
REC from issuing the Notes or the Warrant Agreements to Lenders or
otherwise performing REC's obligations under the Documents.
3.2 The obligations of Lenders to close the Loans under Section 2 above
are subject to the satisfaction of each of the following additional
preconditions, unless any such precondition is waived in writing by each of
Lenders prior to the Closing:
3.2.1 REC executes and delivers to each Lender that Lender's
Note in the principal amount of that Lender's Loan; and
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3.2.2 REC executes and delivers to each Lender that Lender's
Warrant Agreement; and
3.2.3 REC has filed all Uniform Commercial Code financing
statements required to perfect the Security Interests in the
Collateral (except Collateral constituting fixtures) as to each
Lender, to the extent the Security Interests may be perfected by such
filings; and
3.2.4 No Event of Default has occurred and is continuing
under this Agreement.
3.3 The obligation of REC to close the Loans under Section 2 above is
subject to the satisfaction of each of the following preconditions, unless any
such precondition is waived in writing by REC prior to the Closing:
3.3.1 Each Lender has made that Lender's Loan in immediately
available funds.
4. SECURITY INTERESTS.
4.1 To secure the payment and performance of the Obligations, REC grants
to each Lender an undivided Security Interest in the Collateral. The Security
Interests continue in effect until this Agreement is terminated under Section 13
below.
4.2 To secure the payment and performance of the Obligations, REC assigns
to each Lender all money (including proceeds of insurance and refunds of
unearned premiums) due or to become due with respect to, and all other rights of
REC with respect to, all policies of insurance covering the Collateral, and this
assignment constitutes a part of each Lender's Security Interest. REC directs
the issuer of any such insurance to pay all such money directly to each Lender.
4.3 Regardless of any priority otherwise available to any Lender by law or
agreement, other than this Agreement, the Security Interests granted to Lenders
under this Section 4 are pro rata and of co-equal priority.
4.4 The Security Interests may be enforced by Lenders only as and to the
extent provided in Section 10 of this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF REC.
REC makes the following representations and warranties to Lenders with
knowledge that Lenders are reasonably relying upon these representations and
warranties in entering into the Documents:
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5.1 REC has full power and authority to enter into the Documents and to
carry out the transactions contemplated thereby; and each of the Documents
constitutes the valid and binding obligation of REC and is enforceable in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting the enforcement of creditors' rights generally or by equitable
principles of general application; and
5.2 REC is (i) a corporation duly organized and existing and in good
standing under the laws of the State of Colorado, (ii) qualified to do business
in each state in which the manner in which it conducts its business requires
such qualification, and (iii) not in default under or in violation of any of the
provisions of its Articles of Incorporation or By-Laws; and
5.3 Neither the execution or delivery of the Documents nor compliance with
the terms and provisions of the Documents by REC will conflict with or result in
a breach or violation of any of the terms, conditions, or provisions of the
Articles of Incorporation or By-Laws of REC or of the terms and provisions of
any indenture or any other agreement to which REC may be subject, or to any
ruling of any court or governmental authority binding upon REC.
The foregoing representations and warranties will survive the execution,
delivery and performance of the Documents and the creation and payment and
performance of the Obligations.
6. AFFIRMATIVE COVENANTS OF REC.
REC covenants with Lenders that, until all Obligations have been paid and
performed in full and this Agreement has been terminated, REC will perform and
observe all of the following:
6.1 REC will insure itself and all of its insurable properties to such
extent and against such hazards and liabilities as is commonly done by
businesses similarly situated, and will furnish to any Lender, within ten (10)
days after written request from that Lender, full information concerning such
insurance; and
6.2 REC will provide to any Lender forthwith upon that Lender's written
request, such information about the financial condition, budget, properties and
operations of REC as that Lender may from time to time reasonably request; and
6.3 REC will:
6.3.1 At all times keep true and complete financial records
in accordance with generally accepted accounting principles
consistently applied; and
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6.3.2 At all times, permit any Lender to examine any or all
of its financial records and to make excerpts therefrom and
transcripts thereof and permit any Lender to occupy such space as it
needs to examine and inspect REC's records; and
6.3.3 Maintain its books and records at its principal office
now located at the address specified below its signature at the end of
this Agreement; and
6.4 REC will maintain the Renaissance Xxxxxx and other fixed and operating
assets in good condition and repair, subject only to normal wear and tear, and
any Lender will have the right to inspect the same from time to time; and
6.5 REC will preserve its corporate existence in good standing and will be
and remain qualified to do business as a foreign corporation in good standing in
all states in which it is required to be so qualified and will maintain all
permits, licenses and other similar matters necessary or appropriate for its
business; and
6.6 REC will cause its President, or another officer designated by the
President of REC, to notify each Lender in writing, within no more than fifteen
(15) days (and without the benefit of any grace period afforded in any provision
of this Agreement) after REC or any of its officers or directors learns of any
of the following:
6.6.1 The existence or occurrence of any Event of Default
under this Agreement; or
6.6.2 Any representation or warranty made in the Documents or
any of them, or in any related instrument or writing, was, for any
reason, in any material respect not true and complete or was
misleading when made; and
6.7 REC will timely comply with all of its respective agreements and valid
obligations, the breach of which would have a materially adverse effect on REC,
to and with all parties, and will not commit or permit to be committed any
material default of any term thereunder (excepting only those defaults, other
than defaults on the Obligations, that are contested in good faith and
concerning which appropriate and timely legal proceedings are commenced or other
action taken to stay the execution or enforcement thereof).
7. NEGATIVE COVENANTS OF REC.
REC covenants with Lenders that, until all Obligations have been paid and
performed in full and this Agreement has been terminated, REC will observe and
comply with each of the following provisions and will not act in contravention
of the following without each Lender's prior written consent:
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7.1 REC will not incur, create, assume or suffer to exist any mortgage,
pledge, lien, charge or other encumbrance of any nature whatsoever on any of the
Collateral, except:
7.1.1 The Security Interests granted by REC to Lenders; and
7.1.2 Any mortgage, pledge, lien, charge or other encumbrance
that exists on the date of this Agreement; and
7.1.3 Liens incurred in the ordinary course of business and
imposed by law, such as artisans' and carriers' liens, not then due
and payable; and
7.1.4 Judgment liens existing during the prosecution of an
appeal and with respect to which REC has secured a stay of execution
pending such appeal; and
7.1.5 Pledges or security deposits in the ordinary course of
business under workmen's compensation laws, unemployment insurance
laws or similar legislation and good faith security deposits in the
ordinary course of business to secure public or statutory obligations
of REC or to secure appeal bonds to which REC is a party; and
7.2 REC will not purchase, acquire, redeem or retire any of its capital
stock or rights with respect thereto; and
7.3 REC will not:
7.3.1 Sell, lease, assign, or otherwise transfer any material
part of its assets, except in the ordinary course of its business; and
7.3.2 Sell, assign or otherwise transfer or dispose of, with
or without recourse, any of its accounts or accounts receivable,
contracts, or notes receivable, except for endorsement of negotiable
instruments for collection in the ordinary course of its business; and
7.3.3 Liquidate, dissolve, or take any action with a view
toward liquidation or dissolution; and
7.4 REC will not purchase all or substantially all of the assets of any
corporation or other business enterprise or acquire any capital stock or other
securities or interest in another corporation, entity or business; and
7.5 REC will not materially change the nature of its business; and
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7.6 REC will not prepay prior to its respective presently existing
maturities any debt(s) or liability(ies), other than to Lenders and trade
accounts payable incurred in the ordinary course of business; and
7.7 Except in the ordinary course of its business, REC will not guarantee
or become directly or contingently liable on any note or other evidence of
indebtedness, letter of credit or contract of any kind for the benefit of
another person, or enter into any contract or agreement requiring it to make
payments regardless of the performance by the other party or that have the
effect of constituting a guarantee; and
7.8 REC will not make any loan or advance any funds whatsoever to any
business, entity, party or individual, except in the ordinary course of
business; and
7.9 REC will not declare or pay any dividends on its stock of any kind,
whether in cash, property or stock.
8. EVENT OF DEFAULT.
The occurrence of any one or more of the following events will constitute
an "Event of Default" under this Agreement and each of the Notes:
8.1 REC fails to pay or perform any of the payment Obligations when due or
(if payable on demand) on demand; or
8.2 REC fails to timely observe or perform any other material covenant or
agreement specified in any of the Documents; or
8.3 Any representation or warranty by REC set forth in this Agreement or
in any Warrant Agreement or in any financial statement or report proves to have
been incorrect, false or misleading in any material respect when made; or
8.4 A garnishment, summons, or writ of attachment is issued against or
served upon any Lender for the attachment of any property of REC or any
indebtedness owing to REC and such garnishment, summons, or writ of attachment
has not been released within thirty (30) days; or
8.5 REC shall (i) be or become insolvent (however defined under applicable
law); or (ii) voluntarily file, or have filed against it involuntarily, a
petition under the United States Bankruptcy Code; or (iii) suffer the
appointment of a receiver, custodian, trustee, or liquidator, voluntarily or
involuntarily, for all or any portion of its assets or property; or
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8.6 REC shall (i) suffer the appointment of a receiver, custodian,
trustee, or liquidator, voluntarily or involuntarily, for the corporation; or
(ii) be dissolved or liquidated; or
8.7 A judgment, decree or order for the payment of money is outstanding
against REC and has been outstanding for more than thirty (30) days from the
date of its entry and has not been discharged in full or stayed; or
8.8 REC at any time suffers a material adverse change in its financial,
operating or business condition, properties or assets.
9. REMEDIES UPON AN EVENT OF DEFAULT.
In the manner and to the extent provided in Section 10 below, upon the
occurrence of an Event of Default, Lenders may:
9.1 Declare any or all unmatured payment Obligations to be immediately due
and payable, and the same will thereupon be immediately due and payable, without
presentment or other notice or demand; and
9.2 Exercise and enforce any or all rights and remedies available under
this Agreement, the Notes or any of them; and
9.3 Exercise and enforce any or all rights and remedies available upon
default to a secured party under the Uniform Commercial Code and other
applicable law, and REC will make the Collateral available to the Agent at a
place or places acceptable to the Agent; and
9.4 Exercise and enforce any or all other rights or remedies available to
Lenders by law or agreement against the Collateral, against REC, or against any
other person or property.
Mere delay or failure to act will not preclude the exercise or enforcement of
any of Lenders' rights or remedies. All rights and remedies of Lenders will be
cumulative to the fullest extent allowed by law and may be exercised or enforced
singularly or concurrently, at the Agent's option, and the exercise or
enforcement of any one such right or remedy will neither be a condition to nor
bar the exercise or enforcement of any other. All advances, charges, costs and
expenses, including reasonable attorneys' fees, incurred or paid by Lenders or
the Agent or any of them in exercising or enforcing any right, power or remedy
conferred by any of this Agreement and the Notes or in the enforcement thereof,
or in the enforcement of any of the Obligations, or in connection with the
insolvency or bankruptcy of REC, and in all cases whether suit be brought or
not, will be paid to the respective Lenders and the Agent by REC immediately
upon demand by the respective Lenders or the Agent with interest thereon until
paid at the rate set forth in the Notes.
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10. ENFORCEMENT OF REMEDIES.
10.1 Upon the occurrence of an Event of Default, any Lender may exercise
the remedies specified in Paragraph 9.1 above with respect only to the payment
Obligations due that Lender and may demand immediate payment by REC of such
payment Obligations. The Lender making such demand for payment must give notice
of such demand to all other Lenders and to the Agent within forty-eight (48)
hours after making such demand upon REC.
10.2 Except as provided in Paragraph 10.1 above, Lenders may not,
individually or collectively, take any action to collect or enforce any of the
Obligations or the Notes or the Security Interests or this Agreement except in
compliance with this Paragraph 10.2.
10.2.1 If all principal and interest due under the Notes have
not been paid in full by August 31, 1998, then the Agent will enforce
Lenders' rights and remedies as specified in Subparagraph 10.2.3
below; provided, however, that such enforcement action need not be
taken if Lenders holding eighty-five percent (85%) or more of the
outstanding principal amount of the Notes vote to the contrary.
10.2.2 If an Event of Default occurs and is continuing,
Lenders holding at least sixty-five percent (65%) of the outstanding
principal amount of the Notes may, by notice to the Agent, instruct
the Agent to enforce Lenders' rights and remedies as specified in
Subparagraph 10.2.3 below.
10.2.3 Upon satisfaction of the preconditions specified in
Subparagraphs 10.2.1 or 10.2.2 above, the Agent will commence and
diligently prosecute on behalf of all Lenders one or more of the
following collection actions as the Agent, in his sole and absolute
discretion, deems necessary or appropriate to obtain satisfaction of
the Obligations:
(a) Take possession of, manage, obtain a receiver for,
foreclose upon, collect, and liquidate all or any portion of
the Collateral, and exercise and enforce all rights and
remedies of a secured party under this Agreement, the Notes,
and applicable law; and
(b) Exercise and enforce all other rights and remedies
under or with respect to this Agreement and the Notes,
including the right to commence or to forbear from
commencing suit to enforce the Obligations and the right to
appear and participate on behalf of Lenders, file proofs of
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claim on behalf of Lenders, and otherwise enforce the
Security Interests and other rights and remedies of Lenders
in any bankruptcy or insolvency proceeding concerning REC.
Notwithstanding any other provision of this Section 10, the Agent may
not modify the interest rate or waive any principal or interest
payments required under any Note without the prior written consent of
the Lender holding each Note affected thereby.
10.2.4 REC irrevocably appoints the Agent (which appointment
is coupled with an interest) as REC's attorney-in-fact, in REC's name
after the occurrence of an Event of Default, to inscribe all necessary
or appropriate endorsements on the items of Collateral, to execute and
deliver proofs of claim, to receive money, to endorse checks and other
instruments representing payment, and to adjust, litigate, compromise
or release any claim against any account debtor on or insurer of any
of the Collateral.
10.2.5 Each Lender agrees that all payments with respect to
the Notes (whether as a prepayment or otherwise), including all
proceeds from collection efforts, will be applied as follows:
(a) first, to the payment of all expenses of
collection incurred in connection with any collection
activities permitted under this Agreement; and
(b) second, to each Lender on a pro rata basis for the
payment of principal and accrued interest on the Notes.
Each Lender will receive a pro rata amount equal to the then
available proceeds multiplied by the following ratio: the
numerator of which is equal to the outstanding accrued
interest and principal owing under the Note of such Lender,
and the denominator of which is the aggregate accrued
interest and outstanding principal then owing under all
Notes.
If any Lender receives any payments or other amounts in contravention
of the terms and provisions of this Agreement, such amounts will be
held in trust for the benefit of the other Lenders for redistribution
and payment to Lenders as required hereunder.
10.2.6 If the Agent is permitted to exercise any collection
rights or other remedies under this Agreement, then upon the request
of the Agent, each Lender will contribute its pro rata percentage
toward the payment of any reasonable costs and expenses incurred in
connection therewith,
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including any related attorneys' fees. In the event any Lender fails
promptly to provide funds for the payment of such amounts, then the other
Lenders are authorized to supply the same and will be reimbursed therefor
from the first funds available for the account of such defaulting Lender.
10.3. Lenders holding at least eighty-five percent (85%) of the
outstanding principal amount of the Notes may, by written consent:
10.3.1 Subordinate the indebtedness represented by the Notes,
including any liability of REC resulting from a default in the
performance of its obligations under the Notes, to the extent set
forth in such written consent; and
10.3.2 Subordinate any Security Interest to the extent set
forth in such written consent; and
10.3.3 Terminate and release any Security Interest or any
Collateral.
10.4 The priority or parity of the rights and claims of the Lenders as
general creditors of REC (rather than as secured parties) will not be affected
or impaired under this Agreement.
10.5 Except as expressly provided herein, the Agent and Lenders will have
no duty under this Agreement to preserve, protect, care for, insure, take
possession of, collect, dispose of, or otherwise realize upon any of the
Collateral.
10.6 Lenders and REC agree to execute, deliver, or endorse any and all
instruments, documents, assignments, financing statements, and other agreements
and writings which may at any time be required to effectuate the terms,
conditions, and rights under this Agreement.
10.7 No Lender will be required to indemnify or hold harmless any other
Lender from and against any and all loss, damage, liability, cost, and expense
to which such Lender or its agents may become subject in connection with any and
all actions taken, or not taken, pursuant to this Agreement by such Lender,
except for the gross negligence or willful misconduct of such Lender.
10.8 The Agent, in his capacity as the Agent, will have no duty,
responsibility or obligation other than as is specifically set forth in this
Section 10. If the Agent also is a Lender, nothing in this Section 10 will
affect his right to vote under this Section 10 in his capacity as a Lender.
10.9 The Agent may exclusively rely upon and will be protected in acting
upon any statement, certificate, notice, request, consent, order or other
document believed by
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him to be genuine and to have been signed or presented by the property party
or parties under this Agreement. The Agent will be under no duty or
obligation to ascertain the accuracy or correctness of any matter set forth
in any notice received by him pursuant to the terms of this Agreement and
will be entitled to fully rely on any such notice alone, without further
documentation or inquiry. The Agent may retain counsel in respect of any
questions arising under this Agreement and the Agent will not be liable for
any action taken or omitted in good faith on advice of such counsel. The
termination of this Agreement will constitute full and complete discharge of
all obligations of the Agent under this Agreement.
10.10 Lenders and REC will indemnify and hold harmless the Agent from
and against any and all loss, damage, liability, cost, and expense to which the
Agent may become subject in connection with any and all actions taken, or not
taken, pursuant to this Agreement by the Agent, except for the gross negligence
or willful misconduct of the Agent.
11. CLOSING.
The Closing of the Loans under Section 2 above will occur at the offices of
REC in Boulder, Colorado on March 16, 1998, or at such other place or time as
REC and all Lenders may agree.
12. NOTICES.
All notices and other communications under this Agreement and the Notes
must be in writing and must be (i) personally delivered, or (ii) sent by
overnight United States express mail, postage prepaid, or (iii) sent by
overnight delivery service, or (iv) transmitted by telecopy, in each case
addressed to the party to whom notice is being given at its address, or, if
telecopied, transmitted to that party at its telecopier number, set forth
beneath its signature at the end of this Agreement, or, as to each party at such
other address or telecopier number as may hereafter be designated in a notice by
that party to the other parties which complies with the terms of this Section.
All such notices or other communications will be deemed to have been given on
(i) the date received if delivered personally, or (ii) the day after it is
mailed if mailed by overnight United States express mail or by overnight
delivery service, or (iii) the date of transmission if delivered by telecopy.
13. TERMINATION.
Provided that no Event of Default has occurred and is continuing, this
Agreement will terminate upon receipt by all Lenders of payment in full of all
principal, interest and other amounts due under the Notes, this Agreement, and
all other Obligations then due and unpaid. Thereafter, Lenders, at the request
and expense of REC, will execute and deliver to REC a proper instrument or
instruments acknowledging satisfaction and
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termination of this Agreement, the Notes, the Security Interests, and any
related financing statements.
14. MISCELLANEOUS.
14.1 This Agreement may not be waived, modified, or amended except by a
written instrument signed by the parties hereto. Any waiver signed by any
Lender will be effective only in the specific instance and for the specific
purpose given.
14.2 This Agreement may not be assigned by REC or the Agent without the
prior written consent of all Lenders.
14.3 This Agreement is binding upon and will inure to the benefit of the
parties hereto and their respective successors, assigns, and personal
representatives.
14.4 This Agreement has been entered into in Boulder, Colorado and will be
governed by and construed and enforced in accordance with the laws of the State
of Colorado. The parties agree that all disputes in any way relating to the
Documents or the transactions contemplated in the Documents will be venued in
the state or federal district courts in the State of Colorado.
14.5 If any provision of this Agreement is held unlawful or unenforceable
in any respect, such illegality or unenforceability will not affect other
provisions or applications which can be given effect and this Agreement will be
construed as if the unlawful or unenforceable provision or application had never
been contained herein or prescribed hereby.
14.6 The headings in this Agreement are for convenience of reference only
and do not alter or affect any provision hereof.
14.7 This Agreement may be executed in any number of counterparts, each of
which will be deemed an original but all of which together will constitute one
and the same instrument.
14.8 Lenders and the Agent each acknowledge that Xxxx, Plant, Xxxxx, Xxxxx
& Xxxxxxx, P.A., has acted as counsel for REC in connection with the negotiation
and preparation of the Documents and that Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx,
P.A., has acted and will act as counsel only for REC in all matters relating to
the Documents and all transactions contemplated thereby.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
AGENT: REC:
RENAISSANCE ENTERTAINMENT
CORPORATION
By
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Title
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Telecopier: 0000 Xxxxxxxx Xxxxxx, Xxxxx 000
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Attention: Xxxxx XxXxxxxx
Telecopier: 000 000-0000
LENDERS:
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LOAN AND SECURITY AGREEMENT
SCHEDULE 1
LENDERS
LENDER COMMITMENT
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LOAN AND SECURITY AGREEMENT
EXHIBIT A
NOTE
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PROMISSORY NOTE
$_______________ ______________, 1998
FOR VALUE RECEIVED, Renaissance Entertainment Corporation ("Maker"), promises to
pay to ____________________________, or order, at 0000 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxx, or such other place as the holder of this Note may
designate in writing to Maker, the principal sum of ______________________
Dollars ($__________), together with simple interest on the unpaid principal
balance from the date of this Note until fully paid at the rate of twenty-four
percent (24%) per annum. Principal and interest are due and payable in lawful
money of the United States of America.
Principal and interest are due and payable in nine (9) consecutive weekly
installments in the amount of _______________________________Dollars
($_________) each, commencing on July 1, 1998, and continuing on each Wednesday
thereafter through and including August 26, 1998, and on August 31, 1998, the
entire unpaid principal balance and all accrued but unpaid interest under this
Note will be immediately due and payable. Each weekly installment payment will
be applied first to accrued but unpaid interest and the remainder to principal.
This Note may be fully or partially prepaid at any time during the term of this
Note without penalty or premium. Any prepayment will be applied first to
accrued but unpaid interest and the remainder to the principal portions of the
weekly installments due under this Note in the order the weekly installments
become due.
Maker waives presentment, dishonor, protest, demand, diligence, notice of
protest, notice of demand, notice of dishonor, notice of nonpayment, and any
other notice of any kind otherwise required by law in connection with the
delivery, acceptance or performance of this Note and expressly agrees that this
Note, or any payment hereunder, may be extended or subordinated (by forbearance
or otherwise) at any time, without in any way affecting the liability of Maker.
This Note is issued subject to and is secured by the property described in the
Loan and Security Agreement dated ___________, 1998 ("Agreement"). Upon the
occurrence of any "Event of Default," as that term is defined in the Agreement,
the entire principal balance and accrued but unpaid interest will at once become
due and payable, without presentment or other notice or demand, at the option of
the holder of this Note. All other aspects of the default, enforcement, and
collection of this Note are subject to the terms of the Agreement.
This Note is governed by and will be construed and enforced according to the
laws of the State of Colorado.
RENAISSANCE ENTERTAINMENT CORPORATION
By
-----------------------------------
Its
--------------------------------
LOAN AND SECURITY AGREEMENT
EXHIBIT B
WARRANT AGREEMENT
No. W-STL-__
Warrant to
Purchase _______
Shares
WARRANT TO PURCHASE COMMON STOCK OF
RENAISSANCE ENTERTAINMENT CORPORATION
THIS CERTIFIES THAT for value received ___________________ is entitled,
subject to the terms and conditions hereinafter set forth, to purchase from
RENAISSANCE ENTERTAINMENT CORPORATION, a Colorado corporation (the "Company"),
_______ fully paid and non-assessable shares of Common Stock of the Company
(herein called the "Common Stock"), upon presentation and surrender of this
Warrant with the Subscription Form duly executed, at any time during the term
hereof, at the principal office of the Company or at such other office as shall
have theretofore been designated by the Company by notice pursuant hereto and
upon payment therefor of the Purchase Price, in lawful money of the United
States of America, determined as set forth below. The term of this Warrant
shall commence on the date hereof, and terminate, if not exercised prior
thereto, at 5:00 p.m. Mountain Time, on March 1, 2003 (the "Expiration Date").
This Warrant is one of a series of Warrants issued pursuant to that certain
Loan Agreement dated ______________, 1998, (the "Loan Agreement").
This Warrant is subject to the following terms and conditions:
1. The purchase rights represented by this Warrant are exercisable at any
time prior to 5:00 p.m. Mountain Time on the Expiration Date, at the option of
the registered holder hereof (the "Holder"), in whole or in part (but not as to
a fractional share of Common Stock). In the case of the purchase of less than
all the shares purchasable under this Warrant, the Company shall cancel this
Warrant upon the surrender hereof and shall execute and deliver a new Warrant of
like tenor for the balance of the shares purchasable hereunder.
2. The purchase price for each share of Common Stock purchasable pursuant
to the exercise of this Warrant shall be _________________________ ($____)
(price reflects one-for-five reverse stock split effective February 23, 1998)
per share (the "Initial Purchase Price") or the adjusted price, if applicable,
determined as set forth in Section 9 hereof. The Initial Purchase Price, and
from time to time the number of shares of Common Stock subject to purchase
hereunder are subject to adjustment in certain circumstances provided for below.
The purchase price, as defined above, is hereinafter referred to as the
"Purchase Price".
(a) In case the Company shall (i) pay a dividend in shares of
its capital stock (other than an issuance of shares of capital stock
to holders of Common Stock who have elected to receive a dividend in
shares in lieu of cash), (ii) subdivide its outstanding shares of
Common Stock, (iii) reduce, consolidate or
combine its outstanding shares of Common Stock into a smaller number of
shares, or (iv) issue by reclassification of its shares of Common Stock
any shares of the Company, the number of shares of Common Stock issuable
upon exercise of this Warrant shall be the number of shares of Common
Stock of the Company which the Warrant Holder would have owned or would
have been entitled to receive after the happening of any of the events
described above had this Warrant been exercised immediately prior to the
happening of such event. Such adjustment shall be made successively
whenever any such effective date or record date shall occur. An
adjustment made pursuant to this subsection (a) shall become effective
retroactively, immediately after the record date in the case of a
dividend and shall become effective immediately after the effective date
in the case of a subdivision, reduction, consolidation, combination or
reclassification.
(b) If the Company shall at any time issue or sell or be deemed
pursuant to the provisions of subsections 2(c) and (d) hereof to have
issued or sold shares of its Common Stock
for consideration per share less than the Initial Purchase Price then
in effect with respect to such Common Stock, then the Initial Purchase
Price shall be reduced by multiplying it by a fraction, the numerator
of which equals the number of shares of Common Stock outstanding prior
to the sale or issuance plus the number of shares of Common Stock
which would have been issued in the transaction if the Initial
Purchase Price had been applied, and the denominator of which equals
the number of shares of Common Stock outstanding after the sale or
issuance plus the number of shares of Common Stock actually issued in
the transaction.
(c) In case at any time after the date hereof the Company shall
in any manner grant (whether directly or by assumption in a merger or
otherwise) any rights to subscribe for or to purchase, or any options
for the purchase of, Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock (such rights or
options being herein called "Options" and such convertible or
exchangeable stock or securities being herein called "Convertible
Securities") at an option or conversion price per share of Common
Stock (determined by dividing: (i) the total amount, if any, received
or receivable by the Company as consideration for the granting of such
Options, plus the minimum aggregate amount of additional consideration
payable upon the exercise of such Options, plus, in the case of such
Options which relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable upon the issue or
sale of such Convertible Securities and upon the conversion or
exchange thereof, by (ii) the total maximum number of shares of Common
Stock of the Company, issuable upon the exercise of such Options and
in the case of Convertible Securities, upon conversion thereof) less
than the Initial Purchase Price then in effect with respect to such
Common Stock, then the total maximum number of shares of Common Stock
issuable upon the exercise and conversion of such Options and
Convertible Securities shall be deemed to be outstanding and to have
been issued and sold by the Company as of the date of the issue or
sale of the
-2-
Options, for such price per share. No sale, issuance or transfer of
shares of Common Stock shall be deemed to have been made upon the actual
issuance of such Common Stock except as otherwise provided in subsection
2(e) hereof.
(d) In case at any time after the date hereof the Company shall
in any manner issue or sell (whether directly or by assumption in
merger or otherwise) any Convertible Securities, whether or not the
rights to exchange or convert thereunder are immediately exercisable,
and the price per share of Common Stock issuable upon such conversion
or exchange (determined by dividing: (i) the total amount received or
receivable by the Company, as consideration for the issue or sale of
such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (ii) the total maximum number of
shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities) shall be less than the Initial Purchase
Price then in effect with respect to such Common Stock, then the total
maximum number of shares of Common Stock issuable upon conversion of
all such Convertible Securities shall be deemed to be outstanding and
to have been issued and sold by the Company as of the date of the
issue or sale of the Convertible Securities, for such price per share.
No sale, issuance or transfer of shares of Common Stock shall be
deemed to have been made upon the actual issuance of such Common Stock
except as otherwise provided in subsection 2(e) hereof.
(e) If the purchase price payable or number of shares of Common
Stock subject to purchase as provided for in any Options referred to
in subsection 2(c) hereof, the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities
referred to in subsections 2(c) or (d), or the rate at which any
Convertible Securities referred to in subsections 2(c) or (d) are
convertible into Common Stock shall change so as to reduce the deemed
sale price of Common Stock previously calculated under subsections
2(c) and/or (d), then a sale of shares of Common Stock shall be deemed
to have occurred for the purposes of subsections 2(c) and/or (d), as
applicable, with appropriate adjustments to be made to the number of
shares of Common Stock deemed to have been sold to reflect the prior
related deemed sale and such adjustments by the adjustment of the
Initial Purchase Rate and Initial Purchase Price pursuant to
subsections 2(c) or (d), as applicable.
(f) In case of any consolidation of the Company with or merger
of the Company with or into another corporation or in case of any
sale, transfer or lease to another corporation of all or substantially
all of the property of the Company, the Company or such successor or
purchasing corporation, as the case may be, shall execute an agreement
that the Holder of a Warrant shall have the right thereafter upon
payment of the Initial Purchase Price in effect immediately prior to
such action to purchase upon exercise of the Warrant the kind and
amount of shares and other securities and property which the Holder
would have owned or
-3-
would have been entitled to receive after the happening of such
consolidation, merger, sale, transfer or lease had the Warrant been
exercised immediately prior to such action. The Company shall give
prompt written notice of the execution of any such agreement to the
Holder of each Warrant at the address of such Holder as shown on the
records of the Company. Such agreement shall provide for subsequent
adjustments, which shall be as nearly equivalent as may be practicable
to the adjustments provided for in this section 2, after the happening
of such consolidation, merger, sale, transfer or lease. The provisions
of this subsection 2(f) shall similarly apply to successive
consolidations, mergers, sales, transfers or leases.
(g) The provisions of this section 2 shall not apply to any
currently outstanding securities of the Company or any management
stock grants or sales, stock options or shares of Common Stock issued
upon exercise of stock options issued to officers, directors,
employees or consultants of the Company pursuant to a plan heretofore
adopted and approved by the Board of Directors of the Company.
(h) Upon the expiration of any Option or the termination of any
right to convert or exchange any Convertible Securities without the
issuance of shares of Common Stock, then with respect to any Warrants
which then remain outstanding, the Initial Purchase Price shall be
readjusted to the Initial Purchase Price which would have prevailed
absent the adjustment made as a result of the issuance of such Options
or Convertible Securities.
(i) In case any Options shall be issued in connection with the
issue or sale of other securities of the Company, together comprising
one integral transaction in which no specific consideration is
allocated to such Options by the parties thereto, such Options shall
be deemed to have been issued without consideration.
(j) In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold or deemed to have been issued or
sold for cash, the consideration received therefor shall be deemed to
be the amount received therefor by the Company. In case any shares of
Common Stock, Options or Convertible Securities shall be issued or
sold for a consideration other than cash, the amount of the
consideration other than cash received by the Company shall be the
fair market value of such consideration, as determined by the Board of
Directors of the Company.
3. In case at any time:
(a) The Company shall declare any cash dividend on its Common
Stock at a rate in excess of the rate of the last cash dividend
theretofore paid;
-4-
(b) The Company shall pay any dividend payable in stock upon its
Common Stock or make any distribution (other than regular cash
dividends) to the holders of its Common stock;
(c) The Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any
class or other rights;
(d) There shall be any capital reorganization, or
reclassification of the capital stock of the Company or consolidation
or merger of the Company with, or sales of all or substantially all of
its assets to, another corporation; or
(e) There shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall give written notice,
by first class mail, postage prepaid, addressed to the Holder at the address of
such holder as shown on the books of the Company, of the date on which (1) the
books of the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights, or (2) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of Common Stock of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding up, as the case may be. Such written notice shall be
given at least 20 days prior to the action in question and not less than 20 days
prior to the record date or the date on which the Company's transfer books are
closed in respect thereto.
4. If any event occurs as to which, in the sole opinion of the Board of
Directors of the Company, the other provisions of this Warrant are not strictly
applicable or if strictly applicable would not fairly protect the rights of the
Holder in accordance with the essential intent and principles of such
provisions, then the Board of Directors shall make such adjustment in the
application of such provisions as may be necessary, in the sole judgment of such
Board, in accordance with such essential intent and principles, to protect such
rights as aforesaid.
5. Exercise of this Warrant shall be made by the surrender hereof by the
Holder to the Company at its principal office together with (i) the attached
Subscription Form designating the number of shares of Common Stock being
purchased, (ii) a certified check or cash in payment for such shares and (iii) a
letter of transmittal setting forth the computation of the amount of said
payment. The Company shall thereafter promptly (in any event within seven (7)
business days after such exercise) issue certificates for the number of shares
of the Common Stock of the Company purchased at the Purchase Price in effect at
the time of such exercise. The Holder shall be deemed to be the record owner of
such shares of Common Stock as of the close of business on the date of such
exercise. The Holder shall not be entitled to receive a fractional share, but
in lieu thereof the Company shall pay in cash an amount equal to the market
value of such fractional share if the Common Stock has a market value, or if
not, the book value of such
-5-
fractional share. The Company shall thereupon cancel this Warrant; and in
the event that less than the entire number of shares purchasable are
purchased, shall issue a new Warrant for the number not so purchased.
6. The Company covenants and agrees that all shares which may be issued
upon the exercise of this Warrant will, upon issuance, be duly and validly
authorized and issued, fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issue thereof; and without limiting the
generality of the foregoing, the Company covenants and agrees that it will, from
time to time, take all such action as may be requisite to assure that the par
value or stated value per share of the Common Stock to be acquired upon the
exercise of this Warrant is at all times equal to or less than the then
effective Purchase Price per share of the Common Stock issuable pursuant to
exercise of this Warrant. The Company further covenants and agrees that during
the period within which this Warrant may be exercised, the Company will at all
times have authorized and reserved for the purpose of the issue upon exercise of
this Warrant a sufficient number of shares of its Common Stock to provide for
such exercise.
7. (a) The Holder represents that he is acquiring this Warrant and,
in the absence of an effective registration statement under the
Securities Act of 1993 (the "1933 Act") for the shares of Common Stock
issuable hereunder, such shares for the purpose of investment and not
with a view to or for sale in connection with any distribution
thereof. The Holder and the holder of any shares of Common Stock
issued upon exercise hereof, by his acceptance hereof, agrees that he
will notify the Company in writing before selling or otherwise
disposing of this Warrant or any shares of Common Stock issued to him
upon exercise hereof, describing briefly the nature of any such sale
or other disposition, and no such sale or other disposition shall be
made unless and until (i) the Company has received an opinion of
counsel reasonably acceptable to it that no registration (or
perfection of an exemption) under the 1933 Act is required with
respect to such sale or disposition (which opinion may be conditioned
upon the transferee's assuming the Holder's obligation under this
section 7) or (ii) an appropriate registration statement with respect
to such Warrant or such Common Stock, or both, has been filed with the
Securities and Exchange Commission (the "Commission") and declared
effective by the Commission. The Company may require that this
Warrant and certificates representing shares of Common Stock issued
upon exercise hereof be stamped or imprinted with an appropriate
legend reflecting the foregoing restrictions. For the purposes of
this section 7, the term "Securities" shall include this Warrant and
the shares of Common Stock issued or issuable upon the exercise
hereof.
(b) The restrictions imposed by this section 7 on the transfer
of the Securities shall terminate as to any portion of the Securities
when:
(i) Such portion of the Securities shall have been
effectively registered under the 1933 Act and sold by the
holder thereof in accordance with such registration or
exemption; or
-6-
(ii) Written opinions to the effect that such a
registration is no longer required or necessary under any
Federal or State law or regulation of governmental authority
shall have been received from legal counsel for the Company
and counsel for the holder of such portion of the
Securities; or, if a favorable opinion is obtained from
holder's counsel, and counsel for the Company declines to
render such an opinion, upon the holder's undertaking to
indemnify the Company, on terms satisfactory to the Company,
against all liability or loss the Company may sustain in
connection with such transfer; or
Whenever the restrictions imposed by this section 7 shall
terminate, as provided above, any holder of the Securities as to which
such restrictions shall have terminated shall be entitled to receive
promptly from the Company, without expense to him, a new certificate,
not bearing the restrictive legend referred to in clause (a) hereof.
8. The Company will use its best efforts to cause the shares of Common
Stock issuable upon exercise of the Warrants (the "Registerable Securities") to
be registered with the Securities and Exchange Commission, at the Company's
expense, under the Securities Act of 1933 (the "1933 Act") prior to November 11,
1998. The Company will use its best efforts to keep such Registration Statement
effective until the earlier of March 1, 2003 or until all of the Registerable
Securities have been sold pursuant to such Registration Statement. In the event
that the Registration Statement to be filed with the Commission as set forth in
this section 8 has not been declared effective by the Commission by November 11,
1998, the purchase price of the Warrants shall be reduced as follows: the
Initial Purchase Price shall be reduced by 2% for every 30 days following
November 11, 1998, until the Registration Statement is declared effective. In
connection with such registration:
(a) The Company will pay all costs and expenses incurred in
connection with the registration of the Registerable Securities,
including all registration filing fees, printing fees, fees and
disbursements of counsel and accountants of the Company and one set of
counsel for the Investors. Transfer taxes, brokerage commissions and
underwriters' discounts attributable to the Registerable Securities
shall be for the account of the Investors;
(b) The Company will furnish at its expense to the Investors
such number of copies of the preliminary, final, supplemental or
amended prospectus in conformity with the requirements of the 1933 Act
and rules and regulations thereunder, as may be reasonably required in
order to facilitate the disposition of the Registerable Securities;
-7-
(c) Unless preempted by Federal law, the Company will register
or qualify the Registerable Securities under any applicable state
securities or blue sky laws in such jurisdictions as the Investors
shall reasonably request;
(d) The Company will cause the Registerable Securities to be
listed on the NASDAQ Small Cap Market (or principal exchange if
applicable) on which the Common Stock is then listed; and
(e) The Company shall indemnify and hold harmless, to the full
extent permitted by law, each Investor, its officers and directors and
each person who controls such Investor within the meaning of the 1933
Act and any investment adviser against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue
statement of a material fact contained in any registration statement,
prospectus or preliminary prospectus or any omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any
information with respect to the Investor furnished in writing to the
Company by such Investor expressly for use therein. The Company will
indemnify the underwriters, if any, of the Registerable Securities,
their officers and directors and each person who controls any such
underwriter to the same extent. The Company will reimburse each
indemnified party for all legal expenses incurred in connection with
investigating or defending any such claims. Each Investor severally,
but not jointly, shall indemnify and hold harmless the Company against
all losses, claims, damages, liabilities, and expenses caused by any
untrue or alleged untrue statement or a material fact in any
registration statement, prospectus or preliminary prospectus or any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading; except that such indemnification shall be available in
each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission
was made in reliance upon information and in conformity with written
information furnished to the Company by Investor specifically for use
in the preparation thereof. If the indemnification provided for
herein is unavailable or insufficient to hold harmless an indemnified
party, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses,
claims, damages, or liabilities referred to above (a) in such
proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Investors on the other; or (b)
if the allocation provided by clause (a) above is not permitted by
applicable law, in such proportion as is appropriate to reflect the
relative benefits referred to in clause (a) above but also the
relative fault of the Company on the one hand and the Investors on the
other in connection with the statements or omissions which resulted in
such losses, claims, damages, or liabilities, as well as any other
relevant equitable considerations. Relative fault shall be determined
by reference to, among other things, whether the untrue statement of a
material fact or the omission to state a material fact relates to
-8-
information supplied by the Company or the Investor and the parties'
relative intent, knowledge, access to information, and opportunity to
correct or prevent such untrue statement or omission. For purposes of
this subsection, the term "damages" shall include any counsel fees or
other expenses reasonably incurred by the Company or the Investors in
connection with investigating or defending any action or claim which
is the subject of the contribution provisions of this section.
Each party entitled to contribution agrees that upon the service
of a summons or other initial legal process upon it in any action
instituted against it in respect of which contribution may be sought,
it shall promptly give written notice of such service to the party or
parties from whom contribution may be sought, but the omission so to
notify such party or parties of any such service shall not relieve the
party from whom contribution may be sought from any obligation it may
have hereunder or otherwise.
9. This Warrant is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for new warrants of like tenor and date
representing in the aggregate the right to purchase the number of shares
purchasable hereunder, each of such new Warrants to represent the right to
purchase such number of shares as shall be designated by said Holder at the time
of such surrender. Subject to section 7 hereof, this Warrant and all rights
hereunder are transferable in whole or in part by the Holder, in person or by
duly authorized attorney, upon surrender of this Warrant duly endorsed, at the
principal office of the Company.
10. Upon the receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and, in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory
to it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu of this
Warrant.
11. All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when delivered or
mailed first-class postage prepaid or delivered to a telegraph office for
transmission:
(a) If to the Holder at such address as may have been furnished
by such holder to the Company in writing; and
(b) If to the Company at such address as may have been furnished
by the Company to the Holder of this Warrant in writing.
12. This Warrant shall be binding upon any successors or assigns of the
Company.
13. This Warrant shall be construed in accordance with and governed by the
laws of the State of Colorado.
-9-
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and delivered as of the date set forth below by one of its officers thereunto
duly authorized.
Dated: ________________, 1998.
RENAISSANCE ENTERTAINMENT CORPORATION
By
-----------------------------------
Its
--------------------------------
______________________________
SUBSCRIPTION FORM
To be signed only upon exercise of Warrant
The undersigned the holder of the within Warrant, hereby irrevocably elects
to exercise the purchase right represented by such Warrant for, and to purchase
thereunder, __________ of the shares of Common Stock of RENAISSANCE
ENTERTAINMENT CORPORATION to which such Warrant relates and herewith makes
payment of $__________, therefor in cash or by certified check and requests that
the certificates for such shares be issued in the name of, and be delivered to,
______________________________, the address for which is set forth below the
signature of the undersigned.
Dated: ____________________
---------------------------------------
(Signature)
---------------------------------------
---------------------------------------
(Address)
---------------------------------------
To be signed only upon transfer of Warrant
-10-
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________ ______________________________ the right to purchase shares
of Common Stock of RENAISSANCE ENTERTAINMENT CORPORATION to which the within
Warrant relates and appoints ______________________________, attorney, to
transfer said right on the books of RENAISSANCE ENTERTAINMENT CORPORATION with
full power of substitution in the premises.
Dated: ____________________
---------------------------------------
(Signature)
---------------------------------------
---------------------------------------
(Address)
11
