April 2, 1998
Class A Warrantholder
Renaissance Golf Products, Inc.
Re: Renaissance Golf Products, Inc. Class A Warrant Agreement Amendment
Dear Class A Warrantholder:
As you may know, Renaissance Golf Products, Inc. has recently experienced a
change in control and a move from Huntington Beach, California, to Draper, Utah.
Xxxx X. Xxxxxxx is the new Chief Executive Officer and Chairman of the Board of
Directors of the Company. The management team has been reconstituted as has the
Board of Directors.
Since the change, sales have more than doubled to just under $6,000,000, up
from $2,600,000 in 1996. This year, sales during the first two quarters should
exceed total sales for 1997. Management is extremely excited about the new life
breathed into the Company.
As sales grow so do capital requirements. The Company is just completing a
private stock offering to raise up to $2,400,000 and intends to raise additional
capital to permit continued growth. As part of the Company's financing plan,
and in an effort to bring more immediate value to the outstanding Class A
Warrants ("Warrants"), currently out-of-the-money, the Company's Board of
Directors has resolved to offer a change in pricing on the outstanding
Warrant(s) which are set to expire on November 15, 1998.
The Warrants were originally exercisable at $6.50 per share, subject to
adjustment in the event of additional stock issuances and stock splits. As a
result of additional stock being issued and the 4:1 reverse split effectuated on
November 12, 1997, the current exercise price of the Warrants stands at $10.62
per share. Assuming full subscription of the current private placement, the
price of the Warrants will again be adjusted, this time to a price of $9.61.
The Board has determined to offer you, as a current Warrantholder, the
opportunity to have the exercise price of your Warrant(s) reduced to $5.50 per
share, to be effective April 15, 1998, conditioned upon your agreeing to an
Amendment of your Warrant Agreement reducing the Warrant redemption price from
$9.00 to $7.00 and eliminating any further possibility of price adjustments to
the Warrant exercise price.
If you choose to agree to this Board approved Amendment of your Warrant
Agreement to reduce the exercise price of your Warrant(s), please sign the
Acknowledgment and Consent on the bottom of this letter which shall serve as the
"Amendment" to the Warrant Agreement. Please keep a copy for your records and
return the original to the Company at 00000 Xxxxx Xxxxxxxx Xxxx Xxxxx, Xxxxx
000, Xxxxxx, Xxxx 00000.
Class A Warrantholder
April 2, 1998
Page 2
When the Company receives your signed Amendment, we will notify the
transfer agent of the exercise price change. You will then have until November
15, 1998 to exercise the Warrants, unless the price of the stock traded in the
market exceeds $7.00 for 10 consecutive trading days and the Company chooses to
redeem the Warrants prior to November 15th.
We appreciate your involvement with Renaissance, and look forward to the
continuing success of the Company.
In the event you have any questions, please contact either Xxxx X.
Xxxxxxxx, Vice President of Finance, or Xxx X. Xxxxxxx, the Company's Assistant
Secretary at (000) 000-0000.
Very truly yours,
Xxxx X. Xxxxxxx,
Chairman of the Board
JBH/tbp
ACKNOWLEDGMENT AND CONSENT
I,_________________________________, as a holder of Class A Warrants of
Renaissance Golf Products, Inc., hereby acknowledge receipt of this proposed
Amendment to my Warrant Agreement and consent to the Amendment, (1) to reduce
the Warrant exercise price from its current level of over $9.00 per share, as
stated on the face of the Warrant and as adjusted pursuant to Section 9 of the
Warrant Agreement, to $5.50 per share, (2) to reduce the Warrant redemption
price from $9.00 per share, pursuant to Section 8 of the Warrant Agreement, to
$7.00 per share, and (3) to eliminate any further price adjustments to my
Warrant(s) pursuant to Section 9 or any other section of the Warrant Agreement.
I further acknowledge that the remainder of my Warrant Agreement, other
than the Amendments expressly agreed to herein, remains effective as drafted.
"WARRANTHOLDER"
Dated:__________________ ______________________________
(Signature)
______________________________
(Print Name)
