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Exhibit 2. Form of Agreement
AGREEMENT
This AGREEMENT, dated February ___, 1999 (this "Amendment"), is made by
and between SPATIALIGHT, INC., a New York corporation (the "Company"), and
______________ (as "Lender").
WHEREAS, the Company and Lender have entered into that certain
Convertible Secured Loan Agreement, dated as of November 20, 1998 (the "Loan
Agreement"), wherein Lender together with other lenders agreed to advance funds
to the Company in an amount not to exceed $2,000,000 (the "Convertible Secured
Loan") evidenced by certain Convertible Secured Notes made by the Company in
favor of the lenders; and
WHEREAS, Lender advanced $_________ of the Convertible Secured Loan to
the Company on November 20, 1998 in accordance with the terms and conditions of
the Loan Agreement, and the Company executed and delivered to Lender that
certain Convertible Secured Note, dated November 20, 1998, in the principal
amount of $__________ (the "First Note"); and
WHEREAS, Lender desires to advance an additional $_________ of the
Convertible Secured Loan to the Company; and
WHEREAS, the $_________ that Lender advanced to the Company on November
20, 1998 was held in escrow for a period of time and then was released to the
Company in accordance with Section 2.2 of the Loan Agreement and the Funds
Release Schedule set forth on Exhibit 2 thereto; and
WHEREAS, all of the events set forth on the Funds Release Schedule have
now occurred, making it unnecessary to condition the release of Lender's
additional $_________ advancement upon the occurrence of such events.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. On or about February __, 1999, the Company will execute and deliver
its Convertible Secured Note, in the form attached hereto as Exhibit 1, to the
Lender, in the principal amount of $_________ (the "Second Note"), and the
Lender will advance the principal amount of the Second Note to the Company.
2. The Company ratifies and affirms that (a) the conditions to the
Lender's obligation to close set forth in Section 2.7 of the Loan Agreement,
other than those waived by the Lender on the Closing Date, were satisfied on or
before the Closing Date, and (b) the representations and warranties of the
Company set forth in Section 4 of the Loan Agreement were true and correct as of
the Closing Date and on the date of each advance of funds thereafter.
3. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, with the same effect as if
all parties had signed the same document. All such counterparts shall be deemed
an original, shall be construed together and shall
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constitute one and the same instrument. Execution and delivery by facsimile
shall constitute good and valid execution and delivery unless and until replaced
or substituted by an original executed instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer on the
date first set forth above.
SPATIALIGHT, INC.
By:
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Its:
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