AMENDMENT NO. 1 TO TERM SHEET
Exhibit 10.21
AMENDMENT NO. 1 TO TERM SHEET
THIS AMENDMENT NO. 1 TO TERM SHEET (this “Amendment”) is made and entered into as of May 22, 2013 by and among AIC, LLC (the “Lender” or “AIC”) and CONSORTEUM HOLDINGS, INC., a Nevada corporation (the “Borrower” or “CHI”).
WHEREAS, the Borrower and the Lender entered into a binding “TERM SHEET FOR $30,000,000 7 YEAR TERM LOAN FINANCING FROM AIC, LLC (AIC) TO CONSORTEUM HOLDINGS, INC. (CHI); (ii) $2,000,000 BRIDGE LOAN FROM AIC OR AN AFFILIATE TO CHI, (iii) SALE/PURCHASE OF A MAXIMUM OF 35% OF RESTRICTED COMMON STOCK OF CHI BY AIC, TOGETHER WITH (iv) MISCELLANEOUS RELATED AGREEMENTS DESCRIBED BELOW”, dated as of February 6, 2013 (the “Term Sheet”), providing the principal terms of a loan, a bridge loan and an investment by AIC in CHI;
Section 1.01. Amendments to Term Sheet. (a) The first paragraph of Section B THE BRIDGE LOAN of the Term Sheet is deleted in its entirety and replaced with the following:
Terms/Conditions of On or about May 31, 2013, AIC or an affiliate shall lend $4,000,000 to
Bridge Loan | CHI (the “Bridge Loan”) that CHI shall repay from the first proceeds of the Loan hereunder. If the funding of the Loan does not proceed, then the Bridge Loan shall convert to a convertible note. The convertible note shall be for one year and shall accrue interest at 6% per annum and shall be convertible into common stock of the company at a 85% discount of market price based on a 5 day trailing average of the closing stock price; at the option of the Company. The Bridge Loan shall bear simple interest at six percent (6%) per annum, and the Bridge Lender shall be given a collateral security interest in the assets of CHI. If the funding of the Bridge Loan does not proceed, then this Term Sheet shall terminate and AIC shall forthwith repay the Expenses Fee to CHI. The documentation for the Bridge Loan shall include a Bridge Loan Note and the related Collateral Security Agreement. |
(b) All references in the Term Sheet to the “$2,000,000 Bridge Loan” are deleted and replaced with references to the “$4,000,000 Bridge Loan.”
Section 1.02. Ratification. Except as modified as set forth herein, the Term Sheet shall continue if full force and effect. In the event of a conflict between the provisions of this Amendment and the provisions of the Term Sheet, the provisions of this Amendment shall prevail.
[Signature Page Follows]
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By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx, CEO
AIC, LLC
By: /s/ Xxxxxx JP Xxxxxxx
Xxxxxx XX Xxxxxxx, Member and CEO
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