EXHIBIT 7
April 16, 2002
EpicEdge, Inc.
0000 Xxx. 000 Xxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Re: EpicEdge, Inc. (the "Company")
Ladies and Gentlemen:
This letter is to confirm the commitment of Edgewater Private Equity Fund
III, L.P. ("Edgewater") to provide the Company with additional financing
subsequent to the date hereof in the amount of up to $1,360,000, which amount
will be in addition to the amounts being funded by Edgewater pursuant to the
terms of that certain Note and Preferred Stock Purchase Agreement of even date
herewith, among the Company, Edgewater and certain other parties named therein
(the "Agreement"), on the following terms:
Amount of Financing:$1,360,000 convertible secured debt, less the amounts
of any debt or equity financing received by the
Company from third parties subsequent to the date
hereof.
Type of security: 10% interest-bearing convertible secured bridge
note (the "Note") convertible into a series of preferred
stock at an initial conversion rate of $0.25 and having a
three (3) times liquidation preference that is senior to the
liquidation preferences of all other capital stock of the
Company.
Maturity Date: 18 months after the date of the Note.
Secured Interest: The Note shall be secured by all of the
assets of the Company and shall be senior to all other
security interests in the assets of the Company, other than
the security interest held by GE Access.
Contingencies: The financing described above is contingent upon the
following:
(a) There being (i) no material adverse change in the
financial condition, business, operating results,
operations, business prospects or property of the Company,
as measured against the operating plan approved by the Board
in December, 2001 (a
"Material Adverse Change"), or (ii) no default or event of
default under the Agreement (a "Default"). To the extent
that there is a Material Adverse Change or a Default, prior
to the financing described above, Edgewater shall not be
obligated to fund the Company with any of the amounts
described above;
(b) Board approval in advance of the financing; and
(c) The execution of definitive documents, which shall
contain in detail the terms described above and shall also
contain other rights, including, without limitation,
registration rights, protective provisions, information
rights and events of defaults and remedies on essentially
the same terms described in the Agreement.
[SIGNATURE PAGE FOLLOWS]
If the foregoing satisfactorily reflects your understanding of the subject
matter contained herein, please confirm by dating and executing this letter in
the space provided below.
Very truly yours,
Edgewater Private Equity Fund III, L.P.
By: Edgewater III Management, L.P.
Its: General Partner
By: Xxxxxx Management, Inc.
Its: General Partner
By: /s/
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Its:___________________________________
AGREED AND ACCEPTED ON
THIS 16th DAY OF APRIL, 2002.
EpicEdge, Inc.
By: /s/
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Its: CEO
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