WARRANT AGREEMENT BY AND AMONG VISUAL BIBLE INTERNATIONAL, INC. AND THE INVESTORS SIGNATORY HERETO DECEMBER 23, 2002Warrant Agreement • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing • New York
WARRANT AGREEMENT WARRANT AGREEMENT (the "Agreement"), dated as of December 23, 2002, by and among Visual Bible International, Inc., a Florida corporation (the "Company"), and the investors signatory hereto (collectively, the "Warrantholders" and each, a "Warrantholder"). A. Each of the Warrantholders has executed a subscription agreement (each, a "Subscription Agreement") for the purchase of Units (as defined therein) consisting of certain debentures of the Company, shares of Common Stock (as defined below) and warrants to purchase Common Stock. This Agreement is being executed in connection with the purchase of the Units. B. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Subscription Agreement. In addition, certain capitalized terms used herein are defined in Section 13 below. In consideration of the parties mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficien
RECITALS:Debenture Addendum • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing
CONSULTING AGREEMENT THIS AGREEMENT made as of the 1st day of June, 2002 BETWEEN JBM ENTERTAINMENT INC., a corporation incorporated under the 1aws of the Province of Nova Scotia (hereinafter called "JBM") and 1485352 ONTARIO LIMITED, a corporation...Consulting Agreement • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing • Ontario
CONSULTING AGREEMENT THIS AGREEMENT made as of the 1st day of June, 2002 BETWEEN JBM ENTERTAINMENT INC., a corporation incorporated under the 1aws of the Province of Nova Scotia (hereinafter called "JBM") and 1485352 ONTARIO LIMITED, a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Consultant') WITNESSES: WHEREAS: A. Visual Bible International kc,, a corporation incorporated under the laws of Florida, ( is engaged in the business of producing, marketing and distributing feature length motion pictures and ancillary products based on word-for-ford adaptations of the Books of the Bible (the "Films"); B. Pursuant to a certain Management and Administration Agreement, as amended, made as of the 1st day of June, 2002 (the "Management Agreement"), JBM has been contracted to provide certain management and administrative services to Visual; C. Pursuant to the terms of the Management Agreement, JBM has been authorized to retain the services of consulta
RECITALS:Debenture Addendum • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing
MANAGEMENT AND ADMINISTRATION AGREEMENT AMENDING AGREEMENT THIS AGREEMENT made as of the 1st day of June, 2002, BETWEEN: JBM ENTERTAINMENT INC., a corporation incorporated under the laws of Nova Scotia, (hereinafter called "JBM") OF THE FIRST PART;...Management and Administration Agreement • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing
MANAGEMENT AND ADMINISTRATION AGREEMENT AMENDING AGREEMENT THIS AGREEMENT made as of the 1st day of June, 2002, BETWEEN: JBM ENTERTAINMENT INC., a corporation incorporated under the laws of Nova Scotia, (hereinafter called "JBM") OF THE FIRST PART; and VISUAL BIBLE INTERNATIONAL, INC., a corporation incorporated under the laws of Florida, (hereinafter called "Visual") OF THE SECOND PART. WHEREAS: A. JBM and VBI are parties to a Management and Administration Agreement made as of June 1, 2002 (the "Management Agreement"); B. JBM agreed to provide certain services to VBI pursuant to paragraph 2 of the Management Agreement and was granted certain approval rights pursuant to paragraph 3 of the Management Agreement; C. Velveteen Consulting, Inc. (With respect to the services of Mr. Garth Drabinsky) and 1485352 Ontario Ltd. (With respect to the services of Mr. Myron Gottlieb), both Canadian-controlled companies (collectively, the "Canadian Consultants") are providing consulting services to JB
REGISTRATION RIGHTS AGREEMENT by and among Visual Bible International, Inc. and The Investors Signatory Hereto December 23, 2002 Registration Rights Agreement (the "Agreement"), dated as December 23, 2002, by and among Visual Bible International,...Registration Rights Agreement • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENT by and among Visual Bible International, Inc. and The Investors Signatory Hereto December 23, 2002
IN WITNESS WHEREOF, the parties hereto have duly executed this Investor Rights Agreement as of the date first written above. VISUAL BIBLE INTERNATIONAL, INC.,Investor Rights Agreement • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing • New York
INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT, dated as of December ___, 2002 is by and between VISUAL BIBLE INTERNATIONAL, INC. (the "Company"), a corporation existing under the laws of the State of Florida, and the individuals and entities signatory hereto (each a "Holder" and together, "Holders"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debentures. WHEREAS, the Company and each Holder has entered into a Subscription Agreement, dated the date hereof, and pursuant to the Subscription Agreement, the Company has issued a Debenture in favor of each Holder (each a "Debenture" and together, the "Debentures"); and WHEREAS, the Company has agreed to grant the Holders certain rights with respect to (i) each and every financing ("Subsequent Financing") undertaken by the Company after the date hereof, whether in the form of debt or equity (or a combination thereof) (the "Financing Rights") and (ii) the Board of Dir
MANAGEMENT AND ADMINISTRATION AGREEMENT THIS AGREEMENT made as of the 1st day of June, 2002, BETWEEN: JBM ENTERTAINMENT INC., a corporation incorporated under the laws of Nova Scotia, (hereinafter called "JBM") OF THE FIRST PART; and VISUAL BIBLE...Management and Administration Agreement • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing
MANAGEMENT AND ADMINISTRATION AGREEMENT THIS AGREEMENT made as of the 1st day of June, 2002, BETWEEN: JBM ENTERTAINMENT INC., a corporation incorporated under the laws of Nova Scotia, (hereinafter called "JBM") OF THE FIRST PART; and VISUAL BIBLE INTERNATIONAL, INC., a corporation incorporated under the laws of Florida, (hereinafter called "Visual") OF THE SECOND PART. WHEREAS Visual desires to retain JBM to provide certain management and administrative services to Visual as more particularly provided for herein. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants hereinafter contained and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged by each of the parties hereto), the parties hereto covenant and agree as follows: 1. For the purposes of this Agreement the following defined terms shall have the following meanings: "Fee" shall have the meaning ascribed thereto in paragraph 7(a) hereof "Marketing Period"
AGREEMENT TO PROVIDE GUARANTY Agreement to Provide Guaranty (the "Agreement"), dated as March 13, 2003, by and among Visual Bible International, Inc., a Florida corporation (the "Company") and Elly Herbert Reisman (the "Guarantor"). A. The Book of...Agreement to Provide Guaranty • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing • New York
DEBENTURE (the "Debenture")Security Agreement • May 16th, 2003 • Visual Bible International Inc • Books: publishing or publishing & printing
