FIRST AMENDMENT TO CONSULTING & COORDINATION AGREEMENT
Exhibit (6)(d)
FIRST AMENDMENT TO CONSULTING & COORDINATION
AGREEMENT
This
First Amendment to Consulting & Coordination Agreement
(“First Amendment”) dated effective as of the
15th day
of May, 2018 is made by and between The Chosen, LLC, a Utah limited
liability company (“Company”) and VidAngel, Inc., a
Delaware corporation (“VidAngel”).
W I T N E S S E T H:
WHEREAS, Company
and VidAngel entered into a Consulting & Coordination Agreement
dated February 15, 2018 (hereinafter referred to as the
“Contract”), pursuant to VidAngel agreed to provide
certain services to Company in connection with its Offering (as
defined in the Contract); and
WHEREAS, the
parties have agreed to make certain modifications to the Contract
as a consequence thereof.
NOW,
THEREFORE, in consideration of the mutual covenants contained
therein, and other good and valuable consideration, the parties
hereto agree as follows:
1. Company
and VidAngel hereby agree that the second paragraph under the
caption “Advisory
Services” is hereby
deleted in its entirety and replaced with the
following:
“As
compensation for our Advisory Services, Company will pay VidAngel a
fee of $600,000 when Company’s cash flow is sufficient to
allow payment but not later than the closing Company’s
Regulation A offering for at least $8,000,000 in aggregate gross
proceeds.”
2. Company
and VidAngel hereby agree that the words “minimum
amount” in the third line of the second paragraph under the
caption “Coordination
Services” are hereby
deleted and replaced with: “$8,000,000 in aggregate gross
proceeds.”
3. All
defined terms not expressly defined in this First Amendment shall
have the same meaning as contained in the Contract. All terms and
conditions of the Contract not expressly amended by this First
Amendment shall remain in full force and effect. In the event of a
conflict between the terms and conditions of the Contract and this
First Amendment, the terms and conditions of this First Amendment
shall supersede and prevail.
4. This
First Amendment may be executed in counterparts, including via
facsimile or electronic mail copy, each of which shall be deemed an
executed original.
SIGNATURES
TO APPEAR ON THE FOLLOWING PAGE
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IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals the day and year first above written.
COMPANY
The
Chosen, LLC,
a Utah
limited liability company
By:
/s/ ▇▇▇▇▇▇
▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇
Its:
Manager
VIDANGEL:
VidAngel,
Inc.,
a
Delaware corporation
By:
/s/ ▇▇▇▇
▇▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇▇
Title:
Chief Executive Officer
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