EXHIBIT 6.3
Total Film Group, Inc.
February 9, 1999
The Orbiter Fund
000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Re: Two Million Dollar Bridge Loan
Dear Orbiter Fund:
This letter is to confirm our agreement in which The Orbiter Fund (the
"FUND") and Total Film Group ("TFG") hereby agree as follows:
The FUND hereby agrees to loan to TFG and TFG hereby agrees to borrow from
the FUND up to two million dollars ($2,000,000) on the following terms and
conditions:
1. Interest shall accrue at the rate of 13.5% per year, payable
quarterly, beginning three months following the date of the first
advance and continuing the same date of each third month thereafter;
2. Principal shall be payable at the rate of $375,000 every three months
beginning three months following the date of the first advance and
continuing on the same date of each third month thereafter until one
year following the date of the first advance, at which time the
balance of principal and accrued interest shall be due and payable;
3. This loan may be prepaid in full or in part anytime without penalty.
4. FUND hereby agrees to pay to TFG the funds as follows:
(A) On or before February 12, 1999, the sum of $1,000,000; and
(B) The balance of $1,000,000 on or before March 15, 1999.
5. As additional consideration for the loan, TFG hereby agrees to grant
to FUND 250,000 warrants for the purchase of TFG shares of common
stock at the price of $2.00 per share, exercisable for three years, on
the terms and conditions set forth on the attached Exhibit A.
6. TFG agrees to execute and deliver to the FUND such additional
documents as the fund may reasonably request in order to reflect the
terms and conditions of this loan.
Please indicate your agreement to the foregoing by signing and returning
the enclosed copy of this letter.
Thank you.
Sincerely,
TOTAL FILM GROUP
By: /s/ Xxxxxx Xxxxx, President
AGREED TO AND ACCEPTED
This 15th day of February, 1999
THE ORBITER FUND
By: /s/ Xxxxxxx Xxxxx
Title Investment Manager
TOTAL FILM GROUP, INC.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
February 12, 1999
The Orbiter Fund
000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Re: Two Million Dollar Bridge Loan - Supplement to Letter Agreement Dated
February 8, 1999
Dear Orbiter Fund:
This letter is to supplement our earlier agreement dated February 9, 1999,
in which The Orbitor Fund, Ltd. ("FUND") agreed to Total Film Group, Inc.
("TFG") $2,000,000 (the "Agreement"). The FUND and TFG hereby supplement the
Agreement as follows:
1. At such time as TFG receives the first $1,000,000, TFG hereby agrees
to issue to the FUND 125,000 warrants for the purchase of 125,000 TFG
shares of common stock at the price of $2.00 per share, exercisable
for three years, on the terms and conditions set forth on the attached
Exhibit A, the Unanimous Consent in lieu of Special Meeting of the
Board of Directors of TFG. Exhibit A is also intended to be the
Exhibit A referred to in the Agreement.
2. At such time as TFG receives the second million dollars, TFG hereby
agrees to grant to FUND 125,000 additional warrants for the purchase
of 125,000 shares of TFG shares of common stock at the price of $2.00
per share, exercisable for three years on the terms and conditions set
forth on the attached Exhibit A.
3. The FUND hereby represents and warrants to TFG that it is an
"accredited investor" as the term is defined in Rule 501 under
Regulation D issued under the Securities Act of 1933. Attached as
Exhibit B is an excerpt from Rule 501 showing the definition of
accredited investor.
4. TFG agrees to deliver to the FUND a promissory note in substantially
the form of the attached Exhibit C on the receipt of the first advance
of part or all of the $2,000,000. The parties agree that interest will
only accrue on the amount of money actually advanced by FUND. If less
than the $2,000,000 is actually advanced, then the amount of the
quarterly payments of principal will be reduced proportionately.
5. Except as provided above, the Agreement remains in full force and
affect.
Please indicate your agreement to the foregoing by signing and returning
the enclosed copy of this letter.
Sincerely,
TOTAL FILM GROUP, INC.
By: /s/ Xxxxxx Xxxxx, President
AGREED TO AND ACCEPTED
This 10th day of February, 1999
THE ORBITER FUND, LTD.
By: /s/ Xxxxxxx Xxxxx, Investment Manager
Name/Title
Total Film Group
August 11, 1999
Mr. Xxxxxxx Xxxxx
The Orbiter Fund
000 Xxxxxxxxx Xxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxxxx,
I sincerely wish to apologize for the delay and my confusion regarding the
payment due on the Orbiter Fund bridge loan to Total Film Group (TFG).
If acceptable to you, I would request an extension of the loan with the
following modification of the agreement terms:
1. TFG will immediately cause to be issued to the Orbiter Fund 250,000
shares of stock in consideration for your approval of the extension.
2. $750,000 plus accrued interest will be paid on or before Sept. 30,
1999.
All other terms of our agreement which were documented in you letter to us
February 9, 1999, will remain unchanged.
Please indicate your agreement to the foregoing by signing below and
returning an executed copy of this letter by fax as soon as possible.
Sincerely,
/s/ Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxx, The Orbiter Fund
Chairman & CEO
