ContractMarver James D • July 25th, 2003 • Retail-record & prerecorded tape stores • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
EUNIVERSE, INC. SECURED NOTE PURCHASE AGREEMENTSecured Note Purchase Agreement • July 25th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
This Secured Note Purchase Agreement (the “Agreement”) is made this 15th day of July, 2003 (the “Effective Date”) by and between eUniverse, Inc., a Delaware corporation (the “Company”), and VP Alpha Holdings IV, L.L.C. (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 25th, 2003 • Marver James D • Retail-record & prerecorded tape stores
This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
ASSIGNMENT AGREEMENTAssignment Agreement • July 25th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
Term Sheet # 1 - SonyMarver James D • July 25th, 2003 • Retail-record & prerecorded tape stores
This term sheet is among eUniverse, Inc. (“Company”), 550 Digital Media Ventures, Inc., a wholly owned subsidiary of Sony Corporation of America (“Sony”), and VP Alpha Holdings IV, L.L.C. (“VPVP”).
Term Sheet # 2Marver James D • July 25th, 2003 • Retail-record & prerecorded tape stores
Loan: Bridge loan to the Company from VPVP in the amount of $2.0 million (the “Loan”). The principal of the Loan to be due and payable on the earlier of (a) the closing of the PIPE transaction referenced below, in which case the outstanding principal and interest under the Loan shall be applied toward the purchase price in the PIPE transaction, (b) the maturity date of the Company’s existing loan with an affiliate of Sony, (c) two years from the date of the Loan, or (d) the closing of any debt or equity financing by the Company in excess of $2.5 million. $500,000 additional paid directly to Sony to purchase $500,000 of its existing promissory note from the Company. Bridge loan is to be secured by first priority lien on assets of the Company, on a pari passu basis with the Company’s existing loan from an affiliate of Sony, will be payable interest only at 8% per annum payable quarterly. Form of Loan Agreement to be acceptable to VPVP in its sole discretion and acceptable to the Company
OPTION AGREEMENTOption Agreement • July 25th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
OPTION AGREEMENT, dated as of July 15, 2003, among 550 Digital Media Ventures, Inc. (“Seller”), an affiliate of Sony Broadband Entertainment, Inc., eUniverse, Inc., a Delaware corporation (the “Company”), and VP Alpha Holdings IV, L.L.C. (“Buyer”).
