Exhibit 10.16
SUPPLEMENTAL AGREEMENT TO
SUBSCRIPTION AND FOR PURCHASE AGREEMENT
10% CONVERTIBLE SECURED NOTES
This Supplemental Agreement ("Supplemental Agreement") amends that
certain Subscription and Purchase Agreement (the "Agreement") dated as of the
_____ day of April, 1997, by and between Renaissance Entertainment
Corporation, a Colorado corporation (the "Company"), and
______________________ (the "Investor").
In consideration of the mutual promises, representations, warranties,
covenants and conditions set forth in this Supplemental Agreement and the
Agreement, the Company and the Investor mutually agree as follows:
1. Section 7.1 of the Agreement is hereby amended to read as follows:
"7.1 PRINCIPAL AND INTEREST PAYMENTS. The Company shall pay
interest to the registered holders of the Notes (the "Holders") on
the principal amount of the Notes outstanding from time to time at
the time of payment of the principal of the Notes, commencing on the
first such day to occur after Closing with respect to the purchase of
such Note, at the rate of ten percent (10%) per annum, accruing from
the date of issuance after as well as before maturity and default and
after judgment. Accrued but unpaid interest shall bear interest at
the rate of ten percent (10%) per annum until paid, commencing on the
date on which such interest was due and payable. Unless earlier
converted into Common Stock in accordance with Article 8 hereof, or
accelerated in accordance with Article 11, the entire outstanding
amount of the Notes and all accrued but unpaid interest shall be due
and payable in full on October 31, 1999."
2. SECURITY INTEREST. Investor hereby agrees to release Investor's
security interest in the real estate of the Company situated in the County of
Kenosha, State of Wisconsin. In substitution for such security interest and
in order to secure the payment of the Notes and the performance by the
Company of its obligations hereunder and under the Agreement and such other
obligations of the Company to the Note Holders which may arise from time to
time during the term of the Notes, the Company hereby grants to the Note
Holders a security interest in certain real estate of the Company situated in
the County of Stafford, State of Virginia, such security interest to grant to
the Investor a security interest in the Virginia property substantially
similar to the security interest originally granted in the Wisconsin property
as set forth in the Agreement and the attachments thereto.
3. Section 14.1 of the Agreement is hereby amended to read as follows:
"14.1 REGISTRATION RIGHTS. The Company has caused an aggregate
of 1,400,000 shares of Common Stock issuable upon conversion of the
Notes to be registered pursuant to the Securities Act of 1933, with
the Securities and Exchange Commission, the Registration Statement
with respect thereto having been declared effective by the Commission
on October 31, 1997. In the event that it appears that the number of
shares of Common Stock subject to such Registration Statement will
not be adequate to cover potential conversions of the Notes, the
Company shall, at any time that the number of shares subject to such
Registration Statement is less than 400,000 shares of Common Stock,
if requested by Note Holders who hold 25% or more of the principal
amount of the Notes then outstanding, shall cause to be registered
pursuant to the Securities Act of 1933, a sufficient number of
additional shares of Common Stock to cover any such potential
conversions and will cause such Registration Statement to be filed
with the Commission within 30 days of the receipt of the written
request for such registration from the Note Holders. Any such
registration shall be at the expense of the Company and the Company
will use its best efforts to keep such Registration Statement and the
Registration Statement which has previously been declared effective
by the Commission effective until the earlier of April 30, 1999, or
until all of the Registerable Securities (as defined in the
Agreement) have been sold pursuant to such Registration Statements.
It is understood that a failure to comply with the provisions of this
Section shall be a default under the Supplemental Agreement and
Agreement."
4. For purposes of the Agreement, the "as soon as practicable
thereafter" in Section 8.2 of the Agreement shall be interpreted to require
that the Company request its transfer agent to cause certificates for any
shares being converted pursuant to Article 8 of the Agreement to be prepared
and delivered to the Holder in accordance with the Holder's request, such
request of the transfer agent to be made within two business days of the
receipt of such conversion request and to require that the certificates
representing such shares be issued by the transfer agent and delivered to the
Holder within 15 days of the receipt of such conversion request. It is
understood that the failure to comply with the foregoing shall be deemed to
be a default under the Supplemental Agreement and Agreement.
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IN WITNESS WHEREOF, the Company and Investor have executed this
Supplemental Agreement as of the _____ day of November, 1997.
GRAND AVENUE PARTNERS RENAISSANCE ENTERTAINMENT
CORPORATION
By________________________________ By_________________________________
Partner Its_____________________________
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