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 John, Inc. (hereinafter, "TBJ" or the "Canadian Co Producer") is an Ontario, Canada corporation and is aw holly owned Subsidiary of Visual Bible International (Canada), Inc. ("VBI Canada"). VBI Canada is an Ontario, Canada corporation and is a wholly owned Subsidiary of the Company. TBJ has negotiated a Production credit facility (the "RBC Facility") with Royal Bank of Canada ("RBC"), and, as a condition to the closing of the RBC Facility, Guarantor is required to provide RBC with limited guaranty (the "Limited Guaranty") in the amount of CDN $782,950 (approximately US $510,000).
B. The Guarantor has agreed to provide the Limited Guaranty to RBC for and on behalf of TBJ in accordance with the terms of this Agreement in exchange for the Guaranty Consideration (as hereinafter defined), the Security (as hereinafter defined), the Registration Rights (as hereinafter defined), the Acquisition Rights (as hereinafter defined) and the Nomination Rights (as hereinafter defined).
C. The Company has heretofore issued certain Debentures, as same may be amended from time to time, (the "Debentures") as an adjunct to the RBC Facility, and Guarantor or an Affiliate (as such term is defined under the Securities Act of 1933, as amended [the "Act"]) of Guarantor is a Holder of such Debentures; and
D. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Debentures.
In consideration of the parties mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Guaranty Consideration. In consideration for the provision of the Guarantee by Guarantor, the Company shall cause the following payments (collectively, the "Guaranty Consideration") to be made to Guarantor:
(a) 100,000 validly issued, fully paid and non assessable shares (the "Guaranty Shares") of the $.001 par value common stock of the Company (the "Common Stock") shall be issued and delivered to Guarantor within fourteen (14) business day of the date that Guarantor provides the Guarantee to RBC (the "Guaranty Commencement Date").
(b) In the event that the Limited Guaranty, or any portion thereof, remains binding upon the Guarantor for a period in excess of forty five (45) days after the Guaranty Commencement Date (the "Guaranty Termination Deadline Date"), then the Company shall issue and deliver 25,000 shares of Common Stock (collectively, the "Additional Guaranty Shares") to the Guarantor for each period (or part thereof) of 30 days after the Guaranty Termination Deadline Date that the Limited Guaranty remains binding upon the Guarantor. Any such Additional Guaranty Shares due to the Guarantor from the Company pursuant hereto shall be provided to Guarantor within fourteen (14) business day of the date that such Additional Guaranty Shares became due and payable to Guarantor.
(c) If Guarantor is required to make any payment under the Limited Guaranty (a "Guaranty Payment"), then in addition to the Guaranty Shares and any Additional Guaranty Shares due hereunder, the Company shall cause a royalty per DVD Unit sold to United States and Canadian Sources (the "Guaranty Royalty") to be paid to the Guarantor in the manner as set forth hereinafter and calculated as follows:
(1) The Guaranty Royalty shall be equal to: (i) US$3.00 for the first 300,000 DVD Units sold (the "First Guaranty Royalty"); and (ii) US $2.00 for the next 305,000 DVD Unit sold (the "Second Guaranty Royalty"). After the sale of 605,000 DVD Units and the payment of the Guaranty Royalty as required hereby, the obligation upon the Company to pay any amount of Guaranty Royalty to Guarantor shall terminate.
(2) To the extent, however, that any Guaranty Payment is repaid to the Guarantor by the Company or by any other source on behalf of the Company (in each instance, a "Recoupment Payment") then the Second Guaranty Royalty shall be reduced by the amount of any such Recoupment Payment.
The Company shall effect payment of the Guaranty Royalty by causing an irrevocable instruction, in a form substantially the same as the form of irrevocable instruction provided to Holders of the Debentures in connection with the payment of Royalties pursuant thereto, to be sent immediately after being advised that a Guaranty Payment has been made by Guarantor to each Fulfillment Corporation utilized by the Company in connection with sales of the DVD Units from United States and Canadian sources to segregate a portion of the proceeds derived from the sale of each DVD Unit from United States and Canadian sources (the "Guaranty Royalty Retained Portion") in the amount of United States Dollars necessary to pay the Guaranty Royalties, or, in the event that proceeds of any such sale are in Canadian Dollars (the "Canadian Guaranty Royalty Retained Portion"), then the Canadian Guaranty Royalty Retained Portion shall be an amount of Canadian Dollars equal to the United States Dollar equivalent of Canadian Dollars necessary to pay the Guaranty Royalties, and the Fulfillment Corporation shall be obligated to cause the Canadian Guaranty Royalty Retained Portion to be converted into United......
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