1 FIRST AMENDMENT TO LEASELease Agreement • August 15th, 2001 • Bam Entertainment Inc • Services-prepackaged software • California
R E C I T A L SLoan and Security Agreement • November 14th, 2003 • Bam Entertainment Inc • Services-prepackaged software • California
STOCK OPTION AGREEMENT (EXECUTIVE)Stock Option Agreement • January 21st, 2004 • Bam Entertainment Inc • Services-prepackaged software • Delaware
Exhibit 10.3 [SECURED CONVERTIBLE DEBENTURES AND WARRANTS] SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 24, 2004, by and among BAM! ENTERTAINMENT, INC., a corporation organized under the laws of the...Securities Purchase Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
1 EXHIBIT 10.22 [COMERICA LOGO] SECURITY AGREEMENT ============================ ==================================================== As of November 13, 2000, for value received, the undersigned ("Debtor") grants to Comerica Bank- California ("Bank"),...Security Agreement • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 10.47 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement"), dated as of March 5, 2002 (the "Effective Date"), is between BAM! Entertainment, Inc., a Delaware corporation, (the "Company") and Yves Legris, an...Executive Employment Agreement • September 6th, 2002 • Bam Entertainment Inc • Services-prepackaged software • California
RECITALSLease • May 14th, 2002 • Bam Entertainment Inc • Services-prepackaged software
EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Common Stock Purchase Warrant • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
EXHIBIT 10.4 SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement") is entered into as of May 24, 2004, between BAM Entertainment, Inc. ("BAM") and __________________________ ("Creditor"), (also referred to collectively as the "Parties"),...Settlement Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • California
EXHIBIT 10.8 SEPARATION AGREEMENT AND RELEASE This Agreement, executed as of March 24, 2003 ("Effective Date"), is between BAM! Entertainment, Inc., a Delaware Corporation (the "Company") and Bernard Stolar, an individual ("Stolar"). R E C I T A L S...Separation Agreement • May 14th, 2003 • Bam Entertainment Inc • Services-prepackaged software • California
EXHIBIT 4.8 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION...Warrant Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • California
EXHIBIT 10.8 BAY AREA MULTIMEDIA, INC. STOCK PURCHASE AGREEMENT FOR UP TO 976,220 SHARES OF SERIES A PREFERRED STOCK 164,530 SHARES OF COMMON STOCK This Agreement is entered into effective as of May 17, 2000 by and among Bay Area Multimedia, Inc., a...Stock Purchase Agreement • June 6th, 2001 • Bam Entertainment Inc • California
PAGE 1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of , 2004, by and among BAM! Entertainment, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the undersigned (the...Registration Rights Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
RECITALSEscrow Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • California
WITNESSETH:Registration Rights Agreement • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 10.23 [COMERICA BANK LOGO] November 13,2000 Bay Area Multimedia, Inc. 333 W. Santa Clara Street, Ste. 930 San Jose, CA 95113 This Letter Agreement is entered into by and between Comerica Bank-California ("Bank") and Bay Area Multimedia, Inc.,...Letter Agreement • June 6th, 2001 • Bam Entertainment Inc
WITNESSETH:Registration Rights Agreement • June 6th, 2001 • Bam Entertainment Inc • California
PREFERRED STOCK AND WARRANTS] SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 24, 2004, by and among BAM! ENTERTAINMENT, INC., a corporation organized under the laws of the State of Delaware (the...Securities Purchase Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
PAGE 1 LOCK- UP AGREEMENT BAM! Entertainment, Inc. 333 West Santa Clara Street, Suite 716 San Jose, California 95113 Ladies & Gentlemen: The Shareholders of VIS entertainment limited ("VIS") have accepted an Offer made by BAM! Entertainment, Inc., a...Lock-Up Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of September 30, 2003, by and among BAM! ENTERTAINMENT, INC., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and...Securities Purchase Agreement • December 10th, 2003 • Bam Entertainment Inc • Services-prepackaged software • New York
September __, 2000 BAY AREA MULTIMEDIA, INC. COMMON STOCK PURCHASE WARRANT Warrant to Purchase 100,000 Shares of Common Stock Expiring September __, 2006 THIS CERTIFIES THAT, for value received SPYGLASS ENTERTAINMENT GROUP, LP ("SPYGLASS"), or its...Warrant Agreement • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 10.9 BAY AREA MULTIMEDIA, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • December 10th, 2003 • Bam Entertainment Inc • Services-prepackaged software • New York
CONFIDENTIAL PORTIONS OMITTED] AMENDMENT TO LICENSING AGREEMENTLicensing Agreement • September 30th, 2003 • Bam Entertainment Inc • Services-prepackaged software
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 15th, 2001 • Bam Entertainment Inc • Services-prepackaged software
AMENDMENT TOExecutive Employment Agreement • February 14th, 2003 • Bam Entertainment Inc • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER OF BAY AREA MULTIMEDIA, INC., A DELAWARE CORPORATION, AND BAY AREA MULTIMEDIA, INC. A CALIFORNIA CORPORATIONMerger Agreement • June 6th, 2001 • Bam Entertainment Inc
SUPPLEMENTAL AGREEMENT TO THE SHARE PURCHASE AGREEMENT (RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF SOE DEVELOPMENT LIMITED) [LAWRENCE GRAHAM LOGO]Supplemental Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • Dorset
EXHIBIT 4.4 BAM! ENTERTAINMENT, INC. SECURITY AGREEMENT Dated as of December 3, 2003 To: Laurus Master Fund, Ltd. c/o Onshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Gentlemen: 1. To...Security Agreement • December 10th, 2003 • Bam Entertainment Inc • Services-prepackaged software • New York
Common StockUnderwriting Agreement • October 29th, 2001 • Bam Entertainment Inc • Services-prepackaged software • New York
STOCK OPTION AGREEMENT (EMPLOYEE)Stock Option Agreement • January 21st, 2004 • Bam Entertainment Inc • Services-prepackaged software • Delaware
CLAUSE PAGE 1. Definitions and interpretation 1 2. Exchange 4 3. Conditions precedent 4 4. Sale and purchase of the shares and consideration 5 5. Position pending completion 6 6. Completion 7 7. Buyer Warranties 9 8. Entire agreement 9 9. Waiver 9 10....Share Purchase Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software
WARNER BROS. LOGO] WARNER BROS. CONSUMER PRODUCTS March 7, 2002 BAM! ENTERTAINMENT 333 West Santa Clara Avenue Suite 716 San Jose, CA 95113 Attn: Ray Musci RE: WARNER BROS. LICENSE AGREEMENT #12697-DEX (DEXTER'S LABORATORY) AMENDMENT NO. 1 Gentlemen:...License Agreement • September 30th, 2003 • Bam Entertainment Inc • Services-prepackaged software
CONFIDENTIAL PORTIONS OMITTED] AMENDMENT #1 TO THE DISTRIBUTION AGREEMENT BETWEEN UBI SOFT ENTERTAINMENT S.A. & BAM ENTERTAINMENT LIMITEDDistribution Agreement • November 14th, 2002 • Bam Entertainment Inc • Services-prepackaged software
Exhibit 4.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of May 24, 2004, by and between BAM! Entertainment, Inc., a Delaware corporation with an address at 333 West Santa Clara Street, Suite 716, San Jose, California 95113...Security Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
