EXHIBIT 10.20
Dated as of October 15, 1996
Tekno Simon LLC
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
RE: AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT
Ladies and Gentlemen:
Reference is made to that certain Preferred Stock Purchase Agreement
dated as of November 8, 1995 (the "Purchase Agreement") between Tekno Simon LLC
(the "Purchaser") and Big Entertainment, Inc. (the "Company"). The parties wish
to amend certain terms and conditions of the Purchase Agreement as follows:
1. As of the date of this letter, the parties acknowledge that pursuant
to the Purchase Agreement, the Purchaser has purchased an aggregate of 217,600
shares of the Company's Series A Variable Rate Convertible Preferred Stock, par
value $.01 per Share (the "Series A Preferred Stock") for aggregate
consideration of $1,360,000. The parties further acknowledge that an aggregate
of $640,000 in stock purchases for the funding of eight Entertainment Kiosks is
presently available pursuant to the terms of the Purchase Agreement.
2. (a) Commencing with the date hereof, in lieu of purchasing Series A
Preferred Stock pursuant to the Purchase Agreement, the Purchaser shall purchase
shares of the Company's Series B Variable Rate Convertible Preferred Stock, par
value $.01 per share (the "Series B Preferred Stock"). The terms of the Series B
Preferred Stock shall be identical to that of the Series A Preferred Stock
except that the Initial Stated Value of the Series B Preferred Stock shall be
$5.375 per share (the "Initial Stated Value"). In addition, each Installment of
Series B Preferred Stock for which a Closing is held following an Installment
Event shall consist of 14,884 shares of Series B Preferred Stock. The purchase
price for each share of Series B Preferred Stock shall be $5.375 per share. The
Initial Stated Value, number of shares issuable to the Purchaser and the
purchase price for each share shall be subject to adjustment as provided in
section (b) below.
(b) On the earlier to occur of March 31, 1997 or the Closing of the
25th Installment under the Purchase Agreement, the Stated Value of the Series B
Preferred Stock shall be adjusted (the "Final Stated Value") so that it shall
equal the average of the Subsequent Stated Values determined at the time of each
Closing, but in no event greater than $6.25 per share or less than $4.50 per
share. As used herein, the "Subsequent Stated Value" for a Closing shall equal
the average of closing bid price for the Company's Common Stock during the 20
trading days prior to the date of each Closing. In addition to the foregoing,
once the Final Stated Value has been determined, within ten business days
thereof, the Company shall issue to the Purchaser such additional number of
shares of Series B Preferred Stock as shall equal (i) the total purchase price
paid by the Purchaser for the Series B Preferred Stock dividend by the Final
Stated Value, minus (ii) the number of shares of Series B Preferred Stock
previously issued to the Purchaser. The Purchaser shall have the same
registration rights under the Securities Act with respect to the shares of
Series B Preferred Stock and shares of Common Stock issurable upon conversion
Tekno Simon LLC
October 15, 1996
Page 2
of and as dividends on the Series B Preferred Stock as the Purchaser has with
respect to the shares of Series A Preferred Stock and shares of Common Stock
issuable or issued upon conversion of and as dividends on the Series A Preferred
Stock. The existing Registration Rights Agreement between the parties shall be
applicable to all the foregoing registration rights.
(c) The Purchaser hereby consents to the filing of an amendment or
amendments to the Company's Articles of Incorporation (i) reducing the number of
shares of Series A Preferred Stock authorized to 217,600 shares and (ii)
effecting the adjustments to the Series B Preferred Stock described in
subsection (b) below.
(d) All references to Preferred Stock in the Purchase Agreement
shall mean Series A Preferred Stock and/or Series B Preferred Stock, as
applicable.
3. Section 3 of the Purchase Agreement is hereby amended to extend the
latest date on which an Installment Event can occur from December 31, 1996 to
March 31, 1997.
4. Except as amended hereby, the Purchase Agreement is ratified,
approved and confirmed in all respects.
5. All terms not specifically defined herein shall have the meanings
set forth in the Purchase Agreement.
If the foregoing correctly sets forth our understanding, please so
indicate by signing and returning a copy of this letter.
Very truly yours,
BIG ENTERTAINMENT, INC.
By: /s/ XXXXXXXX XXXXXXXXXX
----------------------------
Xxxxxxxx Xxxxxxxxxx,
Chairman of the Board
ACCEPTED and AGREED to, this
21st day of October, 1996.
TEKNO SIMON LLC
By: /s/ XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Member
