EXHIBIT 10.39.05
FIFTH AMENDMENT TO STOCK OPTION AGREEMENT
THIS FIFTH AMENDMENT TO STOCK OPTION AGREEMENT ("Fifth Amendment") is
made as of the 10th day of October, 2000 by and between eUniverse, Inc., a
Nevada corporation (the "Company") and Xxxxxxx Xxxxxxx, an individual residing
in Wallingford, Connecticut ("Xxxxxxx").
RECITALS:
1. The Company and Xxxxxxx have executed that certain Stock Option
Agreement dated as of the 26th day of January, 2000 (the "Stock Option
Agreement") as amended by the First, Second, Third and Fourth Amendments to
Stock Option Agreement dated March 31, 2000, May 31, 2000, June 16, 2000 and
July 31, 2000, respectively.
2. As of the date of this Fifth Amendment, the Company and/or its
designee has exercised the right to purchase, as reflected in that certain Stock
Purchase Agreement by and between the Company (or its assignee) and Xxxxxxx
dated as of the 16th day of June, 2000, 100,000 of the 2,425,000 shares
originally optioned under the Stock Option Agreement, resulting in 2,325,000
Company shares still beneficially owned by Xxxxxxx.
3. The parties desire to amend the Stock Option Agreement as set forth
below.
AGREEMENT:
In consideration of the covenants and agreements contained in the Stock
Option Agreement and this Fifth Amendment, and other good and value
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. AMENDMENTS TO STOCK OPTION AGREEMENT. The Stock Option Agreement is hereby
amended as follows:
A. By deleting the first sentence of Section 1.2(a) thereof and
inserting in lieu thereof the following:
"(a) The Option may be exercised from time to time by the Company for
all, or less than all, of the Shares of the Common Stock subject to this Option
at any time during the period beginning with the date of this Agreement and
ending the earlier of (i) March 1, 2001, and (ii) sixty (60) days from the date
that the next 1,000,000 Shares are purchased from Xxxxxxx (the "Option
Period")."
B. By inserting as Section 1.5 in the Stock Option Agreement the
following:
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"1.5 Cooperation. The Company shall use its reasonable best efforts,
subject to applicable securities laws and regulations, to assist Xxxxxxx to sell
the Shares. All proceeds received by Xxxxxxx from any sale of the Shares shall
be distributed, as received, as follows: forty percent (40%) of the proceeds
shall be distributed to Xxxxxxx; and sixty percent (60%) of the proceeds shall
be distributed to the Company, provided that the proceeds distributed to the
Company shall go to off set the $500,000 advertising package (described on
Exhibit "A" attached hereto) purchased by CLBL, Inc. from the Company and that
certain Promissory Note in the principal amount of $1 million made by CLBL, Inc.
and guaranteed by Xxxxxxx'x shares of eUniverse, Inc. in favor of the Company
dated of equal date herewith (collectively, the "Obligations"). Proceeds from
the sale of Shares received by the Company hereunder shall by ratably applied to
each of the Obligations. After the Obligations are paid in full, any other
proceeds received from the sale of Share shall be distributed to Xxxxxxx. In the
event that the Obligations are not fully paid by September 30, 2001, Xxxxxxx
shall transfer to the Company the number of Share equal to the outstanding
Obligations at the conversion price of $1.85 per share, and the Company's rights
to receive proceeds from the sale of Share under Section 1.5 herein shall
automatically terminate upon receipt of such payment by Xxxxxxx and the
Obligations shall be paid in full."
2. MISCELLANEOUS.
A. All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Stock Option Agreement.
B. Except as otherwise provided herein, the terms and conditions of the
Stock Option Agreement shall remain in full force and effect. Nothing herein
shall be construed to abrogate the aforementioned Stock Purchase Agreement or
the Escrow Agreement by and between the Company, Xxxxxxx and Xxxxxx, Xxxxx &
Xxxxxxx, LLP f/k/a Xxxxxx, Xxxxxxxxxx & Xxxxxxx, LLP dated as of June 16, 2000.
IN WITNESS WHEREOF, the parties have executed or have caused their duly
authorized representatives to execute this Agreement the day and year first
above written.
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
00 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
eUniverse, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Its: Vice President and Chief Financial Officer
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