Exhibit 10.2
FIRST AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this "FIRST
AMENDMENT"), is made as of October 20, 2003, by and among BAM! ENTERTAINMENT,
INC., a corporation organized under the laws of the State of Delaware (the
"COMPANY"), and the purchasers (the "PURCHASERS") set forth on the execution
pages hereof (the "EXECUTION PAGES"). All capitalized terms that are not
otherwise defined herein have the meaning given to such terms in the Agreement.
WHEREAS:
A. The Company and each Purchaser executed and delivered the Agreement
in reliance upon the exemption from securities registration afforded by the
provisions of Regulation D, as promulgated by the SEC under the Securities Act.
B. Each Purchaser purchased, severally and not jointly, subject to the
terms and conditions stated in the Agreement, (i) Shares of the Company's Common
Stock, (ii) Warrants to purchase Warrant Shares and (iii) Additional Investment
Rights to purchase Additional Investment Right Shares and Additional Investment
Right Warrants, as set forth in greater detail on Exhibit F to the Agreement.
C. Nasdaq rules would require the Company to obtain approval of the
Company's stockholders under the original terms of the Agreement, and, as a
result, the Company and each Purchaser mutually agree to amend Exhibit F to the
Agreement so that approval by the Company's stockholders is not required.
NOW, THEREFORE, in consideration of the above recitals and the mutual
agreements herein contained and for other good and valuable consideration, the
Company and the Purchasers hereby agree that Exhibit F of the Agreement is
hereby amended to read in its entirety as Exhibit F attached hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned Purchasers and the Company have caused
this First Amendment to the Securities Purchase Agreement to be duly executed as
of the date first above written.
COMPANY:
BAM! ENTERTAINMENT, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: CFO/VP Finance
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2
THE PURCHASERS: VERTICAL VENTURES LLC
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
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Title: Partner
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3
THE PURCHASERS: CRESCENT INTERNATIONAL LTD
By: /s/ Maxi Brezzi
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Name: Maxi Brezzi
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Title: Authorized Signatory
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4
THE PURCHASERS: SMITHFIELD FIDUCIARY LLC
By: /s/ Xxxx X. Chill
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Name: Xxxx X. Chill
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Title: Authorized Signatory
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Residence: Cayman Islands
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Address: c/o Highbridge Capital
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Management, LLC
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0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
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Xxx Xxxx, Xxx Xxxx 00000
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Telephone No.: (000) 000-0000
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Telecopy No.: (000) 000-0000
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Attention: Xxx X. Xxxxxx / Xxxx X. Chill
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Email Address: xxx.xxxxxx@xxxxx.xxx
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xxxx.xxxxx@xxxxx.xxx
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5
THE PURCHASERS: TRUK OPPORTUNITY FUND, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Principal
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6
THE PURCHASERS: XXX SECURITIES, LLC
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: CFO
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7
THE PURCHASERS: AIG DKR SOUNDSHORE PRIVATE
INVESTORS HOLDING FUND LTD.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: Alternative Director
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8
THE PURCHASERS: OTAPE INVESTMENTS LLC
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: CFO
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9
EXHIBIT F
TO FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
VERTICAL VENTURES LLC: $ 758,000 42.68018%
789,584 Shares (purchased at $0.96 per share)
710,625 Warrants (exercisable at $1.87 per share)
Additional Investment Rights to purchase: 474,443 Additional Investment Right Shares
at $0.96 per share
Additional Investment Right Warrants
to purchase 426,999 Additional
Investment Right Warrant Shares at an
exercise price per share equal to the
greater of (i) the lesser of (x) the
closing bid price of the Company's
Common Stock on the Nasdaq Stock
Market on the Business Day
immediately preceding the exercise
date of the Additional Investment
Right, and (y) the average of the
closing bid price of the Company's
Common Stock on the Nasdaq Stock
Market for the five (5) Business Days
immediately preceding the exercise
date of the Additional Investment
Right (the "Market Price") and (ii)
$1.87
CRESCENT INTERNATIONAL LTD: $ 315,000 17.73648%
328,125 Shares (purchased at $0.96 per share)
295,313 Warrants (exercisable at $1.87 per share)
Additional Investment Rights to purchase: 197,163 Additional Investment Right
Shares at $0.96 per share
Additional Investment Right Warrants
to purchase 177,447 Additional
Investment Right Warrant Shares at an
exercise price per share equal to the
greater of $1.87 and the Market Price
SMITHFIELD FIDUCIARY LLC: $ 225,000 12.668919%
234,375 Shares (purchased at $0.96 per
share)
210,938 Warrants (exercisable at $1.87 per
share)
Additional Investment Rights to purchase: 140,831 Additional Investment Right Shares
at $0.96 per share
Additional Investment Right Warrants
to purchase 126,747 Additional
Investment Right Warrant Shares at an
exercise price per share equal to the
greater of $1.87 and the Market Price
TRUK OPPORTUNITY FUND, LLC: $ 20,961 1.18023%
21,834 Shares (purchased at $0.96 per
share)
19,651 Warrants (exercisable at $1.87 per
share)
Additional Investment Rights to purchase: 13,120 Additional Investment Right Shares
at $0.96 per share
Additional Investment Right Warrants
to purchase 11,808 Additional
Investment Right Warrant Shares at an
exercise price per share equal to the
greater of $1.87 and the Market Xxxxx
XXX SECURITIES, LLC: $ 81,109 4.56694%
84,489 Shares (purchased at $0.96 per
share)
76,040 Warrants (exercisable at $1.87 per
share)
Additional Investment Rights to purchase: 50,767 Additional Investment Right Shares
at $0.96 per share
Additional Investment Right Warrants
to purchase 45,690 Additional
Investment Right Warrant Shares at an
exercise price per share equal to the
greater of $1.87 and the Market Price
AIG DKR SOUNDSHORE PRIVATE $ 91,135 5.13141%
INVESTORS HOLDING FUND, LTD: 94,931 Shares (purchased at $0.96 per
share)
85,438 Warrants (exercisable at $1.87 per
share)
Additional Investment Rights to purchase: 57,042 Additional Investment Right Shares
at $0.96 per share
Additional Investment Right Warrants
to purchase 51,338 Additional
Investment Right Warrant Shares at an
exercise price per share equal to the
greater of $1.87 and the Market Price
OTAPE INVESTMENTS LLC: $ 284,796 16.03581%
296,662 Shares (purchased at $0.96 per
share)
266,995 Warrants (exercisable at $1.87 per
share)
Additional Investment Rights to purchase: 178,259 Additional Investment Right Shares
at $0.96 per share
Additional Investment Right Warrants
to purchase 160,433 Additional
Investment Right Warrant Shares at an
exercise price per share equal to the
greater of $1.87 and the Market Price