EXHIBIT 10.5
AMENDMENT NO. 1 TO THE
WARRANT TO PURCHASE COMMON STOCK
OF
BRILLIANT DIGITAL ENTERTAINMENT, INC.
THIS AMENDMENT NO. 1 TO THE WARRANT TO PURCHASE COMMON STOCK, as
amended (the "Amendment"), is entered into on this 30th day of March, 2004, by
and between Brilliant Digital Entertainment, Inc., a Delaware corporation (the
"Corporation"), and ___________ (the "Holder").
A. The Holder is the holder of that certain Warrant to Purchase Common
Stock No. 1 dated as of December 19, 2001, issued to the Holder by the Company
(the "Warrant").
B. In connection with the transactions contemplated by that certain
Letter Agreement by and between the Corporation and Holder dated as of March 30,
2004 and that certain Amendment Number Three to Secured Promissory Note dated as
of March 30, 2004, the parties have agreed to amend certain terms of the Warrant
in accordance with the terms hereof.
C. The Corporation and Holder each desire to further amend the Warrant
to change the Expiration Date as provided herein.
NOW, THEREFORE, in consideration of the premises and agreements set
forth herein, and for other good and valuable consideration, the mutual receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereby agree as follows:
1. In the first paragraph of the Warrant, which commences with the
terms "THIS CERTIFIES THAT," delete "and before 5:00 p.m. Pacific Time on May
23, 2004" and insert in lieu thereof, "and before 5:00 p.m. Pacific Time on
October 4, 2005".
2. The sole purpose of this amendment is to extend the Expiration Date
of the Warrant from May 23, 2004 to October 4, 2005. Except as expressly
modified herein, all terms and conditions of the Warrant are hereby ratified,
confirmed and approved and shall remain in full force and effect. In the event
of any conflict or inconsistency between this Amendment and the Warrant, this
Amendment shall govern.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
Brilliant Digital Entertainment, Inc.
By By
XXXXX XXXX
------------------------------------ ----------------------------------------
(Printed Name) (Printed Name)
CHIEF FINANCIAL OFFICER
------------------------------------ ----------------------------------------
(Title) (Title)
2
