EXHIBIT 10.75
AMENDMENT NO. THREE TO
WARRANT TO PURCHASE COMMON STOCK
OF
BRILLIANT DIGITAL ENTERTAINMENT, INC.
THIS AMENDMENT NO. THREE TO WARRANT TO PURCHASE COMMON STOCK (the
"AMENDMENT"), is made and entered into as of the 26th day of September, 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. ___ dated as of May 23, 2001, issued to the Holder by the
Corporation, as amended by that certain Amendment Number One to the Warrant to
Purchase Common Stock, dated December 19, 2001, and as further amended by that
certain Amendment Number 2 to the Warrant to Purchase Common Stock, dated March
30, 2004 (as amended, the "WARRANT").
B. In connection with the transactions contemplated by that
certain Letter Agreement by and between the Corporation and Holder dated as of
September 26, 2004, the parties have agreed to amend certain terms of the
Warrant in accordance with the terms hereof.
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. Delete the first paragraph of the Warrant, which commences
with the terms "THIS CERTIFIES THAT," and insert the following paragraph in lieu
thereof:
THIS CERTIFIES THAT, for value received, ____________, or his
permitted registered assigns ("HOLDER"), is entitled, subject
to the terms and conditions of this Warrant, at any time or
from time to time commencing three months after the issuance
date of this Warrant (the "EFFECTIVE DATE"), and before 5:00
p.m. Pacific Time on October 4, 2008 (the "EXPIRATION DATE"),
to purchase from Brilliant Digital Entertainment, Inc., a
Delaware corporation (the "COMPANY"), up to ______________
shares of Common Stock of the Company at an exercise price per
share equal to $0.07 (the "PURCHASE PRICE"). Both the number
of shares of Common Stock purchasable upon exercise of this
Warrant and the Purchase Price are subject to adjustment and
change as provided herein.
2. In Section 4.6 of the Warrant, the term "Fixed Purchase Price"
is hereby deleted wherever it appears in such Section and the term "Purchase
Price" is inserted in lieu thereof.
3. 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.
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By
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(Printed Name)
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(Title)
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