OPTION AGREEMENT
THIS OPTION AGREEMENT (this "AGREEMENT"), is made and entered into as of
March 11, 1999, by and among BRILLIANT DIGITAL ENTERTAINMENT, INC., a Delaware
corporation ("BDE"), TB INVESTMENTS, LLC, a California limited liability
corporation ("TBI") and SF INTERNATIONAL LTD, a BVI corporation ("SFI") which is
acting for itself or as nominee for COMMTEL SERVICES LTD, HL INTERNATIONAL LTD,
XXX XXXXXXXXXX each for 33.33%. TBI and SFI are sometimes referred to in this
Agreement collectively as the "GRANTORS" and each as a "GRANTOR".
R E C I T A L S
A. The Grantors, or any of them, or a group of investors of which the
Grantors, or any of them, are a part, are contemplating acquiring a controlling
block of voting securities in, or all or substantially all of the assets of, the
business currently known as Trojan Television Ltd. ("TROJAN"), an interactive
television and online live auction company (which acquisition of Trojan is
referred to in this Agreement as the "TROJAN ACQUISITION").
B. To induce BDE to provide certain logistical assistance and advisory
services to the Grantors in connection with the Trojan Acquisition, and to
induce BDE to make a loan to Trojan, the Grantors have agreed to grant to BDE an
option to purchase 100% of the assets and/or capital stock of Trojan acquired by
the Grantors in the Trojan Acquisition.
A G R E E M E N T
NOW, THEREFORE, to induce BDE to provide services to the Grantors in
connection with the Trojan Acquisition and to make a loan to Trojan, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties to this Agreement agree as follows:
1. OPTION. The Grantors, and each of them, hereby grant to BDE the right
and option (the "OPTION"), upon the terms and subject to the conditions set
forth in this Agreement, to purchase from the Grantors 100% of the capital stock
and/or assets of Trojan acquired or to be acquired by the Grantors in the Trojan
Acquisition, for the purchase price set forth in Section 2.
2. PURCHASE PRICE. The aggregate purchase price payable by BDE to the
Grantors, as a group, at the Closing (as defined below) of the exercise of the
Option shall consist of a number of restricted shares (the "SHARES") of common
stock, par value $.001 per share, of BDE (the "COMMON STOCK") determined in
accordance with Section 2(a), and a number warrants (the "WARRANTS") to purchase
shares of Common Stock determined in accordance with Section 2(c).
(a) The Shares payable by BDE to the Grantors at the Closing will
be equal to the sum of (A) (i) the Ownership Percentage (as defined below),
MULTIPLIED BY (ii) 940,900 (which number will be equal to 10% of the number of
shares of Common Stock outstanding on the date ), PLUS (B) if the amount of
Trojan's cash and cash equivalents as determined in accordance with US GAAP is
GREATER THAN the amount of Trojan's actual, accrued and contingent liabilities
on the date the Option is exercised (the "EXERCISE DATE"), a number determined
by dividing (i) the difference between Trojan's cash and cash equivalents and
Trojan's actual, accrued and contingent liabilities, by (ii) 85% of the average
closing price of a share of Common Stock as reported by the American Stock
Exchange on the 15 trading days prior to the Exercise Date (the "CLOSING
PRICE"), LESS (C) if the amount of Trojan's cash and cash equivalents as
determined in accordance with US GAAP is LESS THAN the amount of Trojan's
actual, accrued and contingent liabilities by more than $50,000 on the Exercise
Date, a number determined by dividing (i) the difference between Trojan's
actual, accrued and contingent liabilities and Trojan's cash and cash
equivalents, by (ii) the Closing Price. For purposes of this Section 2,
"OWNERSHIP PERCENTAGE" shall mean the aggregate percentage of the total assets
and/or total outstanding capital stock of Trojan owned by the Grantors, as a
group, directly or indirectly, on the Exercise Date. . The Shares shall be
payable to the Grantors PRO RATA based on their respective ownership interests
in the assets and/or capital stock of Trojan on the Exercise Date. The option
agreement is the full and total agreement between BDE / SFI / TBI. For purpose
of this agreement and all future shareholder agreements all four parties will be
treated equally on a paripassu basis.
(b) Notwithstanding Section 2(a), short term debt (debt which is
due and payable within one year) incurred by Trojan after February 7, 1999 shall
not be considered for purposes of calculating the number of Shares to be
received by the Grantors upon exercise of the Option, PROVIDED that the short
term debt incurred after February 7, 1999 does not exceed $150,000 and PROVIDED,
FURTHER, that on the Exercise Date Trojan's total assets exceed its total
liabilities.
(c) At the Closing, BDE shall deliver to the Grantors Warrants to
purchase an aggregate number of restricted shares of Common Stock equal to the
product of (i) 0.40, multiplied by (ii) the Ownership Percentage, multiplied by
(iii) the number of shares issued in accordance with Section 2(a)(A)(ii), which
Warrants shall have a per share exercise price equal to $5.00. The Warrants
shall be immediately exercisable and shall terminate 9 months following the date
of grant. The Warrants shall be payable to the Grantors PRO RATA based on their
respective ownership interests in the assets and/or capital stock of Trojan on
the Exercise Date.
3. EXERCISE PERIOD. BDE shall have no obligation to exercise the Option.
BDE may exercise the Option by delivering to any of the Grantors written notice
of exercise at any time within 45 days following the later of the closing of the
Trojan Acquisition (the "EXPIRATION DATE") or the date of this agreement.
4. OPTION CLOSING. The closing (the "CLOSING") of BDE's acquisition of
Trojan from the Grantors following exercise of the Option will take place at the
time and place mutually agreed upon by the Grantors and BDE; PROVIDED, that the
date of closing will be within 90 days following the Exercise Date. At the
closing, each of the Grantors will deliver to BDE documents of transfer and such
other agreements and representations as are customary in transactions of this
nature and
Page 2
as may be reasonably required by BDE, in form and substance reasonably
acceptable to BDE and its counsel, necessary to vest in BDE good and marketable
title the assets and/or capital stock of Trojan so sold by the Grantors, free
and clear of any and all liens and rights of third parties except as previously
disclosed, against delivery by BDE to the Grantors of the Shares and the
Warrants. The Shares, the Warrants and the shares of Common Stock underlying the
Warrants, shall be restricted securities under Rule 144 and/or Regulation S of
the Rules and regulations of the Securities Exchange Commission under the
Securities Act of 1933, and the purchase documentation shall contain such
representations and covenants of the Grantors and legends as are deemed
necessary by BDE counsel to permit the issuance of the Shares, the Warrants and
the shares of Common Stock underlying the Warrants, to be exempt from the
registration requirements of the Securities Act of 1933.
5. BUSINESS RECORDS AND INFORMATION. At any time following the Trojan
Acquisition and prior to the later of (i) the Expiration Date and (ii) the
Closing (if BDE exercises the Option), BDE and its directors, officers,
employees, representatives, attorneys and accountants (collectively "AGENTS")
may make such reasonable investigation of the assets, business, properties and
financial condition of Trojan as BDE deems necessary or advisable in order to
familiarize itself with such assets, business, properties and other matters,
provided that such investigation shall not unreasonably interfere with the usual
operations of Trojan. The Grantors will permit, and will cause Trojan to permit,
BDE and its authorized Agents to have full access to the premises and other
properties, books and records of Trojan at reasonable hours, and the Grantors
will furnish or cause Trojan to furnish BDE and its Agents with such financial
and operations data and other information concerning Trojan's business and
properties as BDE shall from time to time reasonably request. BDE agrees on
behalf of itself and on behalf of all of its Agents that all information
obtained by BDE and its Agents from the Grantors or Trojan in connection with
its due diligence review prior to the execution of this Agreement, and after the
date of this Agreement pursuant to the terms and provisions of this Agreement,
shall be held in strict confidence and will not be disclosed or revealed to any
other person under any circumstances without the prior written consent of the
Grantors except as may be required by law or regulation, pursuant to court order
or pursuant to the rules of the American Stock Exchange.
6. COOPERATION. The Grantors shall use their best efforts, and shall
cause Trojan to use its best efforts, to provide promptly such information and
reasonable assistance as may be requested by BDE and to take promptly such other
actions as shall be necessary or appropriate in order for BDE to conduct a
thorough business and legal due diligence review of Trojan and its operations.
7. CONFIDENTIALITY. The Grantors and BDE each agree, from and after the
date hereof and until the earlier of the Expiration Date or the Closing (if the
Option is exercised), to hold in strict confidence the terms and existence of
this Agreement, and the existence of negotiations by BDE relating to the
acquisition of any interest in Trojan, and not to disclose or reveal the terms
and existence of this Agreement or such negotiations to any other person (other
than counsel and advisors who are under similar obligations to hold such
information in confidence) under any circumstances without the prior written
consent of the other party except
Page 3
as may be required by law or regulation, pursuant to court order or pursuant to
the rules of the American Stock Exchange.
8. AGREEMENT TO SUBORDINATE. The Grantors, and each of them, covenant
and agree with BDE that any and all indebtedness owed by Trojan to the Grantors
incurred prior to or after the date of this Agreement is hereby expressly
subordinated in right of claim and payment and exercise of all remedies to the
prior payment in full of all indebtedness owed by Trojan to BDE incurred prior
to or after the date of this Agreement, and the Grantors, and each of them,
hereby agree to enter into such additional agreements as requested by BDE from
time to time providing for such subordination.
9. AGREEMENT TO SERVE ON BOARD OF DIRECTORS. If BDE exercises the
Option, each of Xxx Xxxxxx and Xxxxx Xxxxx will, and SFI will cause one of its
officers or directors to, if requested by BDE, serve on the Board of Directors
of BDE or Trojan and, in connection therewith, allocate a reasonable portion of
such party's business time to performing the responsibilities of a director of
BDE or Trojan, as the case may be, which responsibilities will include assisting
BDE and Trojan to further develop and enhance the business of Trojan.
10. ADDITIONAL GRANTORS. BDE and each of the Grantors each agree that,
at any time after the date of this Agreement and on or before 5:00 p.m., Los
Angeles time, on March 12, 1999, BDE and each Grantor shall admit as a party to
this Agreement any person who is not a Grantor and who, directly or indirectly,
owns securities in Trojan or in an entity that acquires all or substantially all
of the assets of Trojan in the Trojan Acquisition. Such person may elect to
become a party to this Agreement by signing the election attached hereto as
Exhibit A and delivering the signed election to BDE prior to the expiration of
the period set forth in the first sentence of this Section 10. Upon delivery of
the election within the specified time period, such person shall become a party
to this Agreement and shall be deemed a "Grantor" within the meaning of this
Agreement with all of the rights and obligations of a Grantor under this
Agreement.
11. MISCELLANEOUS.
(a) SEVERABILITY AND GOVERNING LAW. Should any Section or any
part of a Section within this Agreement be rendered void, invalid or
unenforceable by any court of law for any reason, the invalidity or
unenforceability shall not void or render invalid or unenforceable any other
Section or part of a Section in this Agreement. This Agreement shall be governed
and construed in accordance with the laws of the State of California applicable
to contracts made and to be performed entirely within the State of California,
without regard to principles of conflicts of law.
(b) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(c) NO ADVERSE CONSTRUCTION. The rule that a contract is to be
construed against the party drafting the contract is hereby waived, and shall
have no applicability in construing this Agreement or the terms of this
Agreement.
Page 4
(d) AMENDMENTS AND WAIVERS. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by all the
parties to this Agreement or, in the case of a waiver, by the party or parties,
as the case may be, waiving compliance. No delay on the part of any party in
exercising any right, power or privilege under this Agreement shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right,
power or privilege under this Agreement, nor any single or partial exercise of
any right, power or privilege under this Agreement, preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
under this Agreement.
(e) SUCCESSORS AND ASSIGNS. Except as otherwise provided in this
Agreement, all rights, covenants and agreements of the parties contained in this
Agreement shall be binding upon and inure to the benefit of their respective
successors and permitted assigns.
(f) ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties, and there are no further or other agreements or
understandings, written or oral, in effect between the parties relating to the
subject matter of this Agreement unless expressly referred to in this Agreement.
(g) AGREEMENT TO PERFORM REQUIRED ACTS. Each party to this
Agreement agrees to perform any further acts and to execute and deliver any
further documents that may be reasonably necessary to carry out the provisions
of this Agreement, that may be required to secure performance of any party's
duties under this Agreement or that may be required to assure the legal and
binding effect of the provisions of this Agreement.
Page 5
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
BRILLIANT DIGITAL ENTERTAINMENT, INC.,
a Delaware Corporation
By: /s/ XXXXX XXXXXXXXXX
--------------------------------------
Xxxxx Xxxxxxxxxx
Its: President
SF INTERNATIONAL LTD,
a British Virgin Islands Corporation
By: /s/ XXXXX XXXXXXX
--------------------------------------
Xxxxx Xxxxxx
Its: Director
--------------------------------------
/s/ XXX XXXXXX
--------------------------------------
Xxx Xxxxxx
/s/ XXXXX XXXXX
--------------------------------------
Xxxxx Xxxxx
The undersigned acknowledges and agrees to the above, and further agrees
to be deemed a Grantor under the agreement.
/s/ XXXXXXX XXXXXXX
--------------------------------------
for COMMTEL SERVICES LTD
/s/
--------------------------------------
HL INTERNATIONAL LTD
/s/ XXX XXXXXXXXXX
--------------------------------------
XXX XXXXXXXXXX
Page 6
EXHIBIT A
ELECTION TO BE ADMITTED AS A GRANTOR
To: Brilliant Digital Entertainment, Inc.
Gentlemen:
Pursuant to Section 10 of that certain Option Agreement, dated as of
___________, 1999, by and among Brilliant Digital Entertainment, Inc., TB
Investments, LLC and SF International Ltd (the "Option Agreement"), by signing
below the undersigned elects to be admitted as a party to the Option Agreement
in accordance with the terms of Section 10 thereof, and agrees to be bound by
the obligations of a "Grantor" under the Option Agreement, including the
obligation to sell to BDE at its option 100% of the undersigned's capital stock
in Trojan or in any entity that acquires assets of Trojan in the Trojan
Acquisition.
Capitalized terms used in this Exhibit A shall have the meanings given
such terms in the Option Agreement.
Date: , 1999 ---------------------------------
---------------------- Signature
---------------------------------
Print Name
Page 7
FIRST AMENDMENT TO OPTION AGREEMENT
THIS FIRST AMENDMENT TO OPTION AGREEMENT (this "AMENDMENT"), is made and
entered into as of April 12, 1999, by and among BRILLIANT DIGITAL ENTERTAINMENT,
INC., a Delaware corporation ("BDE"), TB INVESTMENTS, LLC, a California limited
liability corporation ("TBI") and SF INTERNATIONAL LTD, a BVI corporation
("SFI") which is acting for itself or as nominee for COMMTEL SERVICES LTD, HL
INTERNATIONAL LTD, XXX XXXXXXXXXX each for 33.33%. TBI and SFI are sometimes
referred to in this Agreement collectively as the "GRANTORS" and each as a
"GRANTOR".
R E C I T A L
The Grantors and BDE are parties to that certain option Agreement dated
March 11, 1999 (the "Agreement") relating to Trojan Television Ltd. ("TROJAN")
pursuant to which the Grantors have granted to BDE an option to purchase 100% of
the assets and/or capital stock of Trojan which may be acquired by the Grantors.
The parties wish to amend the provisions of the Agreement as set forth below.
A G R E E M E N T
To induce BDE to continue to provide services to the Grantors and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties to this Agreement agree as follows:
1. DEFINITIONS. ALL capitalized words and phrases not herein defined
shall have the meanings set forth in the Agreement.
2. AMENDMENT TO SECTION 1. Section 1 of the Agreement is amended and
restated to read as follows:
"OPTION. The Grantors, and each of them, hereby grant to BDE the
right and option (the "OPTION"), upon the terms and subject to
the conditions set forth in this Agreement, at the election of
BDE, (i) to purchase from the Grantors 100% of the capital stock
and/or assets of Trojan acquired or to be acquired directly or
indirectly by the Grantors in the Trojan Acquisition, for the
purchase price set forth in Section 2(a) (A "Business
Acquisition"), or (ii) to purchase from the Grantors 100% of any
and all rights (collectively, Rights") to purchase or otherwise
acquire any capital stock, debt or assets of Trojan (whether from
Trojan or any of its shareholders) now or hereafter directly or
indirectly acquired by the Grantors, for the purchase price set
forth in Section 2(b) (a "Rights Acquisition"). "
3. AMENDMENT TO SECTION 2(A). Section 2(a) of the Agreement is amended
to append to the end thereof the following sentence:
"Notwithstanding the foregoing, if BDE
elects to purchase the Rights pursuant to a Rights
Acquisition, the Shares payable by BDE to the Grantors at
the Closing will be reduced by the number of Shares
determined by dividing (i) the amount of the total
aggregate consideration payable or required to be paid by
BDE in order for the Rights to be exercised in their
entirety, by (ii) the Closing Price."
4. AMENDMENT TO SECTION 4. Section 4 of the Agreement is amended and
restated to read as follows:
"2. OPTION CLOSING. The closing (the "CLOSING") of
BDE's acquisition of Trojan or the Rights from the
Grantors following exercise of the Option will take place
at the time and place mutually agreed upon by the Grantors
and BDE; PROVIDED, that the date of closing will be within
90 days following the Exercise Date. At the closing, each
of the Grantors will deliver to BDE documents of transfer
and such other agreements and representations as are
customary in transactions of this nature and as may be
reasonably required by BDE, in form and substance
reasonably acceptable to BDE and its counsel, necessary to
vest in BDE good and marketable title the assets and/or
capital stock of Trojan, or the Rights, as applicable, so
sold by the Grantors, free and clear of any and all liens
and rights of third parties except as previously
disclosed, against delivery by BDE to the Grantors of the
Shares and the Warrants. The Shares, the Warrants and the
shares of Common Stock underlying the Warrants, shall be
restricted securities under Rule 144 and/or Regulation S
of the Rules and regulations of the Securities Exchange
Commission under the Securities Act of 1933, and the
purchase documentation shall contain such representations
and covenants of the Grantors and legends as are deemed
necessary by BDE counsel to permit the issuance of the
Shares, the Warrants and the shares of Common Stock
underlying the Warrants, to be exempt from the
registration requirements of the Securities Act of 1933."
Page 2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
BRILLIANT DIGITAL ENTERTAINMENT, INC.,
a Delaware Corporation
By: /s/ XXXXXXX XXXX
--------------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
SF INTERNATIONAL LTD,
a British Virgin Islands Corporation
By: /s/ XXXXX XXXXXXX
--------------------------------------
Xxxxx Xxxxxxx
Its: Director
--------------------------------------
TB INVESTMENTS, LLC
a California Limited Liability Corporation
By: /s/ XXX XXXXXX
--------------------------------------
Its: Member
--------------------------------------
COMMTEL SERVICES LTD
By:
--------------------------------------
Its:
--------------------------------------
Page 3
SECOND AMENDMENT TO OPTION AGREEMENT
THIS SECOND AMENDMENT TO OPTION AGREEMENT (this "AMENDMENT"), is made
and entered into as of April 29, 1999, by and among BRILLIANT DIGITAL
ENTERTAINMENT, INC., a Delaware corporation ("BDE"), TB INVESTMENTS, LLC, a
California limited liability corporation ("TBI") and SF INTERNATIONAL LTD, a BVI
corporation ("SFI") which is acting for itself or as nominee for COMMTEL
SERVICES LTD, HL INTERNATIONAL LTD, XXX XXXXXXXXXX each for 33.33%. TBI and SFI
are sometimes referred to in this Agreement collectively as the "GRANTORS" and
each as a "GRANTOR".
R E C I T A L
The Grantors and BDE are parties to that certain option Agreement dated
March 11, 1999 as amended on April 12, 1999 (the "Agreement") relating to Trojan
Television Ltd. ("TROJAN") pursuant to which the Grantors have granted to BDE an
option to purchase 100% of the assets and/or capital stock of Trojan which may
be acquired by the Grantors. The parties wish to amend the provisions of the
Agreement as set forth below.
A G R E E M E N T
To induce BDE to continue to provide services to the Grantors and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties to this Agreement agree as follows:
1. DEFINITIONS. ALL capitalized words and phrases not herein
defined shall have the meanings set forth in the Agreement.
2. AMENDMENT TO SECTION 2. Section 2 of the Agreement is amended
and restated to read as follows:
PURCHASE PRICE. The aggregate purchase price
payable by BDE to the Grantors, as a group, at the Closing
(as defined below) of the exercise of the Option shall
consist of a number of restricted shares (the "SHARES") of
common stock, par value $.001 per share, of BDE (the
"COMMON STOCK") determined in accordance with Section
2(a).
(a) The Shares payable by BDE to the
Grantors at the Closing will be equal to the sum of (A)
(i) the Ownership Percentage (as defined below),
MULTIPLIED BY (ii) 825,000 PLUS (B) if the amount of
Trojan's cash and cash equivalents as determined in
accordance with US GAAP is GREATER THAN the amount of
Trojan's actual, accrued and contingent liabilities on the
date the Option is exercised (the "EXERCISE DATE"), a
number determined by dividing (i) the difference between
Trojan's cash and cash equivalents and Trojan's actual,
accrued and contingent liabilities, by (ii) 85% of the
average closing price of a share of Common Stock as
reported by the American Stock Exchange on the 15 trading
days prior to the Exercise Date
(the "CLOSING PRICE"), LESS (C) if the amount of
Trojan's cash and cash equivalents as determined in
accordance with US GAAP is LESS THAN the amount of
Trojan's actual, accrued and contingent liabilities by
more than $50,000 on the Exercise Date, a number
determined by dividing (i) the difference between
Trojan's actual, accrued and contingent liabilities and
Trojan's cash and cash equivalents, by (ii) the Closing
Price. For purposes of this Section 2, "OWNERSHIP
PERCENTAGE" shall mean the aggregate percentage of the
total assets and/or total outstanding capital stock of
Trojan owned by the Grantors, as a group, directly or
indirectly, on the Exercise Date. The Shares shall be
payable to the Grantors PRO RATA based on their
respective ownership interests in the assets and/or
capital stock of Trojan on the Exercise Date. The option
agreement is the full and total agreement between BDE /
SFI / TBI. For purpose of this agreement and all future
shareholder agreements all parties will be treated
equally on a paripassu basis. Notwithstanding the
foregoing, if BDE elects to purchase the Rights pursuant
to a Rights Acquisition, the Shares payable by BDE to
the Grantors at the Closing will be reduced by the
number of Shares determined by dividing (i) the amount
of the total aggregate consideration payable or required
to be paid by BDE in order for the Rights to be
exercised in their entirety, by (ii) the Closing Price.
(b) Notwithstanding Section 2(a), short term
debt (debt which is due and payable within one year)
incurred by Trojan after February 7, 1999 shall not be
considered for purposes of calculating the number of
Shares to be received by the Grantors upon exercise of the
Option, PROVIDED that the short term debt incurred after
February 7, 1999 does not exceed $150,000 and PROVIDED,
FURTHER, that on the Exercise Date Trojan's total assets
exceed its total liabilities.
3. AMENDMENT TO SECTION 4. Section 4 of the Agreement is amended and
restated to read as follows:
"2. OPTION CLOSING. The closing (the "CLOSING") of
BDE's acquisition of Trojan or the Rights from the
Grantors following exercise of the Option will take place
at the time and place mutually agreed upon by the Grantors
and BDE; PROVIDED, that the date of closing will be within
90 days following the Exercise Date. At the closing, each
of the Grantors will deliver to BDE documents of transfer
and such other agreements and representations as are
customary in transactions of this nature and as may be
reasonably required by BDE, in form and substance
reasonably acceptable to BDE and its counsel, necessary to
vest in BDE good and marketable title the assets and/or
capital stock of Trojan, or the Rights, as applicable, so
sold by the Grantors, free and clear of any and all liens
and rights of third parties except as previously
disclosed, against delivery by BDE to the Grantors of the
Shares and the Warrants. The Shares, the Warrants and the
shares of Common Stock underlying the Warrants, shall be
restricted securities under
Page 2
Rule 144 and/or Regulation S of the Rules and
regulations of the Securities Exchange Commission under
the Securities Act of 1933, and the purchase
documentation shall contain such representations and
covenants of the Grantors and legends as are deemed
necessary by BDE counsel to permit the issuance of the
Shares, the Warrants and the shares of Common Stock
underlying the Warrants, to be exempt from the
registration requirements of the Securities Act of
1933."
Page 3
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
BRILLIANT DIGITAL ENTERTAINMENT, INC.,
a Delaware Corporation
By: /s/ XXXXXXX XXXX
--------------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
SF INTERNATIONAL LTD,
a British Virgin Islands Corporation
By: /s/ XXXXX XXXXXXX
--------------------------------------
Xxxxx Xxxxxxx
Its: Director
--------------------------------------
TB INVESTMENTS, LLC
a California Limited Liability Corporation
By: /s/ XXX XXXXXX
--------------------------------------
Its:
--------------------------------------
COMMTEL SERVICES LTD
By: /s/ XXXXXXX XXXXXXX
--------------------------------------
Its: Director
--------------------------------------
HL INTERNATIONAL LTD
By: /s/
--------------------------------------
Its:
--------------------------------------
XXX XXXXXXXXXX
By: /s/ XXX XXXXXXXXXX
--------------------------------------
Its:
--------------------------------------
Page 4
