EXHIBIT 10.26
FIRST AMENDMENT
TO
PREFERRED STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT (the
"Amendment") is made and entered into as of the 17th day of February, 1998
between Big Entertainment, Inc. (the "Company") and Auric Partners Limited (the
"Purchaser").
R E C I T A L S:
1. The Company and the Purchaser are parties to a Preferred Stock
Purchase Agreement dated December 20, 1996 (the "Purchase Agreement"), pursuant
to which the Purchaser acquired 20,000 shares of the Company's 4% $100
Convertible Series C Preferred Stock (the "Preferred Stock");
2. The parties desire to set forth their agreements as to certain
modifications to the terms of the Purchase Agreement and the Preferred Stock,
all as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser hereby agree as follows:
1. ADJUSTMENT TO CONVERSION PRICE.
(a) The Conversion Price of the Preferred Stock shall be
reduced to $5.06 per share. The parties hereby agree
and acknowledge that the foregoing reduction in the
Conversion Price shall be in complete satisfaction of
any and all adjustments to the Conversion Price that
may have occurred prior to the date of this Amendment
or that may hereafter occur.
(b) The parties agree that an amendment to the Company's
Articles of Incorporation effecting the foregoing
modifications to the terms of the Preferred Stock
shall be filed with the Florida Secretary of State as
soon as reasonably practicable following the
execution of this Amendment.
2. PLACEMENT AGENT'S COMPENSATION. In addition to the compensation
provided for in Section 4(i) of the Purchase Agreement, the Placement Agent
shall receive five-year warrants to purchase 100,000 shares of the Company's
Common Stock at an exercise price of $6.50 per share.
3. DEFINED TERMS. Unless otherwise defined herein, all capitalized
terms shall have the meanings ascribed to them in the Purchase Agreement
(including Exhibit A thereto).
4. VALIDITY OF PURCHASE AGREEMENT. Except to the extent specifically
amended herein, all of the terms of the Purchase Agreement shall remain
unmodified.
5. GOVERNING LAW. This Amendment shall be enforced, governed and
construed in all respects in accordance with the internal laws, and not the laws
pertaining to conflicts or choice of laws, of the State of Florida.
6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which may be considered one and the same agreement and each
of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto, through their duly authorized
officers, have executed this Amendment as of the date first written above.
COMPANY:
BIG ENTERTAINMENT, INC.
By:_____________________________________________
Xxxxxxxx Xxxxxxxxxx, Chairman of the Board and
Chief Executive Officer
PURCHASER:
AURIC PARTNERS LIMITED
By:_____________________________________________
Name:________________________________________
Title:_______________________________________
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