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EXHIBIT 4.37
AMENDMENT NO. 1
TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement ("Amendment") is
dated as of October 6, 1999 to be effective as of February 25, 1999 (as to the
First Traunch as that term is defined herein) and as of March 31, 1999 (as to
the Second Traunch as that term is defined herein) and is made by and between
Team Communications Group, Inc., a California corporation (the "Company") and
VMR SA Luxembourg, Chateau Xxxxx, 00 Xxx Xxxxx, Xxxxxx, X0000 Luxembourg, (the
"Purchaser").
WHEREAS, on February 25, 1999 the Company and the Purchaser executed a
Securities Purchase Agreement (the "Agreement") whereby the Company desired to
issue and sell to the Purchaser and the Purchaser desired to acquire from the
Company up to $1,000,000 aggregate principal amount of 8% convertible debentures
due 2002 (the "Debentures") of the Company and warrants ("Warrants") to purchase
up to 100,000 shares of common stock.
WHEREAS, on February 25, 1999 the Purchaser purchased $500,000 of
Debentures and was issued Warrants to purchase 50,000 shares of common stock
(the "First Traunch").
WHEREAS, on March 31, 1999, the Purchaser purchased $500,000 of
Debentures and was issued Warrants to purchase 50,000 shares of common stock
(the "Second Traunch").
WHEREAS, the parties hereto intended at the time of each of the
issuances of securities that such Warrants not be issued to the Purchaser but,
in fact, be issued to Century City Securities, Inc.
WHEREAS, the Warrants were in fact mistakenly issued to the Purchaser.
WHEREAS, the parties hereto desire to amend the Securities Purchase
Agreement effective as of the date of the First and Second Traunches,
respectively with the First and Second Traunches to correct the clerical errors
referenced in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Amendment, Company and Purchaser agree as follows:
1. All Warrants issued to the Purchaser further to Article I of
the Agreement be, effective each of February 28, 1999 and
March 31, 1999, as applicable, in fact issued to Century City
Securities, Inc.
2. Century City Securities, Inc. shall have all rights as a
Purchaser set forth in that Registration Rights Agreement
dated as of February 25, 1999 by and among the Company and the
Purchaser.
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3. The parties hereto shall take all actions to cause the
Warrants to be properly issued in the name of Century City
Securities and to properly reflect the beneficial ownership
therein, including but not limited to making any required
filings with the Securities and Exchange Commission to correct
such error.
4. All other terms and conditions of those Agreements entered
into in connection with the purchase set forth above shall
remain unchanged as a result of this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to be
effective as of the date first herein above set forth.
TEAM COMMUNICATIONS GROUP, INC.
By: /s/ XXXXXXXX X. XXXXXXX
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Xxxxxxxx X. Xxxxxxx, its President
and Chief Operating Officer
VMR SA LUXEMBOURG
/s/ XXXXXXX XXXX
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By Xxxxxxx Xxxx, its Chairman
