Exhibit 4(w) SANDBOX ENTERTAINMENT CORPORATION 2231 East Camelback Road, Suite 324 Phoenix, AZ 85016 WIT CAPITAL CORPORATION 826 Broadway, 6th Floor New York, NY 10003 Dear Sirs: The undersigned understands that Wit Capital Corporation (the...Underwriting Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software
Exhibit 10(a) MASTER LEASE AGREEMENT No. 101-19001-001 THIRD COAST VENTURE LEASE PARTNERS I, L.P. 900 North Franklin Street, Suite 700 Chicago, Illinois 60610 (312) 337-3303 Lessee: SANDBOX ENTERTAINMENT CORPORATION Address: 2231 East Camelback, Suite...Master Lease Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Illinois
RECITALSIntellectual Property Security Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • California
Exhibit 4(h) TERM NOTETerm Note • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software
Exhibit 10(jj) WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made effective as of September 27, 1997 by and between Sandbox Entertainment Corporation, a Delaware corporation ("Sandbox"), and Third Coast Venture Lease...Warrant Purchase Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
b) Notwithstanding any contrary provisions in this Warrant, if the Current Market Price (as defined in Section 2(c) below) exceeds the Warrant Price at the date of calculation, instead of exercising this Warrant as described in Section 2(a) above, the...Stock Subscription Warrant • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
2.6 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or...Warrant Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • California
Exhibit 10(p) Source Code License Agreement This Source Code License Agreement ("this Agreement") entered into by INFO Enterprises, Inc., having its executive offices at 426 North 44th Street, Suite 250, Phoenix, Arizona 85008 ("INFO"), and TRACER...Source Code License Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
Exhibit 4(z) [Letterhead of Investor] October __, 1997 Sandbox Entertainment Corporation Successor to Tracer Design, Inc. 2231 East Camelback Road, Suite 324 Phoenix, Arizona 85016 Attention: Mr. Chad M. Little, President Amendment to Loan and Warrant...Loan and Warrant Purchase Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software
Pursuant to a loan and warrant purchase agreement dated as of October 25, 1995 (the "Loan and Warrant Purchase Agreement"), Tracer Design, Inc. ("Tracer"), an Arizona corporation, borrowed $5,000 from Pickwick Group LLC ("Pickwick") in consideration of Tracer's issuing Pickwick a warrant (the "Initial Warrant") to purchase ____ shares of the Class A Common Stock, $.001 par value, of Tracer (the "Initial Warrant Shares") at an exercise price of $36 per share. After giving effect to certain subsequent stock splits and anti-dilutive adjustments, the Initial Warrant is currently a warrant to purchase _______ shares of the common stock, $.001 par value, of Sandbox Entertainment Corporation ("Sandbox"), a Delaware corporation that is the successor by merger to Tracer, at an exercise price of $.80 per share of common stock of Sandbox (the "Common Stock"). In connection with the Loan and Warrant Purchase Agreement, Tracer also delivered Pickwick a term note dated as of October 25, 1995 in the
Each party hereby agrees to maintain complete and accurate books and records regarding its sale of advertising and/or sponsorships on the Game Site during the Term of this Agreement and 3Co-Branding and Marketing Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Georgia
a) Unregistered Securities. Purchaser understands that the Note, the Warrant and the Warrant Shares (the "Securities") have not been registered under the Securities Act of 1933 or any state securities laws (collectively, "Securities Laws") in reliance...Bridge Note and Warrant Purchase Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
5. Conditions to the Obligations of Purchaser. The obligation of Purchaser to make the Loan and receive the Note and the Warrant on the Closing Date is, at Purchaser's sole option, subject to satisfaction on or before the Closing Date of the following...Two Year Note and Warrant Purchase Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
5. Reissuance of July Bridge Notes and July Bridge Warrants. The parties hereby agree that the definition of Series A Conversion Price and Warrant Price in Section A of Exhibit IV to the July Bridge Note and Warrant Purchase Agreements shall be read...Bridge Note and Warrant Purchase Agreements • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
