Exhibit 10.3 [SECURED CONVERTIBLE DEBENTURES AND WARRANTS] SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 24, 2004, by and among BAM! ENTERTAINMENT, INC., a corporation organized under the laws of the...Securities Purchase Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Common Stock Purchase Warrant • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
EXHIBIT 10.4 SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement") is entered into as of May 24, 2004, between BAM Entertainment, Inc. ("BAM") and __________________________ ("Creditor"), (also referred to collectively as the "Parties"),...Settlement Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • California
EXHIBIT 4.8 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION...Warrant Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • California
PAGE 1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of , 2004, by and among BAM! Entertainment, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the undersigned (the...Registration Rights Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
RECITALSEscrow Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • California
PREFERRED STOCK AND WARRANTS] SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 24, 2004, by and among BAM! ENTERTAINMENT, INC., a corporation organized under the laws of the State of Delaware (the...Securities Purchase Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
PAGE 1 LOCK- UP AGREEMENT BAM! Entertainment, Inc. 333 West Santa Clara Street, Suite 716 San Jose, California 95113 Ladies & Gentlemen: The Shareholders of VIS entertainment limited ("VIS") have accepted an Offer made by BAM! Entertainment, Inc., a...Lock-Up Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software
SUPPLEMENTAL AGREEMENT TO THE SHARE PURCHASE AGREEMENT (RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF SOE DEVELOPMENT LIMITED) [LAWRENCE GRAHAM LOGO]Supplemental Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • Dorset
CLAUSE PAGE 1. Definitions and interpretation 1 2. Exchange 4 3. Conditions precedent 4 4. Sale and purchase of the shares and consideration 5 5. Position pending completion 6 6. Completion 7 7. Buyer Warranties 9 8. Entire agreement 9 9. Waiver 9 10....Share Purchase Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software
Exhibit 4.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of May 24, 2004, by and between BAM! Entertainment, Inc., a Delaware corporation with an address at 333 West Santa Clara Street, Suite 716, San Jose, California 95113...Security Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Convertible Security Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
Exhibit 4.5 WARRANT SHARES REGISTRATION RIGHTS AGREEMENT WARRANT SHARES REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 24, 2004, by and among BAM! ENTERTAINMENT, INC., a corporation organized under the laws of the State of Delaware...Warrant Shares Registration Rights Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • California
Exhibit 4.6 CUSTODIAL AND SECURITY AGREEMENT THIS CUSTODIAL AND SECURITY AGREEMENT (this "Agreement") is made as of May 24, 2004, by and among BAM! Entertainment, Inc., a Delaware corporation with an address at 333 West Santa Clara Street, Suite 716,...Custodial and Security Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • New York
Exhibit 4.4 COMMON STOCK REGISTRATION RIGHTS AGREEMENT COMMON STOCK REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as May 24, 2004, by and among BAM! ENTERTAINMENT, INC., a corporation organized under the laws of the State of Delaware (the...Common Stock Registration Rights Agreement • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • California
DEED OF WARRANTYDeed of Warranty • July 6th, 2004 • Bam Entertainment Inc • Services-prepackaged software • England
