September __, 2000 BAY AREA MULTIMEDIA, INC. COMMON STOCK PURCHASE WARRANT Warrant to Purchase 100,000 Shares of Common Stock Expiring September __, 2006 THIS CERTIFIES THAT, for value received SPYGLASS ENTERTAINMENT GROUP, LP ("SPYGLASS"), or its...Bam Entertainment Inc • June 6th, 2001 • California
1 EXHIBIT 10.22 [COMERICA LOGO] SECURITY AGREEMENT ============================ ==================================================== As of November 13, 2000, for value received, the undersigned ("Debtor") grants to Comerica Bank- California ("Bank"),...Security Agreement • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 10.23 [COMERICA BANK LOGO] November 13,2000 Bay Area Multimedia, Inc. 333 W. Santa Clara Street, Ste. 930 San Jose, CA 95113 This Letter Agreement is entered into by and between Comerica Bank-California ("Bank") and Bay Area Multimedia, Inc.,...Letter Agreement • June 6th, 2001 • Bam Entertainment Inc
EXHIBIT 10.8 BAY AREA MULTIMEDIA, INC. STOCK PURCHASE AGREEMENT FOR UP TO 976,220 SHARES OF SERIES A PREFERRED STOCK 164,530 SHARES OF COMMON STOCK This Agreement is entered into effective as of May 17, 2000 by and among Bay Area Multimedia, Inc., a...Stock Purchase Agreement • June 6th, 2001 • Bam Entertainment Inc • California
WITNESSETH:Registration Rights Agreement • June 6th, 2001 • Bam Entertainment Inc • California
WITNESSETH:Registration Rights Agreement • June 6th, 2001 • Bam Entertainment Inc • California
UNDERWRITING AGREEMENT June ___, 2001 UBS Warburg LLC Jefferies & Company, Inc., As representatives of the several underwriters named in Schedule A hereto c/o UBS Warburg LLC 299 Park Avenue New York, New York 10171-0026 Ladies and Gentlemen: BAM!...Underwriting Agreement • June 6th, 2001 • Bam Entertainment Inc • New York
WARNER BROS. CONSUMER PRODUCTS #12697-DEXLicense Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1 Exhibit 10.43 BASIC LEASE PROVISIONSBam Entertainment Inc • June 6th, 2001 • California
AGREEMENT AND PLAN OF MERGER OF BAY AREA MULTIMEDIA, INC., A DELAWARE CORPORATION, AND BAY AREA MULTIMEDIA, INC. A CALIFORNIA CORPORATIONAgreement and Plan of Merger • June 6th, 2001 • Bam Entertainment Inc
EXHIBIT 10.9 BAY AREA MULTIMEDIA, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1 2 (a) Licensee represents and warrants that it is an official licensee of the following manufacturers: Nintendo, Sony, Sega and Microsoft and of the Platforms currently manufactured listed in Section 1. Licensee will use its best efforts to reach...Licensing Agreement • June 6th, 2001 • Bam Entertainment Inc • New York
Exhibit 4.8 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO...Bam Entertainment Inc • June 6th, 2001 • California
EXHIBIT 10.2 BAY AREA MULTIMEDIA, INC. STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into effective as of October 9, 1999, by and between Bay Area Multimedia, Inc., a California corporation (the "CORPORATION"), and Raymond C. Musci, an...1 • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 10.4 BAY AREA MULTIMEDIA, INC. STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into effective as of October 25, 1999, by and between Bay Area Multimedia, Inc., a California corporation (the "CORPORATION"), and Robert Holmes , an...Stock Purchase Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1 EXHIBIT 10.6 BAY AREA MULTIMEDIA, INC. STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into effective as of October 25, 1999, by and between Bay Area Multimedia, Inc., a California corporation (the "CORPORATION"), and Tracy Ann...Stock Purchase Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1 2 Each of the Founders, individually and not jointly, hereby represents, warrants and covenants to the Company and the Preferred Holders as follows: (a) such Founder has full authority, power and capacity to enter into this Agreement and perform its...Refusal Agreement • June 6th, 2001 • Bam Entertainment Inc • California
2 3 (j) The Contractor will be paid "COMMITMENT FEE" (computed and paid pursuant to Paragraph 6 below), the "CONTRACTOR'S DEAL FEES" (computed and paid pursuant to Paragraph 7 below), and "CONTRACTOR'S EXPENSES" (computed and paid pursuant to...Master Purchase Order Assignment Agreement • June 6th, 2001 • Bam Entertainment Inc • Illinois
1 EXHIBIT 10.33 Consumer Group Contract No. 19355 (Confidential Portions Omitted) MICROSOFT CORPORATION XBOX(TM) PUBLISHER LICENSE AGREEMENT This License Agreement (the "Agreement") is entered into and effective as of Nov. 28, 2000 (the "Effective...Publisher License Agreement • June 6th, 2001 • Bam Entertainment Inc • Washington
1 EXHIBIT 10.28 (Confidential Portions Omitted) SONY COMPUTER ENTERTAINMENT AMERICA INC. [PLAYSTATION(R) LOGO] PLAYSTATION(R)2 CD-ROM/DVD-ROM LICENSED PUBLISHER AGREEMENT 2 TABLE OF CONTENTSLicensed Publisher Agreement • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 10.27 (Confidential Portions Omitted) AMENDMENT TO THE LICENSED PUBLISHER AGREEMENT AMENDMENT, dated as of April 1, 2000 ("Amendment") between Sony Computer Entertainment America Inc., located at 919 E. Hillsdale Boulevard, Foster City, CA...Licensed Publisher Agreement • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 10.30 (Confidential Portions Omitted) CONFIDENTIAL LICENSE AGREEMENT FOR GAME BOY, GAME BOY COLOR AND GAME BOY POCKET HANDHELD VIDEO GAME SYSTEMS (Western Hemisphere) THIS AGREEMENT is entered into between NINTENDO OF AMERICA INC., a...Confidential License Agreement • June 6th, 2001 • Bam Entertainment Inc • Washington
RETAIL LICENSE WARNER BROS. CONSUMER PRODUCTS #12698-YOGIBam Entertainment Inc • June 6th, 2001 • California
1 EXHIBIT 10.24 [COMERICA LOGO] GUARANTY ====================================== ========================================== The undersigned, for value received, unconditionally and absolutely guarantee(s) to Comerica Bank-California ("Bank") a...Bam Entertainment Inc • June 6th, 2001 • California
EXHIBIT 10.32 CONFIDENTIAL LICENSE AGREEMENT FOR GAME BOY ADVANCE (Western Hemisphere) THIS LICENSE AGREEMENT ("Agreement") is entered into between NINTENDO OF AMERICA INC. ("NOA"), at 4820 150th Avenue N.E., Redmond, WA 98052 Attn: General Counsel...Confidential License Agreement • June 6th, 2001 • Bam Entertainment Inc • Washington
1 EXHIBIT 10.46 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement, dated as of July 1, 2000 (the "Effective Date"), is between BAM! Entertainment, Inc., a Delaware corporation, (the "Company") and Anthony Williams, an individual ("Employee"). 1. Term a....Executive Employment Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1- 2 1.13 "Licensed Developer" means any developer which is licensed by SCEA or an Affiliate of SCEA to develop Licensed Products pursuant to a valid and then current Licensed Development Agreement.Publisher Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1 EXHIBIT 10.14 BAM! ENTERTAINMENT, INC. SERIES C STOCK PURCHASE AGREEMENTSeries C Stock Purchase Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1 EXHIBIT 10.29 (Confidential Portions Omitted) PLAYSTATION(R)2 DEVELOPMENT SYSTEM AGREEMENT This PlayStation(R)2 Development System Agreement (the "Agreement")is entered into this 2nd day of August, 2000 (the "Effective Date") by and between Sony...Development System Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1 EXHIBIT 10.39 (Confidential Portions Omitted) EXCLUSIVE OUTPUT AGREEMENT This Agreement (the "Agreement") is being entered into as of this 7th day of April, 2000 by and between BAY MULTIMEDIA, INC. ("Bay") and FRANCHISE FILMS, INC. ("Franchise") and...Exclusive Output Agreement • June 6th, 2001 • Bam Entertainment Inc • California
EXHIBIT 10.20 GUARANTY AND PLEDGE AGREEMENT This Guaranty and Pledge Agreement (the "Agreement") is made on the 25 day of February, 2000, by RAY MUSCI (the "Guarantor") in favor of TRANSCAP TRADE FINANCE, an Illinois general partnership (the...Guaranty and Pledge Agreement • June 6th, 2001 • Bam Entertainment Inc • Illinois
WARNER BROS. CONSUMER PRODUCTS November 17, 2000 BAY AREA MULTIMEDIA 333 West Santa Clara Avenue Suite 930 San Jose, CA 95113 Attn: Ray Musci Re: WARNER BROS. LICENSE AGREEMENT #12177-PPG (POWERPUFF GIRLS) - AMENDMENT #1 Gentlemen: This letter when...Bam Entertainment Inc • June 6th, 2001
1 EXHIBIT 10.42 (Confidential Portions Omitted) EXCLUSIVE OUTPUT AGREEMENT This Agreement (the "Agreement") is being entered into as of this 25th day of October, 2000 by and between BAY AREA MULTIMEDIA, INC. ("BAM") and SPYGLASS ENTERTAINMENT GROUP,...Exclusive Output Agreement • June 6th, 2001 • Bam Entertainment Inc • California
1 EXHIBIT 10.19 SUBORDINATION AGREEMENT DATED: February 25, 2000 ------------------------ TO: Transcap Trade Finance 900 N. Skokie Blvd. Northbrook, IL 60062 Gentlemen: To induce you to grant financial assistance to BAY AREA MULTIMEDIA, INC., a...Subordination Agreement • June 6th, 2001 • Bam Entertainment Inc • Illinois
