Exhibit 4(gg)
SECOND AMENDMENT TO MAY 9, 1997 STOCK SUBSCRIPTION WARRANT
THIS AMENDMENT TO STOCK SUBSCRIPTION WARRANT (this "Amendment") is made
effective as of January 14, 1998 by and between Sandbox Entertainment
Corporation, a Delaware corporation (the "Company"), and
__________________________ ("Holder"), which are parties to that certain Stock
Subscription Warrant with an initial issue date of May 9, 1997 (the "May
Warrant"); IT IS AGREED:
1. That the definition of "Warrant Price" on page 2 of the May Warrant
shall be deleted in its entirety and replaced with the following:
"Warrant Price shall mean Eighty Cents ($.80) per share,
subject to adjustment in accordance with Section 5; provided, however,
that the Warrant Price shall be $2.00 per share (which price shall not
be subject to adjustment) during the 30 day period beginning on the
date that the IPO closes."
2. Counterparts. This Amendment may be executed in counterparts, each
of which shall be enforceable against the party actually executing the
counterpart, and both of which together shall constitute one instrument.
IN WITNESS WHEREOF, the Company and Holder have caused this Amendment
to be signed by its duly and authorized officer as of the date first written
above.
THE COMPANY:
SANDBOX ENTERTAINMENT CORPORATION
By: _____________________________
Its _____________________________
ACCEPTED BY HOLDER:
Holder:
By: ________________________
By:_________________________________
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Schedule 4(gg) to the Second Amendment to the Note and Warrant Purchase
Agreement dated May 9, 1997 -
List of Holders:
Holder and Address
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Sundance Venture Partners, L.P.
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Newtek Ventures II, L.P.
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Wasatch Venture Corporation
c/o Zions First National Bank
Investment Division, Venture Capital Dept.
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