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EXHIBIT 4.11
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
Delaware Corporation (the "COMPANY") dated
24 March, 2004; pursuant to which the
Company has agreed, upon the terms and
subject to the conditions contained
therein, to issue to the Shareholders of
VIS, shares of the Company's common stock,
US $0.001 par value and the
Shareholders of SOE Development Limited
("SOED") have agreed to sell to the
Company the whole of the share capital of
SOED pursuant to a Sale and Purchase
Agreement dated 18 March 2004 ("SPA") under
which the Company has agreed upon
the terms and subject to the conditions
contained therein to issue to the
Shareholders of SOED (or as they may
direct) shares of the Company's common
stock US $0.001 par value (all of such
shares of common stock together referred
to in this agreement as "COMMON STOCK").
The undersigned recognizes that the
Offer and/or the SPA will be of benefit to
the undersigned. The undersigned
acknowledges that the Company is relying on
the representations and agreements
of the undersigned contained in this letter
in carrying out the Offer and
closing the SPA. Capitalized terms used
herein and not otherwise defined herein
shall have the respective meanings set
forth in the Offer.
In consideration of the foregoing, the
undersigned hereby agrees that the
undersigned will not, without the prior
written consent of the Company (which
consent may be withheld in its sole
discretion) or except as otherwise set forth
herein, directly or indirectly, sell,
offer, contract, or grant any option to
sell (including without limitation any
short sale), pledge, transfer, establish
an open "put equivalent position" within
the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as
amended, and the rules and regulations
promulgated thereunder (collectively, the
"EXCHANGE ACT") or otherwise dispose
of any shares (collectively, a
"DISPOSITION") of Common Stock currently or
hereafter owned either of record or
beneficially (as defined in Rule l3d-3 under
the Exchange Act) by the undersigned, or
publicly announce the undersigned's
intention to do any of the foregoing,
during the period commencing on the date
hereof and continuing through the close of
trading on the one-year anniversary
of the date on which the Offer was declared
unconditional in all respects and
the acquisition of the shares in SOED under
the SPA was completed ("CLOSING
DATE"); provided, however, that beginning
on and after the thirtieth (30th)
calendar day after the Closing Date,
twenty-five percent (25%) of the Common
Stock held, directly or indirectly, by the
undersigned as of the date of
execution of this Agreement shall not be
subject to the terms set forth in this
Agreement; provided, further, that
beginning on and after the one hundred
eightieth (180th) calendar day after the
Closing Date, an additional twenty-five
percent (25%) of the Common Stock held,
directly or indirectly, by the
undersigned as of the date of execution of
this Agreement shall not be subject
to the terms set forth in this Agreement;
provided, further, that beginning on
and after the two hundred seventieth
(270th) calendar day after the Closing
Date, an additional twenty-five percent
(25%) of the Common Stock held, directly
or indirectly, by the undersigned as of the
date of execution of this Agreement
shall not be subject to the terms set forth
in this Agreement; and provided,
further, that beginning on and after the
one-year anniversary of the Closing
Date, the remaining twenty-five percent
(25%)
