exv10w2






Exhibit 10.2




WARRANT PURCHASE AGREEMENT




     This Warrant Purchase Agreement (this “Agreement”) is made as of March 29, 2010, by
and between Majesco Entertainment Company, a Delaware corporation (the “Company”), and
Gerald A. Amato (the “Grantee”).



     WHEREAS, the Grantee will be providing services to the Company as a consultant in the area of
investor relations, and, in connection with such services, the Company wishes to issue to the
Grantee warrants to purchase an aggregate of 100,000 shares of the Company’s Common Stock, par
value $0.001 per share (the “Common Stock”).



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



     1. Purchase and Sale of the Warrants;



                       1.1. Sale and Issuance of the Warrants.



         Upon execution of this Agreement, the Company agrees to sell and issue to the Grantee, and the
Grantee agrees to accept, warrants, in substantially the form attached hereto as Exhibit A
(the “Warrants”), to purchase 100,000 shares of the Company’s Common Stock. The Warrants
shall have an exercise price equal to $1.056 per share. Of the 100,000 shares of Common Stock
underlying the Warrants, 40,000 shall be immediately exercisable and 60,000 shall become
exercisable on September 29, 2010, subject to the terms of the Warrants.




     2.  Investor Representations and Warranties of the Grantee.




          The Grantee hereby represents and warrants that:




          2.1. Purchase Entirely for Own Account.


         This Agreement is made by the Company with the Grantee in reliance upon the Grantee’s
representation to the Company that the Warrants to be received by the Grantee pursuant to this
Agreement will be acquired for investment for the Grantee’s own account, not as a nominee or agent,
and not with a view to the resale or distribution, and that the Grantee has no present intention of
selling, granting any participation in, or otherwise distributing the same, except in compliance
with applicable federal or state securities laws. By executing this Agreement, the Grantee further
represents that it does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to any third person, with
respect to the Warrants.




          2.2. Disclosure of Information.



         The Grantee believes it has received all the information it considers necessary and
appropriate for deciding whether to purchase the Warrants. The Grantee further represents that it
has had an opportunity to ask questions and receive answers from the Company regarding the terms
and conditions of the issuance of the Warrants and the business, properties, prospects and
financial condition of the Company.




          2.3. Investment Experience.


         The Grantee can bear the economic risk of its investment, and has such knowledge and
experience in financial or business matters that it is capable of evaluating the merits and risks
of its investment in the Warrants. The Grantee represents that it has not been organized for the
purpose of acquiring the Warrants.




          2.4. Accredited Investor.


         The Grantee is an “accredited investor” within the meaning of Rule 501 of Regulation D under
the Securities Act of 1933, as amended and as presently in effect (the “Securities Act”).




          2.5. Restricted Securities.


         The Grantee understands that the Warrants it is purchasing are characterized as “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company
in a transaction not involving a public offering, and that under such laws and applicable
regulations such Warrants may not be resold without registration under the Securities Act, except
in certain limited circumstances. In this connection, the Grantee represents that it is familiar
with Rule 144 under the Securities Act, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.




          2.6. Further Limitations on Disposition.




         Without in any way limiting the representations set forth above, the Grantee further agrees
not to make any disposition of all or any portion of the Warrants or securities underlying the
Warrants unless and until either:




 









 








               (a) there is then in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with such registration statement;
or



               (b) (i) the Grantee shall have notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the circumstances surrounding the proposed
disposition, (ii) if reasonably requested by the Company, the Grantee shall have furnished the
Company an opinion of counsel, in form and substance reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the Securities Act, and (iii)
the transferee has agreed in writing to be bound by this Section 2. It is agreed that the
Company will not require opinions of counsel pursuant to this Section 2.6(b) for
transactions made pursuant to Rule 144, provided that it receives appropriate representations from
the seller with regard to compliance with Rule 144, except in unusual circumstances.



          Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement
or opinion of counsel shall be required by the Company for a transfer by the Grantee to any entity
directly or indirectly controlled by or controlling the Grantee.




     3. Registration Rights.
If at any time the Company shall propose to register under the Securities Act any of its
securities, whether for its own account or the account of others (other than a registration
statement on Form S-4 or S-8), upon each such time it will promptly give written notice to the
Grantee of its intention so to do. Upon the written request of the Grantee, received by the
Company within ten (10) days after the giving of any such notice by the Company, to register any or
all of its shares of Common Stock underlying the Warrants (the “Registrable Shares”), the
Company will use its reasonable best efforts to cause the Registrable Shares as to which
registration shall have been so requested to be included in the securities to be covered by the
registration statement proposed to be filed by the Company, all to the extent required to permit
the sale or other disposition by the Grantee (in accordance with its written request) of such
Registrable Shares so registered.



     4. Miscellaneous; 


                    4.1. Successors.



         This Agreement shall bind and inure to the benefit of the respective successors and permitted
assigns of each of the parties hereunder.



          4.2. Governing Law.




          This Agreement shall be governed by and construed under the laws of the State of New York,
without regard to the principles of conflicts of law thereof.




          4.3. Counterparts.



          This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.




          4.4. Interpretation.



          The titles and subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement. When used in this Agreement, the terms
“include,” “including,” “includes” and other derivations of such word shall be deemed to be
followed by the phrase “without limitation.”




          4.5. Notices.


          All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) if hand-delivered, upon personal delivery to the party to be notified; (b)
if sent by email (with return receipt requested) or facsimile, upon confirmed receipt by the
intended recipient; (c) if sent by registered or certified mail, return receipt requested, postage
prepaid, upon five days after having been sent; or (d) if sent by a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt, then upon one day
after deposit with the courier. All communications shall be sent to the address as set forth below
or at such other address as such party may designate by 10 days advance written notice to the other
parties hereto:




	 	 	 

	          (i)

	 	if to the Company, to:
	 
	 	 
	 

	 	Majesco Entertainment Company
	 

	 	160 Raritan Center Parkway
	 

	 	Edison, New Jersey 08837
	 

	 	Attention: Chief Executive Officer
	 

	 	Facsimile: 732-225-8408
	 
	 	 
	 

	 	with a copy to:






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	 	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	 

	 	666 Third Avenue
	 

	 	New York, New York 10017
	 

	 	Attention: Todd E. Mason
	 

	 	Facsimile: (212) 983-3115
	 
	 	 
	 

	 	if to the Grantee, to:






          4.6. Expenses.


         Each party shall pay all costs and expenses incurred by it with respect to the negotiation,
execution, delivery and performance of this Agreement.




          4.7. Amendments and Waivers.


         Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and the Grantee.




          4.8. Severability.


         If one or more provisions of this Agreement are held to be unenforceable under applicable law,
such provision shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in accordance with its
terms.




          4.9. Entire Agreement.





         This Agreement and the documents referred to herein constitute the entire agreement among the
parties and no party shall be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or therein.




          4.10. Confidentiality.




         Each party hereto agrees that, except with the prior written permission of the other parties,
it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any
confidential information, knowledge or data concerning or relating to the business or financial
affairs of the other parties to which such party has been or shall become privy by reason of this
Agreement, discussions or negotiations relating to this Agreement, the performance of its
obligations hereunder or the ownership of Warrants purchased hereunder. In addition, the Company
agrees it will not disclose, and will not include in any public announcement, the name of the
Grantee, unless expressly agreed to by the Grantee or unless and until such disclosure is required
by law or applicable regulation, and then only to the extent of such requirement. The provisions
of this Section 4.10 shall be in addition to, and not in substitution for, the provisions
of any separate nondisclosure agreement executed by the parties hereto with respect to the
transactions contemplated hereby.




[Remainder of page intentionally left blank. Signature page to follow.]






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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	MAJESCO ENTERTAINMENT COMPANY

 	 
	 	By:  	/s/ Jesse Sutton
 	 
	 	 	Name:  	Jesse Sutton 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	GRANTEE

 	 
	 	By:  	/s/ Gerald A. Amato
 	 
	 	 	Name:  	Gerald A. Amato 	 
	 	 	 	 
	 




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