AMENDMENT NO.1 TO STOCKHOLDERS AGREEMENT
July 28, 2000
The Stockholders Agreement dated February 28, 2000 among YouthStream Media
Networks, Inc., a Delaware corporation (the "Company"), Benjamin Bassi
("Bassi"), William Townsend, Mark Palmer, Harlan D. Peltz, individually
("Peltz"), and Harlan D. Peltz, as voting trustee (the "Trustee") under a voting
trust agreement dated February 28, 2000, is amended by deleting section 3.2(c)
and substituting the following:
"(c) None of the Stockholders, other than Bassi or Peltz
(individually), any make any transfer of Shares pursuant to section
3.2(a) or (b) unless (i) the number of Shares that would be
transferred, when aggregated with the number of Shares previously
transferred by that Stockholder and all persons to whom he has
transferred shares pursuant to sections 3.2(a) and clauses (i) and
(ii) of 3.2(b) during the six-month period ending on the date of the
proposed transfer, does not exceed 10% of the number of Shares
beneficially owned by that Stockholder on February 28, 2000, as set
forth in the second paragraph of this agreement, and (ii) at least 15
days prior to the transfer, the transferor shall have given notice to
Peltz and Bassi of the Proposed transfer. This provision shall not
apply to Bassi or Peltz, who shall be bound by the restrictions in
section 3.2(d).
"(d) Until January 31, 2002, no transfer of Shares may be made by
Bassi or Peltz (individually), pursuant to section 3.2(a) or clause
(i) or (ii) of section 3.2(b) unless (i) the number of Shares that
would be transferred, when aggregated with the number of Shares
previously transferred by him and all persons to whom he has
transferred shares pursuant to sections 3.2(a) and clauses (i) and
(ii) of section 3.2(b) during the six-month period ending on the date
of the proposed transfer, does not exceed 5% of the number of Shares
beneficially owned by him on February 28, 2000, as set forth in the
second paragraph of this agreement, and (ii) at least 15 days prior to
the transfer, the transferor shall have given notice to the other of
them of the proposed transfer. After January 31, 2002, the restriction
on transfer of Shares under this provision shall cease to apply.
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(e) Notwithstanding anything to the contrary in this agreement,
no transfer of Shares may be made by any Stockholder pursuant to
section 3.2(a) or clause (i) or (ii) of section 3.2(b) unless, prior
to the transfer, the transferor shall have provided the Company with
an opinion of counsel, in form and substance reasonably satisfactory
to the Company, that an exemption from registration under the 1933 Act
applies to the transfer."
YOUTHSTREAM MEDIA NETWORKS, INC.
By: /s/ JAMES LUCCHESI
-------------------------------------
Name: JAMES LUCCHESI
Title: CEO
/s/ HARLAN D. PELTZ
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Harlan D. Peltz
/s/ BENJAMIN BASSI
-------------------------------------
Benjamin Bassi
