AGREEMENT BETWEEN
AMERICAN INTERACTIVE MEDIA, INC.
AND
XXXXXXXXX DIGITAL INC.
This agreement (the "Agreement") is made and entered into as of November
16, 1998, by and between American Interactive Media, Inc., a Delaware
corporation (the "Company"), and Xxxxxxxxx Digital Inc., a Delaware corporation
("Holder"). Capitalized terms used but not defined herein shall have the
respective meanings given them in the Debentures (as defined herein).
WHEREAS, the Company has issued to Holder a floating rate convertible
secured debenture dated December 4, 1997 and a floating rate convertible secured
debenture dated February 3, 1998 (together, the "Debentures");
WHEREAS, the Company desires to enter into an arrangement with Pioneer
Ventures Associates Limited Partnership ("Pioneer") in which it will issue
preferred stock and warrants to Pioneer;
WHEREAS, the Debentures restrict the issuance of preferred stock by the
Company;
WHEREAS, Holder believes that through both the Company's actions and
inactions, the Company has breached numerous covenants in Section 6 of the
Debentures and thus caused numerous Events of Default, including, but not
limited to, the following:
(a) The Company has changed its primary line of business;
(b) The Company's budgeted and actual expenses for content production
have exceeded ten percent (10%) of the Company's operating expenses during
the terms of the Debentures, without the prior consent of Holder; and
(c) Additional executive employees have been hired, retained or
employed by the Company, without the prior consent of Holder; and
WHEREAS, Xxxxx Xxxxxx is no longer employed as the chief executive officer
of the Company for reasons other than his death, disability or termination at
the request of Holder, which is an Event of Default under Section 7 of the
Debentures; and
WHEREAS, under Section 8 of the Debentures, the Holder is entitled to
certain remedies upon an Event of Default.
NOW THEREFORE, the Company and Holder, for good and valuable consideration,
and intending to be legally bound, hereby agree as follows:
COMPANY ACTIONS
To induce Holder to permit the Company to issue preferred stock to Pioneer
and to waive any remedies that it may have under Section 8 of the Debentures,
and conditioned on the termination of the Voting and Standstill Agreement by and
among the Company, Holder and the additional signatories thereto, dated December
4, 1997, and on the investment by Pioneer of at least $3.1 million in the
Company, on terms and conditions reasonably satisfactory to Holder, at the
closing contemplated by Section 1 of the Investment Agreement (the "Investment
Agreement"), a copy of which is attached hereto, by and between Pioneer and the
Company dated November 16, 1998 (the "Effective Date"), the Company shall
provide that:
Board of Directors. As of the Effective Date, the authorized number of directors
on the Board of Directors of the Company (the "Board") shall be increased from
three to five, and one of the new members of the Board shall be a representative
designated by Holder. Holder shall not have the right thereafter to have an
observer at Board meetings. At each election for directors after the Effective
Date, Holder shall have the right to designate two representatives to the Board,
and the Board shall consist of five members; provided that the Board may be
increased by a vote of 75% of the entire Board or pursuant to Section 1.10(b) of
the Investment Agreement and Article II, Section 1(b) of the Company's By-Laws.
Any new directors (other than any Pioneer designee) shall be approved by Holder.
Holder acknowledges that Pioneer shall have the right to designate one or under
certain circumstances more representatives to the Board.
By-laws. As of the Effective Date, to effectuate the preceding paragraph 1(a),
the Board shall amend the Company's by-laws by:
inserting the following sentence at the end of Article II, Section 1 of the
Company's by-laws:
"Nomination Procedure. Any stockholder who holds a contractual right
to designate a representative to the Board of Directors shall have the
right to have his/her nominee to the Board of Directors presented to
the stockholders in the same manner in which a nominee to the Board of
Directors would customarily be presented to the stockholders for the
election of directors."; and
deleting the second clause of the second sentence of Article II, Section 1 of
the Company's by-laws and replacing it with the following:
"and thereafter the number of directors shall be five unless such
number shall be increased by a vote of at least 75% of the entire
Board of Directors,".
Voting Agreement. As of the Effective Date, the Company shall cause an
appropriate voting agreement to be entered into by Xxxx Xxxxx, Holder and
Pioneer in order to effectuate paragraph 1(a) above, and the Company shall take
all action necessary to implement such voting agreement.
Common Stock Purchase Option. As of the Effective Date, the Common Stock
Purchase Option dated December 4, 1997, issued by the Company to Holder, as
amended by the letter agreement
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(the "Letter Agreement") dated June 4, 1998 (as amended, the "Option"), shall
automatically, and without further action by the parties hereto, be amended by:
changing the reference in Section 2 of the Letter Agreement from "ten percent
(10%)" to "fifteen percent (15%)";
deleting Section 2(i) through the end of Section 2 of the Letter Agreement and
replacing it with the following:
"the lower of (x) $2.375 per share of Common Stock and (y) the
Conversion Price as reset at the Reset Date (as such terms are defined
in Section 1.3-A of the Investment Agreement by and between Pioneer
Ventures Associates Limited Partnership ("Pioneer") and the Company
dated November 16, 1998) (the "Exercise Price"). This Option shall be
exercisable at any time until and including September 30, 2000 (the
"Expiration Date")";
inserting the following words after the first sentence of Section 4(a):
If by May 16, 1999 Pioneer has exercised certain outstanding warrants
to purchase an aggregate of 500,000 shares of Common Stock, at an
exercise price of $1.00 per share, and the certain other outstanding
warrants to purchase an aggregate of 539,000 shares of Common Stock,
at an exercise price of $2.50 per share (together, the "Warrants"),
then Pioneer shall have the right to participate in this Option by
having the right to purchase 50% of any Option Shares, at the same
exercise price per share, as Holder shall purchase upon exercise from
time to time of this Option ("Purchase Option"). If Holder exercises
all or any portion of this Option prior to May 16, 1999, Pioneer shall
have the right to participate in this Option through its Purchase
Option (even though Pioneer has not then exercised the Warrants),
provided that Pioneer shall thereafter forfeit its right to
participate in any future exercises of this Option if Pioneer shall
not have exercised the Warrants by May 16, 1999.";
deleting clause (i) of Section 8(d) of the Option and renumbering clauses (ii)
and (iii) of Section 8(d) as clauses (i) and (ii), respectively; and
inserting the following words in the first sentence of Section 8(d) immediately
preceding the closing of the first parenthesis:
"or (iii) to Pioneer pursuant to the Investment Agreement by and
between Pioneer and the Company dated November 16, 1998,";
Securities Purchase Agreement. As of the Effective Date, the Securities Purchase
Agreement shall automatically, and without further action by the parties hereto,
be amended by:
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renumbering clauses (ii) and (iii) of Section 5.2(a) as (iii) and (iv),
respectively, and inserting the following sentence after clause (i) of Section
5.2(a):
"(ii) the convertible preferred stock (the "Preferred Stock"), the
warrants (the "Investment Agreement Warrants") issued to Pioneer
Ventures Associates Limited Partnership ("Pioneer") and Ventures
Management Partners LLC pursuant to the Investment Agreement by and
between Pioneer and the Company dated November 16, 1998 (the
"Investment Agreement"), or the warrants (together with the Investment
Agreement Warrants, the "Pioneer Warrants") issued to Mountain Ranch
Partners, Inc., a Colorado corporation, to purchase 500,000 shares of
Company Common Stock, which expire on December 31, 1998, or shares
issued upon the exercise of the Pioneer Warrants or the conversion of
the Preferred Stock";
deleting the last two sentences of Section 5.2(a);
renumbering clauses (ii) and (iii) of Section 5.2(b) as clauses (iii) and (iv),
respectively, and inserting the following sentence after clause (i) of Section
5.2(b):
"(ii) the Preferred Stock or the Pioneer Warrants issued to Pioneer
pursuant to the Investment Agreement, or shares issued upon the
exercise of the Pioneer Warrants or the conversion of the Preferred
Stock";
deleting the last two sentences of Sections 5.2(b);
inserting the following words into the first sentence of Section 5.2(b) after
the words "Securities Act":
"or (v) the issuance of Company Common Stock, or securities
exchangeable for or convertible into Company Common Stock, at or above
90% of the Current Market Price, as defined in the Option, provided
that such an issuance is approved by a majority of the Company's
entire Board of Directors, after due notice of the terms and
conditions of such issuance, or (vi) the issuance of Company Common
Stock, or securities exchangeable for or convertible into Company
Common Stock, at a price below 90% of the Current Market Price,
provided that such issuance is approved by at least 75% of the
Company's entire Board of Directors."; and
adding a new Section 5.2(c) with the following text:
"So long as Pioneer, its partners or affiliates owns any Preferred
Stock (and, if applicable, Company Common Stock acquired pursuant to
the conversion of the Preferred Stock), this Section 5.2(c) shall
apply instead of Section 5.2(a), and Purchaser shall be entitled, as
of right, (i) to purchase or subscribe for any
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capital stock or equity or debt securities or any options, warrants,
rights to purchase any such securities or rights of the Company
proposed to be issued by the Company (collectively referred to as "New
Securities") and (ii) provide any debt financing proposed to be
obtained by the Company. Pioneer and Purchaser shall share the rights
of first refusal under this Section 5.2(c) on a pari passu basis, with
each of Pioneer and Purchaser having the right to purchase fifty
percent (50%) of the New Securities to be offered and sold or to
provide fifty percent (50%) of the debt financing to be provided under
this Section 5.2(c). The rights of first refusal set forth hereinabove
shall not be applicable to (i) securities issued to employees,
consultants or directors of the Company pursuant to any stock option
plan or stock purchase or stock bonus arrangement approved by the
Board of Directors; provided, however, such plan, purchase or
arrangement shall not exceed that number of shares of Company Common
Stock equal to (x) the number of options outstanding as of November
16, 1998, plus (y) up to 250,000 additional options, (ii) securities
offered to the public pursuant to a registration statement filed
pursuant to the Securities Act, and (iii) securities issued pursuant
to an acquisition of another corporation by the Company by merger,
purchase of all or substantially all of the assets or other
reorganization whereby the Company is the surviving corporation, in
the case of a merger or consolidation, and the then existing
shareholders of the Company own not less than fifty-one percent (51%)
of the voting stock of the Company on a fully diluted basis following
such merger or consolidation, or in the case of a share exchange, the
Company owns not less than fifty-one percent (51%) of the voting stock
of such acquired corporation, (iv) securities issued upon the
conversion of the Convertible Debenture or the exercise of the Warrant
issued to Purchaser, (v) any shares of Common Stock issued pursuant to
the exercise of options, warrants or other securities outstanding on
November 16, 1998, (vi) any shares of Common Stock or warrants,
options, rights or securities convertible into or exchangeable for
capital stock of the Company in connection with any stock split, stock
dividend or similar event affecting the Company Common Stock and (vii)
the Preferred Stock, the Pioneer Warrants and the Common Stock to be
issued pursuant to conversion of the Preferred Stock or the exercise
of the Pioneer Warrants under the Investment Agreement. In the event
the Company proposes to issue New Securities or to obtain any
financing, it shall give Pioneer and Purchaser written notice of its
intention, describing the type of New Securities or debt to be
incurred, the price and general terms upon which the Company proposes
to issue the same. In exercising their rights, Pioneer and Purchaser
shall be given thirty (30) days from the receipt of such
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notice to agree to purchase or subscribe for such New Securities or
make or arrange such loan, in whole or in part, at the same price
and/or on the same terms as proposed. Pioneer and Purchaser shall have
the right of over-allotment such that, in the event the other fails to
exercise such right to purchase all of the New Securities or to make
or arrange such loan, the other may purchase the New Securities not so
purchased, or make or arrange the other's portion of such loan. The
Company shall provide notice to Pioneer or Purchaser, as the case may
be, of the availability of such over-allotment, and Pioneer or
Purchaser, as the case may be, shall be required to exercise its
over-allotment rights, in whole or in part within fifteen (15)
business days from the date the non-participating party fails to
exercise its rights hereunder. Pioneer and Purchaser shall be required
to commit in writing, at the time they exercise their rights under
this Section 5.2(c), the maximum amount of over-allotment of New
Securities they agree to purchase or the amount of loan(s) they intend
to make or arrange, if any become available.";
inserting the following words in the second to last sentence of Section 5.5(a)
after "Closing,":
"and at least nine months after the Company's Form 10 has become
effective under the Securities Exchange Act of 1934,".
deleting the words "per year." from the last sentence of Sections 5.5(a); and
deleting the words "six (6) months" from the first sentence of Section
5.5(d)(ii) and replacing it with the following:
"two (2) years";
Debentures. As of the Effective Date, the Debentures shall automatically, and
without further action by the parties hereto, be amended by:
adding the following in the first paragraph of each Debenture after the words
"three and one-half (3.5%) percent per annum in excess of the prime rate as
published in The Wall Street Journal from time to time during the term hereof":
"subject to adjustment as set forth in Section 3(a) of this Note";
deleting "$2.85" in the first sentence of Section 3(a) and replacing it with the
following:
"the lower of (x) $2.375 per share of Common Stock and (y) the
Conversion Price as reset at the Reset Date (as such terms are defined
in Section 1.3-A of the Investment Agreement by and between Pioneer
Ventures Associates Limited Partnership ("Pioneer") and the Company
dated November 16, 1998 (the "Investment Agreement")).";
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inserting the following words at the end of Section 3(a):
"Solely for purposes of determining the Conversion Amount under this
Section 3(a), interest accrued after the Effective Date (as defined
below) shall be calculated at a rate equal to 13% per annum. As used
herein, "Effective Date" shall mean November 16, 1998."
deleting clause (i) of Section 4(d) and renumbering clauses (ii) and (iii) of
Section 4(d) as clauses (i) and (ii), respectively;
inserting the following words in the first sentence of Section 4(d) immediately
preceding the closing of the first parenthesis:
"or (iii) to Pioneer pursuant to the Investment Agreement,";
eliminating Sections 6(d), 6(l) and 7(f) and substituting in the Debentures the
words "Intentionally Omitted" for such sections;
adding the following to the end of Section 6(c):
"provided that no prior consent of Holder shall be required for any
cash dividend on the Pioneer Preferred Stock (as defined below) if it
is declared by a majority of the entire Board of Directors. As used
herein, "Pioneer Preferred Stock" shall mean the preferred stock
issued to Pioneer pursuant to the Investment Agreement.";
adding the following to the end of Sections 6(m) and 6(n):
"provided that no prior consent of Holder shall be required for any
action approved by a majority of the entire Board of Directors.";
adding the following to the end of Section 6(e):
"provided that no prior consent of Holder shall be required with
respect to any action referred to in the preceding clause (iii) that
is approved by at least 75% of the entire Board of Directors.
Notwithstanding anything to the contrary contained herein, the Company
shall be permitted to sell its WebPASSPORT technology and related
assets if approved by a majority of the entire Board of Directors,
provided that the terms and conditions of such sale are acceptable to
Holder.";
deleting clause 3 of Section 6(g) and replacing it with the following:
"annual compensation increases above 10% per person that are approved
by a majority of the entire Board of Directors.";
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adding the following to the end of Section 6(h):
"provided that no prior consent of Holder shall be required for any
action approved by 75% of the entire Board of Directors."; and
adding the following after Section 6(o):
"(p) The following covenant shall be applicable, in addition to any
other covenant herein that covers the same or related matters. So long
as an aggregate of at least five percent (5%) of the outstanding Notes
(as defined below) (included in such 5% calculation for the
denominator shall be any Notes which have then been converted into
Common Stock) is held by Holder, the Company shall not without the
affirmative vote or consent of Holder (i) authorize or issue any
additional equity securities of the Company or of any subsidiaries
other than those issuable (x) upon the conversion, exchange or
exercise of securities or rights outstanding on the Closing Date (as
defined in the Investment Agreement) and (y) pursuant to grants of
options previously granted and outstanding on such Closing Date under
the Company's Stock Option Plan, however such consent shall not be
unreasonably withheld, (ii) approve any merger, consolidation,
compulsory share exchange or sale of assets to which the Company is a
party, however such consent shall not be unreasonably withheld, (iii)
repurchase or redeem any equity securities or pay dividends or other
distributions on any equity securities, except as provided pursuant to
the terms of the Pioneer Preferred Stock, (iv) liquidate, dissolve,
recapitalize or reorganize the Company, (v) guarantee indebtedness of
other persons, directly or indirectly, except with respect to any
wholly owned subsidiaries, (vi) incur any indebtedness for borrowed
money, or guarantee indebtedness of other persons, directly or
indirectly except with respect to any wholly-owned subsidiaries, (vii)
effect any fundamental changes in the nature of the Company's
business, including but not limited to acquiring or investing in
another business entity, however, such consent shall not be
unreasonably withheld, and (viii) approve the sale or transfer of any
material intangible or intellectual property, other than the issuance
of licenses or sales of equipment in the ordinary course of business,
however, such approval shall not be unreasonably withheld. As used
herein, "Notes" shall mean this Note and the other note issued
pursuant to the Securities Purchase Agreement."
Any succession plans following the Closing Date (as defined in the Investment
Agreement) following any termination of the employment by Xxxx Xxxxx shall be
approved by Holder.
inserting the following words after Section 7(f):
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"(g) The Voting Agreement dated November 16, 1998 by and among the
Company, Holder, Pioneer and Xxxx Xxxxx shall not have been complied
with in connection with an election for directors and either of the
Holder's two nominees shall not have been elected to the Board of
Directors in such election.
(h) The Company's cash and cash equivalents, minus bona fide accounts
payable over thirty (30) days in arrears, shall be less than $100,000
at the end of any month.
(i) Notwithstanding anything to the contrary in Section 6(p)(iii)
hereof, if Pioneer shall exercise its option under Section 6.10 of the
Investment Agreement and Holder does not approve the redemption or
repurchase of the Pioneer Preferred Stock pursuant to Section 6(c)
hereof."
Securities Agreement. As of the Effective Date, the Security Agreement shall be
automatically, and without further action by the parties hereto, amended by
deleting Section 2 and replacing it with the following:
"2. The collateral shall be all assets of the Corporation (other than
leased software and equipment) whether now owned or hereafter acquired
and all proceeds therefrom (including, but not limited to, any
machinery, equipment (other than leased equipment), furniture,
fixtures, inventory, work-in-progress, cash, accounts receivable,
contracts, leases (other than equipment and software leases),
software, source and operating codes, designs, marketing and other
plans, intellectual property, trade names and trade marks
(collectively, the "Collateral")."
Warrant. As of the Effective Date, the Warrant, dated December 4, 1997, issued
by the Company to Holder, shall automatically, and without further action by the
parties hereto, be amended by:
changing the reference in the first paragraph from "forty percent (40%)" to
"thirty percent (30%)"; and
inserting the following words immediately preceding clause (ii) of the first
paragraph:
", other than the shares and other securities which are then and
potentially issuable to Pioneer Ventures Associates Limited
Partnership upon conversion of the convertible preferred stock or upon
exercise of the warrants issued to Pioneer pursuant to the Investment
Agreement by and between Pioneer and the Company dated November 16,
0000".
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XXXXXXXXX XXXXX XXXXXXXX;
WAIVER OF EVENTS OF DEFAULT
Simultaneous with the Effective Date, Holder grants permission to the
Company to issue preferred stock to Pioneer (including preferred stock issued as
dividends thereon) and warrants, and any securities to be issued pursuant to the
preferred stock or warrants issued to Pioneer pursuant to the Investment
Agreement and Holder waives all Events of Default, which may have arisen before
the Effective Date. Nothing herein shall be deemed to be a waiver of Holder's
rights to request registration of its securities, or to piggyback its securities
on another registration, as set forth in the Securities Purchase Agreement.
WAIVER OF A CERTAIN LETTER AGREEMENT.
Simultaneous with the Effective Date, Holder waives any benefits under a
certain side letter, dated December 4, 1997, with Xxxx Xxxxx relating to the
sale of shares by Xx. Xxxxx to Holder.
AMENDMENT
Upon the Effective Date, this Agreement shall constitute the amendment to
each of the agreements referred to in paragraph 1 above, which amendments shall
thereupon become effective; and such agreements, as amended, shall remain in
full force and effect.
FURTHER ASSURANCES
At any time or from time to time after the execution of this Agreement,
each party hereto agrees to take such actions and to execute and deliver such
documents as shall be reasonably necessary to effectuate the purposes of this
Agreement.
WAIVER AND AMENDMENT
Nothing contained herein shall constitute a waiver of any Events of Default
arising after the Effective Date. No amendment or modification of any provision
of this Agreement shall be effective unless contained in a written agreement
signed by the parties hereto. No waiver of any provision of this Agreement shall
be effective unless it is set forth in a written instrument signed by the party
waiving its rights hereunder. The failure or delay by either party in exercising
any right, power or remedy under this Agreement shall not operate as a waiver of
any such right, power or remedy.
ASSIGNMENT
No party may assign any of its rights or delegate any of its obligations
under this Agreement to any third party without the express written consent of
the other party, and such consent shall not be unreasonably withheld.
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GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
entirely within the State.
SEVERABILITY
If any provision or provisions of this Agreement shall be held to be
illegal, invalid or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.
NOTICES
Any notice or payment required or permitted to be made by or given by any
party hereto shall be sufficiently made or given on the date sent by such party
to the other parties by mail, facsimile, commercial overnight courier, personal
delivery, or a similar reliable delivery method, addressed as set forth below or
to such other address as any other party shall designate by written notice given
to the party giving the notice or making the payment in accordance with this
Agreement.
In the case of the Company:
American Interactive Media, Inc.
000 Xxxxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx Xxxxx, Secretary
Telecopy Number: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Telecopy Number: (000) 000-0000
In the case of Holder:
Xxxxxxxxx Digital, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Telecopy Number: (000) 000-0000
with a copy to:
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Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telecopy Number: (000) 000-0000
Any notice given by the Company to Holder hereunder or under any of the
agreements referred to herein shall also be given to Pioneer at:
Pioneer Ventures Associates Limited Partnership
000 Xxx Xxxx Xxxx
X.X. Xxx 00
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Managing Director
with a copy to:
Xxxxxx Gottbetter & Xxxxxxxx
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Telecopy Number: (000) 000-0000
HEADINGS
The headings used in this Agreement are inserted for convenience of
reference only and shall not be a part of, or affect the meaning or
interpretation of, this Agreement.
ENTIRE AGREEMENT
This Agreement contains the entire and exclusive agreement between the
parties relating to the subject matter hereof and shall not be modified except
in writing, signed by the parties hereto. This Agreement supersedes all prior
agreements, oral or written, and all other communications between the parties
relating to the subject matter of this Agreement.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be an original with respect to the party executing the counterpart and all
of which together shall constitute one and the same agreement.
THIRD PARTY BENEFICIARY
Pioneer may rely upon (a) the consent and waiver provisions herein, (b) the
notice provision contained in Section 10 hereof, (c) the provisions of Section
1(d)(iii) hereof and (d) the provisions of Section 1(e)(vi) hereof.
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IN WITNESS WHEREOF, the Company and Holder have caused this Agreement to be
executed and delivered as of the date first set forth above by their duly
authorized representatives.
AMERICAN INTERACTIVE MEDIA, INC.
By: /s/ Xxxx Xxxxx
---------------------------------------
Name:
Title:
XXXXXXXXX DIGITAL INC.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Executive V.P., General Counsel
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