81
EXHIBIT 10.44
April 15, 1999
Xxxxxxxx X. Xxxxxxx, Trustee
The Life Foundation Trust
0000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000-0000
Re: Letter of Intent
Subscription for Stock
Dear Xxxxxxxx:
This letter agreement replaces and supersedes our previous letter
and will confirm our agreement and understanding concerning the
following transaction:
1. The Life Foundation Trust ("LFT") will acquire 2,000,000
shares of the common stock of Xxxxxxxxxx.xxx, Inc., a Florida
public company trading under the ticker symbol XXXX
("Hitsgalore"). All shares will be held long-term by LFT and
subject to a Lock-up Agreement between the parties. The
subscription and acquisition price for the 2 million shares of
stock is five dollars per share, for a total of ten million
dollars ($10,000,000.00);
2. LFT reserves in advance Local City Editions for up to 200
major metropolitan areas and other cities (the "Local
Cities"), and the right to use the proprietary software and
the website and the programming and content contained therein,
located at xxx.xxxxxxxxxx.xxx, in support of those Local City
Editions. The Local City Editions will be purchased and
booked over the next 12 months as the Local Cities are
identified and available to be brought on-line. The total
acquisition price of the Local City Editions reserved hereby
is $10,000,000.00. The Local Cities will be maintained by
either Xxxxxxxxxx.xxx or by third parties selected by
Xxxxxxxxxx.xxx. Xxxxxxxxxx.xxx may seek to have local radio
stations or other media maintain the Local City Editions. Any
of the Local City Editions may be repurchased by
Xxxxxxxxxx.xxx at its discretion at any time over the next
three (3) years in exchange for cash or stock of
Xxxxxxxxxx.xxx equal to the purchase price paid by LFT.
00000 0xx Xxxxxx, Xxxxx X, Xxxxxx Xxxxxxxxx, XX 00000
000-000-0000 000-000-0000 (fax)
website: xxxx://xxx.xxxxxxxxxx.xxx
82
Letter of Intent
The Life Foundation Trust
April 15, 1999
Page 2.
The total of $20 million, consisting of the subscription and
acquisition price of $10 million, and the $10 million for the
purchase of Local City Editions to be acquired and booked over
the next 12 months, will be unconditionally and irrevocably paid
in full within one (1) year, the payment of which is secured by
LFT granting a security interest and lien in LFT's undivided
interest in the collection of Aden stamps presently held in
safekeeping with Day & Xxxxx, Xxxxxx & Xxxxx Corp., 0000 Xxxxxx
Xxxxxx xx 00xx Xxxxxx, Xxx Xxxx, XX 00000, (the "Asset").
The Asset is insured as to all risks of physical loss and/or
damage for $20 million through Xxxxxxx Fenchurch Specialties
Group Limited, London, with a certain underwriter at Lloyd's,
London, UK, per Contract No: NA0100098, Certificate No:
NA0112598. The premium for the 12 months ending December 3, 1999
of $70,000 has been paid in full. The Asset has been appraised
for $50 million (catalog value).
To effect the transfer and assignment of the undivided interest
in and to the Asset, the following items shall be delivered by
LFT to Hitsgalore:
1. A Deed of Assignment assigning and transferring absolutely and
irrevocably an undivided right, title and interest in and to
the Asset;
2. Acknowledgement from Day & Xxxxx, Xxxxxx & Xxxxx Corp. noting
the interest of Hitsgalore.
3. An assignment of the Certificate of Insurance from Xxxxxxx
Fenchurch Specialties Group Limited, together with an
amendment to the Schedule of Coverages acknowledging the
interest of Hitsgalore as an Assured.
4. UCC-1's shall be executed and filed in New York as deemed
appropriate by counsel for Hitsgalore.
Upon receipt of the foregoing items Hitsgalore will instruct its
stock transfer agent to deliver to LFT certificates representing
the 2,000,000 shares subscribed and acquired by LFT.
LFT shall have the unlimited right to substitute for the Asset
cash or marketable securities having a value (as determined by
third parties acceptable to Hitsgalore) at least equal to the
value of the Asset. LFT shall also have the limited right to
substitute assets other than cash or marketable securities, if
such substituted asset has an insurable value at least equal to
the Asset, and provided that Hitsgalore shall have the right to
reject the transfer if it believes that such substitution will
negatively impact the market value of its stock.
83
Letter of Intent
The Life Foundation Trust
April 15, 1999
Page 3.
It is understood and agreed that Xxxxxxxxxx will issue a public
statement concerning this Letter of Intent and Subscription for
common stock of Hitsgalore. All such public statements or press
releases shall be submitted in advance to LFT.
If this Letter of Agreement accurately states the agreement of
the parties concerning the subject matter herein, please indicate
your acknowledgement, acceptance and agreement to the terms and
conditions as stated herein by executing this Letter of Intent
below and faxing a copy back to Hitsgalore, with originals to be
exchanged as soon as possible.
Very truly yours,
Xxxxxxxxxx.xxx, Inc.
By: \s\ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx, CEO
The terms and conditions set forth in this Letter of Intent are
hereby acknowledged, accepted and agreed, effective as of April
15, 1999.
The Life Foundation Trust
By: \s\ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx, Trustee
