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
