Exhibit 10.48
eUNIVERSE, INC.
0000 XXXXXXXX XXXXXXXXX, XXXXX 0000
XXX XXXXXXX, XXXXXXXXXX 00000
October 30, 2000
Take-Two Interactive Software, Inc.
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxx X. Xxxxx
Chief Executive Officer
Xx. Xxxxxxx Xxxxxxx
c/o CLBL, Inc.
000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Dear Gentleman:
This letter agreement (the "Agreement") confirms the agreement and understanding
of eUniverse, Inc. ("eUniverse"), Take-Two Interactive Software, Inc. ("T2"),
and Xxxxxxx Xxxxxxx ("Xxxxxxx") with respect to the purchase by T2 from Xxxxxxx
of 1,333,333 of his shares of eUniverse common stock, par value $.001 (the
"Shares"), that are subject to an option held by eUniverse. The principal terms
of the purchase of the Shares by T2 (collectively, the "Transactions") are as
follows:
1. Release of Shares Under Option. eUniverse hereby releases 1,333,333 of
Xxxxxxx'x shares of eUniverse common stock that are subject to an option in
favor of eUniverse under that certain Stock Option Agreement dated as of the
26th day of January, 2000 (the "Stock Option Agreement") as amended by the
First, Second, Third, Fourth and Fifth Amendments to Stock Option Agreement
dated March 31, 2000, May 31, 2000, June 16, 2000, July 31, 2000 and October 10,
2000, respectively.
2. Purchase of Shares. Upon full execution of this Agreement, T2 shall purchase
the Shares for $2,000,000.00 in cash at a per share price of $1.50 (the
"Purchase Price").
3. Sale of Shares. In reliance on the representations and warranties and other
agreements of the parties and upon the terms and subject to the conditions set
forth herein, Xxxxxxx will sell, convey, assign, transfer and deliver to T2 the
Shares at the Closing (as defined below). At the closing, Xxxxxxx shall deliver
to T2 a properly endorsed stock certificate representing all of the Shares
together with a letter from Xxxxxxx instructing eUniverse's transfer agent to
transfer the Shares to T2.
4. Distribution of Purchase Price. Under the Stock Option Agreement, the
proceeds received by Xxxxxxx from the sale of the Shares to T2 shall be
distributed by wire fund transfer, pursuant to joint written instructions from
Xxxxxxx and eUniverse to T2 that will be provided prior to the Closing of the
Transaction, as follows: forty percent (40%) of the Purchase Price to Xxxxxxx;
and sixty percent (60%) of the Purchase Price to eUniverse.
5. Representations by the Parties. Each of the parties hereto hereby represents
and warrants to the other parties that (i) the execution and delivery of this
Agreement by such party has been duly authorized, as necessary, and this
Agreement is a valid and binding obligation of such party enforceable in
accordance with its terms; (ii) this Agreement does not violate or conflict with
any other agreement to which such party is a party or require the consent of any
third-party; and (iii) it has done nothing to incur any obligation or liability
for a finder's fee, commission, brokerage fee or like payment in connection with
the transactions contemplated hereby.
6. Representations by Xxxxxxx. Xxxxxxx hereby represents and warrants to T2 that
(i) Xxxxxxx has good and marketable title to the Shares, free and clear of any
and all liens, adverse claims, security interests, pledges, mortgages, charges
and encumbrances of any nature whatsoever ("Liens"), (ii) Xxxxxxx is an
individual having all necessary capacity, power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby,
(iii) the Shares, when paid for as contemplated herein, will be validly issued,
fully-paid and non-assessable, and (iv) at the Closing (as defined below), T2
shall acquire good title to the Shares free and clear of any and all Liens.
October 30, 2000
Page 2
7. Mutual Indemnification. Each of the parties hereto hereby indemnifies and
agrees to hold harmless the other parties hereto and its respective affiliates
from and against any and all losses, obligations, liabilities, claims, damages,
costs and expenses (including reasonable attorneys' fees) which any of them may
sustain, suffer and incur and which arise or are out of, are caused by, relate
to, or result or occur from or in connection with any breach of any of the
representations, warranties or covenants made by such party. The foregoing
indemnity shall apply to claims by third parties and direct claims by any party
hereto. The representations, warranties and covenants set forth above shall
survive the closing of the Transaction.
8. Publicity. Prior to the Closing, the parties shall cooperate with each other
in connection with the issuance of any press release or otherwise making any
public statement with respect to the contents of this document or the
transactions contemplated hereby, and none of the parties hereto shall issue any
such press release or make any such public statement prior to such consultation,
except as may be required by law or applicable stock exchange or NASDAQ
regulations.
9. General Provisions.
The Closing of the Transaction (the "Closing") will be held at the
offices of Xxxxxx, Xxxxx & Xxxxxxx, LLP at 5:00 p.m. on November 6, 2000;
provided, that in the event that the Closing shall fail to be consummated by
5:00 p.m. on November 6, 2000, this Agreement shall terminate and have no
further force or effect.
Each of the parties hereto shall bear its own expenses in connection
with the Transactions.
This Agreement is binding upon the parties and their successor and
assigns.
Any provision of this Agreement held or determined by a court (or other
legal authority) of competent jurisdiction to be illegal, invalid, or
unenforceable in any jurisdiction shall be deemed separate, distinct and
independent, and shall be ineffective to the extent of such holding or
determination without (i) invalidating the remaining provisions of this
Agreement in that jurisdiction or (ii) affecting the legality, validity or
enforceability of such provision in any other jurisdiction.
Notices to be given hereunder by any party to the other parties must be
delivered to the addresses set forth at the outset of this Agreement, or to new
or additional addresses as may be designated in writing by any party.
This Agreement is to be governed by and construed in accordance with
the laws of the State of Connecticut.
This Agreement constitutes the entire agreement and understanding of the parties
with respect to the subject matter hereof, and is intended as the parties' final
expression and complete and exclusive statement of the terms thereof,
superseding all prior or contemporaneous agreements, representations, promises
and understandings, whether written or oral. This Agreement may be amended or
modified only by an instrument in writing signed by all of the parties hereto.
October 30, 2000
Page 3
Please acknowledge receipt of and agreement to the foregoing by signing
the enclosed copy of this letter where indicated below and returning it to the
undersigned by facsimile and regular mail.
Very truly yours,
eUNIVERSE, INC.
By: /s/ Xxxx Xxxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxxx
Its: Chairman
AGREED AND ACCEPTED:
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Xxxx X. Xxxxx, Chief Executive Officer
/s/ Xxxxxxx Xxxxxxx
---------------------------------
Xxxxxxx Xxxxxxx
