EXHIBIT 99.22.1
CONTINGENT DISSOLUTION AGREEMENT
This Contingent Dissolution Agreement (this "Agreement") is made as of
December 10, 1997 by and between CEA Investors Partnership II, Ltd., a Florida
limited partnership ("CEA II, Ltd.") and StarNet Interactive Entertainment,
Inc., a Delaware corporation ("StarNet").
BACKGROUND
1. CEA II, Ltd. and StarNet entered into a partnership agreement dated as
of August 24, 1993 to form a Delaware general partnership (the "Partnership").
2. The Partnership was formed to jointly hold an equity interest in The Box
Worldwide, Inc., a Florida corporation (the "Box") (f/k/a Video Jukebox Network,
Inc.) for the purpose of obtaining control of the Box in order to maximize
shareholder values.
3. The Box has entered into a merger agreement with TCI Music, Inc. ("TCI")
whereby the Box will merge into TCI following shareholder approval and the
satisfaction of all conditions precedent (the "Merger").
4. If the Merger is consummated, the purpose of the Partnership will have
been satisfied and the Partnership should dissolve and distribute all of its
assets to the partners.
TERMS
AND NOW, intending to be legally bound, CEA II, Ltd. and StarNet hereby
agree as follows:
1. DISSOLUTION AND DISTRIBUTION. Upon the consummation of the Merger, the
Partnership shall irrevocably dissolve and distribute to its partners all of the
remaining assets of the Partnership without any further action on the part of
any partner.
2. TIMING OF DISSOLUTION. The Partnership shall be deemed to have dissolved
immediately prior to the consummation of the Merger, and any shares of the Box
held by the Partnership shall be deemed to have been distributed to the partners
in proportion to their percentage ownership of the Partnership immediately prior
to the consummation of the Merger, so that each of the partners (and not the
Partnership) shall exchange in the Merger shares of stock of the Box held
directly by each of them.
3. NO DISSOLUTION WITHOUT CONSUMMATION OF MERGER. Notwithstanding the
foregoing, the Partnership shall not dissolve or distribute its assets to the
partners unless the Merger is consummated by the parties thereto. IN WITNESS
WHEREOF, CEA II, Ltd. and StarNet, intending to be legally bound hereby, have
caused their duly authorized officers to execute this Agreement as of the date
first written above.
CEA Investors Partnership II, Ltd.
By: CEA Investors, Inc., its General Partner
By: /S/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Vice President
StarNet Interactive Entertainment, Inc.
By: /S/ X.X. XXXXXXX
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Name: X.X. Xxxxxxx
Title: President
