Exhibit 10.14
ARMADILLO INVESTMENTS, PLC
00 XXXXXXXXXX XXXXXX
XXXXXX
XX0X 0XX
April 20,2004
Xxxx Xxxxx Productions Holding, Inc.
0000 Xxxxxx Xxxx.
Xxxx Xxxxxxxxx, XX 00000
Jubilee Investments Trust, Plc
00 Xxxxxxxxx Xxxxxx
Xxxxxx XxX 0XX
Maximum Media Ventures, LLC
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Maximum Ventures, Inc.
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
RE: INVESTMENT IN XXXX XXXXX PRODUCTIONS HOLDING, INC.
Gentlemen:
Reference is made to that certain Convertible Preferred Stock Purchase
Agreement (the "Purchase Agreement"), dated as of March 26, 2004, between Xxxx
Xxxxx Productions Holding, Inc. ("JKXJ") and Armadillo Investments, PLC
("Armadillo") and to that certain Side Letter (the "Side Letter"), dated March
5, 2004, among JKXJ, Jubilee Investments Trust and Armadillo. This letter will
confirm our mutual understanding regarding the investment to be made in JKXJ by
Armadillo. Capitalized terms used and not otherwise defined in this Letter shall
have the meanings ascribed to such terms in the Purchase Agreement.
Christows Ltd. ("Christows"), on behalf of Armadillo, will only place
eighty percent (80%) of the Armadillo Shares (the "Initial Shares") related to
Armadillo's funding of the Series B Preferred Stock Offering pursuant to the
Purchase Agreement. Christows, on behalf of Armadillo, shall have until July
26,2004 to place the remaining twenty percent (20%) of the Armadillo Shares (the
"Stub Shares"). If the Stub Shares are not placed by July 26,2004, (i) the
800,000 shares of JKXJ Common Stock referenced in the Side Letter will be
returned as soon as practicable to JKXJ for deposit into JKXJ's
treasury account and (ii) the Stub Shares will be distributed as soon as
practicable to JKXJ, Maximum Ventures, Inc. ("MVI") and Maximum Media Ventures,
LLC ("MMV"), on a pari passu basis, to be sold at their discretion (JKXJ will
receive 70% of the Stub Shares, MMV will receive 20% of the Stub Shares, subject
to Section 2 of the Master Agreement between JKXJ and MMV, and MVI will receive
10% of the Stub Shares). MMV shall, upon distribution of the Stub Shares,
execute a note in the principal amount equal to $120,000, the agreed upon value
of the Stub Shares.
Section 5.1 of the Purchase Agreement contemplates that JKXJ shall pay a
total of $5,000 to Gottbetter & Partners, LLP ("G&P") for legal fees associated
with the transactions contemplated by the Purchase Agreement and $5,000 to G&P
for escrow services. For clarity, there will be no other fees due to G&P for
legal fees related to the subsequent issuance of the Stub Shares.
Please confirm that our understanding is correct by signing below.
Very Truly Yours,
DUNGARVON ASSOCIATES, INC.
On behalf of ARMADILLO INVESTMENTS, PLC
By: /s/ Xxxxxx Xxxxxx
-----------------
Name: Xxxxxx Xxxxxx
Title: Director
Accepted and Agreed
XXXX XXXXX PRODUCTIONS HOLDING, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer and Chief Operating Officer
DUNGARVON ASSOCIATES, INC.
On behalf of JUBILEE INVESTMENT TRUST, PLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
MAXIMUM VENTURES, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx "Avi" Xxxxxx
Title: President
MAXIMUM MEDIA VENTURES, INC.
BY MAXIMUM VENTURES, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx "Avi" Xxxxxx
Title: President
