1
EXHIBIT 2.2
December 11, 1997
Xxxxxx Xxxx Group, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: J. Xxxxxx Xxxxx
Re: Stock Purchase Agreement
Dear Xxxxx:
Each of the parties to the Stock Purchase Agreement (the "Agreement")
entered into by and between Kings Road Entertainment, Inc. (the "Company") and
Xxxxxx Xxxx Group, Inc., dated as of the same date hereof, acknowledges that,
as of the date hereof, the Company does not have authorized a sufficient number
of shares of its common stock, par value $.01 per share (the "Common Stock"),
to consummate the transactions contemplated by the Agreement. To induce Xxxxxx
Xxxx to enter into the Agreement, the Company hereby undertakes to use its best
efforts to obtain the consent of holders of a majority of the outstanding
shares of Common Stock to effect a reverse stock split (the "Split") with
respect to outstanding shares of Common Stock that will result in the Company's
having a sufficient number of shares of Common Stock authorized and, assuming
such consent is obtained, to effect the Split prior to the Closing (as such
term is defined in the Agreement). Accordingly, each of the parties
acknowledges and agrees that following the effective date of the Split, all
references in the Agreement to price per share of common stock and number of
shares of common stock shall be appropriately adjusted to reflect the effect of
the Split.
Please indicate your acceptance and agreement to the foregoing by
signing in the space provided below.
Sincerely,
Kings Road Entertainment, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its: Chief Executive Officer
ACCEPTED AND AGREED TO:
Xxxxxx Xxxx Group, Inc.
By: /s/ J. Xxxxxx Xxxxx
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J. Xxxxxx Xxxxx
Its: President
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Dated: 12/11/97
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