December 11, 2008
Exhibit
99.1
December
11, 2008
ZVUE
Corporation
Attention: Xx.
Xxxxxxx X. Xxxxx, CEO
000
Xxxxxx Xxxxxx, Xxxxx 000
San
Francisco, CA 94105
Dear Xx.
Xxxxx:
In
connection with the convertible debentures issued to YA Global Investments, L.P.
(“YA Global”)
by ZVUE Corporation (“Company”) pursuant to the secured convertible debenture
issued to YA Global date October 31, 2007, this letter shall set forth our
agreement in connection with the December 1, 2008 installment
payment.
The total installment amount due
pursuant to the debenture on December 1, 2008 is $638,889 in principal, plus
accrued and unpaid interest. Pursuant to the terms of the debenture
the Company will not be permitted to issue shares of common stock to satisfy the
full installment amount. As an accommodation to the Company, YA
Global hereby defers to the maturity date the payment of all but $116,437.00 of the principal amount of
such installment amount and defers the payment of the accrued interest to the
next installment date. The $116,437.00 of the installment amount
shall be paid by a company conversion as indicated on the attachment to this
letter. The parties further agree that this installment amount shall
be paid as of December 11, 2008.
The deferrals set forth herein are
being made on a one time basis solely with respect to the December 1, 2008
installment payment and shall not be deemed a waiver or deferral of any other
provisions or any other installment payments.
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Sincerely,
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YA
GLOBAL INVESTMENTS, L.P.
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By: Yorkville
Advisors, LLC
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Its: Investment
Manager
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By: /s/
Xxxx Xxxxxx
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ACKNOWLEDGED
AND AGREED:
ZVUE
CORPORATION
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By:
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/s/ Xxxxxxx X. Xxxxx
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12/17/2008
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Xxxxxxx
X. Xxxxx, CEO
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