Exhibit 10.5
August 20, 2004
Board of Directors of
China Cable and Communication, Inc.
Xx. 00 Xxx Xxx Xxx Xxx Xxxxxx, Xxxxx Xxxx
Xxxxxxx Xxxxxxxx
Xxxxxxx 000000
The People's Republic of China
Re: Agreement regarding Gryphon litigation
Dear Sirs:
This letter agreement will confirm our understanding regarding China Cable
and Communication, Inc.'s (the "Company's) litigation with Gryphon Master Fund,
L.P. ("Gryphon"). Xxxxxxx has initiated a lawsuit against the Company in
connection with Xxxxxxx's investment in the Company's 8% Redeemable Convertible
Preferred Stock (the "Preferred Stock"), alleging that the Company's mandatory
redemption obligation has been triggered and that the Company has breached its
contract with Gryphon by failing to redeem the Preferred Stock.
Given the Company's relatively limited liquid resources, and given that I
have an interest in protecting the Company's ability to conduct its business by
virtue of my position as a director, officer, and largest beneficial owner of
the Company's capital stock, I, in my individual capacity, agree to pay for and
guarantee any obligation of the Company that may result from its litigation with
Gryphon, including but not limited to, obligations arising out of a settlement
or a judgment.
Should I be obligated to make any payments to Gryphon or others pursuant to
this letter agreement, I will receive shares of the Company's common stock, at a
price per share that is reasonable and mutually acceptable to the parties.
Please sign the letter below where indicated and return to me to evidence
your acceptance of the terms of this letter agreement.
Very Truly Yours,
/s/ Xxxx-Xxx Xx
-----------------------------------
Xxxx-Xxx Xx
Xxxxxx and accepted on the 20th day of August, 2004.
CHINA CABLE AND COMMUNICATION, INC.
By: /s/ Yau-Sing Tang
Name: Xxx-Sing Xxxx
Title: President and CFO
