December 31, 2009 Catalyst Investments, L.L.C. Burbank, California 91521 Re: Purchase of Commons Stock of POW! Entertainment, Inc. (the “Company") Ladies and Gentlemen:
December
31, 2009
Catalyst
Investments, L.L.C.
000 Xxxxx
Xxxxx Xxxxx Xxxxxx
Burbank,
California 91521
Re: Purchase of Commons Stock of
POW! Entertainment, Inc. (the “Company")
Ladies
and Gentlemen:
Reference
is made to the purchase by Catalyst Investments, L.L.C. (“Catalyst”) of
13,172,153 shares of the Company’s common stock, $.001 par value per share (the
“Common Stock”). In consideration for such purchase, the Company
hereby agrees as follows:
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1.
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If
the Company determines that it is required by law, regulation or legal
process to refer to The Xxxx Disney Company or its affiliates, or to their
investment in the Company, in any regulatory filing, press release or
other public dissemination of information, the Company shall provide
Catalyst a timely and reasonable opportunity to review such statements or
references in advance of their filing or
dissemination.
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2.
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The
Company shall provide to Catalyst quarterly financial statements (with
reasonable detail and no less than as provided to any other shareholder)
within 45 days after the end of the subject
quarter.
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3.
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If
the Company or its successor grants or agrees to grant to another party
any rights to register any shares of Common Stock under the Securities Act
of 1933, as amended, the Company shall concurrently grant to Catalyst
rights to register its Common Stock on terms and conditions no less
favorable than as granted to such
party.
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Catalyst
Investments, L.L.C.
Page 2 of
2
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4.
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The
Company shall promptly notify Catalyst if it becomes aware of any
agreement with respect to the voting of equity securities of the
Company.
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Very
truly yours,
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By
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Xxxx
Xxxxxxxx
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Title:
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President
& COO
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Accepted
by and Acknowledged as of
December
31, 2009
Catalyst
Investments, L.L.C.
By: The
Xxxx Disney Company, as sole member
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By:
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Name:
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Xxxxxxx
X. XxXxxxxx
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Title
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Managing
Vice President, Counsel
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