SUPPLEMENTAL SETTLEMENT AGREEMENT
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This Supplemental Settlement Agreement is entered into on this 15th day of
November, 2006, by and between (a) Ckrush, Inc. (f/k/a Xxxxxx Xxxxxxx
Promotions, Inc.) ("Ckrush"); (b) Big Content, Inc. ("Big Content"); (c) Xxxxxx
Xxxxxxx, an individual ("Xxxxxx"); and (d) Gotham Boxing, Inc. ("Gotham"). This
Settlement Agreement is intended to modify and amend (i) the Settlement
Agreement of March 31, 2006 by and between Ckrush, Big Content and Xxxxxx (the
"Settlement Agreement"); and (ii) the Consulting Agreement of March 31, 2006 by
and between Ckrush and Gotham (the "Consulting Agreement"). This Supplemental
Settlement Agreement is intended to additionally resolve certain disputes that
have arisen between the parties since the execution of the Settlement Agreement
and Consulting Agreement. Each of the parties stipulate as to the adequacy and
sufficiency of the consideration given in connection with their mutual
covenants contained herein.
1. Paragraph 3 of the Settlement Agreement is hereby amended and superceded
as follows:
A. Xxxxxx hereby releases Ckrush of any obligation to pay the Xxxxxxx Debt
and hereby agrees to extinguish such debt.
2. Xxxxxx and Gotham further agree to release Ckrush from any and all
debts, obligations or liabilities which may be owing to them by Ckrush arising
through the date of this Supplemental Settlement Agreement.
3. Xxxxxx and Gotham hereby agree to accept responsibility to pay any and
all debts or obligations owing to Xxxxx Xxx, Ltd. by Ckrush or any of its
predecessors, subsidiaries and affiliates (including but not limited to Xxxxxx
Xxxxxxx Promotions, Ltd.) (the "Potential Tua Liability"). Xxxxxx and Gotham
agree to save, defend, indemnify and hold harmless Ckrush from any claim or
liability relating to or arising under the Potential Tua Liability.
4. Paragraph 4(d) of the Settlement Agreement is supplemented as follows:
Ckrush will settle or defend against the current claims by the Tua
Investors Xxxxx and Hyde (in the amount of up to $100,000 for Xxxxx and up to
$100,000 for Hyde, plus interest, if any, that may have accrued). In this
regard, Ckrush will defend any claim against the Collateral (art work of Xxxxxx)
which is posted in connection with such debt obligation. Pursuant to discussions
with the Tua Investors, Ckrush, upon consummation of this Supplemental
Settlement Agreement, expects to resolve these claims.
5. The Consulting Agreement is amended and supplemented as follows:
A. Gotham shall hereinafter expand its role as consultant with regard to
Tua and will coordinate the day to day promotion of Xxxxx Xxx under the
direction of Ckrush. In undertaking such responsibility, Gotham shall ensure
that all provisions of the Sports Tech Agreement shall be complied with. In no
fashion shall this be deemed an assignment of the Sports Tech Agreement.
B. In connection with providing such services, Gotham shall receive an
assignment of the proceeds otherwise payable to Ckrush (which is 25% of the net
Proceeds) generated from Tua. (Prior to this Agreement, Gotham already had the
right to 25% of the net Proceeds; with certain investors having the right to the
other 50% of the net Proceeds (Xxxxx and Xxxx having the right to 25% and the
Xxxxxx Group has the other 25%.)) (These interests in the Proceeds shall be
called hereinafter the "Right to Boxer Proceeds".)
C. Also in connection with this arrangement, Gotham hereinafter assumes the
liability for all expenses incurred in
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connection with the promotion of Tua and shall arrange that all bills for future
expenses relating to promoting Tua shall be made to payable from the account of
Gotham (and not Ckrush).
D. In connection with the scheduling of any Tua fight, prior to entering
into any binding agreement for such fight, Gotham shall first (a) either pay to
____________________ as Escrow Agent (the "Escrow Agent") to be placed into an
escrow account (the "Escrow Account") an amount of money sufficient to cover the
prize purse and other money to be paid to Tua (collectively the "Prize Purse")
in connection with such fight; or alternatively (b) demonstrate to Ckrush's
satisfaction, 10 business days prior to any fight, that contracts (ie.
broadcasting, casino site fee, etc) have been signed which will pay definite and
guaranteed funds adequate to cover the Prize Purse and include in such contracts
provisions directing that all proceeds to be paid pursuant to the contract shall
be paid to the Escrow Agent. The funds in the Escrow Account shall be
exclusively used to ensure that the Prize Purse is paid to Tua and no funds
shall be released from the Escrow Account (except in payment to Tua of the Prize
Purse) unless and until the Prize Purse for such fight has been paid in full and
such payment is substantiated to Ckrush's satisfaction. Thereafter, any
remaining funds in the Escrow Account may be used to pay other bills incurred in
connection with the fight with any remainder thereafter to be distributed as
Proceeds payable to those entitled to a share of the net Proceeds from the
fight. This provision is included to ensure that all Prize Purses are fully paid
before any other bills.
E. In the event that Gotham fails to comply with the provisions of this
Agreement, including specifically those set forth in Paragraph 5(D) in an manner
approved by Ckrush, Gotham shall be prohibited from scheduling any Tua event.
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F. In the event that Gotham can obtain Tua's consent to an assignment of
the obligations under the Sports Tech Agreement to Gotham (in a manner which
obtains a complete release to any party to perform under the Sports Tech
Agreement other than Gotham and Tua--including completely releasing Ckrush and
its affiliates), then after a final accounting between the parties hereto,
Ckrush shall release Gotham from its obligations to Ckrush under paragraphs 5 A,
B, D, E, K and M of this Supplemental Settlement Agreement.
G. Gotham and Xxxxxx agree to further indemnify Ckrush against any
liability arising from any unpaid Prize Purse to Tua or any expenses incurred in
connection with any Tua fight or other promotional expense.
H. In connection with this new arrangement, Gotham and Xxxxxx agree to be
jointly responsible for any losses incurred in connection with any Tua fight or
promotional activity.
I. Ckrush shall have the right to audit and inspect Gotham's books and
records and accounting records relating to the Sports Tech Agreement and all Tua
promotional activities as shall be requested or needed by Ckrush.
J. In the event that: (i) Ckrush shall be required to pay any expenses
relating to Tua, including any promotional expense or Prize Purse; (b) Ckrush
shall be required to issue any stock to Tua as may be required under certain
conditions of the Sports Tech Agreement -- then it is agreed that Ckrush shall
receive an assignment from Gotham of 50% of Gotham's then total Right to Boxer
Proceeds (but no less than a 25% Total Right to Boxer Proceeds) effective
retroactive to include the fight from which such expense arises. It is agreed
further that if any promotional expense or Prize Purse remains unpaid by Gotham,
and if any creditor (or Tua) alleges that Ckrush is responsible to pay such
unpaid promotional expense or Prize Purse, Ckrush in its discretion may pay such
unpaid
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expense or purse (after making demand upon Gotham to make payment thereof and
upon Gotham's failure to timely make such payment) and such payment by Ckrush
shall also trigger the assignment of 50% of Gotham's Right to Boxer Proceeds set
forth in this provision.
K. Gotham shall be permitted to sell or assign up to 50% of its Right to
Boxer Proceeds provided however that Gotham maintains no less than 25% of the
total Right to Boxer Proceeds at all times.
L. Upon the consummation of any resolution with Xxxxx and Xxxx of the
claims and disputes referenced in Section 4 of this Agreement, and if such
resolution of claims results in the recovery by Ckrush of an additional portion
of Right to Boxer Proceeds arising from Tua (a 25% Right to Boxer Proceeds was
assigned to Xxxxx and Hyde as collateral as part of their loan to Ckrush), then
such recovered Right to Boxer Proceeds shall be assigned to Gotham (unless
subject to a further assignment as may occur under paragraph 5(J) herein).
Further, to the extent that Ckrush satisfies the obligation of $200,000 owing to
Xxxxx and Xxxx, Gotham shall be substituted in the place and stead of Xxxxx and
Xxxx as investors to be repaid from the proceeds (as referenced in paragraph
1(b) of the Consulting Agreement) and shall be repaid $200,000 pari passu with
the repayment of the Xxxxxx Group.
M. Notwithstanding any other provision of this Supplemental Settlement
Agreement, the Settlement Agreement, or the Consulting Agreement, it is
expressly agreed that for every fight by Xxxxx Xxx for any World Title from the
following sanctioning bodies: WBC, WBA, IBF or WBO, Xxxxxx and Gotham will be
jointly liable to pay to Ckrush $50,000 per such bout. Xxxxxx and Gotham shall
also be jointly liable to pay to Ckrush $100,000 for each and every such title
defense by Tua. In the event that an assignment of Right to Boxer Proceeds to
Ckrush has occurred under paragraph 5(J), such
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payments required to be made under this paragraph, when made, shall be credited
against any Right to Boxer Proceeds which may have been assigned to Ckrush under
paragraph 5(J). Under no circumstance, however, shall required payment to Ckrush
be reduced to an amount less than the required amount because Ckrush's share of
the Right to Boxer Proceeds would amount to a payment of less than this required
payment amount.
6. This Agreement and the provisions therein shall supercede any
conflicting provisions in the agreements which are amended and supplemented
hereby.
7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.
8. Additional Documents. The parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry out
the purpose and intent of this Agreement and to fulfill the obligations of the
parties hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
CKRUSH, INC. BIG CONTENT, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
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GOTHAM BOXING, INC.
By: Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, individually
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