Exhibit 2
ZENASCENT, INC.
00 XXXX 00XX XXXXXX, XXXXX 000
XXX XXXX, XXX XXXX 00000
April 25, 2002
Xxxxx XxXxxxxxx
Xxx Xxxxxxx Xxxxxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
Dear Xxxxx:
This Letter will confirm our agreement and understanding concerning
certain transactions contemplated by the Amended and Restated Agreement and Plan
of Merger, dated as of February 21, 2002 (as the same may be amended from time
to time, the "Merger Agreement"), by and among Zenascent, Inc., a Delaware
corporation ("Zenascent"), Zenascent Newco Inc., a Delaware corporation, Xxxxxx
Xxxxxxx Boxing, Inc., a Delaware corporation ("Boxing"), Xxxxxx Xxxxxxx
Promotions, Ltd., a New York corporation, Xxxxxx Xxxxxxx and Xxxxx XxXxxxxxx
("You"). Capitalized terms used herein without definition shall have the
respective meanings set forth in the Merger Agreement.
1. Background. Pursuant to Section 1.3 of the Merger Agreement, in
connection with the consummation of the Merger, You, as a shareholder of Boxing,
are to be issued 59,962.71 shares of Series B Stock and 5,584.42 shares of
Series C Stock, convertible, as of the date of issuance into an aggregate of
6,554,713 shares of Acquiror Common Stock (the "Consideration"). As You are
aware, Zenascent does not, as of the date hereof, have authorized and available
for issuance a sufficient number of shares of Acquiror Common Stock to both
effect the conversion of the Consideration into Acquiror Common Stock and to
cover its other outstanding obligations to issue Acquiror Common Stock upon the
exercise or conversion, as applicable, of other outstanding securities
convertible into, and options and warrants exercisable for, Acquiror Common
Stock (collectively. the "Other Rights"). In recognition of this fact, Section
5.13 of the Merger Agreement provides that Zenascent shall use its best efforts
to secure approval by its stockholders, as promptly as is practicable following
the Effective Date, of an amendment to its Certificate of Incorporation (the
"Amendment") that, inter alia, effectuates an increase in the number of shares
of Acquiror Common Stock authorized thereunder so as to have authorized and
available for issuance a sufficient number of shares of Acquiror Common Stock to
fully cover the conversion or exercise, as applicable, of the Consideration and
all Other Rights outstanding as of the Effective Date.
2. Restriction on Conversion. In order to facilitate the consummation of
the Merger, including, without limitation, the transactions contemplated by
Sections 1.3 and 5.13 thereof, as well as the making of all necessary filings,
and the obtaining of all necessary governmental approvals, in connection
therewith, You hereby agree that neither You nor any of Your Affiliates shall
seek, whether directly or indirectly, to convert any of the Consideration into
Acquiror Common Stock until such time as the Amendment has become effective
following its due approval by the stockholders of Zenascent.
3. Transfer of Consideration. The Consideration may not be assigned or
transferred except to a person who executes a written agreement with Zenascent
containing restrictions in form and substance identical to those of Paragraph 2
hereof. Any such assignment or transfer in violation of this Paragraph 3 shall
be null and void.
4. Entire Agreement; Modification. This Letter, together with the Merger
Agreement, contains the entire agreement, and supersedes all prior agreements
and understandings, oral or written, between the parties hereto with respect to
the subject matter hereof. This Letter may not be changed, modified, extended or
terminated except upon written amendment duly approved in writing by each of the
parties hereto.
5. Severability. If any term, provision, covenant or restriction of this
Letter is held by a court of competent jurisdiction or other authority to be
invalid, void, unenforceable or against its regulatory policy, the remainder of
this Letter shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
6. Binding Effect; Assignment. This Letter shall inure to the benefit of,
and shall be binding upon, the parties hereto and their respective successors,
permitted assigns, heirs and legal representatives. The rights and obligations
of a party hereunder may not be transferred or assigned without the prior
written approval of the other party hereto.
7. Choice of Law; Jurisdiction. All questions pertaining to the validity,
construction, execution and performance of this Letter shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the conflicts of laws provisions thereof. The parties hereby submit to the
exclusive jurisdiction of the courts of the State of New York sitting in New
York County (as well as all appropriate appellate courts) in connection with the
adjudication of any controversy or claim arising from, out of or relating to,
this Letter or the breach hereof.
8. Counterparts. This Letter may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
[Signatures follow on next page]
If this Letter correctly sets forth our understanding with respect to the
subject matter addressed herein, please execute this Letter in the space
provided below, whereupon it shall become a binding agreement between us.
Very truly yours,
ZENASCENT, INC.
By:
/s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxx Xxxxx
Secretary
Agreed to and accepted as of the
date first written above:
/s/ XXXXX XXXXXXXXX
--------------------------------
XXXXX XXXXXXXXX
