BENACQUISTA GALLERIES, INC. Rancho Santa Fe, California 92067
Exhibit
10.4
BENACQUISTA GALLERIES,
INC.
0000 Xx
Xxxxx Xxxxxxxx,
Xxxxxx
Xxxxx Xx, Xxxxxxxxxx 00000
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April
23, 2008
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Vibe
Records, Inc.
000
Xxxxxxx Xxxxxx, Xxxxx #0
Xxxxxxxxx,
Xxx Xxxx 00000
To Whom
It May Concern:
Reference
is made to the Agreement of Sale (“Agreement”), dated as of January 11,
2008 and the Letter Agreement dated April 4, 2008 (“Letter
Agreement”) by and between Vibe Records, Inc., a Delaware Corporation (“Vibe”), Benacquista
Galleries, Inc., a Nevada corporation (“Benacquista”), Xxxxx
Xxxxx, an Individual (“Mr. Price”) and
Xxxxxxx Xxxxxx, an individual (“Xx. Xxxxxx”, and
together the “Parties”). All
terms defined in the Agreement shall have the same meaning when used in this
letter unless otherwise defined herein.
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1.
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Benacquista
and Mr. Price are willing to extend the termination date under the Letter
Agreement from April 23, 2008 to April 29, 2008, in consideration for the
payment of an additional $25,000 non-refundable deposit toward the
purchase price of $425,000 (“Additional Payment”). This payment
must be received by April 24, 2008 at 5:00 PM
EST.
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2.
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Benacquista
and Mr. Price agree that no later than three business days after receipt
of the Additional Payment and signed and executed copy of this document by
Vibe and Xx. Xxxxxx, they will prepare and file all necessary documents
with the Securities and Exchange Commission to announce the terms of this
Letter. The failure of Benacquista and Mr. Price to file such
documents within the timeframe set forth in this Paragraph will be deemed
a material breach of this Letter, and Benacquista and Mr. Price agree that
they will refund the Additional Payment to Vibe, unless such breach is
waived in writing by Vibe and Xx.
Xxxxxx.
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3.
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IN
ADDITION, BENACQUISTA AGREES THAT IF THE ADDITIONAL PAYMENT IS MADE, IT
WILL RESPOND TO ANY COMMENTS BY THE SEC REGARDING THE PRE 14C FILED ON
APRIL 16, 2008 WITHIN TWO BUSINESS DAYS OF RECEIPT OF THE
SAME. EACH FULL DAY DELAY IN RESPONDING BEYOND TWO BUSINESS
DAYS SHALL EXTEND THE MAY 7, 2008 TERMINATION DATE BY A FULL
DAY. HOWEVER, SUCH AN EXTENSION SHALL NOT OCCUR IF ANY
PRO-FORMA CONSOLIDATED FINANANCIAL INFORMATION OR OTHER INFORMATION
REQUIRED BY THE SEC FROM VIBE IS NOT RECEIVED WITHIN 48 HOURS OF RECEIPT
OF SEC COMMENTS BY VIBE OR ITS COUNSEL. IN THE EVENT
BENACQUISTA RESPONDS TO SUCH SEC COMMENTS IN A TIMELY FASHION, BUT THERE
ARE STILL OUTSTANDING SEC COMMENTS ON MAY 7, 2008, THIS FACT WILL NOT
PROVIDE GROUNDS FOR ANY FURTHER EXTENSION UNDER THIS
AGREEMENT.
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4.
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In
the event that Vibe needs to extend the termination date past April 29,
2008, Mr. Price and Benacquista are willing to grant Vibe a subsequent
extension on the termination date from April 29, 2008 to May 7, 2008,
however, IF THE FULL PAYMENT remaining of $400,000 IS NOT RECEIVED BY
APRIL 29, 2008 AT 5:00 PM EST, THE ADDITIONAL PAYMENT MADE IN PARAGRAPH
ONE WILL NOT BE CREDITED TOWARD THE PURCHASE
PRICE. THIS MEANS THE PURCHASE PRICE WOULD INCREASE TO
$425,000. If the Additional Payment is made and the remaining
balance is paid on time by May 7, 2008 at 5:00 PM EST, Benacquista and Mr.
Price agree that Benacquista will issue shares of common stock to Mr.
Xxxxxx XxXxx valued at $50,000.
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5.
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In
the event that Vibe does not pay the entire remaining balance of the
purchase price by May 7, 2008 at 5:00 PM EST, any amounts paid under this
letter shall be retained my Mr. Price as non-refundable option fees and
Xx. Xxxxxx and Vibe specifically waive and discharge any claim to recover
the same for any reason. All other terms of the Agreement shall
apply. Time is of the essence with each date listed in this letter and
such dates and times will be strictly enforced. VIBE
SPECIFICALLY ACKNOWLEDGES THAT NO MORE EXTENSIONS WILL BE
GIVEN.
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1
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BENACQUISTA
GALLERIES, INC.
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By:
/s/ Xxxxx
Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
President and CEO
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By:
/s/ Xxxxx
Xxxxx
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Xxxxx
Xxxxx
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AGREED AND
ACKNOWLEDGED:
VIBE
RECORDS, INC.
By: /s/ Xxx
Xxxxxx
Name: Xxx
Xxxxxx
Title: CEO
By: /s/ Xxx
Xxxxxx
Xxx
Xxxxxx
2
