AGREEMENT (the "Agreement") dated April 26, 2005, between MPLC, Inc., a
Delaware corporation, as debtor and debtor-in-possession (the "Company"), Xxxxx
Xxxxx ("Xxxxx") and First Americas Partners, LLC (the "Purchaser").
Reference is made to the Purchase Agreement, dated as of January 24, 2005,
between the Company and the Purchaser, as amended by the Agreements between the
Company and the Purchaser dated March 30, 2005, April 7, 2005 and April 12, 2005
(the "Purchase Agreement"). Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Purchase Agreement.
This letter will confirm the understanding of the Company, Xxxxx and the
Purchaser with respect to the Company's bank account (Acct. No. 001-0000000)
with Peoples Bank in Bridgeport, CT (the "Account").
The parties hereby agree as follows:
1. The Account shall remain open subsequent to the Closing. The parties
intend that the funds in the Account will be used to conclude the
bankruptcy business of the Company, including such activities as
collecting outstanding amounts receivable, clearing checks already
written and issuing checks for remaining expenses and items in
accordance with the Plan and the Purchase Agreement. In addition,
the funds in the Account shall be used to pay obligations for which
the Company is required to reserve pursuant to the Purchase
Agreement, including without limitation amounts due for taxes for
all periods prior to the Closing Date.
2. Xxxxx shall remain the sole authorized xxxxxx of the Account and
shall conduct the bankruptcy business of the Seller from the
Account. Notwithstanding the foregoing, Xxxxx shall not undertake
any action with respect to the Account that does not comply with the
Plan and the Purchase Agreement.
3. Xxxxx shall use his best efforts to conclude the bankruptcy business
of the Seller within 90 days after the Closing.
4. At such time as the bankruptcy business of the Company is concluded,
Xxxxx shall cause all funds remaining in the Account to be
transferred to the escrow account established for the benefit of the
Company's shareholders prior to the Closing. After the foregoing
transfer, Xxxxx shall cause the Account to be closed.
5. The Purchaser agrees that it has no claim to the funds in the
Account, other than the right to benefit from the payment by the
Company out of the Account of all amounts for which the Company is
required to establish reserves pursuant to the Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
MPLC, Inc., Debtor and Debtor in
Possession
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: President
First Americas Partners, LLC
By: /s/ Xxxxx Xxxx
----------------------------
Name: Xxxxx Xxxx
Title: Sole Member
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
