ZENASCENT, INC.
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April 24, 2002
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Dear ▇▇▇▇:
This Letter will confirm our agreement and understanding concerning the
option grant issued to you in consideration of your efforts in connection with
the structuring and negotiation of the transactions contemplated by the Amended
and Restated Agreement and Plan of Merger, dated as of February 21, 2002, by and
among Zenascent, Inc., a Delaware corporation ("Zenascent"), Zenascent Newco
Inc., a Delaware corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Boxing, Inc., a Delaware
corporation ("Boxing"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Promotions, Ltd., a New York corporation,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Merger Agreement"). Capitalized terms
used herein without definition shall have the respective meanings set forth in
the Merger Agreement.
1. Severance Option. Zenascent has granted and delivered to you an
option (the "Severance Option") to purchase from Zenascent forty-nine thousand
(49,000) shares of Zenascent's common stock, $0.01 par value per share. The
Severance Option was issued pursuant to the terms of that certain nonqualified
stock option grant certificate, dated as of February 21, 2002 (the "Grant
Certificate"), which Grant Certificate includes the following terms and
provisions: (a) all of the shares underlying the Severance Option shall vest on
February 21, 2003, (b) the exercise price for the shares underlying the
Severance Option shall be $1.43, and (c) the shares underlying the Severance
Option shall be unregistered with piggyback registration and shall contain a
cashless exercise provision. You hereby acknowledge your prior receipt of the
Grant Certificate and the associated Severance Option.
2. Resignation. I hereby resign as a director of, and from any and all
offices/positions which I hold in Zenascent, subject to and effective upon the
merger of Newco with and into Boxing.
3. 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.
4. 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.
5. 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.
6. 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 United States District Court for the
Southern District of New York or, if jurisdiction in such court is lacking, 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.
7. 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:
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Name:
Title:
Agreed to and accepted as of the date first written above.
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