EXHIBIT 10.14
PRINCETON VIDEO IMAGE, INC.
00 XXXXXXXX XXXX
XXXXXXXXXXXXX, XXX XXXXXX 00000
Xxxxx 0, 0000
XXX Holding, LLC
c/o Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: General Counsel
Re: Stock and Warrant Purchase Agreement, dated as of February 4, 2001,
by and between Princeton Video Image, Inc. and PVI Holding, LLC, as
amended by letter agreement, dated as of July 23, 2001
(collectively, the "Agreement").
Dear Sir or Madam:
This will confirm the agreement between Princeton Video Image, Inc. and
PVI Holding, LLC regarding the above referenced Agreement.
Section 7 of the Agreement is hereby amended to read in its entirety as
follows:
7. Negative Covenants of the Company. For so long as the
Purchaser, together with its affiliates, continues to hold at
least 75% of the Original Investment, the Company hereby
covenants and agrees not to take any of the following actions
without the prior written consent of the Purchaser:
(a) the consolidation with or merger with or
into, or conveyance, transfer or lease of all or substantially
all of the Company's or any of its Subsidiaries' assets to,
any person;
(b) (intentionally omitted);
(c) (intentionally omitted);
(d) (intentionally omitted);
(e) any transactions with officers or directors
(other than pursuant to existing employment or stock option
agreements otherwise approved by the Company's Board in the
ordinary course of business consistent with the Company's past
practice), any entity, shareholder or affiliate which
beneficially owns 5% or more of the Company's
outstanding shares other than on an arm's-length basis for
fair market value as determined by the Company's Board in good
faith;
(f) entering into any contract, arrangement or
understanding involving the Company or any of its Subsidiaries
with respect to any intellectual property, product or business
of the Company or any of its Subsidiaries, which would have
the effect, by virtue of an exclusivity or non-compete or
similar clause, of preventing the Company or any of its
Subsidiaries from granting the Purchaser or any of its
affiliates (including National Sports Partners or its
affiliate which operates the national "Fox Sports Net") the
benefit of the intellectual property, products or businesses
of the Company or any of its Subsidiaries in the future during
the term of such contract, arrangement or understanding or
preventing the Purchaser or any of its affiliates from acting
as a retailer of any products of the Company or any of its
subsidiaries; provided that (A) the Company does not require
the prior written consent of the Purchaser for any such grant
by the Company of exclusive rights for a period of no more
than 6 months and (B) the Purchaser agrees not to unreasonably
delay any response relating to a request for its prior written
consent made under this subsection;
(g) (intentionally omitted);
(h) (intentionally omitted);
(i) any voluntary bankruptcy, liquidation or
dissolution of the Company or any of its Subsidiaries; and
(j) (intentionally omitted).
The authorized signatures below will confirm the amendment to Section 7
of the Agreement as set forth above. Your attention to this matter is greatly
appreciated.
Sincerely,
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
President and Chief Operating Officer
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ACCEPTED AND AGREED TO:
PVI Holding, LLC:
By: /s/ Xxxx Xxxxxxxxxxx
----------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: EVP Technology
Date: 4/4/03
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