TOTAL LUXURY GROUP, INC.
00000 Xxxxxxxx Xxxx Xxxxx #000
Xxxxx, Xxxxxxx 00000
March 7, 2008
Attention: Xxxxxxx X. Xxxxx
Accelerant Partners LLC
Executive Pavilion
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxx:
Reference is made to: (i) that certain Stock Purchase Agreement (the
"Purchase Agreement") dated as of March 7, 2008, between Total Luxury Group Inc.
("Total Luxury") and Accelerant Partners LLC ("Accelerant"), pursuant to which
Total Luxury agreed to purchase and Accelerant agreed to sell 38,000,000 shares
of common stock of Petals Decorative Accents, Inc. ("Petals"), (ii) that certain
Pledge Agreement (the "Pledge Agreement") dated as of March 7, 2008 entered into
between Total Luxury and Accelerant in connection with the Purchase Agreement,
and (iii) the certain other agreements related to the transactions contemplated
by the Purchase Agreement and the Pledge Agreement (the "Related Agreements").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Purchase Agreement and the Pledge Agreement, as applicable.
As a material inducement to enter into the Purchase Agreement, the Pledge
Agreement and the Related Agreements, we covenant that we will not encumber any
of the assets of Petals, nor will we encumber any of the shares of common stock
of Petals, that we acquired in connection with the transaction contemplated by
the Purchase Agreement and Related Agreements.
This side letter confirms such covenant.
Very truly yours,
TOTAL LUXURY GROUP, INC.
By: ____________________
Name:
Title:
