April 22, 2003Agreement Regarding Certain Matters • May 5th, 2003 • Hancock Park Capital Ii Lp • Retail-catalog & mail-order houses
In consideration of the purchase by Hancock Park Capital II, L.P. (“Hancock”) of 5,000 shares of FAO, Inc. Class I Convertible Preferred Stock (the “Shares”), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, this letter constitutes the following agreement:
April 22, 2003Board Representation Agreement • May 5th, 2003 • Hancock Park Capital Ii Lp • Retail-catalog & mail-order houses
This letter agreement constitutes the agreement of FAO, Inc. (“FAO”) that, so long as Hancock Park Capital II LP (“Hancock”) and its affiliates own not less than 3,000 Shares or the shares of FAO Common Stock into which such Shares have been converted, Hancock shall have the right to designate one person for election to FAO’s Board of Directors (the “Designee”). FAO agrees that it shall (A) nominate the Designee for election to FAO’s Board of Directors, and take all related actions as may reasonably be necessary to cause such nomination, on the same basis as FAO nominates all other directors for election and (B) use its best efforts to cause FAO shareholders to elect the Designee to FAO’s Board of Directors. It shall constitute best efforts if FAO (1) includes the Designee in its annual proxy statement and proxy card for the election of directors; provided that Hancock has delivered the information necessary for such inclusion as required under the Securities Exchange Act of 1934, as a
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)Joint Filing Agreement • May 5th, 2003 • Hancock Park Capital Ii Lp • Retail-catalog & mail-order houses
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the “Act”) by and between the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filigns. The Joint Filers state that they each satisfy the requirements for making a joint filig under Rule 13d-1.
