June 21, 2005
June
21,
2005
Xxxxxxxx
Curhan Ford & Co.
000
Xxxxxxxxxx Xxxxxx, Xxxxx 0xx
Xxxxx
Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Dear
Sirs:
The
undersigned is a holder of shares of common stock, and/or options, warrants,
or
other rights to acquire common stock, of National Lampoon, Inc., a Delaware
corporation (the “Company”). The undersigned understands that Xxxxxxxx Curhan
Ford & Co. (the “Underwriter”) proposes to enter into an Underwriting
Agreement (the “Underwriting Agreement”) providing for the public offering (the
“Public Offering”) of the Company’s common stock (the “Offered Common Stock”) by
the Underwriter and any other underwriters that may participate in the Public
Offering pursuant to a registration statement to be filed with the Securities
and Exchange Commission (the “SEC”) (such registration statement, as may be
amended, is referred to herein as the “Registration Statement”). To induce the
Underwriter and any other underwriters that may participate in the Public
Offering to continue their efforts in connection with the Public Offering,
the
undersigned hereby agrees as follows:
(i) Except
as
set forth in subsections (v) and (vi) below, during the period commencing
on the
date hereof and ending on the date which is six (6) months from the date
the
Registration Statement is first declared effective (such period herein referred
to as the “Lock-Up Period”), the undersigned will not, directly or indirectly,
through an “affiliate” or “associate” (as such terms are defined in the General
Rules and Regulations under the Securities Act of 1933, as amended (the
“Securities Act”)), a family member or otherwise, offer, sell, pledge,
hypothecate, grant an option for sale, or otherwise dispose of, or transfer
or
grant any rights with respect thereto in any manner (either privately or
publicly pursuant to Rule 144 of the General Rules and Regulations under
the
Securities Act, or otherwise) any shares of common stock of the Company or
any
other securities of the Company, including but not limited to any securities
convertible or exchangeable into shares of common stock of the Company or
options, warrants or other rights to acquire common stock of the Company
directly or indirectly owned or controlled by the undersigned on the date
hereof
or hereafter acquired by the undersigned pursuant to a stock split, stock
dividend, recapitalization or similar transaction or otherwise acquired by
the
undersigned in a private transaction (the “Securities”), or enter into any swap
or any other agreement or any transaction that transfers, in whole or in
part,
directly or indirectly, the economic consequence of ownership of the Securities,
whether any such swap or transaction is to be settled by delivery of common
stock or other securities, in cash or otherwise, during the Lock-Up Period,
without the Underwriter’s prior written consent; provided,
however,
that
(a) such Securities may be sold or otherwise transferred in a private
transaction during the Lock-Up Period so long as the acquirer of the Securities,
by written agreement with the Underwriter entered into at the time of
acquisition and delivered to the Underwriter prior to the consummation of
such
acquisition, agrees to be bound by the restrictions set forth in this letter
agreement and (b) the undersigned may transfer any or all of the Securities
either during his lifetime or upon death, by gift, will or intestacy, to
his
immediate family or to a trust or limited partnership, the beneficiaries
or
members of which are exclusively the undersigned and/or a member or members
of
his immediate family; provided,
however,
that it
shall be a condition to such transfer that the transferee execute a written
agreement that the transferee is receiving and holding the Securities subject
to
the provisions of this letter agreement, and there shall be no further transfer
of such Securities except in accordance with this letter agreement. For purposes
hereof, “immediate family” shall mean a spouse, lineal descendant, father,
mother, brother or sister of the undersigned.
Xxxxxxxx
Curhan Ford & Co.
June
21,
2005
Page
2
(ii) Except
with respect to the undersigned’s participation in the public offering as set
forth in subsection (vi) below, if at any time during the six (6) month period
commencing on the date that the Registration Statement is first declared
effective, the undersigned proposes to sell any Securities, including pursuant
to subsection (v) below, including publicly under Rule 144 or otherwise,
the
undersigned shall sell such Securities through the Underwriter, so long as
the
price and terms of execution offered by such Underwriter are at least as
favorable as may be obtained from other brokerage firms, and provided further
that the Underwriter notify the undersigned within three (3) business days
of
the proposed transaction of the price and terms of execution for such proposed
transaction.
(iii) During
the Lock-up Period, the undersigned agrees not to make any demand for, exercise
any right, or file (or participate in the filing of) a registration statement
with respect to the registration of any Securities without the prior written
consent of the Underwriter.
(iv) The
undersigned agrees to furnish such information as may be required (whether
orally or in writing) and otherwise to cooperate under the securities or
blue
sky laws of such states as the Underwriter may designate or any regulatory
or
other authority (including the American Stock Exchange) as a condition to
registration of the Public Offering in such state, if requested by the
Underwriter.
(v) During
each 90 day period of the six (6) month period following the date that the
Registration Statement is first declared effective, the undersigned shall
be
entitled to sell up to 39,334 shares of the Company’s common stock. In the event
that the number of outstanding shares of the Company’s common stock is changed
by a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital
structure of the Company without consideration, then the number of shares
of
common stock that the undersigned may sell during any 90 day period shall
be
proportionately adjusted, subject to any required action by the Company’s Board
of Directors or its stockholders and compliance with applicable securities
laws.
If not exercised during a 90 day period, the right to sell as to that 90
day
period shall expire and the undersigned shall not be entitled to include
such
shares in sales made during subsequent 90 day periods.
(vi) The
undersigned shall be entitled to include up to a total of 400,000 shares
of
common stock in the Public Offering and to sell such shares through the
Underwriter (the “Selling Security Holder’s Shares”). The undersigned has
notified the Underwriter of his intent to include 200,000 of the Selling
Security Holder’s Shares in the Public Offering. The undersigned shall enter
into such customary agreements (including the Underwriting Agreement) and
deliver such other documents as may be reasonably required by the Underwriter
and/or the Company in connection with such offering of the Selling Security
Holder’s Shares.
Xxxxxxxx
Curhan Ford & Co.
June
21,
2005
Page
3
This
letter agreement shall terminate in the event (a) the Public Offering does
not
close on or before October 31, 2005 or (b) the gross proceeds received by
the
Company upon the closing of the Public Offering do not equal at least $8
million.
Subject
to the foregoing, the undersigned hereby agrees to the placement of a legend
on
the certificates representing the Securities to indicate the restrictions
on
resale of the Securities imposed by this agreement and/or the entry of stop
transfer orders with the transfer agent and the registrar of the Company’s
securities against the transfer of the Securities except in compliance with
this
letter agreement. In the case of any Securities for which the undersigned
is the
beneficial but not the record holder, the undersigned agrees to cause the
record
holder to authorize the Company to cause the transfer agent to decline to
transfer and/or to note stop transfer restrictions on its books and records
with
respect to such Securities.
To
the
extent that the undersigned has any rights with respect to the registration
of
any Securities pursuant to any agreement with the Company, and to the extent
that such agreement and the rights conferred thereunder may be inconsistent
with
the terms of this letter agreement, the undersigned agrees that the terms
herein
shall govern.
The
undersigned hereby represents and warrants that the undersigned has full
power
and authority to enter into this letter agreement. To the best of the
undersigned’s knowledge, all of the Securities held by him are listed on the
attached Annex I. All authority herein conferred or agreed to be conferred
shall
survive the death or incapacity of the undersigned and any obligations of
the
undersigned shall be binding upon the heirs, personal representatives,
successors, and assigns of the undersigned.
Xxxxxxxx
Curhan Ford & Co.
June
21,
2005
Page
4
Any
right
of the undersigned to sell any portion of the Securities, as discussed in
subsection (v) above, is subject at all times to compliance with all applicable
state and federal securities laws, rules and regulations.
This
letter agreement represents the entire understanding between the parties
with
respect to the subject matter hereof, and supersedes all prior agreements,
negotiations, understandings, letters of intent, representations, statements
and
writings between the parties relating thereto. No modification, alteration,
waiver or change in any of the terms of this letter agreement shall be valid
or
binding upon the parties hereto unless made in writing and duly executed
on
behalf of the party to be charged therewith.
The
undersigned understands that the Underwriter and any other underwriters that
may
participate in the Public Offering are relying upon this letter agreement
in
proceeding toward consummation of the Public Offering.
Any
Public Offering will only be made pursuant to an Underwriting Agreement,
the
terms of which are subject to negotiation between the Company and the
Underwriter. If this agreement is acceptable to the Underwriter, please sign
the
form of acceptance below and deliver one of the counterparts hereof to me,
such
counterparts to constitute one and the same agreement. This will become a
binding agreement between us upon execution by each of the parties
hereto.
Very
truly yours,
/s/
Xxxxx X. Xxxxxxx
(Signature)
Xxxxx
X. Xxxxxxx
(Print
Name)
AGREED
to
and ACCEPTED this _____ day of
June
2005
XXXXXXXX
CURHAN FORD & CO.
By:_______________________________
Xxxxxxxx
Curhan Ford & Co.
June
21,
2005
Page
5
Annex
1
List
of Securities Beneficially Held By Xxxxx X. Xxxxxxx
Common
Stock
450,668
shares of common stock
Options
Granted from the J2 Communications Amended and Restated 1999 Stock Option,
Deferred Stock and Restricted Stock Plan
Options
to purchase a total of 1,560,374 shares of common stock
Series
B Convertible Preferred Stock
None
Series
C Convertible Preferred Stock
None
Warrants
None
