EXHIBIT 4.10
STOCK PURCHASE AND REGISTRATION AGREEMENT
THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is
entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a
Delaware corporation ("Seller"), and the purchasers listed on Schedule 1 hereto
(each, a "Purchaser" and collectively, the "Purchasers").
WHEREAS, Seller is the beneficial owner of shares of common stock, par
value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a
Minnesota corporation (the "Company"); and
WHEREAS, Seller wishes to sell to each Purchaser, and each Purchaser
wishes to purchase from Seller, the number of shares of Common Stock set forth
opposite the name of such Purchaser on Schedule 1 hereto (as may be adjusted
equitably to reflect any stock dividends, recapitalizations, stock splits or
similar transactions, the "Shares") on the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 Sale and Purchase of Shares. At Closing (as defined below) and
on the terms set forth herein, Seller shall sell and deliver to each Purchaser,
and each Purchaser shall purchase and accept from Seller, all right, title, and
interest of Seller in and to the Shares, free and clear of all mortgages, liens,
pledges, security interests, charges, restrictions, and other encumbrances
("Liens"). The closing of the purchase and sale of the Shares shall take place
on the earlier of (i) the second business day following the day on which the
Registration Statement (as defined in Section 4.2 below) is declared effective
by the Securities and Exchange Commission (the "SEC") and (ii) September 15,
2005 (each such date referred to as the "Closing Date") at the offices of the
Seller in New York City ("Closing").
1.2 Purchase Price. At Closing, each Purchaser shall pay to Seller
for the Shares the aggregate amount set forth opposite the name of such
Purchaser on Schedule 1 hereto (the "Purchase Price") by wire transfer of
immediately available funds to a bank account designated in writing by Seller.
1.3 Deliveries. At Closing, (i) Seller shall deliver to each
Purchaser the certificate or certificates evidencing the Shares, together with a
stock power or stock powers in the form of EXHIBIT A duly executed by Seller;
and (ii) each Purchaser shall deliver to Seller, the Purchase Price in
accordance with Section 1.2.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to the Purchasers as of the date
hereof and as of the Closing Date as follows:
2.1 Organization. Seller is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware.
2.2 Authorization. Seller has the requisite corporate power to
execute and deliver this Agreement and to perform the transactions contemplated
hereby to be performed by it. The execution and delivery by Seller of this
Agreement and the performance by it of the transactions contemplated hereby to
be performed by it have been duly authorized by all necessary corporate action
on the part of Seller. This Agreement has been duly executed and delivered by
the duly authorized officer of Seller and, assuming the due execution and
delivery of this Agreement by each Purchaser, constitutes a valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
2.3 Consents and Approvals. Except as set forth in Article IV, and
filings that may be required under Section 13(d) or Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval,
waiver, order, or authorization of, or registration, declaration, or filing
with, or notice to, any federal, state, or foreign court or governmental agency,
authority, or body or any instrumentality or political subdivision thereof
("Governmental Entity") or any other person or entity is required to be obtained
or made by Seller in connection with the execution and delivery of this
Agreement by Seller, the performance by Seller of the transactions contemplated
hereby to be performed by it, or the consummation of the transactions
contemplated hereby.
2.4 No Conflicts. The execution and delivery of this Agreement does
not, and neither the performance by Seller of the transactions contemplated
hereby to be performed by it, nor the consummation of the transactions
contemplated hereby, will, (i) conflict with the certificate of incorporation or
bylaws of Seller, (ii) conflict with, result in any violation of, or constitute
a default under any agreement to which Seller is a party, (iii) violate any
order, judgment, decree, writ, or injunction ("Order") of any Governmental
Entity applicable to Seller, or (iv) violate any domestic or foreign law,
statute, rule, or regulation ("Law") applicable to Seller.
2.5 Title to Shares. Seller has good and valid title to the Shares.
Seller is the record and beneficial owner of the Shares, free and clear of all
Liens except as set
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forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal,
Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement
will not bind the Purchasers). The delivery by Seller to the Purchasers of the
certificate or certificates representing the Shares in accordance with this
Agreement will vest each Purchaser with good and valid title to the Shares, free
and clear of all Liens.
2.6 Exempt from Registration. Based in part on the representations
of the Purchasers contained in Section 3.5 and 3.6 of this Agreement, the sale
of the Shares hereunder is exempt from registration under the Securities Act of
1933, as amended (the "Securities Act").
2.7 Information. In the course of discussions relating to this
Agreement and the transaction contemplated hereby, Seller has not conveyed to
the Purchasers any material non-public information in respect of the Company
and/or the Company's business, operations, pending transactions, financial
condition, results of operations, or prospects (collectively, "Non-Public
Information").
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser hereby severally represents and warrants to Seller as of
the date hereof and as of the Closing Date as follows:
3.1 Organization. Such Purchaser is an organization of the type
referred to in Schedule 1 of this Agreement and is duly organized, validly
existing, and in good standing under the applicable laws of the jurisdictions
specified.
3.2 Authorization. Such Purchaser has the requisite power to execute
and deliver this Agreement and to perform the transactions contemplated hereby
to be performed by it. The execution and delivery by such Purchaser of this
Agreement and the performance by it of the transactions contemplated hereby to
be performed by it have been duly authorized by all necessary action on the part
of such Purchaser. This Agreement has been duly executed and delivered by a duly
authorized officer of such Purchaser and, assuming the due execution and
delivery of this Agreement by Seller, constitutes a valid and binding obligation
of such Purchaser, enforceable against such Purchaser in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors' rights and remedies generally, and
subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
3.3 Consents and Approvals. No consent, approval, waiver, order, or
authorization of, or registration, declaration, or filing with, or notice to,
any Governmental Entity is required to be obtained or made by such Purchaser in
connection with the execution and delivery of this Agreement by such Purchaser,
the performance by such Purchaser of the transactions contemplated hereby to be
performed by it, or the
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consummation of the transactions contemplated hereby, except for any filings
that may be required under Section 13 of the Exchange Act.
3.4 No Conflicts. The execution and delivery of this Agreement does
not, and neither the performance by such Purchaser of the transactions
contemplated hereby to be performed by it, nor the consummation of the
transactions contemplated hereby, will, (i) conflict with the organizational
documents of such Purchaser, (ii) conflict with, result in any violation of, or
constitute a default under any agreement to which such Purchaser is a party, or
(iii) violate any Order of any Governmental Entity or any Law applicable to such
Purchaser.
3.5 Securities Law Matters. Such Purchaser understands and
acknowledges that as of the date hereof the Shares have not been registered
under the Securities Act, or the securities laws of any state or foreign
jurisdiction, and, unless so registered, may not be offered, sold, transferred,
or otherwise disposed of except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and any applicable securities laws of any state or foreign jurisdiction. Such
Purchaser acknowledges that appropriate legends restricting the transfer of the
Shares as aforesaid shall be placed on the stock certificates representing such
Shares. Such Purchaser is an "accredited investor" (as defined in Rule 501(a) of
Regulation D under the Securities Act). Such Purchaser (i) has knowledge and
experience in financial and business matters such that it is capable of
evaluating the merits and risks of purchasing the Shares, and (ii) is able to
bear the economic risk of an investment in the Shares for an indefinite period,
including the risk of a complete loss of any such investment. The Shares were
not offered to such Purchaser in any form of general solicitation or general
advertisement and such Purchaser (i) is acquiring the Shares for investment for
its own account, and not with a view to, or for sale in connection with, any
distribution thereof, (ii) does not have any agreement or understanding, whether
or not legally binding, with any other person or entity, to sell, pledge, engage
in short sales or other hedging transactions, transfer, or otherwise distribute
or dispose of the Shares or any interest therein; provided, however, that by
making the representations herein, such Purchaser does not agree to hold any of
the Shares for any minimum or specific term and reserves the right to offer and
dispose of the Shares at any time in accordance with, or pursuant to, an
effective registration statement or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or otherwise in
compliance with applicable securities laws. Such Purchaser understands and
acknowledges that Seller may be deemed an "affiliate" of the Company (as defined
in Rule 144(a)(1) under the Securities Act).
3.6 Investigation. Such Purchaser believes that it has received all
the information it considers necessary or appropriate for deciding whether to
purchase the Shares. Such Purchaser further represents that it has had an
opportunity to ask questions and receive answers from officers and other
personnel of the Company regarding the Company, its business and financial
condition. Such Purchaser acknowledges that (i) it is a sophisticated financial
institution engaged in the business of assessing and assuming investment risks
in respect of securities, including securities such as the Shares and is hereby
voluntarily assuming the risks relating to the transactions contemplated hereby,
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(ii) it is fully satisfied with the Purchase Price it is paying hereunder to
Seller for the Shares, (iii) Seller may in the future enter into discussions
with holders of the Company's Common Stock regarding the sale of all or a
portion of its other shares of the Company's Common Stock for consideration
greater or lesser than or different from the Purchase Price, and/or on terms and
conditions different from the terms and conditions set forth herein, (iv) Seller
is consummating this transaction with such Purchaser in reliance on such
Purchaser's acknowledgements and representations contained in this Agreement and
with such Purchaser's understanding and agreement that Seller is privy to
Non-Public Information that may be material to a reasonable investor, such as
such Purchaser, and has not been provided to such Purchaser by Seller or the
Company, (v) Seller is under no duty or other obligation to disclose any
Non-Public Information to such Purchaser, and (vi) as of the date hereof, the
Company has neither publicly announced its financial results for any period
after April 30, 2005 nor filed any report for such period. Each Purchaser hereby
waives and releases to the fullest extent permitted by applicable law any claim
or potential claim it has or may have against Seller, the Company or their
respective officers, directors, stockholders, partners, affiliates, successors,
and assigns, relating to any such person's possession of Non-Public Information.
ARTICLE IV
COVENANTS OF THE COMPANY
4.1 Stock Certificate Legend. Promptly following the Closing, the
Company agrees to provide each Purchaser with stock certificates representing
the Shares such that the appropriate legends restricting the transfer of the
Shares shall not reference the Shareholders Agreement. The Company shall take
all reasonable action necessary (including providing appropriate opinions of
counsel to its transfer agent, if necessary) to remove such legends with respect
to Shares being sold by the Purchasers pursuant to the Registration Statement.
4.2 Registration Statement. The Company hereby agrees that it shall
prepare and file with the SEC as soon as practicable but in no event more than
21 business days following the date hereof, a registration statement on Form S-3
(or such other form as is available for the registration of the Shares if the
Company does not meet the requirements for the use of Form S-3) (the
"Registration Statement"), listing each Purchaser as a selling stockholder
therein, to enable the resale of the Shares by such Purchaser from time to time
and use all commercially reasonable efforts to cause such Registration Statement
to be declared effective as promptly as possible after filing and to remain
continuously effective until the earlier of (1) the second anniversary of the
effective date of the Registration Statement, (2) the date on which all Shares
purchased by the Purchasers pursuant to this Agreement have been sold thereunder
or (3) the date on which the Shares can be sold by holders thereof pursuant to
Rule 144(k) promulgated under the Securities Act (the "Registration Period").
Before filing the Registration Statement, or any amendment or supplement
thereto, the Company shall furnish to the Purchasers copies of all such
documents proposed to be filed, which documents will be subject to review of the
Purchasers, and the Company will not file any such documents to which the
Purchasers shall reasonably object in writing within three (3) business days of
receipt of such document. The Registration Statement shall register, pursuant to
Rule
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416(a) under the Securities Act, the Shares and any additional shares of Common
Stock of the Company resulting from stock splits, stock dividends, or similar
transactions with respect to the Shares. If the Company receives notification
from the SEC that the Registration Statement will be subject to no action or
review from the SEC, then the Company will use its commercially reasonable
efforts to cause the Registration Statement to become effective within five (5)
business days after such SEC notification. In the event that, following the date
hereof and prior to the end of the Registration Period, the Company does not
meet the requirements for the use of Form S-3, the Company shall use such other
form as is available for the registration of the Shares and shall convert such
other form into Form S-3, or file a replacement registration statement on Form
S-3, promptly after the first date on which it meets such requirements. The
covenants of the Company pursuant to this Section 4 shall survive the Closing.
4.3 Registration Procedures and Indemnification. The Company and the
Purchasers hereby agree that (i) the registration procedures relating and
applicable to the Registration Statement shall be governed by Sections 5(b)
through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the
Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights
Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which
sections are hereby incorporated herein by reference, provided that: (A) to the
extent of any inconsistency between this Agreement and the Registration Rights
Agreement, this Agreement shall control and (B) the aggregate number of days to
which the Purchasers shall be subject to Black-Out (as defined in the
Registration Rights Agreement) shall not exceed ninety (90) days during any
period of 12 consecutive months, and (ii) the Company will indemnify the
Purchasers and the Purchasers will severally indemnify the Company for matters
relating to, or arising out of, the Registration Statement as set forth in the
Registration Rights Agreement and that the mutual indemnification obligations of
the Company and the Purchasers relating to, or arising out of, the Registration
Statement shall be governed by Section 7 of the Registration Rights Agreement,
which section is hereby incorporated herein by reference, except with regard to
the limitation on the Company's liability included in Section 7(a) based on a
Holder's failure to deliver a prospectus, which shall be incorporated by
reference herein, only to the extent such Holder is subject to prospectus
delivery requirement under applicable securities laws. For purposes of this
Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement)
shall be deemed to refer to any Purchaser, the term "Registrable Securities" (as
defined in the Registration Rights Agreement) shall be deemed to refer to the
Shares and the term "Registration Statement" shall be deemed to refer to the
Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant
to the provisions of this Agreement.
4.4 Information. In the course of discussions relating to this
Agreement and the transactions contemplated hereby, the Company has not conveyed
and will not convey to the Purchasers any Non-Public Information.
4.5 Reports Under the Exchange Act. With a view to making available
to the Purchasers the benefits of Rule 144 promulgated under the Securities Act
and any other rule or regulation of the SEC that may at any time permit the
Purchasers to sell
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securities of the Company to the public without registration, the Company agrees
to use its commercially reasonable efforts to:
(a) make available and keep current public information, within the
meaning of Rule 144, at all times at which it is subject to the reporting
requirement of the Exchange Act.
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act.
ARTICLE V
SECURITIES LAWS COMPLIANCE
No Purchaser shall, directly or indirectly, offer, sell, pledge, transfer
or otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any Common Stock of the Company, nor shall any
Purchaser engage in, or permit any party on behalf of such Purchaser or for the
benefit of such Purchaser to engage in, any short sale or other hedging
transaction that results, or may result, in a disposition of any of the Shares
by such Purchaser, except pursuant to an effective registration statement under
the Securities Act or an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any applicable securities
laws of any state or foreign jurisdiction or otherwise in compliance with
applicable securities laws.
ARTICLE VI
MISCELLANEOUS
6.1 Binding Effect. Except as otherwise expressly provided herein,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
6.2 Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
6.3 Entire Agreement: Survival; Indemnity. This Agreement (including
the Exhibits attached hereto) constitutes the entire agreement of the parties
hereto in respect of the subject matter hereof, and supersedes all prior
agreements or understandings between the parties hereto in respect of the
subject matter hereof. The representations and warranties of the parties will
survive the Closing. Seller and each Purchaser severally will each indemnify the
other against any loss, liability or expense arising out of any material breach
of any of its representations and warranties in this Agreement, provided that
total liability under this indemnity will not exceed the Purchase Price. A party
intending to make a claim under this indemnity will provide the other party with
prompt notice of its claim and, to the extent possible, the opportunity to
defend and dispose of the claim.
6.4 Expenses. Except as otherwise expressly provided in this
Agreement, Seller and each Purchaser shall bear all of the expenses (including
fees and
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disbursements of its counsel) incurred by or on its behalf in connection with
the preparation, negotiation, execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated hereby.
6.5 Further Assurances. Each party hereto shall execute and deliver
all such further and additional instruments and agreements and shall take such
further and additional actions, as may be reasonably requested by the other
party in order to evidence or carry out the provisions of this Agreement or to
consummate the transactions contemplated hereby.
6.6 Governing Law. This Agreement shall be enforced, governed, and
construed in all respects in accordance with the laws of the State of New York
applicable to contracts made and performed in such State.
6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to
enforce any provision of, or based on any matter arising out of or relating to,
this Agreement or the transactions contemplated hereby can be brought
exclusively in federal court sitting in the Southern District of New York or, if
such court does not have jurisdiction, any district court sitting in the Borough
of Manhattan, the County of New York, New York, and each of the parties hereto
hereby consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such action, suit, or proceeding
and irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such action, suit, or proceeding in any such court or that any such action,
suit, or proceeding that is brought in any such court has been brought in an
inconvenient forum.
6.8 Notices. Any notice, request, demand, or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if sent by hand delivery, mail (first class,
certified mail, postage prepaid), facsimile, or overnight courier if to any
party hereto, at the address or facsimile number set forth below such party's
name on the signature pages hereto or to such other address or facsimile number
as such party shall have last designated by notice to the other parties hereto
in accordance with this Section. Notices sent by hand delivery shall be deemed
to have been given when received or delivery is refused; notices mailed in
accordance with this Section shall be deemed to have been given three days after
the date so mailed; notices sent by facsimile shall be deemed to have been given
when electronically confirmed; and notices sent by overnight courier shall be
deemed to have been given on the next business day after the date so sent.
6.9 Severability. If any provision of this Agreement or the
application of such provision to any person or circumstance shall be held by a
court of competent jurisdiction to be invalid, illegal, or unenforceable under
the applicable law of any jurisdiction, (i) the remainder of this Agreement or
the application of such provision to other persons or circumstances or in other
jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or
unenforceable provision shall not affect the validity or enforceability of any
other provision of this Agreement.
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6.10 No Third-Party Beneficiaries. Nothing express or implied in
this Agreement, is intended or shall be construed to confer upon or give any
person other than the parties hereto and their respective successors and
permitted assigns any right, benefit, or remedy under or by reason of this
Agreement.
6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED
BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.12 Independent Nature of Obligations. The obligations of the
Purchasers under this Agreement or any document ancillary hereto (collectively,
the "Transaction Documents") are several and not joint with the obligations of
any other purchaser of Seller's Common Stock, and the Purchasers shall not be
responsible in any way for the performance of the obligations of any other
purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by the Purchasers or any other
purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed
to constitute the Purchasers and such other purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers and such other purchasers are in any way acting
in concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. The Purchasers confirm that they have
independently participated in the negotiation of the transaction contemplated
hereby with the advice of their own counsel and advisors. The Purchasers shall
be entitled to independently protect and enforce their rights, including,
without limitation, the rights arising out of this Agreement or out of any other
Transaction Documents, and it shall not be necessary for any other purchaser to
be joined as an additional party in any proceeding for such purpose.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
SELLER:
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
Address: 000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: General Counsel
10
PURCHASERS:
RCG XXXXXXX MASTER FUND, LTD.
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
(000) 000-0000
Attention: Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
RCG HALIFAX FUND, LTD.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
(000) 000-0000
Attention: Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
RAMIUS SECURITIES, LLC
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
(000) 000-0000
Attention: Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
11
STARBOARD VALUE AND OPPORTUNITY FUND, LLC
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
(000) 000-0000
Attention: Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
PARCHE, LLC
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
(000) 000-0000
Attention: Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
RAMIUS MASTER FUND, LTD.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
(000) 000-0000
Attention: Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
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We hereby (i) consent to the transactions contemplated by this Agreement
and agree in consideration of the benefits that will accrue to the Company by
virtue of such transactions, to the provisions of Article IV of this Agreement,
and (ii) confirm that the Purchasers shall not become a party to, or be bound by
the provisions of the Shareholders Agreement by virtue of acquiring the Shares
pursuant to this Agreement.
VALUEVISION MEDIA, INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President and
General Counsel
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SCHEDULE 1
PURCHASER NO. OF SHARES PURCHASE PRICE
---------------------------------- ------------- --------------
RCG Xxxxxxx Master Fund, Ltd., a 159,600 $1,755,600
Cayman Island company
RCG Halifax Fund, Ltd., a Cayman 36,400 $ 400,400
Island company
Ramius Securities, LLC, a Delaware 47,600 $ 523,600
limited liability company
Starboard Value and Opportunity 58,800 $ 646,800
Fund, LLC, a Delaware limited
liability company
Parche, LLC, a Delaware limited 11,200 $ 123,200
liability company
Ramius Master Fund, Ltd., a Cayman 36,400 $ 400,400
Island company
Total 350,000 $3,850,000
EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware
corporation, does hereby sell, assign, and transfer to RCG Xxxxxxx Master Fund,
Ltd., an aggregate of 159,600 shares of Common Stock, par value $0.01 per share
(the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the
"Company"), standing in its name on the books of the Company, represented by
Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint
__________________ attorney to transfer the Shares on the books of the Company
with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: _____________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware
corporation, does hereby sell, assign, and transfer to RCG Halifax Fund, Ltd.,
an aggregate of 36,400 shares of Common Stock, par value $0.01 per share (the
"Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"),
standing in its name on the books of the Company, represented by Certificate No.
___ herewith, and does hereby irrevocably constitute and appoint
__________________ attorney to transfer the Shares on the books of the Company
with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: _____________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware
corporation, does hereby sell, assign, and transfer to Ramius Securities, LLC,
an aggregate of 47,600 shares of Common Stock, par value $0.01 per share (the
"Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"),
standing in its name on the books of the Company, represented by Certificate No.
___ herewith, and does hereby irrevocably constitute and appoint
__________________ attorney to transfer the Shares on the books of the Company
with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: _____________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware
corporation, does hereby sell, assign, and transfer to Starboard Value and
Opportunity Fund, LLC, an aggregate of 58,800 shares of Common Stock, par value
$0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota
corporation (the "Company"), standing in its name on the books of the Company,
represented by Certificate No. ___ herewith, and does hereby irrevocably
constitute and appoint __________________ attorney to transfer the Shares on the
books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: _____________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware
corporation, does hereby sell, assign, and transfer to Parche, LLC, an aggregate
of 11,200 shares of Common Stock, par value $0.01 per share (the "Shares"), of
ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in
its name on the books of the Company, represented by Certificate No. ___
herewith, and does hereby irrevocably constitute and appoint __________________
attorney to transfer the Shares on the books of the Company with full power of
substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: _____________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware
corporation, does hereby sell, assign, and transfer to Ramius Master Fund, Ltd.,
an aggregate of 36,400 shares of Common Stock, par value $0.01 per share (the
"Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"),
standing in its name on the books of the Company, represented by Certificate No.
___ herewith, and does hereby irrevocably constitute and appoint
__________________ attorney to transfer the Shares on the books of the Company
with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: _____________________________________
Name:
Title:
