VOTING AGREEMENT
Voting Agreement, dated as of August 15, 1996 (this "Agreement") among
Xxxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx
Xxxxxx, Xxxx Capital, Inc., BT Capital Partners, Inc., U.S. Equity Partners,
L.P., U.S. Equity Partners (Offshore), L.P., and Xxxxxxxxxxx & Co. Inc.
(individually a "Party", and collectively "Parties") which are or will become
record or beneficial owners of Common Stock, par value $.0001 per share ("Common
Stock") of Alliance Entertainment Corp., a Delaware corporation (the "Company").
WHEREAS, pursuant to a Stock Acquisition and Merger Agreement dated as of
August 15, 1996, among Xxxxx Xxxxxx ("AT"), Xxxxxxxxxxx & Co., Inc., ("WCI"),
U.S. Equity Partners, L.P. ("USEP Delaware"), U.S. Equity Partners (Offshore),
L.P. ("USEP Offshore" and, together with USEP Delaware, "USEP"), the Company and
the parties thereto (the "Acquisition Agreement"), AT, USEP, and WCI will
receive shares of Common Stock of the Company, and
WHEREAS, pursuant to Stock Purchase Agreements dated as of August 15, 1996,
WCI and USEP will purchase from certain officers of the Company an aggregate of
1,850,000 shares of Common Stock, and
WHEREAS, the Parties are the owners of, or by proxy or otherwise exercise
irrevocable voting control over shares of Common Stock of the Company as set
forth in Exhibit A hereto,
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the Parties hereby agree as
follows:
1. Voting of Shares by Parties. Each Party agrees to vote all of the shares
of Common Stock which are now or hereafter owned by such Party, beneficially or
of record, or which he or it is entitled to vote by proxy or otherwise,
including without limitation those shares identified on Exhibit A attached
hereto, at any special or annual meeting of the stockholders of the Company, or
by any written consent, whereat or whereby the same are considered for approval
by the stockholders of the Company, for (a) the approval of the conversion
rights of the Series A Convertible Preferred Stock issued to BT Capital
Partners, Inc. and BCI Growth IV, L.P. (the "Purchasers") pursuant to a
Preferred Stock Purchase Agreement dated July 16, 1996, as set forth in the
Certificate of Designations attached
thereto, (b) the approval of the Company's issuance of Common Stock pursuant to
any Party's exercise of any such conversion rights, (c) the approval of the
Acquisition Agreement and the transactions contemplated thereby, including the
issuance of the contingent shares of Common Stock as contemplated by Sections
1.9 and 2.4 thereof, and (d) the election of directors of the Company designated
by WCI and AT pursuant to Section 9.2 of the Acquisition Agreement, two (2)
directors designated by BT Capital Partners, Inc., one (1) director designated
by Xxxx Capital Inc. and the remainder of the directors designated by Xxxxxx
Xxxxxx.
2. Changes in Common Stock. In the event that subsequent to the date
of this Agreement any shares or other securities (other than any shares or
securities of another corporation issued to the stockholders of the Company
pursuant to a plan of merger) are issued on, or in exchange for, any of the
shares of the Common Stock or Preferred Stock held by the Parties by reason of
any stock divided, stock split, consolidation of shares, reclassification, or
consolidation involving the Company, such shares or securities shall be deemed
to be Common Stock for purposes of this Agreement.
3. Representations of Parties. Each Party hereby represents and
warrants that (i) such Party owns and/or has the right to vote the number of
shares of the Common Stock set forth opposite his or its name on Exhibit A
attached hereto, (ii) such Party has full power to enter into this Agreement and
has not, prior to the date of this Agreement, executed or delivered any proxy or
entered into any other voting agreement or similar arrangement that would
conflict with the purposes or provisions of this Agreement, (iii) such Party
will not take any action inconsistent with the purposes and provisions of this
Agreement and (iv) this Agreement is a valid, binding and enforceable obligation
of such Party.
4. Proxy. Xxxxxx Xxxxxx agrees to use his best efforts to cause each of the
signatories to the Restated and Amended Stockholders' Agreement dated as of
November 30, 1993, as amended on May 18, 1995 (the "Stockholders' Agreement"),
who granted an irrevocable proxy to Xxxxxx Xxxxxx with respect to the shares of
stock of the Company which they own, to grant an irrevocable proxy to Xx Xxxxxx
with respect to the shares of stock of the Company which they own to the same
extent as set forth in the Stockholders' Agreement; provided, that such proxy
shall be effective only upon the death of Xx. Xxxxxx. Xx. Xxxxxx shall also use
his best efforts to cause such persons to agree that they shall not grant any
other proxy with respect to their shares of stock.
5. Enforceability. Each Party expressly agrees that this Agreement shall be
specifically enforceable in any court of competent jurisdiction in accordance
with its terms against each of the parties hereto.
6. Benefit. This Agreement shall be binding upon and inure to the benefit
of the respective parties hereto and their successors.
7. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within the State of New York.
8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date first above written.
/s/Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxx
/s/Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
/s/Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/Xxxxxx Xxxx
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Xxxxxx Xxxx
/s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/Xxxxx Xxxxxx
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Xxxxx Xxxxxx
XXXX CAPITAL, INC.
/s/Xxxxxx Xxx
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By: Xxxxxx Xxx
Title: Managing Director
BT CAPITAL PARTNERS, INC.
/s/Xxxxxx Xxxxxxxxxx
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By:
Title:
U.S. EQUITY PARTNERS, L.P.
by its general partner,
W.P. Management Partners, L.L.C.
/s/Xxxxxxx X. Xxxxxxx
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By: Xxxxxxx X. Xxxxxxx
Title: Vice President
U.S. EQUITY PARTNERS (OFFSHORE),
L.P. by its general partner,
W.P. Management Partners, L.L.C.
/s/Xxxxxxx X. Xxxxxxx
------------------------------
By: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXXXXXX & CO., INC.
/s/Xxxxxxx X. Xxxxxxx
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By: Xxxxxxx X. Xxxxxxx
Title: Vice President
Exhibit A
Common Stock
Xxxxxx Xxxxxx 7,604,250
Xxxx Xxxxxxxx 101,000
Xxxxx Xxxxxxxx 315,000
Xxxxxx Xxxx 60,000
Xxxxxx Xxxxxx 112,000
Xxxxx Xxxxxx 760,823*
Xxxx Capital, Inc. 3,306,972
BT Capital Partners, Inc. 3,974,937
U.S. Equity Partners, L.P. 4,903,162*
Xxxxxxxxxxx & Co., Inc. 2,904,766*
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* Shares to be acquired upon the closing of the Acquisition
Agreement.
