VOTING AGREEMENT
THIS VOTING AGREEMENT, dated as of July 16, 1996 (this
"Agreement"), is by and among the stockholders and option holders of Alliance
Entertainment Corp., a Delaware corporation (the "COMPANY"), signing this
Agreement at the end hereof (collectively, the "STOCKHOLDERS", and individually,
a "STOCKHOLDER").
WHEREAS, each Stockholder is the record and beneficial owner
of that number of shares of Common Stock, par value $.0001 per share ("COMMON
STOCK"), of the Company, set forth opposite such Stockholder's name on EXHIBIT A
attached hereto; and
WHEREAS, pursuant to a Preferred Stock Purchase Agreement
dated as of the date hereof (the "PURCHASE AGREEMENT"), between the Company and
the Purchasers named therein (the "PURCHASERS"), the Company has agreed to issue
and sell to the Purchasers 422,500 shares of its Series A Convertible Preferred
Stock, par value $0.01 per share ("PREFERRED STOCK"); and
WHEREAS, the Purchase Agreement requires the Company to use
its best efforts to obtain the approval of its stockholders with respect to the
conversion rights of the Preferred Stock, at the next regular or special meeting
of the stockholders of the Company (the "MEETING");
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants and agreements hereinafter contained, the Stockholders
hereby agree as follows:
1. VOTING OF SHARES BY STOCKHOLDERS. Each Stockholder agrees to vote all of
the shares of Common Stock and which are now or hereafter owned by such
Stockholder, beneficially or of record, or which he or it otherwise is entitled
to vote, including without limitation those shares identified on EXHIBIT A
attached hereto, at the Meeting or at any other 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 Preferred Stock, as set forth in the Certificate of
Designations attached to the Purchase Agreement, and (b) the approval of the
Company's issuance of Common Stock pursuant to any Purchaser's exercise of any
such conversion rights.
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 Stockholders 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 STOCKHOLDERS. Each Stockholder hereby represents and
warrants that such Stockholder (i) owns and 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) 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, and (iii) will not take any action
inconsistent with the purposes and provisions of this Agreement.
4. ENFORCEABILITY. Each Stockholder 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.
5. BENEFIT. This Agreement shall be binding upon and inure to the benefit
of the respective parties hereto and their successors and assigns. This
Agreement shall also inure to the benefit of the Purchasers and shall be fully
enforceable by each of them as though they were parties hereto.
6. 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.
7. 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.
8. NOTIFICATIONS. Each of the parties agrees to notify the others promptly
of to any matter which could reasonably be expected to give rise to a filing or
other requirement by such other parties under applicable Federal or state
securities laws.
IN WITNESS WHEREOF, the Stockholders have executed this
Agreement as of the date first above written.
BT CAPITAL PARTNERS, INC.
By:/s/Xxxxxx Xxxxxxxxxx
---------------------
Title:
BCI GROWTH III, L.P.
By:/s/Xxxxxxx Xxxx
---------------------
General Partner
BCI GROWTH IV, L.P.
By: Glenpointe Associates, LLC
By:/s/Xxxxxxx Xxxx
----------------------
General Partner
XXXX CAPITAL, INC.
By:/s/Xxxxxx X. Xxx
---------------------
Title:
/s/Xxxxxx X. Xxxxxx /s/Xxxxxx X. Xxxxxx
--------------------- ---------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Attorney-in-fact
and proxy for
/s/Xxxxx Xxxxxxxx Xxxx Xxxxxxx
------------------ Xxxxxxxx Xxxxxxxx
Xxxxx Xxxxxxxx Xxxxx X. Xxxxxx
Xxxx X. Xxxxxx
/s/R.Xxxxxx Xxxxxx Xxxxx Xxxxxx
-------------------
R. Xxxxxx Xxxxxx
/s/Xxxx X. Xxxxxxxx /s/Xxxxxx X. Xxxxxx
--------------------- ----------------------
Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx
/s/Xxxxxx X. Xxxx /s/Xxxxxxx Xxxxx
------------------- ---------------------
Xxxxxx X. Xxxx Xxxxxxx Xxxxx
EXHIBIT A
to
Voting Agreement
SHARES OWNED OR OTHERWISE
STOCKHOLDER ENTITLED TO VOTE
BT Capital Partners, Inc.
BCI Growth III, L.P.
BCI Growth IV, X.X.
Xxxx Capital, Inc.
Xxxxxx X. Xxxxxx
Xxxxx Xxxxxxxx
X. Xxxxxx Xxxxxx
Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxxx X. Xxxxxx
Xxxxxxx Xxxxx
