April 22, 2003
Exhibit 99.1
April 22, 2003
Xxxxxxx Park Capital II, L.P.
00000 Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
Ladies and Gentlemen:
Re: Agreement Regarding Certain Matters
Ladies and Gentlemen:
In consideration of the purchase by Xxxxxxx Park Capital II, L.P. (“Xxxxxxx”) 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:
1. Xxxxx Xxxxxxxx Capital Advisors LP, Woodacre LLC, Fortune Twenty-Fifth, Inc., Xxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, and Xxx Xxxxxx hereby agree that, so long as Xxxxxxx and its affiliates own not less than 3,000 Shares or the shares of FAO, Inc. (“FAO”) Common Stock into which such Shares have been converted, each of them shall cause all shares of Class I Convertible Preferred Stock, Class J Convertible Preferred Stock, and Common Stock owned by them to be voted so as to elect the designee of Xxxxxxx to FAO’s Board of Directors.
2. Xxxx Xxxxx and Xxxxxxx Xxxxx hereby agree that with respect to all FAO, Inc., FAO Xxxxxxx, Inc., and ZB Company, Inc. Equipment Notes dated on or about April 22, 2003 (the “Notes”) beneficially owned by either of them (including, but not limited to, those held by Fortune Twenty-Fifth, Inc.), they will not exercise the conversion right contained in such Notes at any time prior to January 12, 2004.
3. Each party to this agreement severally represents that (i) such party has full capacity to execute, deliver and perform this letter agreement; (ii) this letter agreement has been duly authorized and approved, if applicable; and (iii) this letter agreement is the valid and binding obligation of such party and enforceable against such party in accordance with its terms.
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Sincerely, |
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XXXXX XXXXXXXX CAPITAL ADVISORS, LP, |
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a California limited partnership |
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Xxxxx Xxxxxxxx Investment Management, Inc. |
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a Nevada corporation |
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By |
/s/ Xxxxx Xxxxxxxxxx |
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Xxxxx Xxxxxxxxxx |
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General Counsel |
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XXXX XXXXX, |
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an Individual |
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By |
/s/ Xxxx Xxxxx |
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XXXXXXX XXXXX, |
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an Individual |
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By |
/s/ Xxxxxxx Xxxxx |
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WOODACRES LLC |
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By |
/s/ Xxxxx Xxxxxxxxxx |
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Its: |
General Counsel of Manager |
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XXXXXXX XXXXXX, |
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an Individual |
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By |
/s/ Xxxxxxx Xxxxxx |
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FORTUNE TWENTY-FIFTH, INC. |
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By |
/s/ Xxxx Xxxxx |
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Its: |
President |
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Accepted and Agreed: |
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XXXXXXX PARK CAPITAL II, L.P., |
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a Delaware limited partnership |
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By: |
Xxxxxxx Park
Associates III, LLC, |
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By: |
/s/ Xxxxx XxXxxxxxx |
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General Partner |
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