Exhibit 10.36
MANAGEMENT LETTER (LOCK-UP)
June 26, 2002
First Look Media, Inc.
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
To reflect management's commitment to the success of First Look Media,
Inc. ("Company"), each of the undersigned, a significant stockholder of the
Company ("Holder(s)"), agrees that, in consideration of each of the other
Holders executing this letter agreement, each Holder will not directly or
indirectly, without the prior written consent of two executive officers of the
Company:
(A) sell, offer or contract to sell, grant any option or warrant for the
sale of, assign, transfer, pledge, hypothecate, or otherwise encumber
or dispose of any legal or beneficial interest in any shares of common
stock, $.001 par value, of the Company ("Common Stock"), any securities
convertible into or exercisable or exchangeable for shares of Common
Stock, or any warrants, options, or other rights to purchase, subscribe
for, or otherwise acquire any shares of Common Stock (including,
without limitation, any such shares, securities or rights that may be
deemed to be beneficially owned by the undersigned in accordance with
the Rules and Regulations of the Securities and Exchange Commission
("Commission")) (collectively, the "Restricted Securities"); or
(B) 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 any Common Stock, whether such swap
transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise.
for a period of one year commencing the date of this letter and ending on June
25, 2002.
Notwithstanding the foregoing, each Holder may transfer any or all of
the Restricted Securities, either during the Holder's lifetime or on the
Holder's death, by gift, will or interstate succession, to the Holder's "family
member" or to trusts, family limited partnerships and similar entities for the
benefit of the Holder or the Holder's "family members"; provided, however, that
in any such case it shall be a condition to the transfer that the transferee
execute an agreement stating that the transferee is receiving and holding the
Restricted Securities subject to the provision of this letter agreement, and
there shall be no further transfer of the Restricted Securities except in
accordance with this letter agreement. For purposes of this paragraph, "family
member" shall mean spouse, lineal descendants, stepchildren, father, mother,
brother or sister of the transferor or of the transfer's spouse.
This letter agreement will be legally binding on each of the Holders
and on each of their heirs, successors, executors, administrators, conservators
and permitted assigns, executed as an instrument governed by the internal laws
of the State of Delaware.
Very truly yours,
XXXXXXXX STREET PRODUCTIONS, LLC
By: Address:
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Name:
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Title:
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MRCo., Inc.
By: Address:
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Name:
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Title:
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Address:
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XXXXXX XXXXXX, individually
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Address:
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XXXXX XXXXXX, individually
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