Exhibit 3
NATIONAL MEDIA CORPORATION
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SHAREHOLDERS' AGREEMENT
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TABLE OF CONTENTS
PAGE
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1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1 "Holders". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 "Investor Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Restrictions on Transfer of Shares by The Members . . . . . . . . . . . . . . .2
3. Assignments and Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . .3
4. Legend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
5. Effect of Change in Company's Capital Structure . . . . . . . . . . . . . . . .4
6. Creation of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
7. Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
8. Investment Representation . . . . . . . . . . . . . . . . . . . . . . . . . . .5
9. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
9.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . .5
9.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
9.3 No Waivers; Rights and Remedies Cumulative . . . . . . . . . . . . . . . .5
9.4 Survival of Representations and Warranties . . . . . . . . . . . . . . . .5
9.5 Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . . . .5
9.6 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. . . . . .5
9.7 Counterparts; Facsimile Signatures . . . . . . . . . . . . . . . . . . . .6
9.8 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
9.9 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . .7
9.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
9.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
9.12 Remedy for Breach. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
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SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT, dated as of October 23, 1998 (the
"Agreement"), is entered into by and among National Media Corporation, a
Delaware corporation ("NMC") and the other persons described on the signature
pages hereof ("Members" or "Member").
RECITALS
WHEREAS, the Members of NM Acquisition Co., LLC, a Delaware limited
liability company ("ACO") entered into that certain Operating Agreement,
dated as of August 10, 1998 (the "Operating Agreement"), pursuant to which
(i) ACO entered into that certain Stock Purchase Agreement, dated as of
August 12, 1998, by and among ACO, Capital Ventures International, a Cayman
Islands company ("CVI") and RGC International Investors, a Cayman Islands
limited duration company ("RGC"), pursuant to which ACO purchased from CVI
and RGC, in the aggregate, 10,000 shares of Series D Convertible Preferred
Stock of NMC ("Series D Stock") and warrants to purchase 992,942 shares of
Common Stock of NMC ("Warrants"); (ii) ACO and NMC entered into that certain
Stock Purchase Agreement, dated as of August 11, 1998, pursuant to which ACO
is to purchase from NMC 20,000 shares of Series E Preferred Stock of NMC
("Series E Stock");
WHEREAS, the Members desire to enter into an agreement governing
their respective ability and right to Transfer (as defined below in Section
2.1) the Investor Stock (as defined below in Section 1.2)
WHEREAS, ACO, the Members and NMC desire to set forth certain
rights and restrictions related to the ownership and disposition of their
respective beneficial ownership interests in the Investor Stock;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties mutually agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:
1.1 "HOLDERS" means the Members or persons who have acquired shares
from any of such persons or their transferees or assignees in accordance with
the provisions of this Agreement.
1.2 "INVESTOR STOCK" means (i) the Series D Stock, (ii) the Series E
Stock, (iii) the Common Stock issuable or issued upon conversion of the Series
D Stock, (iv) the Common Stock issuable or issued upon conversion of the Series
E Stock, (v) the Warrants,
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(vi) the Common Stock issuable or issued upon exercise of the Warrants, and
(vii) any Common Stock of NMC issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange for or in
replacement of the shares referenced in (i), (ii), (iii), (iv), (v) and (vi)
above.
2. RESTRICTIONS ON TRANSFER OF SHARES BY THE MEMBERS.
2.1 Except as otherwise provided in this Agreement, no Member may
sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of
in any way, all or any part of or any interest in any or all of the Investor
Stock now or hereafter owned or held by the Members (hereinafter referred to as
a "Transfer"). Any Transfer of Investor Stock not made in conformance with this
Agreement shall be null and void, shall not be recorded on the books of NMC and
shall not be recognized by NMC.
2.2 Subject to Section 2.3 of this Agreement, for a period ending on
the first anniversary of the date of this Agreement, each Member may Transfer up
to 50% of the Investor Stock, other than the Series E Stock, held by the Member
on the date of this Agreement.
2.3 No Member shall Transfer more than 25% of the Investor Stock
referred to in Section 2.2 above in any of the following three month periods:
(a) the period beginning on the date of this Agreement and ending on
November 11, 1998, (b) the period beginning on November 12, 1998 and ending on
February 11, 1999, (c) the period beginning on February 12, 1999 and ending on
May 11, 1999, or (d) the period beginning on May 12, 1999 and ending on
August 11, 1999 (each, a "Quarter"); provided, however, that any shares of
Investor Stock which were permitted to be sold in any Quarter and which were not
so sold will be added to the number of shares of Investor Stock permitted to be
sold by it in any subsequent Quarter up to a maximum of 50% of the Investor
Stock referred to in Section 2.2 above.
2.4 No Member shall Transfer any Series E Stock, or convert any
Series E Stock into Common Stock, prior to the first anniversary of this
Agreement.
2.5 Notwithstanding the provisions contained in the Certificate of
Designations, Preferences and Rights of Series D Stock of NMC (the "Certificate
of Designations"), the "Conversion Price" (as such term is used in the
Certificate of Designations) shall equal $1.073125 (subject to adjustment as
described in the Certificate of Designations) and each Member waives (for
themselves, their successors, assigns and transferees) their right to convert
such shares at the Variable Conversion Price. As a condition to the Transfer of
any Investor Stock to any other person or entity (other than NMC) (each, a
"Transferee") by any of the Members, such Transferee shall be required to
execute an instrument reasonably satisfactory to NMC (in form and substance)
pursuant to which such Transferee agrees to be bound by the terms and conditions
of this Agreement as if such Transferee was a party to this Agreement.
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2.6 The provisions of Sections 2.2, 2.3 and 2.4 shall not apply to
any Transfer where the seller and buyer are both parties to this Agreement.
3. ASSIGNMENTS AND TRANSFERS.
Any attempt by a Member to Transfer Investor Stock in violation of
Section 2 hereof shall be void and NMC shall not effect such a transfer nor will
it treat any alleged transferee(s) as the holder of such shares.
4. LEGEND.
4.1 SERIES D STOCK. Each replacement certificate for Series D Stock
now owned by each and every Member or any subsequent transferees, successors and
assigns of each and every Member shall bear the following legends upon its face:
"The ownership, transfer, encumbrance, pledge, assignment,
or other disposition of this certificate and the shares of
stock represented thereby, are subject to the restrictions
contained in a Shareholders' Agreement, a copy of which is
on file at the office of NMC."
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"1933 Act") and may not be sold, offered for sale, pledged
or hypothecated in the absence of (i) an effective
registration statement as to the securities under the 1933
Act and an effective registration or qualification of such
securities for sale under applicable state securities law;
or (ii) an opinion of counsel satisfactory to the
corporation that such registration and qualification is not
required."
"The conversion terms contained in the Certificate of
Designation for the Series D Convertible Preferred Shares
are subject to a contract between all of the holders of such
shares and National Media Corporation (the "Company") dated
August 10, 1998 (the "Agreement") which provides that the
conversion price shall be $1.073125, subject to adjustment
and termination under certain circumstances. Each person
who acquires an interest in the shares represented by this
Certificate takes subject to this modification and is
required by the Agreement to have each certificate for
Shares marked with this legend, and each such person may
inspect the relevant portion of the Agreement at the office
of the Company."
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4.2 SERIES E STOCK. Each replacement certificate for Series E Stock
now owned by each and every Member or any subsequent transferees, successors and
assigns of each and every Member shall bear the following legends upon its face:
"The shares of stock represented by this certificate are
subject to the Agreement among the shareholders dated
October __, 1998 (the "Agreement"). Among other things, the
Agreement contains restrictions on the transfer of such
shares. Any attempted transfer of such shares in violation
of the Agreement will be null and void and of no effect."
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"1933 Act") and may not be sold, offered for sale, pledged
or hypothecated in the absence of (i) an effective
registration statement as to the securities under the 1933
Act and an effective registration or qualification of such
securities for sale under applicable state securities law;
or (ii) an opinion of counsel satisfactory to the
corporation that such registration and qualification is not
required."
5. EFFECT OF CHANGE IN COMPANY'S CAPITAL STRUCTURE. If, at any time on
or after the date of this Agreement, the number of outstanding shares of any
class of NMC securities comprising the Investor Stock is increased by a stock
split, stock dividend, combination, reclassification or other similar event or
change in the capital structure of NMC, the Investor Stock shall be
proportionately reduced, or if the number of such outstanding shares is
decreased by a reverse stock split, combination or reclassification of shares,
or other similar event or change in the capital structure of NMC, the Investor
Stock shall be proportionately increased.
6. CREATION OF PROXY. Upon the execution of this Agreement, each Member
hereby agrees to execute an irrevocable proxy in favor of Temporary Media Co.,
LLC, a Delaware limited liability company ("TMC"), in the form attached hereto
as EXHIBIT A.
7. DISSOLUTION. The Members hereby agree to dissolve ACO in accordance
with and pursuant to Section 18-801 of the Delaware Limited Liability Company
Act.
8. INVESTMENT REPRESENTATION. Each and every Member hereby confirms,
that the Investor Stock to be issued to the Member will be acquired for
investment for the Member's own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that the Member
has no present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, the Member further
represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Investor Stock.
Further, each and every Member understands that ACO will rely on the
representations contained in this Section 8 in
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connection with the distribution of the Investor Stock to its Members
following ACO's dissolution.
9. MISCELLANEOUS.
9.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective transferees, successors and assigns of the parties
hereto (including transferees of any shares of Investor Stock). Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
9.2 NOTICES. All notices, requests, and other communications to any
party under this Agreement shall be in writing and shall be given to such party
at its address or facsimile number set forth on the signature pages hereof or
such other address or telex or facsimile number as such party may hereafter
specify for the purpose of notice to the other parties. Each such notice,
request or other communication shall be effective: (a) if given by facsimile,
when such facsimile is transmitted to the facsimile number, as applicable,
specified in this Section and the party sending the facsimile has telephonically
confirmed its receipt, (b) if given by registered or certified mail, return
receipt requested, 72 hours after such communication is deposited in the mails
with postage prepaid, addressed as aforesaid or (c) if given by any other means,
when delivered at the address specified in this Section.
9.3 NO WAIVERS; RIGHTS AND REMEDIES CUMULATIVE. No failure or delay
by any Holder in exercising any right, power, or privilege under this Agreement
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power, or privilege. The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided by
law.
9.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in, pursuant to or in connection with this Agreement shall
survive the execution and delivery of this Agreement.
9.5 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
9.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
(a) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
MADE IN THE STATE OF CALIFORNIA AND THE VALIDITY, CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
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ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.
(b) JURISDICTION AND VENUE. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN LOS ANGELES
COUNTY TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES HERETO HEREBY WAIVE ANY
RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT
TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SUBSECTION (b) AND STIPULATE THAT SUCH COURTS SHALL HAVE IN PERSONAM
JURISDICTION AND VENUE OVER EACH SUCH PARTY FOR THE PURPOSE OF LITIGATING ANY
SUCH DISPUTE, CONTROVERSY, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE OF PROCESS
SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST THE COMPANY MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS
SPECIFIED FOR NOTICES PURSUANT TO SECTION 7.2.
(c) WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT THEY MAY
LEGALLY DO SO, THE PARTIES TO THIS AGREEMENT HEREBY EXPRESSLY WAIVE ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING
ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR IN ANY WAY CONNECTED WITH,
OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT
TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES TO THIS
AGREEMENT HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR
PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SUBSECTION (c) WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES
HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.
9.7 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Delivery of an executed counterpart of the signature page to this Agreement by
facsimile shall be effective as delivery of a manually executed counterpart of
this Agreement, and any party delivering an executed counterpart of the
signature page to this Agreement by facsimile to any other party shall
thereafter also promptly deliver a manually executed counterpart of this
Agreement to such other party, but the failure to deliver such manually executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.
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9.8 EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
9.9 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of NMC and the Holders of a
majority of the Investor Stock then outstanding. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of
any Investor Stock then outstanding, each future holder of all such Investor
Stock, and NMC.
9.10 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
9.11 ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.
9.12 REMEDY FOR BREACH. NMC hereby acknowledges that in the event of
any breach or threatened breach by any Member of any of the provisions of this
Agreement, the Holder would have no adequate remedy at law and could suffer
substantial and irreparable damage. Accordingly, NMC, each and every Member and
ACO hereby agree that, in such event, the Holder shall be entitled, without the
necessity of proving damages or posting bond, and notwithstanding any election
by Holder to claim damages, to obtain temporary and/or permanent injunction,
without proving a breach thereof, to restrain any such breach
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or threatened breach or to obtain specific performance of any such
provisions, all without prejudice to any and all other remedies which any
Holder may have at law or in equity.
IN WITNESS WHEREOF, this Agreement has been duly executed effective as of
the date and year first above written.
NMC: NATIONAL MEDIA CORPORATION,
a Delaware corporation
By
--------------------------------------
Name:
Title:
Address for Notices:
0000 Xxxxxx Xxxxxx
00 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TMC: TEMPORARY MEDIA, CO., LLC,
a Delaware limited liability company
By
---------------------------------------
Name:
Title: Managing Member
Address for Notices:
c/o Quantum Television
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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MEMBERS:
XXXXXXXXXX XXXXXXXX XXXX X. XXXXX CHARITABLE
FAMILY TRUST REMAINDER TRUST
By: By:
--------------------------- -----------------------------
Xxxxxxx Xxxxxxxx Xxxx X. Xxxxx
Address for Notices: Address for Notices:
c/o Xxxxxxx Xxxxxxxx c/o Xxxx X. Xxxxx
0000 Xxxxxxxx Xxxx 000 Xxxxxxxxxx Xxxx
Xxxx, XX 00000-0000 Xxxxxxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
------------------------------ ---------------------------------
XXXXX XXXXXXX XXXX XXXXX
Address for Notices: Address for Notices:
0000 Xxxxxx Xxxxxx, #00X 00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
------------------------------ ---------------------------------
XXXXXXX X. XXXXXX XXXX X. XXXXX
Address for Notices: Address for Notices:
00000 Xxxxxxx Xxxxx 000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
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XXXXXX X. XXXXXXXX XXXX XXXXX
Address for Notices: Address for Notices:
000 Xxxxx Xxxxxxxx Xxxxx 0000 Xxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000 Xxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
------------------------------ ---------------------------------
XXXX XXXXXX XXXXX XXXXXXX, individually and
as attorney-in-fact for Xxxxx Xxxxxxx
Address for Notices: Address for Notices:
0000 Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000 Xxxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000, ext. 2101 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
ESSANESS/NM PARTNERS TALISMAN CAPITAL OPPORTUNITY
FUND LTD.
By: By:
--------------------------- ------------------------------
Address for Notices: Address for Notices:
38045 Via Fortuna c/o Xxxxx Xxxxxxx
Xxxx Xxxxxxx, XX 00000 00000 Xx Xxxxxx Xxxxx, Xxxxx 000
Telephone: (000) 000-0000 Xxxxxx Xxxx, XX 00000
Facsimile: (760) ___-____ Telephone: (000) 000-0000
Facsimile: (000) 000-0000
10
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XXXXXX XXXXX D. XXXXX XXXXXXXXX
Address for Notices: Address for Notices:
c/o Capstar Broadcasting Partners 4301 Michaels Cove
000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000
Xxxxxx, XX 00000 Telephone: (000) 000-0000
Telephone: (000) 000-0000 Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
JACOR COMMUNICATIONS, INC. XXXXXX/XXXXXXX INTERNATIONAL
By: By:
--------------------------- ------------------------------
Address for Notices: Address for Notices:
c/o Xxxxxx Xxxxxxxx c/o Gruber/XxXxxxx Capital Management
00 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, attn: Xxxxxxxxx Xxxxxx
00xx Xxxxx 00 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
DOTCOM PARTNERS, LLC S/L TRILLING TRUST
By: By:
--------------------------- ------------------------------
Xxxxxxx Xxxxxxxx, individually and
as attorney-in-fact for Xxxxx Xxxxxxxx
Address for Notices: Address for Notices:
c/o Xxxxx X. Xxxxx 000 Xxxxxxxx Xxxxxx
0 Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxx Xxxxxx, XX 00000
Xxxxxxx, XX 00000 Telephone: (000) 000-0000
Telephone: (000) 000-0000 Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
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XXXX XXXXX NM PARTNERS, LLC
By:
------------------------------
Address for Notices:
c/o Xxxxxxx X. Xxxxxx
Xxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
HAMARAT/XXXXX PARTNERS, LP
By:
------------------------------
Address for Notices:
c/o Xxxxx X. Xxxxxxx
0000 XXX Xxxxxxx, #000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
LAGUNITAS PARTNERS, L.P.
By:
------------------------------
Address for Notices:
c/o Gruber/McBaine Capital Management
attn: Xxxxxxxxx Xxxxxx
00 Xxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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------------------------------ ---------------------------------
XXXXXX XXXXXX XXXX XXXXXXXXXX
Address for Notices: Address for Notices:
00000 Xxxxxx Xxxx 0000 Xxxxx Xxxxx
Xxx Xxxxxxx, XX 00000 Xxxxxxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (310) Facsimile: (310)
------------------------------ ---------------------------------
XXXXXXX XXXXX XXXXXX XXXXXXX XXXXX
Address for Notices: Address for Notices:
0000 Xxxxxxx Xxx., #000 0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxx Xxx, XX 00000 Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
------------------------------ ---------------------------------
XXXX XXXXXXX XXXXXXX XXXXXXX
Address for Notices: Address for Notices:
00 Xxxxx Xxxx Xxxxxx 15 Compo Hill Avenue
Westport, CT 06880 Xxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (203) Facsimile: (203)
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XXXXXXX XXXXXXX XXXXXXX XXXXXXXXXX
Address for Notices: Address for Notices:
000 0xx Xxxxxx 0000 Xxxxxx Xxxxx
Xxxx Xxxxx, XX 00000 Xxxxxxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (310)
Facsimile: (000) 000-0000 Facsimile: (310)
XXXXX XXXXX INC.
RETIREMENT TRUST
By
---------------------------- ---------------------------------
Xxxxx Xxxxx XXXXX BODENCHACK
Address for Notices: Address for Notices:
000 Xxxxx Xxxxxxxx Xxxxx 0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (212)
Facsimile: (000) 000-0000 Facsimile: (212)
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XXXXXXXX X. XXXXX XXXXXX X. XXXXX
Address for Notices: Address for Notices:
00 Xxxx Xxxxxxxxxxx Xxxx., 00xx floor 0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
------------------------------ ---------------------------------
XXXXXX X. XXXXXXXX XXXXXXX XXXXXXXX
Address for Notices: Address for Notices:
0000 Xxxxxx Xxxxx Xxxx c/o Joyva Corporation
Xxxxxxxxxx, XX 00000 00 Xxxxxx Xxxxxx
Xxxxxxxxx: Xxxxxxxx, XX 00000
Facsimile: Telephone:
Facsimile:
------------------------------ ---------------------------------
XXXXX X. XXXXXXXXX XXXXXXX XXXXXXX XXXXXXX
Address for Notices: Address for Notices:
0000 Xxxx Xxxxxxx 000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
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XXXXX XXXXX XXXXX XXXXXXXX
Address for Notices: Address for Notices:
0000 Xxxxxx Xxxxx Xxxxx c/o Joyva Corporation
Xxxxxxx, XX 00000 00 Xxxxxx Xxxxxx
Xxxxxxxxx: Xxxxxxxx, XX 00000
Facsimile: Telephone:
Facsimile:
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XXXXXX XXXXXXXX XXXXXXXX XXXXXX
Address for Notices: Address for Notices:
c/o Joyva Corporation 000 Xxxxxxxx Xxxx
00 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000
Xxxxxxxx, XX 00000 Telephone:
Telephone: Facsimile:
Facsimile:
XXXXXXX XXXXXXXXX TRUST FIFTH THIRD BANK TR
By By
------------------------------ -------------------------------
Address for Notices: Address for Notices:
0000 Xxxxx Xxxxxxxxx Xxxxx, #00X 00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000 M.D. #1090C4
Telephone: Xxxxxxxxxx, XX 00000
Facsimile: Telephone:
Facsimile:
16
EFFREY A. WELLECK REVOCABLE R. XXXXXXXXXXX XXXXX/
TRUST U/A/D XXXXX XXX XXXXXXX
JTWROS
By By
------------------------------ -------------------------------
Xxxxxxx X. Welleck, Trustee R. Xxxxxxxxxxx Xxxxx
By
-------------------------------
Xxxxx Xxx XxXxxxx
Address for Notices: Address for Notices:
0000 Xxxxxxxx Xxxx 000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000 Xxxxxxxxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
17
XXXXXX LIVING TRUST U/T/D 10/30/90 THE XXXXXX FAMILY TRUST
By By
------------------------------ -------------------------------
Xxxxx Xxxxxx, Trustee Xxxx Xxxxxx, Trustee
Address for Notices: Address for Notices:
000 00xx Xxxxxx 0000 Xxxxxxxx Xxx
Xxxxx Xxxxxx, XX 00000 Xxx Xxxxx, Xxxxxx 00000
Telephone: Telephone:
Facsimile: Facsimile:
------------------------------ ---------------------------------
XXXXXX XXXXX XXXXX X. KITCHLIN
Address for Notices: Address for Notices:
0000 Xxxxx Xx. 0000 Xxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000-0000 Xxxxxxxx Xxxxxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
18
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XXXXXX X. XXXXXX XXXXX XXXX
Address for Notices: Address for Notices:
000 Xxxxxxxx Xxx., #00X 00000 Xxxxxx Xxx Xxx
Xxx Xxxx, XX 00000 Xxxxxxx Xxxxxxxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
------------------------------ ---------------------------------
XXXXXXX X. XXXXXXX XXXXXX XXX
Address for Notices: Address for Notices:
000 00xx Xxxxxx, #0 0000 Xxxxxxxx Xxxx.
Xxxxx Xxxxxx, XX 00000 Xxxxxxxxxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
19
------------------------------ ---------------------------------
XXXXX XXXXXXXX XXXXXXX X. XXXXXX
Address for Notices: Address for Notices:
00000 XX 00xx Xxxxx 000 Xxxxxxx Xxxx
Xxxxx, XX 00000 Xxxx Xxxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
------------------------------ ---------------------------------
XXXXXXX XXXXX XXXXX XXXXXX
Address for Notices: Address for Notices:
00 Xxxxxxxx Xxxx 000 Xxxx 00xx Xxxxxx, Xxx. 00X
Xxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
20
------------------------------ ---------------------------------
XXXXX XXXXXX XXXXXX XXXXXXXXXX
Address for Notices: Address for Notices:
000 Xx. Xxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
------------------------------ ---------------------------------
XXXX XXXXXX XXXX XXXXXXXXXX
Address for Notices: Address for Notices:
00 Xxxxxxxxx Xxxx 000 Xxxx 00xx Xxxxxx, Xxx. 0X
Xxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Telephone: Telephone:
Facsimile: Facsimile:
21
Exhibit A
NATIONAL MEDIA CORPORATION
IRREVOCABLE PROXY
The undersigned hereby grants to Temporary Media Co., LLC, a Delaware
limited liability company ("TMC"), an irrevocable proxy, with full power of
substitution, to vote, or to execute and deliver written consents or otherwise
act with respect to, all shares of capital stock (the "Stock") of National Media
Corporation ("NMC") now owned or hereafter acquired by the undersigned as fully,
to the same extent and with the same effect as the undersigned might or could do
under any applicable laws or regulations governing the rights and powers of
stockholders of a Delaware corporation in connection with the election of
directors of NMC. The undersigned hereby affirms that this proxy is given as a
condition of that certain Shareholders Agreement dated as of October 23, 1998,
between the undersigned, NMC, TMC and others and as such is coupled with an
interest and is irrevocable. This proxy shall expire at 5:00 p.m. Pacific Time
on October 26, 1999. All proxies heretofore given are hereby revoked. Neither
the death nor incapacity of the undersigned nor any transfer or assignment of
any Stock shall cause a revocation of this proxy.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 23rd day of October, 1998.
------------------------------------------
(Signature of Stockholder)
