EXHIBIT 10.30
STOCKHOLDERS AGREEMENT
Dated _______, 1999
The parties to this agreement are YouthStream Media Networks, Inc.,
a Delaware corporation (the "Company"), Xxxxxxxx Xxxxx ("Xxxxx"), Xxxxxxx
Xxxxxxxx ("Xxxxxxxx"), Xxxx Xxxxxx ("Xxxxxx"), Xxxxxx X. Xxxxx, individually
("Xxxxx"), and Xxxxxx X. Xxxxx, as voting trustee (the "Trustee") under a voting
trust agreement dated this date (the "Voting Trust Agreement") among the
Company, Bassi, Xxxxxxxx and Xxxxxx and the Trustee. Bassi, Xxxxxxxx and Xxxxxx
are collectively referred to as the "CP Stockholders" and the CP Stockholders
and Xxxxx are collectively referred to as the "Stockholders."
The Company has today acquired, in exchange for shares of the
Company's common stock, $.01 par value ("Shares"), all of the outstanding shares
of Network Event Theater, Inc., a Delaware corporation of which Xxxxx was a
shareholder, and all of the membership interests of Common Places, LLC (other
than membership interests owned by Network Event Theater, Inc.), a Delaware
limited liability company of which the CP Stockholders were members. Xxxxx
acquired in the transaction _____ Shares, and Bassi, Xxxxxxxx and Xxxxxx
acquired in the transaction ________, ______ and __________ Shares,
respectively. Xxxxx owns of record and beneficially all of the Shares acquired
by him in the transaction. Each of the CP Stockholders has transferred to the
Trustee pursuant to the Voting Trust Agreement record ownership and voting
rights to 50% of the Shares acquired by him in the transaction and has retained
record and beneficial ownership of the balance of the shares acquired by him in
the transaction.
The parties agree as follows:
1. Directors
1.1 Election.
(a) During the period commencing on this date and ending
on the third anniversary of this date (or any earlier date upon which Bassi
ceases to beneficially own more than 10% of the number of Shares he so owns on
the date of this agreement), Xxxxx, individually and as the Trustee, shall vote
all Shares owned by him of record or beneficially, and shall take all other
action incidental to that vote that Bassi reasonably requests, to cause the
election to the Company's board of directors of Bassi and one other individual
nominated by Bassi.
(b) During the period commencing on this date and ending
on the third anniversary of this date (or any earlier date upon which Xxxxx
ceases to beneficially own more than 10% of the number of Shares he so owns on
the date of this agreement (excluding any Shares owned of record pursuant to the
Voting Trust Agreement)), each of the CP Stockholder shall vote all Shares owned
by him of record or beneficially (to the extent such Shares are not subject to
the Voting Trust Agreement), and shall take all other action that Xxxxx
reasonably requests, to cause
the election to the Company's board of directors of Xxxxx and all such other
individuals as Xxxxx may nominate (so that, subject to election by the Company's
stockholders, Xxxxx and his nominees shall constitute at least a majority of the
Company's board of directors).
For the purpose of this provision, beneficial ownership shall be
determined in accordance with the rules under the Securities Exchange Act of
0000 (xxx "Xxxxxxxx Xxx").
1.2 Removal; Vacancies.
(a) If, during the period any party is entitled to
nominate directors pursuant to section 1.1, Bassi or Xxxxx gives notice to the
other parties to this agreement of his wish to remove a director previously
nominated by him and elected in accordance with section 1.1, each of the other
parties shall vote all Shares owned by him of record or beneficially in favor of
removing that director and shall take all other action incidental to that vote
as Bassi or Xxxxx, as the case may be, reasonably requests to cause that
director to be removed.
(b) If, during the period any party is entitled to
nominate directors pursuant to section 1.1, any director previously nominated
and elected pursuant to section 1.1 ceases to hold office, the party that
nominated the director who ceased to hold office promptly shall nominate an
individual to fill the vacancy so created for the unexpired term, and each of
the other parties shall vote all Shares owned by him of record or beneficially
to cause the individual so nominated to be elected to fill the vacancy and shall
take all other action incidental to that vote that Bassi or Xxxxx, as the case
may be, reasonably requests.
1.3 Classified Board. At any time the Company's board of
directors is divided into two or more classes, the members nominated by Bassi
shall, to the extent practicable, be included in the respective classes in the
same manner as are the members nominated by Xxxxx. The classification of the
board of directors shall not change the number of directors a party otherwise is
entitled to nominate pursuant to this agreement.
2. Stockholder Action. It is contemplated that Bassi and the other
CP Stockholders and Xxxxx will consult with each other and act cooperatively in
seeking to maximize the value of their interests as stockholders of the Company,
and that prior to voting on any matter submitted to shareholder vote, and prior
to taking any other action as shareholders, they will consult with each other
with respect to the matter and seek to develop a common position. Nevertheless,
Bassi and the other CP Stockholders and Xxxxx each shall have the right to vote
the shares of which he is the record owner and take other action as a
shareholder in the manner he determines in his sole discretion (other than with
respect to the election of directors, as to which section 1 of this agreement
shall apply), except that, other than in cooperation with Xxxxx and with his
prior written consent, neither Bassi nor either of the other CP Stockholders
shall, either alone or acting together with anyone else, (a) seek to place
designees on the Company's board of directors, seek the removal of any member of
the Company's board of directors, or otherwise participate in any election
contest with respect to the Company, except in accordance with section 1, or (b)
make, or announce an intent to make, any tender offer or exchange offer for any
equity securities of the Company or any assets of the Company or any of its
subsidiaries (or solicit, participate in, facilitate or support any effort or
attempt by anyone else to do so) or try to effect any sale, business combination
or other similar transaction involving the Company or any of its subsidiaries
(or
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negotiate or participate with any third party with respect to any such
transaction or with respect to any employment arrangement involving Bassi or
either of the other CP Stockholders).
3. Transfers of Shares
3.1 Transfers to be Made Only as Permitted by This Agreement.
During the period from the date of this agreement through the third anniversary
of the date of this agreement, the Stockholders may not, directly or indirectly,
sell, assign, transfer, pledge or otherwise encumber or dispose of
(collectively, "transfer") any Shares, except as specifically permitted by this
agreement and the Voting Trust Agreement. Any purported transfer in violation of
this agreement shall be void and of no effect.
3.2 Permitted Transfers. The Stockholders may transfer Shares
as follows:
(a) Any Stockholder may at any time transfer some or all
of his Shares to his spouse, to any of his children or grandchildren, to a trust
for the benefit of any one or more of them, or to his estate or other legal
representative (any such person, trust or estate being referred to below as a
member of a "Family Group"), provided that prior to the transfer the proposed
transferee agrees in a writing satisfactory in form and substance to Bassi and
to Xxxxx to be bound by all the terms of this agreement and, in the case of the
CP Stockholders and their respective transferees, the Voting Trust Agreement, as
if the transferee were the transferring Stockholder.
(b) Subject to section 3.2(c), any stockholder may at
any time transfer Shares (i) in a sale pursuant to Rule 144 under the Securities
Act of 1933 (the "1933 Act"), (ii) in a transaction pursuant to another
exemption from registration under the 1933 Act to any purchaser who, together
with the purchaser's affiliates, associates and Family Group members, owns fewer
than 1% of the outstanding Shares immediately prior to that transfer, and (iii)
pursuant to a tender offer, merger or other transaction that has been approved
by the Company's board of directors.
(c) No transfer of Shares may be made by any Stockholder
pursuant to section 3.2(a) or (b) unless (i) the number of Shares that would be
transferred, when aggregated with the number of Shares previously transferred by
that Stockholder and all persons to whom he has transferred shares pursuant to
sections 3.2(a) and 3.2(b) during the six-month period ending on the date of the
proposed transfer does not exceed 10% of the number of Shares beneficially owned
by that Stockholder on the date of this agreement, as set forth in the second
paragraph of this agreement, and (ii) prior to the transfer, the transferor
shall have provided the Company with an opinion of counsel, in form and
substance reasonably satisfactory to the Company, that an exemption from
registration under the 1933 Act applies to the transfer, and (iii) at least 15
days prior to the transfer, the transferor shall have given notice to Xxxxx and
Bassi of the proposed transfer.
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3.3 Legend. As long as any provision of this agreement remains
in effect, each certificate representing Shares shall bear a legend
substantially as follows:
"The shares represented by this certificate are subject to a
stockholders agreement dated ____________, ___, 1999 that
restricts the voting and transfer of the shares, a copy of
which is on file at the office of the Company."
4. Purchase of Shares. During the period from the date of this
agreement through the third anniversary of the date of this agreement, except as
otherwise agreed by Xxxxx and Xxxxx in writing or as contemplated or permitted
by this agreement, neither Xxxxx nor any of the CP Stockholders shall, directly
or indirectly, purchase or otherwise acquire any of the Company's shares, and
none of them shall permit any of his affiliates or associates (as those terms
are defined in the rules under the Exchange Act) to do so.
5. Miscellaneous
5.1 Termination. Notwithstanding anything to the contrary in
this agreement, the provisions of sections 1, 2, 3 and 4 shall terminate upon a
Change of Control of the Company. For this purpose, the term "Change of Control"
means (a) any transaction or series of related transactions in which the
Company's stockholders sell or otherwise transfer their Shares for cash or other
consideration, by merger or otherwise, as a result of which the stockholders of
the Company immediately prior to such transaction or series of related
transactions do not own at least 50% of the outstanding equity securities of the
surviving or resulting entity, or (b) the sale of all or substantially all the
assets of the Company.
5.2 Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the state of New York applicable to
agreements made and to be performed wholly in New York.
5.3 Notices. Any notice or other communication under this
agreement shall be in writing and shall be considered given when delivered
personally or mailed by registered mail, return receipt requested, at the
following address (or at such other address as a party may designate by notice
given to the others):
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if to the Company, the Trustee or Xxxxx, to it or him
at: 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Executive Vice President and
Chief Financial Officer and Xxxxxx X. Xxxxx
if to Xxxxxxxx Xxxxx, to him at
00 Xxxxxxxx Xxxx
Xxxxxxxx, X.X. 00000
Fax No.: (000) 000-0000
if to Xxxxxxx Xxxxxxxx, to him at
0 Xxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Fax No.: (000) 000-0000
if to Xxxx Xxxxxx, to him at:
00 Xxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
Fax No.: (000) 000-0000
with a copy to:
Xxxxxxxx, Xxxxxxx & Xxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxx, Esq.
Fax No.: (000) 000-0000
5.4 Counterparts. This agreement may be executed in
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
5.5 Equitable Relief. The parties acknowledge that the remedy
at law for breach of this agreement would be inadequate and that, in addition to
any other remedy a party may have for a breach of this agreement, that party
shall be entitled to an injunction restraining any such breach or threatened
breach, or a decree of specific performance, without the necessity of showing
actual damages and without any bond or other security being required. The remedy
provided in this section 4.4 is in addition to, and not in lieu of, any other
rights or remedies a party may have.
5.6 Separability. If any provision of this agreement is
invalid or unenforceable, the balance of this agreement shall remain in effect,
and, if any provision is
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inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
5.7 Entire Agreement; Amendments. This agreement contains a
complete statement of all the arrangements among the parties with respect to its
subject matter, supersedes all existing agreements among them with respect to
that subject matter and may not be changed or terminated orally. Any amendment
or modification must be in writing and signed by the Company, Xxxxx and Xxxxx,
provided that no such amendment or modification may adversely affect the rights
or obligations of any CP Stockholder without that party's prior written consent,
unless the amendment or modification similarly affects all CP Stockholders.
YOUTHSTREAM MEDIA NETWORKS, INC.
By:________________________________
___________________________________
Xxxxxx X. Xxxxx, Individually
___________________________________
Xxxxxxxx Xxxxx, Individually
___________________________________
Xxxxxxx Xxxxxxxx, Individually
___________________________________
Xxxx Xxxxxx, Individually.
___________________________________
Xxxxxx X. Xxxxx, As Voting Trustee
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