Exhibit 7.5
-----------
VOTING AGREEMENT
----------------
Voting Agreement, dated as of December 20, 1996 (this "Agreement"),
among Xxxxxx Xxxxxx ("Xxxxxx"), Xxxxx Xxxxxx, Xxxx Capital, Inc., BCI Growth
III, L.P., BCI Growth IV, L.P. ("BCI IV"), BT Capital Partners, Inc. ("BTC"),
U.S. Equity Partners, L.P., U.S. Equity Partners (Offshore), L.P., Cypress
Ventures, Inc. ("CVI") and Xxxxxxxxxxx & Co. Inc. ("WCI"; individually a
"Participating Party", and collectively the "Participating Parties") and Xxxxx
Xxxxxxxx, X. Xxxxxx Xxxxxx, Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxx, Xxxxxx X. Xxxxxx,
Xxxxxxx Xxxxx (individually a "Terminating Party", and collectively with the
Participating Parties, "Parties"), each of which are record or beneficial owners
of Common Stock, par value $.0001 per share ("Common Stock"), of Alliance
Entertainment Corp., a Delaware corporation (the "Company").
WHEREAS, pursuant to a Purchase Agreement dated as of December 20,
1996, among WCI, BTC and the Company (the "Purchase Agreement"), CVI will
receive shares of Series B Convertible Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock"), and WCI has entered into a standby
purchase commitment in connection with a rights offering for
-2-
Series C Convertible Preferred Stock, par value $0.01 per share (the
"Series C Preferred Stock"), of the Company,
WHEREAS, the Participating Parties are the owners of, or by
proxy or otherwise exercise irrevocable voting control over shares of
Common Stock of the Company as set forth in Attachment A hereto,
WHEREAS, the Parties wish to terminate that certain Voting
Agreement dated as of August 15, 1996 (the "August 15th Voting Agreement")
among the stockholders and optionholders thereto and that certain Voting
Agreement dated as of July 16, 1996 (the "July 16th Voting Agreement")
among the stockholders and optionholders thereto; and
WHEREAS, BTC and BCI IV desire to revoke their proxy granted to
Xxxxxx pursuant to Section 3(b) of that certain Inducement Agreement dated
July 16, 1996 (the "Inducement Agreement") among BTC, BCI IV and Xxxxxx.
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants and agreements hereinafter contained, the Parties
hereby agree as follows:
1. Termination of Prior Voting Agreements. The July 16th
--------------------------------------
Voting Agreement and the August 15th Voting Agreement
-3-
(other than paragraph 4 of the August 15th Voting Agreement which paragraph
shall remain in full force and effect) are hereby terminated and are no
longer in force or effect.
2. Voting of Shares by Parties. Each Participating Party
---------------------------
agrees to vote all of the shares of Common Stock which are now or hereafter
owned by such Participating Party, beneficially or of record, or which he
or it is entitled to vote by proxy or otherwise, including without
limitation those shares identified on Attachment A hereto, at any 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
and the voting rights of the Series B Preferred Stock and the Series C
Preferred Stock, as set forth in the certificates of designations attached
thereto, and the issuance of the Series B Preferred Stock and the Series C
Preferred Stock pursuant to the Purchase Agreement, and (b) the approval of
the Company's issuance of Common Stock pursuant to any Participating
Party's exercise of any such conversion rights.
-4-
3. Termination of Proxy. BTC and BCI IV hereby terminate
--------------------
and revoke their proxy granted to Xxxxxx pursuant to Section 3(b) of the
Inducement Agreement.
4. 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
Participating Parties 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.
5. Representations of Participating Parties. Each
----------------------------------------
Participating Party hereby represents and warrants that, after the
termination of the July 16th Voting Agreement and the August 15th Voting
Agreement pursuant to Section 1 hereof, (i) such Participating Party owns
and/or has the right to vote the number of shares of the Common Stock set
forth opposite his or its name on Attachment A hereto, (ii) such
Participating Party has full power to enter into this Agreement and has
not, prior to the date of this Agreement, executed or delivered any
-5-
proxy or entered into any other voting agreement or similar arrangement that
would conflict with the purposes or provisions of this Agreement, (iii) such
Participating Party will not take any action inconsistent with the purposes and
provisions of this Agreement and (iv) this Agreement is a valid, binding and
enforceable obligation of such Participating Party.
6. Enforceability. Each Party 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.
7. Benefit. This Agreement shall be binding upon and inure
-------
to the benefit of the respective Parties hereto and their successors.
8. 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.
9. 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.
-6-
IN WITNESS WHEREOF, the Parties have executed this Agreement as
of the date first above written.
Participating Parties:
---------------------
/s/ Xxxxxx Xxxxxx
--------------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
--------------------------------------------
Xxxxx Xxxxxx
XXXX CAPITAL, INC.
By:
----------------------------------------
Name:
Title:
BCI GROWTH III, L.P.
By:
----------------------------------------
Name:
Title:
BCI GROWTH IV, L.P.
By:
----------------------------------------
Name:
Title:
-7-
BT CAPITAL PARTNERS, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Managing Director
U.S. EQUITY PARTNERS, L.P.,
by its general partner,
W.P. Management Partners, L.L.C.
By: /s/ X. Xxxxxxxx Xxxxxxx
----------------------------------------
Name: X. Xxxxxxxx Xxxxxxx
Title: Managing Director
U.S. EQUITY PARTNERS (OFFSHORE),
L.P., by its general partner,
W.P. Management Partners, L.L.C.
By: /s/ X. Xxxxxxxx Xxxxxxx
----------------------------------------
Name: X. Xxxxxxxx Xxxxxxx
Title: Managing Director
XXXXXXXXXXX & CO., INC.
By: /s/ X. Xxxxxxxx Xxxxxxx
----------------------------------------
Name: X. Xxxxxxxx Xxxxxxx
Title: Managing Director
CYPRESS VENTURES, INC.
By: /s/ X. Xxxxxxxx Xxxxxxx
----------------------------------------
Name: X. Xxxxxxxx Xxxxxxx
Title: Managing Director
-8-
Terminating Parties:
-------------------
/s/ Xxxxx Xxxxxxxx
___________________________
Xxxxx Xxxxxxxx
/s/ R. Xxxxxx Xxxxxx
___________________________
R. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxxxx
___________________________
Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxx
___________________________
Xxxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxxx
___________________________
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxx
___________________________
Xxxxxxx Xxxxx
Attachment A
------------
Common Stock
------------
Xxxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxx Capital, Inc.
BCI Growth III, L.P.
BCI Growth IV, L.P.
BT Capital Partners, Inc.
U.S. Equity Partners, L.P.
U.S. Equity Partners (Offshore),
L.P.
Cypress Ventures, Inc.
Xxxxxxxxxxx & Co., Inc.
