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EXHIBIT 4
December 11, 1997
Xxxxxx Xxxx Group, Inc.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Xxxxxx Xxxx Group, Inc. Purchase of Shares of
Common Stock of Kings Road Entertainment, Inc.
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Dear Sirs:
The undersigned, the holder on the date hereof of a majority
of the outstanding shares of common stock, $.01 par value per share (the
"Common Stock"), of Kings Road Entertainment, Inc. (the "Company"),
acknowledges that the Company and Xxxxxx Xxxx Group, Inc. ("Xxxxxx Xxxx")
propose to enter into a Stock Purchase Agreement (the "Stock Purchase
Agreement") whereby Xxxxxx Xxxx will purchase 6,374,007 newly-issued shares of
Common Stock, providing Xxxxxx Xxxx with 53% of the shares of Common Stock
outstanding after such issuance by the Company and purchase by Xxxxxx Xxxx. In
recognition of the benefit that such a purchase will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees that, except to the extent permitted in accordance with
the volume limitations of Rule 144 of the Securities Act of 1933, as amended
(the "1933 Act"), for a period of one year from the date of the Stock Purchase
Agreement, the undersigned will not, directly or indirectly, sell, grant any
option 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, any securities convertible into or exchangeable or exercisable 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 promulgated under the
1933 Act); provided, however, that the undersigned may dispose of any and all
shares of Common
