0001104659-04-037797 Sample Contracts

FORM OF STOCKHOLDER’S AGREEMENT
Stockholder's Agreement • November 30th, 2004 • Oa3, LLC • Services-direct mail advertising services • New York

This STOCKHOLDER’S AGREEMENT, dated as of , 2004 (this “Agreement”), is made and entered into by and among Source Interlink Companies, Inc., a Missouri corporation (“Source”) and AEC Associates, L.L.C., a Delaware limited liability company (“AEC Associates” or “Stockholder”).

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AGREEMENT TO FILE SCHEDULE 13D JOINTLY (as required by Item 7 of Schedule 13D)
Agreement to File Schedule 13d Jointly • November 30th, 2004 • Oa3, LLC • Services-direct mail advertising services

The undersigned persons hereby agree that reports on Schedule 13D, and any amendments thereto, may be filed in a single statement on behalf of all such persons, and further, each such person designates Robert P. Bermingham as its agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it with the Securities and Exchange Commission.

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