NATIONAL LAMPOON, INC. __________ Shares of Common Stock (Par Value $.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2005 • National Lampoon Inc • Services-motion picture & video tape production • New York
National Lampoon, Inc., a Delaware corporation (the “Company”), and James P. Jimirro (the “Selling Shareholder”) confirm their respective agreements with Merriman Curhan Ford & Co. (“Merriman or the “Representative”) and The Shemano Group, Inc. (“Shemano” and collectively with Merriman, the “Underwriters”, unless the context is otherwise), pursuant to this underwriting agreement (the “Agreement”), with respect to (i) the sale of an aggregate of ___________________ (_________) shares of common stock of the Company, par value $.0001 per share (the “Common Stock”), of which _____ shares of Common Stock will be sold by the Company and 200,000 shares of Common Stock will be sold by the Selling Stockholder (the “Selling Stockholder Shares”) and (ii) the grant by the Company to the Underwriters of the option referred to in Section 3(c) hereof to purchase an aggregate of not more than an additional ___________________________ (_________) shares of Common Stock, for the purpose of covering over
WARRANT AGREEMENTWarrant Agreement • July 5th, 2005 • National Lampoon Inc • Services-motion picture & video tape production • New York
WARRANT AGREEMENT (this “Agreement”) dated as of June __, 2005, between National Lampoon, Inc., a Delaware corporation (the “Company”), and Merriman Curhan Ford & Co. (the “Underwriter”).
