Stock Purchase Agreement - Hollywood Entertainment Corp. and Reel.com iinc.
HOLLYWOOD ENTERTAINMENT CORPORATION
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of July 30, 1998, by and among Hollywood Entertainment Corporation, an Oregon
corporation (the "Company"), and certain stockholders of Reel.com, Inc., a
Delaware corporation ("Reel"), listed on Exhibit A (the "Purchasers").
ARTICLE I
AUTHORIZATION AND SALE OF STOCK
Section 1.1 Sale of the Stock. Subject to the terms and conditions hereof,
at the Closing (as defined below), the Company will issue and sell to each
Purchaser, and each Purchaser will purchase, in the respective amounts set forth
on Exhibit A, an aggregate of 5,000,000 shares of Common Stock from the Company
(the "Stock"), at a purchase price per share of $13.50 this Agreement for an
aggregate purchase price of $67,500,000.00.
ARTICLE II
CLOSING DATE; DELIVERY
Section 2.1 Closing Date. Subject to the satisfaction of the terms and
conditions hereof, the consummation of the purchase and sale of the Stock
hereunder (the "Closing") shall be held at the offices of Brobeck, Phleger &
Harrison LLP at 10:00 a.m., on August 31, 1998 or at such other time and place
as the Company and each Purchaser mutually agree upon in writing (the "Closing
Date").
Section 2.2 Delivery. At the Closing, the Company shall deliver to each
Purchaser a certificate representing the Stock being purchased thereby against
payment of the purchase price therefor by check or by wire transfer to the
Company's bank account.
Section 2.3 Consummation of Closing. All acts, deliveries and confirmations
comprising the Closing regardless of chronological sequence shall be deemed to
occur contemporaneously and simultaneously upon the occurrence of the last act,
delivery or confirmation of the Closing and none of such acts, deliveries or
confirmations shall be effective unless and until the last of same shall have
occurred.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to each Purchaser, at and as of
the date of this Agreement and at and as of the Closing Date, as follows:
Section 3.1 Organization The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Oregon and
has all requisite
<PAGE>
corporate power to own, lease and operate its property and to carry on its
business as now being conducted and is duly qualified or licensed to do business
and is in good standing in each jurisdiction in which the failure to be so
qualified or licensed would have a material adverse effect on the business,
assets (including intangible assets), liabilities, condition (financial or
otherwise), prospects, property or results of operations (a "Material Adverse
Effect") of the Company.
Section 3.2 Valid Issuance of Common Stock; Compliance with Securities
Laws. The Stock, when issued and paid for in accordance with this Agreement will
be duly authorized, validly issued, fully paid, and non-assessable and issued in
compliance with all applicable federal or state securities laws.
Section 3.3 Authority; No Conflict; Required Filings and Consents.
(a) The Company has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement. The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate action on the part of the Company. This
Agreement has been duly executed and delivered by the Company, and constitutes a
valid and binding obligation of the Company, enforceable in accordance with its
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting the
enforcement of creditors' rights generally and by general principles of equity.
(b) The execution and delivery by the Company of this Agreement does
not, and consummation of the transactions contemplated by this Agreement will
not, (i) conflict with, or result in any violation or breach of any provision of
the Articles of Incorporation or Bylaws of the Company, (ii) result in any
violation or breach of, or constitute (with or without notice or lapse of time,
or both) a default (or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of any material benefit) under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, lease,
contract or other agreement, instrument or obligation to which the Company is a
party or by which any of its properties or assets may be bound, or (iii)
conflict or violate any permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to the Company or
any of its properties or assets, except in the case of (ii) and (iii) for any
such conflicts, violations, defaults, terminations, cancellations or
accelerations which would not have a Material Adverse Effect on the Company and
its subsidiaries, taken as a whole.
(c) No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission or
other governmental authority or instrumentality ("Governmental Entity") is
required by or with respect to the Company in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby, except for (i) such consents, approvals, orders, authorizations,
registrations, declarations and filings as may be required under applicable
federal and state securities laws and the laws of any foreign country, and (iii)
such other consents, authorizations,
-2-
<PAGE>
filings, approvals and registrations, including, without limitation, any filings
and compliance with any notice period required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), which, if not
obtained or made, could prohibit the matters covered by this Agreement or could
be expected to have a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole.
Section 3.4 Commission Filings; Financial Statements.
(a) The Company has filed with the Securities and Exchange Commission
(the "Commission") and made available to each Purchaser or its representatives
all forms, reports and documents required to be filed by the Company with the
Commission since December 31, 1996 (collectively, the "Company Commission
Reports"). The Company Commission Reports (i) at the time filed, complied in all
material respects with the applicable requirements of the Securities Act of
1933, as amended, (the "Securities Act"), and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as the case may be, and (ii) did not at
the time they were filed (or if amended or superseded by a filing prior to the
date of this Agreement, then on the date of such filing) contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
(b) Each of the financial statements (including, in each case, any
related notes) contained in the Company Commission Reports, including any such
Report filed after the date of this Agreement until the Closing, complied as to
form in all material respects with the applicable published rules and
regulations of the Commission with respect thereto, was prepared in accordance
with generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as may be indicated in the notes to such
financial statements or, in the case of unaudited statements, as permitted by
Form 10-Q of the Commission) and fairly presented the consolidated financial
position of the Company and its subsidiaries as at the respective dates and the
consolidated results of its operations and cash flows for the periods indicated,
except that the unaudited interim financial statements were or are subject to
normal and recurring year-end adjustments which were not or are not expected to
be material in amount.
Section 3.5 Compliance with Laws. The Company has complied with, is not in
violation of, and has not received any notices of violation with respect to, any
federal, state or local statute, law or regulation with respect to the conduct
of its business, or the ownership or operation of its business, including but
not limited to statutes, laws or regulations relating to the protection of the
environment or concerning the handling, storage, disposal or discharge of toxic
materials (collectively, "Environmental Laws"), except for failures to comply or
violations which would not have a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole.
Section 3.6 Stockholders Consent. No consent or approval of the
stockholders of the Company is required or necessary for the Company to enter
into this Agreement or to consummate the transactions contemplated hereby and
thereby.
-3-
<PAGE>
Section 3.7 Litigation. Except as otherwise disclosed in the Company
Commission Reports, and the Company Disclosure Schedule attached as Exhibit C
hereto, (i) there is no private or governmental action, suit, proceeding, claim,
arbitration or investigation pending before any agency, court or tribunal,
foreign or domestic, or, to the knowledge of the Company or any of its
subsidiaries, threatened against the Company or any of its properties or any of
its officers or directors (in their capacities as such), which, if determined
adversely to the Company, would have a Material Adverse Effect on the Company
and its subsidiaries, taken as a whole, and (ii) there is no judgment, decree or
order against the Company, or, to the knowledge of the Company, after reasonable
investigation, any of its respective directors or officers (in their capacities
as such) relating to the business of the Company, the presence of which would
have Material Adverse Effect with respect the Company and its subsidiaries,
taken as a whole.
Section 3.8 Intellectual Property. Except as disclosed in the Company
Commission Reports, the Company owns or possesses, or reasonably believes that
it can acquire on commercially reasonable terms, adequate licenses or other
rights to use all patents, trademarks, service marks, trade names, copyrights,
technology, software, know-how and trade secrets necessary to conduct the
business now conducted by the Company, and the Company has not received any
notice of infringement of or conflict with (and knows of no such infringement of
or conflict with) asserted rights of others with respect to any patents,
trademarks, service marks, trade names, copyrights, technology, know-how or
trade secrets that would result in a Material Adverse Effect; and, to the
Company's knowledge, the discoveries, inventions, products, services or
processes used in the Company's business do not, infringe or conflict with any
right or patent of any third party, or any discovery, invention, product or
process which is the subject of a patent application filed by any third party,
which infringement or conflict would result in a Material Adverse Effect.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser hereby represents and warrants to the Company, at and as of
the date of this Agreement and at and as of the Closing, as follows:
Section 4.1 Authority. Each Purchaser has now, and will have at the Closing
Date, all requisite legal and corporate power to enter into this Agreement, to
purchase the Stock hereunder, and to perform its obligations under the terms of
this Agreement.
Section 4.2 Authorization. All corporate action on the part of each
Purchaser necessary for the purchase of the Stock and the performance of each
Purchaser's obligations hereunder has been taken or will be taken prior to the
Closing Date. This Agreement, when executed and delivered by the Purchasers,
will constitute a valid and legally binding obligation of each Purchaser,
enforceable in accordance with its terms, except as enforcement may be limited
by applicable bankruptcy laws or other similar laws affecting creditors' rights
generally, and except insofar as the availability of equitable remedies may be
limited.
-4-
<PAGE>
Section 4.3 Purchase Entirely for Own Account. This Agreement is made with
each Purchaser in reliance upon each Purchaser's representation to the Company,
which by each Purchaser's execution of this Agreement, each Purchaser hereby
confirms, that the Stock to be acquired by each Purchaser will be acquired for
investment for each Purchaser's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that each
Purchaser has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, each Purchaser
further represents that each Purchaser does not presently have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Stock. Each Purchaser has not been formed for the specific purpose of acquiring
the Stock.
Section 4.4 Investment Experience. Purchaser is an "accredited investor" as
defined in Rule 501(a) under the Securities Act. Purchaser is aware of the
Company's business affairs and financial condition and has had access to and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Stock. Purchaser has such business and
financial experience as is required to give it the capacity to protect its own
interests in connection with the purchase of the Stock. Purchaser is not a
"broker" or a "dealer" as defined in the Exchange Act
Section 4.5 Restricted Securities. Each Purchaser understands that the
Stock is characterized as "restricted securities" under applicable U.S. federal
and state securities laws inasmuch as it is being acquired from the Company in a
transaction not involving a public offering and that, pursuant to these laws and
applicable regulations, each Purchaser must hold the Stock indefinitely unless
it is registered with the Commission and qualified by state authorities, or an
exemption from such registration and qualification requirements is available.
Each Purchaser further acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period
for the Stock, and other requirements relating to the Company which are outside
of each Purchaser's control, and which the Company is under no obligation and
may not be able to satisfy. In this connection, Purchaser represents that it is
familiar with SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act. Each purchaser further
acknowledges that the Stock is subject to a Registration Rights and Disposition
Restriction Agreement of even date herewith.
Section 4.6 Legends. Each Purchaser understands that the Stock, and any
securities issued in respect thereof or exchange therefor, may bear one or all
of the following legends:
(a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM
-5-
<PAGE>
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933."
(b) Any legend required pursuant to the terms of the Registration
Rights and Disposition Restriction Agreement of even date herewith between the
Company, the Purchasers and certain Company stockholders.
(c) Any legend required by the Blue Sky laws of any state to the
extent such laws are applicable to the shares represented by the certificate so
legended.
ARTICLE V
CONDITIONS TO CLOSING
Section 5.1 Conditions to each Purchasers' Obligations. The obligation of
each Purchaser to purchase the Stock at the Closing is subject to the
fulfillment on or prior to the Closing Date of the following conditions:
(a) Representations and Warranties Correct; Performance of
Obligations. The representations and warranties made by the Company in Article
III hereof shall be true and correct when made, and shall be true and correct on
the Closing Date with the same force and effect as if they had been made on and
as of such date, subject to changes contemplated by this Agreement; and the
Company shall have performed all obligations and conditions herein required to
be performed or observed by it on or prior to the Closing Date.
(b) Compliance Certificate. The President of the Company shall deliver
to each Purchaser at the Closing a certificate certifying that the conditions
specified in Section 5.1(a) have been fulfilled and stating that there shall
have been no material adverse change in the business, operations, properties,
assets or financial condition of the Company since the date of this Agreement.
(c) Opinion of Company's Counsel. Each Purchaser shall have received
from Brobeck, Phleger and Harrison, L.P., counsel to the Company, an opinion
addressed to each Purchaser, dated the Closing Date, substantially in the form
of Exhibit B attached hereto.
(d) Qualifications. The offer and sale of the Stock to the Purchasers
pursuant to this Agreement shall be exempt from registration or qualification
under federal and state securities laws. All other authorizations, approvals or
permits of any other governmental authority that are required in connection with
the lawful issuance and sale of the Stock shall have been duly obtained and
shall be effective on and as of the Closing Date.
(e) Registration Rights. The Company and the Purchasers shall enter
into a Registration Rights and Disposition Restriction Agreement of even date
herewith (the "Rights Agreement"), which shall include the Stock as Registrable
Securities (as defined therein).
(f) Minimum Closing. The Purchasers shall have purchased a minimum of
5,000,000 shares of Stock at the Closing.
-6-
<PAGE>
(g) Listing of Additional Shares. Upon the Closing the Company shall
have filed with the Nasdaq National Market a Notification Form for Listing of
Additional Shares with respect to the Stock.
(h) HSR Act. The Parties shall have obtained any necessary HSR Act
clearance.
(i) Closing of Merger. The Parties shall have closed the Merger which
is contemplated in the Agreement and Plan of Merger dated as of July 30, 1998
between the Company and Reel.
Section 5.2 Conditions to Obligations of the Company. The Company's
obligation to issue and sell the Stock at the Closing is subject to the
fulfillment on or prior to the Closing Date of each of the following conditions:
(a) Representations and Warranties Correct; Performance of
Obligations. The representations and warranties of the Purchasers in Article IV
hereof shall be true and correct when made, and shall be true and correct on the
Closing Date with the same force and effect as if they had been made on and as
of such date; and the Purchasers shall have performed all obligations and
conditions herein required to be performed by it on or prior to the Closing
Date.
(b) Qualifications. The offer and sale of the Stock to each Purchaser
pursuant to this Agreement shall be exempt from registration or qualification
under federal and state securities laws. All other authorizations, approvals or
permits of any other governmental authority that are required in connection with
the lawful issuance and sale of the Stock shall have been duly obtained and
shall be effective on and as of the Closing Date.
(c) Minimum Closing. The Purchasers shall have purchased a minimum of
5,000,000 shares of Stock at the Closing.
(d) Registration Rights. The Company and the Purchasers shall enter
into the Rights Agreement, which shall include the Stock as Registrable
Securities (as defined therein).
(e) HSR Act. The Parties shall have obtained any necessary HSR Act
clearance.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Governing Law. This Agreement shall be governed in all respects
by the laws of the State of California.
Section 6.2 Survival. The representations, warranties, covenants and
agreements made herein shall survive the closing of the transactions
contemplated hereby.
-7-
<PAGE>
Section 6.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
Section 6.4 Entire Agreement; Amendment. This Agreement and the other
documents delivered pursuant hereto constitute the full and entire understanding
and agreement among the parties with regard to the subjects hereof and thereof.
Any term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and each Purchaser.
Section 6.5 Notices and Other Communications. Every notice or other
communication required or contemplated by this Agreement by either party shall
be delivered either by (i) personal delivery, (ii) postage prepaid return
receipt requested registered or certified mail or the equivalent of registered
or certified mail under the laws of the country where mailed, (iii) nationally
recognized overnight courier, such as Federal Express or UPS, or (iv) facsimile
with a confirmation copy sent simultaneously by postage prepaid, return receipt
requested, registered or certified mail, in each case addressed to the Company
or each Purchaser as the case may be at the following address:
To the Company: Hollywood Entertainment Corporation
25600 S.W. Parkway Center Dr.
Wilsonville, OR 97070
Attn: General Counsel
Facsimile: (503) 570-1701
With a copy at the same address to the attention of the General Counsel and
Secretary.
To each Purchaser at its respective address listed on Exhibit A.
With a copy to: Venture Law Group
A Professional Corporation
2775 Sand Hill Road
Menlo Park, California 94025
Attn.: Joshua L. Green
Facsimile: (415) 233-8386
or at such other address as the intended recipient previously shall have
designated by written notice to the other party (with copies to counsel as may
be indicated on the signature page). Notice by registered or certified mail
shall be effective on the date it is officially recorded as delivered to the
intended recipient by return receipt or equivalent, and in the absence of such
record of delivery, the effective date shall be presumed to have been the fifth
(5th) business day
-8-
<PAGE>
after it was deposited in the mail. All notices delivered in person or sent by
courier shall be deemed to have been delivered to and received by the addressee
and shall be effective on the date of personal delivery; notices delivered by
facsimile with simultaneous confirmation copy by registered or certified mail
shall be deemed delivered to and received by the addressee and effective on the
date sent. Notice not given in writing shall be effective only if acknowledged
in writing by a duly authorized representative of the party to whom it was
given.
Section 6.6 Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to any holder of any Stock, upon any breach or
default of the Company under this Agreement, shall impair any such right, power
or remedy of such holder nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies either under
this Agreement, or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.
Section 6.7 Separability of Agreements; Severability of this Agreement. In
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 6.8 Finder's Fees.
(a) The Company (i) represents and warrants that it has retained no
finder or broker in connection with the transactions contemplated by this
Agreement and (ii) hereby agrees to indemnify and to hold each Purchaser
harmless of and from any liability for commission or compensation in the nature
of a finder's fee to any broker or other person or firm (and the costs and
expenses of defending against such liability or asserted liability) for which
the Company, or any of its employees or representatives, is responsible.
(b) Each Purchaser (i) represents and warrants that it has retained no
finder or broker in connection with the transactions contemplated by this
Agreement and (ii) hereby agrees to indemnify and to hold the Company harmless
of and from any liability for any commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which each
Purchaser, or any of its employees or representatives, is responsible.
Section 6.9 California Corporate Securities Law. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE
CALIFORNIA
-9-
<PAGE>
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument. Execution and delivery of this Agreement by
exchange of facsimile copies bearing the facsimile signature of a party hereto
shall constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
Section 6.11 Expenses. At the Closing, the Company and the Purchasers shall
each pay their own expenses, including attorney's fees, in connection with the
matters described herein.
Section 6.12 Attorneys' Fees. If any action or proceeding shall be
commenced to enforce this Agreement or any right arising in connection with this
Agreement, the prevailing party in such action or proceeding shall be entitled
to recover from the other party, the reasonable attorneys' fees, costs and
expenses incurred by such prevailing party in connection with such action or
proceeding or negotiation to avoid such action or proceeding.
Section 6.13 Protection of Confidential Information. Confidential or
proprietary information disclosed by any party under this Agreement, as well as
the terms of this Agreement, the Merger Agreement and the terms of the
investment by the Purchasers' and Intel Corporation (the "Intel") in the Company
(subject to Section 6.14 below), shall be considered confidential information
(the "Confidential Information") and shall not be disclosed by any party hereto
to any third party. The Company shall immediately notify the other parties of
any information that comes to its attention which might indicate that there has
been a loss of confidentiality with respect to the Confidential Information. In
the event that any party is requested or becomes legally compelled (by statute
or regulation or by oral questions, interrogatories, request for information or
documents, subpoena, criminal or civil investigative demand or similar process,
including without limitation, in connection with any public or private offering
of the Company's capital stock) to disclose any of the Confidential Information,
such party (the "Disclosing Party") shall provide the other party (the
"Non-Disclosing Parties") with prompt written notice of that fact so that the
Non-Disclosing Parties may seek (with the cooperation and reasonable efforts or
the Disclosing Party) a protective order, confidential treatment or other
appropriate remedy. In such event, the Disclosing Party shall furnish only that
portion of the Confidential Information which is legally required and shall
exercise reasonable efforts to obtain reliable assurance that the confidential
treatment will be accorded the Confidential Information to the extent reasonably
requested by the Non-Disclosing Parties. The provisions of this Section 6.13
shall be in addition to, and not in substitution for, the provisions of any
separate nondisclosure agreement executed by the parties hereto with respect to
the transaction contemplated hereby.
Section 6.14 Disclosure of Terms: Press Release. The Company shall not
issue any press release or make any other announcement to the general public or
in any professional or trade publication regarding this Agreement or the Merger
Agreement, or any of the terms hereof or
-10-
<PAGE>
thereof without the prior written consent of Intel, which consent may be
withheld at the sole discretion of Intel. Notwithstanding the foregoing, Intel
may disclose its investment in the Company and the terms thereof to third
parties or to the public at its discretion, and the Company shall have the right
to disclose to third parties any such information disclosed by Intel in a press
release or other public announcement. If the Company or Intel determines that
any disclosure not otherwise authorized by this Agreement is required by law or
regulation, then the provisions of Section 6.13 regarding disclosure of
Confidential Information by a Disclosing Party shall govern.
-11-
<PAGE>
The parties have executed this Stock Purchase Agreement as of the date
first written above.
HOLLYWOOD ENTERTAINMENT CORPORATION
By:--------------------------------------
Name:------------------------------------
Title:-----------------------------------
PURCHASER
By:--------------------------------------
Name:------------------------------------
Title:-----------------------------------
-12-
<PAGE>
EXHIBIT A
SCHEDULE OF PURCHASERS
No. of Shares of
Name and Address Common Stock Price Per Aggregate Purchase
of Purchaser to be Purchased Share Price
Scott Beck 31,794 $13.50 $ 429,219.00
835 11th Street
Boulder, CO 80302
Bowana Foundation 262,534 13.50 3,544,209.00
Attn: Scott Beck
835 11th Street
Boulder, CO 80302
Pearl Street Trust 984,100 13.50 13,285,350.00
Attn: Scott Beck
835 11th Street
Boulder, CO 80302
CMG@Ventures II, LLC 2,909,918 13.50 39,283,893.00
Attn: Peter Mills
3000 Alpine Road
Menlo Park, CA 94028
Intel Corporation 262,535 13.50 3,544,222.50
Attn: Terri Remillard
2625 Walsh Avenue, Building 4
Santa Clara, CA 95052
Vulcan Ventures Incorporated 525,069 13.50 7,088,431.50
Attn: Eric Robison
110 - 110th Avenue NE, Suite 500
Bellevue, WA 98004
Toby Coppel 1,850 13.50 24,975.00
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
John H. Josephson 7,400 13.50 99,900.00
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
Eran Ashany 7,400 13.50 99,900.00
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
Nancy Peretsman 7,400 13.50 99,900.00
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
TOTALS 5,000,000 $67,500,000.00
<PAGE>
EXHIBIT B
LEGAL OPINION OF COMPANY COUNSEL
<PAGE>
EXHIBIT C
COMPANY DISCLOSURE SCHEDULE