Media Equities International LLC, et al. – ‘SC 13D’ on 4/15/97 re: Newstar Media Inc – EX-2

As of:  Tuesday, 4/15/97   ·   Accession #:  1005477-97-1069   ·   File #:  5-46517

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             30     89K 
 2: EX-1        Stock Purchase Agreement                              29     94K 
 3: EX-2        Shareholders Voting Agreement                          5     20K 

EX-2   —   Shareholders Voting Agreement

EX-2
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 Shareholders Voting Agreement

 This Shareholders Voting Agreement ("Agreement"), dated as of March 27,
1997, by and between Michael Viner and Deborah Raffin (collectively, "Viner") on
the one hand and Media Equities International, LLC, a New York limited liability
company ("MEI"), with its principal office at 1 Stamford Plaza, Stamford,       
Connecticut 16901, on the other hand.                                           

WHEREAS, on March 27, 1997, MEI, Viner and Dove Entertainment, Inc. a 
California corporation ("Dove"), executed and delivered a stock purchase        
agreement (the "Stock Purchase Agreement") pursuant to which MEI agreed to      
acquire from Dove 4,000 shares (the "MEI Purchase Shares") of newly issued Dove 
Series B Preferred Stock and an option to purchase up to 2.0 million shares of  
Common Stock, subject to anti-dilution adjustment (the "MEI Option Shares") and 
Viner agreed to acquire from Dove 2,000 shares (the "Viner Purchase Shares") of 
newly issued Dove Series C Preferred Stock and an option to purchase up to 1.0  
million shares of Common Stock , subject to anti-dilution adjustment (the "Viner
Option Shares") and to amend the terms of Dove's Series A Preferred Stock (all  
of such Series A Preferred Stock, Series B Preferred Stock and Series C         
Preferred Stock, collectively, the "Purchase Shares;" and all of such MEI Option
Shares and Viner Option Shares, the "Option Shares"); and                       

WHEREAS, Viner is the beneficial owner of, and has the power to vote  
directly or indirectly, approximately 1,525,811 currently outstanding shares of 
Common Stock;                                                                   

   NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:                                                               

Section 1. Election of Directors.                                     

In the event that MEI shall be entitled to have representation on the 
Company's Board of Directors pursuant to Section 6.3(b) or 7.2 of the Stock     
Purchase Agreement, at MEI's request, Viner shall, and shall use his reasonable 
best efforts to cause each of his affiliates to, vote all of the voting         
securities of Dove beneficially owned thereby and entitled to vote thereon for  
the election of the requisite number of director designees of MEI then required 
by such Section 6.3(b) or 7.2. In addition, Viner shall use their reasonable    
efforts to take all steps necessary to cause the election of such designees,    
including seeking the resignation of current directors of the Company; however  
nothing herein shall require Viner to take or fail to take any action which     
would, as a matter of law, have a reasonable probability of causing a breach of 
any fiduciary or similar duty of Viner to the Company and the Company's         
shareholders, other than MEI.                                                   

Section 2. General Provisions.                                        

   (a) If at any time either MEI shall notify Dove of its desire to have any
of its director designees removed, each of Viner and MEI shall, and shall use   
his or its reasonable best efforts to cause each of their respective affiliates 
to, subject to all applicable requirements of law, vote all of the voting       
securities of Dove owned by them and entitled to vote thereon for the removal of

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such director at any meeting of the shareholders of Dove or by written consent  
of the holders of voting securities of Dove without a meeting.                  

   (b) Whenever any director designee of MEI ceases to serve on the board of
directors of Dove (whether by reason of death, resignation, removal or          
otherwise), MEI shall be entitled, as between Viner and MEI, to designate a     
successor director to fill the vacancy so created by giving notice in the manner
provided in Section 1(a) above. Each of Viner and MEI shall, and shall use his  
or its reasonable best efforts to cause their respective affiliates to, vote for
such director designee in the manner provided for in Section 1(a) above.        

    (c) MEI and Viner agree to jointly request the Secretary of the Company to
call a special meeting of shareholders of Dove if either Viner or MEI requests  
such a meeting.                                                                 

 (d) MEI acknowledges that the listing criteria of the Nasdaq market (as
contemplated to be amended) may require the Company to have at least two        
"independent" directors, and an audit committee, a majority of whose members    
must be "independent" directors. Accordingly, notwithstanding anything to the   
contrary herein or in the Stock Purchase Agreement, in the event the provisions 
of Section 1(c) apply, MEI shall designate at least one "independent" director  
to the extent required by such listing criteria.                                

  Section 3. Termination. This Agreement shall terminate on the earlier of
(a) the close of business on the tenth anniversary hereof and (b) the date on   
which MEI or its Principals beneficially owns in the aggregate less than 750,000
shares of Common Stock (subject to adjustment for stock splits or combinations  
and assuming the Series B Preferred Stock held by MEI is converted into Common  
Stock).                                                                         

   Section 4. After-Acquired Shares. All of the provisions of this Agreement
shall apply to and shall include all shares of Common Stock or other voting     
securities of Dove now beneficially owned by any of the parties hereto          
(including, without limitation, the Purchase Shares being acquired concurrently 
with the execution and delivery of this Agreement) and all shares of Common     
Stock and other voting securities of Dove issued to (including, without         
limitation, the Option Shares), purchased by (whether purchased through         
open-market purchases, privately negotiated transactions or otherwise) or which 
otherwise become beneficially owned by any of the parties hereto except as      
otherwise provided herein.                                                      

Section 5. Transfer of Shares. During the term of this Agreement, the 
parties shall be free to transfer shares of Common Stock to any person (in which
event such shares will no longer be subject to any restriction under this       
Agreement), except that no such transfer shall be made to a Related Person (as  
defined in the next sentence) unless prior thereto the other parties shall have 
been notified of such proposed transfer and the transferee Related Person shall 
have agreed n writing to be bound by the provisions of this Agreement as if a   
party named herein. For purposes of the foregoing sentence, the term "Related   
Person," when used to indicate a relationship with a party, means any of (a) a  
corporation or organization of which such party or any such person referred to  
in clause (c) is an officer or partner or is, directly or indirectly, the       
beneficial owner of                                                             

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25 percent or more of any class of equity securities, (b) any trust or other    
estate in which such party or any person referred to in clause (c) has at least 
a 25 percent beneficial interest or as to which such party serves as trustee or 
in a similar capacity, and (c) any relative in the immediate family (i.e.,      
children or step-children) or spouse of such party or any relative in the       
immediate family of such spouse.                                                

     Section 6. Owner of Shares. Each party to this Agreement may deem and treat
the person in whose name shares of securities are registered in the stock books 
of Dove as the owner thereof for all purposes, including, without limitation,   
for the giving of notices under this Agreement.                                 

Section 7. Legend. A copy of this Agreement shall be filed with the   
Secretary of Dove and shall be kept at its principal executive office. Upon the 
execution of this Agreement, each of the parties hereto shall cause each        
certificate representing shares of voting securities now or hereafter owned by  
it to carry a legend as follows:                                                

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
     PROVISIONS OF A SHAREHOLDERS' VOTING AGREEMENT, DATED AS OF MARCH 27, 1997,
   AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
    AS THEREIN PROVIDED. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF
THE COMPANY.                                                          

     Section 8. Notices. All notices and other communications shall be effective
(a) upon receipt if (i) hand delivered or (ii) sent by facsimile transmission   
and confirmed by mail, (b) the third day after mailing, postage prepaid return  
receipt requested and (c) one day after sending by recognized "over-night"      
delivery service. Any notice not contemplated above shall be effective upon     
receipt. For the purposes of this Section 8, the addresses of the parties to    
which notices shall be sent shall be as follows:                                

If to Viner:                                                
------------                                                

1072 Beverly Drive                                          
Beverly Hills, CA 90210                                     

If to MEI or any MEI Shareholder:                           
---------------------------------                           

At the address set forth in the preamble hereto.            

Each of the parties hereto may change the address to which such       
communications are to be directed by notice to the other parties as provided in 
this Section 8.                                                                 

   Section 9. Complete Agreement. This is the complete agreement between the
parties with respect to the subject matter hereof and supersedes all prior      
negotiations and agreements                                                     

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with respect thereto. There are no representations, warranties, covenants,      
conditions, terms, agreements, promises, understandings, commitments or other   
arrangements with respect to the subject matter hereof other than those         
expressly set forth herein.                                                     

   Section 10. Governing Law. This Agreement shall be governed by, construed
under and enforced in accordance with, the laws of the State of California      
without regard to any conflict of law principles thereof.                       

    Section 11. Binding Agreement; Successors. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto, and,    
except as provided in Section 5 hereof, each of their respective successors,    
assigns, heirs and other representatives.                                       

Section 12. Headings. The section headings herein are for reference   
purposes only and shall not affect in any way the meaning or interpretation of  
this Agreement, nor are they deemed to constitute a part of this Agreement.     

 Section 13. Counterparts. This Agreement may be executed in tow or more
counterparts, each of which shall be deemed to be an original, but all of which 
together shall constitute one and the same instrument.                          

     Section 14. Attorneys' Fees. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly       
asserted as a defense, the successful party shall be entitled to recover        
reasonable and actual attorneys' fees (including any such fees incurred in      
connection with enforcement of any judgments) in addition to its or his costs   
and expenses and any other available remedies.                                  

 Section 15. Waiver; Amendment. Any waiver of any provision or breach of
this Agreement must be in writing, executed by the waiving party. No waiver of  
any provision or breach of this Agreement shall be a waiver of any other        
provision or breach of this Agreement or any subsequent breach. Any amendment or
modification of this Agreement must be in writing and executed by all of the    
parties hereto.                                                                 

   Section 16. Specific Performance. Each of the parties hereto acknowledges
that money damages would be both incalculable and an insufficient remedy for any
breach of this Agreement by a party hereto and that any such breach would cause 
the other party hereto irreparable harm. Accordingly, each party hereto agrees  
that in the event of any actual or threatened breach of this Agreement by any   
party hereto, the other parties hereto shall be entitled to specific            
performance. Such remedy shall not be the exclusive remedy for any breach of    
this Agreement, but shall be in addition to all other remedies available at law 
or equity to such party.                                                        

  Section 17. Interpretation. The parties hereto agree that each party has
participated in the drafting and preparation of this Agreement, and,            
accordingly, in any construction of the meaning herein, no party shall be deemed
to be the drafter hereof.                                                       

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   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.                                           

MEDIA EQUITIES INTERNATIONAL,                _______________________________    
LLC                                          Michael Viner                      

By: _______________________________          _______________________________    
Name:                                   Deborah Raffin Viner          
Title:                                                                

Acknowledgment of Shareholders' Voting Agreement

     Dove Entertainment, Inc. hereby acknowledges the existence of the foregoing
Shareholders' Voting Agreement                                                  

                Dove Entertainment, Inc.

                            By:  _______________________________
         Name:
          Title:

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Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		4/15/97							None on these Dates
		3/27/97		1		3
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