EXHIBIT 10.17
July 30, 1999
Xx. Xxxxxxx X. Xxxxxxx
Xx. Xxxx X. Xxxxx
The Big Network, Inc.
0000 Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Re: Agreement and Plan of Reorganization by and among eUniverse, Inc. (the
"Company"), The Big Network, Inc. ("BNI") and certain shareholders of
BNI (the "Agreement")
Dear Messrs. Sellers and Xxxxx:
In connection with and in consideration of the above-referenced transaction,
this letter confirms our agreement that, commencing on the Closing Date of the
Agreement and until such time that neither Xxxxx Xxxxxxx or Xxxx Xxxxx are
employed by the Company, Xxxx Xxxxxxxxx shall vote his shares of capital stock
in the Company to elect either Xxxxx Xxxxxxx or Xxxx Xxxxx (as mutually agreed
by Sellers and Xxxxx) to serve as a member of the Board of Directors of the
Company. Accordingly, to effectuate the foregoing, the parties hereby further
agree as follows:
1. Xxxx X. Xxxxxxxxx and Xxxxxxx Xxxxxxx shall vote all shares of capital
stock of the Company collectively owned by them for the election of the
person nominated by Messrs. Sellers and Xxxxx to the Board of
Directors;
2. Effective as of the first date that both Xx. Xxxxxxx and Xx. Xxxxx are
no longer employed by the Company, the person nominated to the Board of
Directors of the Company by Messrs. Sellers and Xxxxx will resign as a
member of the Board of Directors of the Company.
Kindly acknowledge receipt and agreement to the foregoing by signing in the
appropriate space below and returning an executed copy of this letter agreement
to the undersigned at the address stated above.
Sincerely,
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxxx Xxxxxxx
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Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxx
ACCEPTED AND AGREED TO
this 30th day of July, 1999.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
