AGREEMENT OF TRANSFER AND SALE
The undersigned (or the nominee of the undersigned) is the owner of the
units of limited partnership interests including any rights attributable to
claims, damages, recoveries, including recoveries from any class action
lawsuits, and causes of action accruing to the ownership of such units of
limited partnership interests ("Units") of ML Media Partners, L.P., a Delaware
limited partnership (the "Partnership"), set forth below on this Agreement of
Transfer and Sale ("Agreement"), and agrees to sell and transfer all of the
undersigned's right, title and interest in the Units to Smithtown Bay, LLC, a
Delaware limited liability company ("Smithtown"), free and clear of all liens
and encumbrances of any kind, on the terms and conditions set forth in
Smithtown's Offer to Purchase dated November 27, 1998, and as set forth below.
Unless otherwise indicated below, the undersigned agrees to sell all (100%) of
the Units the undersigned owns.
1. Notwithstanding any provision to the contrary, the undersigned agrees
that in the event any distribution of cash with respect to the Units or a cash
redemption of the Units is made or declared (collectively, a "Distribution") by
the Partnership to the undersigned on or after November 1, 1998 with respect to
the Units being sold and transferred to it pursuant to this Agreement, that the
cash price of $950 per Unit to be paid to the undersigned shall be reduced by
the amount of the Distribution per Unit to the undersigned and that the cash
price of $950 per Unit shall also be reduced by the $50 transfer fee (per
transfer, not per Unit) charged by the Partnership. To the extent any
Distribution is made or declared by the Partnership with respect to the Units
for any period on or after November 1, 1998 that is received by the undersigned,
the undersigned understands that the amount of said Distribution will be
deducted from the cash price of $950 per Unit to be paid to the undersigned by
Smithtown, pursuant to the timing set forth in the Offer. To this end, the
undersigned hereby instructs the Partnership to change the address of its
account to: Smithtown Bay, LLC, c/o Global Capital Management, ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such entity as Smithtown may
designate in its sole discretion.
2. The undersigned (or the nominee of the undersigned) by executing this
Agreement hereby irrevocably constitutes and appoints Smithtown Bay, LLC, a
Delaware limited liability company, and its Manager, Global Capital Management,
Inc., a Delaware corporation, as its true and lawful agent and attorney-in-fact
with respect to the Units with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) of
the undersigned to (a) execute, swear to, acknowledge, and file any document
providing for or relating to the transfer of the ownership of the Units on the
books of the Partnership; (b) deliver the Units and transfer ownership of the
Units on the books of the Partnership; (c) endorse in favor of Smithtown or any
other payee Smithtown otherwise designates on the undersigned's behalf, any and
all payments payable to the undersigned and received by Smithtown from the
Partnership for any period of time on or after November 1, 1998; and (d) execute
on behalf of the undersigned any applications for transfer and distribution
allocation agreements required by the National Association of Securities
Dealers, Inc.'s Notice to Members 96-14 to give effect to the transaction
contemplated by this Agreement; (e) execute on behalf of the undersigned any
affidavit or other document necessary to indemnify the Partnership if the
certificate evidencing the ownership of the undesigned's Units has been lost,
stolen or destroyed; and (f) receive all benefits and distributions and cause
the Partnership to amend the books and records of the Partnership, including the
undersigned's record account and address, to direct Distributions to Smithtown
Bay and otherwise exercise all rights of beneficial owner of the Units. Neither
Smithtown, nor Global Capital Management, Inc. shall be required to post bond of
any nature in connection with this power of attorney.
3. The undersigned hereby represents and warrants that the Units are being
transferred and sold to Smithtown Bay, free and clear of all liens and
encumbrances of any kind and that it has the authority to execute this Agreement
and that the Partnership may rely on this Agreement and any documents executed
by Smithtown or Global Capital Management, Inc., as the attorney-in-fact for the
undersigned, which is necessary or convenient to carrying out all matters
contemplated by this Agreement.
4. The undersigned (or the nominee of the undersigned) hereby certifies,
under penalty of perjury, that the undersigned's tax identification number or
social security number set forth below is true and correct.
5. The undersigned (or the nominee of the undersigned) hereby certifies
under penalty of perjury that it is not subject to backup withholding either
because the undersigned has not been notified by the Internal Revenue Service
(the "IRS") that the undersigned is subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified the
undersigned that the undersigned is no longer subject to backup withholding.
6. The undersigned (or the nominee of the undersigned) hereby certifies,
under penalty of perjury, that the undersigned, if an individual, is not a
nonresident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations). The undersigned understands that this certification may
be disclosed to the IRS by the Purchaser and that any false statements contained
herein could be punished by fine, imprisonment, or both.
7. The undersigned hereby represents and warrants that either (a) the
undersigned is not a plan subject to Title 1 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or an entity deemed to hold "plan
assets" within the meaning of 29 C.F.R. Section2510-3-101 of any such plan; or
(b) the tender and acceptance of Units pursuant to the Offer will not result in
a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code.
8. / / Yes / / No
I have possession of the certificates evidencing ownership of the Units and
am sending them to Smithtown with this Agreement.
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▇▇▇/Pension/Custodial Account # or Printed Name of Unit Holder Signature of Unit Holder
Tax Identification #
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Social Security or Tax ID # Printed Name of Joint Unit Holder Signature of Joint Unit Holder, if
(or ▇▇▇/Pension/Custodian Name) any (or ▇▇▇/Pension/Custodian
Signature)
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Telephone Number
------------------------------------ MEDALLION GUARANTEE FOR UNIT HOLDER MEDALLION GUARANTEE FOR CUSTODIAN
No. of Units Sold and Transferred
/ / Less than 100% of Units sold and
transferred (check box if
applicable)
------------------------------------ MEDALLION GUARANTEE FOR UNIT HOLDER
Date
Agreed to and Accepted
Smithtown Bay, LLC
By: Its Manager
Global Capital Management, Inc.
By: --------------------------------
INSTRUCTIONS TO COMPLETE
AGREEMENT OF TRANSFER AND SALE
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PLEASE CAREFULLY PROVIDE THE FOLLOWING INFORMATION:
1. Sign Agreement;
2. Have all signatures MEDALLION GUARANTEED. A medallion guarantee can be obtained through
your broker or local financial institution. You may want to call ahead to confirm that
the particular location has the medallion guarantee. Please remember, a medallion
guarantee is not a notary;
3. Provide your social security or tax identification number;
4. Indicate the number of Units you want to sell and transfer;
5. Date the Agreement;
6. Provide a telephone number where you can be reached; and
7. RETURN THE AGREEMENT AND YOUR UNIT CERTIFICATES BY PLACING THEM IN THE ENVELOPE PROVIDED
AND SENDING THEM CERTIFIED MAIL, RETURN RECEIPT REQUESTED. IF YOU DO NOT HAVE POSSESSION
OF YOUR UNIT CERTIFICATES, PLEASE ENCLOSE A SIGNED LETTER INDICATING YOU NO LONGER HAVE
THEM.
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IN ADDITION TO THE INFORMATION REQUESTED IN ITEMS 1 TO 7 ABOVE:
IF YOU OWN THE UNITS JOINTLY WITH ANOTHER INDIVIDUAL:
Please have both owners sign the Agreement; both signatures must be
Medallion Guaranteed. If spouse is deceased, please enclose a certified copy of
the Death Certificate along with a Letter Testamentary or Will showing your
beneficial ownership or executor capacity.
IF YOU OWN THE UNITS IN YOUR ▇▇▇:
Please provide the name of your custodian and your ▇▇▇ account number. This
information will be used solely by your custodian (the financial institution
with custody of your account) to make certain that the purchase proceeds are
properly deposited in your account. If your Units are held in an ▇▇▇ account, in
addition to your signature, the custodian's signature is required on the
Agreement of Transfer and Sale. We will obtain this required signature for you.
IF THE UNITS ARE OWNED IN A TRUST, PROFIT SHARING OR PENSION PLAN:
Attach the first and last pages, as well as the section of the Trust
Agreement showing that the signer has authority to sign the Agreement on behalf
of the Trust or Plan.
IF THE UNITS ARE OWNED IN A CORPORATION:
Attach an original corporate resolution showing that the signer has the
authority to sign the Agreement on behalf of the corporation.
MAIL TO:
Smithtown Bay, LLC
c/o MAVRICC Management Systems, Inc.
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▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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