AGREEMENT AMONG RENTRAK SHAREHOLDERS
This Agreement is entered into as of May 24, 2000, among the
shareholders (the "Shareholders") named on Attachment A hereto, which may be in
multiple counterparts.
WHEREAS the Shareholders wish to use their joint efforts to
replace the incumbent directors of Rentrak Corporation ("Rentrak"),
NOW, THEREFORE, each Shareholder agrees as follows:
1. I agree to be named as a member of the Committee for the
Achievement of Rentrak Excellence ("CARE") in proxy materials to be filed with
the Securities and Exchange Commission (the "SEC") in connection with the
solicitation of proxies for the annual meeting or a special meeting of the
Rentrak shareholders to be held in 2000 (the "Meeting").
2. I agree to vote all shares of Rentrak common stock as to which
I have voting rights in favor of the following actions at the Meeting:
(a) The removal from office of the entire Board of Directors of
Rentrak, consisting of nine directors.
(b) The amendment of Section 3.2 of Rentrak's bylaws to read in
its entirety as follows:
"Section 3.2 Number, Tenure and Qualifications. The Board of
Directors shall consist of five persons. Each director shall hold office
until the next annual meeting of the Shareholders and until his or her
successor is elected and qualified or until death, resignation or
removal."
(c) The election of the following nominees for director:
Cecil D. Andrus
George H. Kuper
Joon S. Moon
James G. Petcoff
Paul A. Rosenbaum
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or such other nominees for director as may be named in the proxy
materials filed by CARE with the SEC.
3. I agree to contribute the dollar amount listed next to my name
in Attachment A, to be used by CARE to defray the expenses of the proxy contest,
including the fees and expenses of attorneys, proxy solicitors, and other
advisors to CARE, travel and communications expenses of members of CARE, travel
and communications expenses of the nominees for director listed in paragraph 2
above, and other expenses approved by Paul A. Rosenbaum.
4. I agree to comply with the requirements of the state and
federal securities laws, including the filing of a Schedule 13D with the SEC, if
required, reporting that I am part of a "group" as defined in the SEC's rules
under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
the filing of a Form 3 and Form 4s, if required, under Section 16(a) of the
Exchange Act, and the proxy solicitation rules under Section 14 of the Exchange
Act. In furtherance of the above, I have signed a copy of the Power of Attorney
set forth as Attachment B hereto.
5. I agree to cooperate with the other Shareholders to achieve
the objectives of CARE to replace the existing directors of Rentrak with the
nominees listed in paragraph 2 above.
IN WITNESS WHEREOF, I have signed my name on a counterpart of
Attachment A hereto as of the date specified above.
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ATTACHMENT A
<TABLE>
<S> <C> <C> <C> <C>
NUMBER OF RENTRAK
DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR
SIGNATURE SIGNATURE OWNED CONTRIBUTION
5/25/00 Michael J. Annechino /s/ Michael J. Annechino 97,400 $5,000.00
-------- -------------------- ------------------------ ----------------- $---------
</TABLE>
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ATTACHMENT A
<TABLE>
<S> <C> <C> <C> <C>
NUMBER OF RENTRAK
DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR
SIGNATURE SIGNATURE OWNED CONTRIBUTION
5/25/00 Mark A. Brown /s/ Mark A. Brown 119,550 $5,000.00
-------- -------------------- ------------------------ ----------------- $---------
</TABLE>
<PAGE>
ATTACHMENT A
<TABLE>
<S> <C> <C> <C> <C>
NUMBER OF RENTRAK
DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR
SIGNATURE SIGNATURE OWNED CONTRIBUTION
5/26/00 Gordon A. Reck /s/ Gordon A. Reck 67,000 $5,000.00
-------- -------------------- ------------------------ ----------------- $---------
</TABLE>
<PAGE>
ATTACHMENT A
<TABLE>
<S> <C> <C> <C> <C>
NUMBER OF RENTRAK
DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR
SIGNATURE SIGNATURE OWNED CONTRIBUTION
5/24/00 Donald W. Remlinger /s/ Donald W. Remlinger 75,000 $5,000.00
-------- -------------------- ------------------------ ----------------- $---------
</TABLE>
<PAGE>
ATTACHMENT A
<TABLE>
<S> <C> <C> <C> <C>
NUMBER OF RENTRAK
DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR
SIGNATURE SIGNATURE OWNED CONTRIBUTION
5/24/00 Paul A. Rosenbaum /s/ Paul A. Rosenbaum 250,350 $5,000.00
-------- -------------------- ------------------------ ----------------- $---------
</TABLE>
<PAGE>
ATTACHMENT A
<TABLE>
<S> <C> <C> <C> <C>
NUMBER OF RENTRAK
DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR
SIGNATURE SIGNATURE OWNED CONTRIBUTION
5/25/00 Guy Wolcott /s/ Guy Wolcott $5,000.00
-------- -------------------- ------------------------ ----------------- $---------
</TABLE>
<PAGE>
ATTACHMENT A
<TABLE>
<S> <C> <C> <C> <C>
NUMBER OF RENTRAK
DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR
SIGNATURE SIGNATURE OWNED CONTRIBUTION
5/24/00 Fred L. Zehnder /s/ Fred L. Zehnder 80,600 $5,000.00
-------- -------------------- ------------------------ ----------------- $---------
</TABLE>
<PAGE>
ATTACHMENT B
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and
appoints Paul A. Rosenbaum the undersigned's true and lawful attorney-in-fact
to:
(1)
execute for and on behalf of the undersigned, in the
undersigned's capacity as beneficial owner of shares of common
stock of Rentrak Corporation (the "Company"), a Schedule 13D or
any amendment thereto pursuant to Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules
thereunder and Forms 3, 4, and 5 in accordance with Section 16(a)
of the Exchange Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D or amendment thereto or Forms 3, 4,
or 5 and timely file such Schedule or Form with the United States
Securities and Exchange Commission and any stock exchange or
similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned understands and acknowledges that the Schedule 13D and
amendments thereto and Forms 3, 4, and 5 referred to above may be filed jointly
on behalf of a "group" as that term is defined in the rules promulgated under
Section 13(d) of the Exchange Act.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Section 13(d) or Section 16
of the Securities Exchange Act of 1934.
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This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and amendments thereto
with respect to the undersigned's holdings of and transactions in securities of
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this ------ day of --------------, 2000.
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Signature
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