SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Digitalconvergence Com Inc – IPO: ‘S-1/A’ on 9/26/00 – EX-4.6

On:  Tuesday, 9/26/00, at 5:27pm ET   ·   Accession #:  912057-0-42637   ·   File #:  333-35906

Previous ‘S-1’:  ‘S-1’ on 4/28/00   ·   Next & Latest:  ‘S-1/A’ on 11/13/00

  in    Show  and    Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/26/00  Digitalconvergence Com Inc        S-1/A                 18:1.1M                                   Merrill Corp/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement    161    737K 
                          (General Form)                                         
 2: EX-4.5      Instrument Defining the Rights of Security Holders   132    197K 
 3: EX-4.6      Instrument Defining the Rights of Security Holders   133    186K 
 4: EX-4.7      Instrument Defining the Rights of Security Holders    44    168K 
 7: EX-10.10-1  Material Contract                                     24    106K 
 8: EX-10.10-2  Material Contract                                      4     16K 
 9: EX-10.10-3  Material Contract                                      3     16K 
10: EX-10.11    Material Contract                                     23    102K 
11: EX-10.12    Material Contract                                      4     16K 
12: EX-10.18-2  Material Contract                                      3     13K 
13: EX-10.19    Material Contract                                     10     45K 
14: EX-10.20-2  Material Contract                                      3     14K 
15: EX-10.25    Material Contract                                     15     62K 
 5: EX-10.7     Material Contract                                     21    120K 
 6: EX-10.9     Material Contract                                     26     94K 
16: EX-21.1     Subsidiaries of the Registrant                         1      6K 
17: EX-23.1     Consent of Experts or Counsel                          1      8K 
18: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     11K 


EX-4.6   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
17Company
"Inside Stockholders
18Outside Stockholders
19Series A Investors
EX-4.61st Page of 133TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 4.6 FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT THIS FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (the "AGREEMENT") is made as of this 25th day of April, 2000, by and among DigitalConvergence.:Com Inc., a Delaware corporation (the "COMPANY"), certain of the "SERIES A INVESTORS" (as defined below), the "SERIES B INVESTORS" (as defined below), the "SERIES C INVESTORS" (as defined below) (the Series A Investors, the Series B Investors and the Series C Investors are, collectively, the "INVESTORS" and each individually, an "INVESTOR"), NBC-DCCI Holding, Inc. ("NBC"), certain stockholders listed on the signature pages hereto under the heading Inside Stockholders (the "INSIDE STOCKHOLDERS") and certain other stockholders listed on the signature pages hereto under the heading Outside Stockholders (the "OUTSIDE STOCKHOLDERS") (the Investors, the Inside Stockholders and the Outside Stockholders shall be collectively referred to as the "STOCKHOLDERS"). RECITALS WHEREAS, each of the Stockholders now or may hereafter own equity securities of the Company (including, without limitation, shares of the Company's Common Stock, $0.01 par value per share (the "COMMON STOCK"), any class or series of preferred stock (including, without limitation, shares of the Company's Series A Convertible Preferred Stock, $0.01 par value per share (the "SERIES A PREFERRED"), shares of the Company's Series B Convertible Preferred Stock, $0.01 par value per share (the "SERIES B PREFERRED"), and shares of the Company's Series C Convertible Preferred Stock, $0.01 par value per share (the "SERIES C PREFERRED")), options, warrants, instruments convertible or exchangeable into such securities or rights to acquire such securities (collectively, the "SECURITIES")); WHEREAS, (i) the Company and the purchasers of its Series A Preferred (the "SERIES A INVESTORS") are parties to that certain Stock Purchase Agreement, dated as of September 29, 1999 (the "SERIES A PURCHASE AGREEMENT"), (ii) the Company and the purchasers of its Series B Preferred (the "SERIES B INVESTORS") are parties to that certain Stock Purchase Agreement, dated as of the date hereof (the "SERIES B PURCHASE AGREEMENT"), and (iii) the Company and the purchasers of its Series C Preferred (the "SERIES C INVESTORS") are parties to that certain Stock Purchase Agreement, dated as of the date hereof (the "SERIES C PURCHASE AGREEMENT") (the Series A Purchase Agreement, the Series B Purchase Agreement, and the Series C Purchase Agreement are collectively, the "PURCHASE AGREEMENTS" and each individually, a "PURCHASE AGREEMENT"); WHEREAS, the Company and NBC are parties to those certain Warrant Agreements, both dated as of April 20, 2000; WHEREAS, this Agreement amends and restates the Stockholders' Agreement dated as of September 29, 1999 among the Series A Investors, the Company and the other parties thereto; WHEREAS, the obligations of the Investors under the Purchase Agreements are conditioned, among other things, upon the execution and delivery of this Agreement by the Investors, the Inside Stockholders, the Outside Stockholders and the Company;
EX-4.62nd Page of 133TOC1stPreviousNextBottomJust 2nd
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereto agree as follows: 1. DEFINITIONS. (a) "AFFILIATE" shall mean, with respect to any individual, corporation, limited liability company, partnership, limited partnership, joint venture, joint stock company, firm, company, syndicate, trust, estate, association, governmental authority, business, organization or any other incorporated or unincorporated entity (each a "PERSON"), any other Person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. (b) "CO-SALE PRO RATA SHARE" shall mean the ratio that (i) the sum of the number of shares of Common Stock then held by the Eligible Seller (as defined herein) and the number of shares of Common Stock issuable upon exercise of any vested options, vested warrants, or convertible securities (including, without limitation, the Preferred Stock) then held by such Eligible Seller bears to (ii) the sum of the total number of shares of Common Stock then held by all Eligible Sellers and the number of shares of Common Stock issuable upon exercise of any vested options, vested warrants, or convertible securities (including, without limitation, the Preferred Stock) held by all Eligible Sellers plus the number of shares of Common Stock then held by the Stockholder or Permitted Transferee proposing to sell his or its shares of Common Stock. (c) "ELECTING OFFEREE" has the meaning set forth in SECTION 2(a). (d) "ELIGIBLE OFFEREE" has the meaning set forth in SECTION 2(a). (e) "ELIGIBLE SELLER" has the meaning set forth in SECTION 3. (f) "GAAP" shall mean generally accepted accounting principles consistently applied. (g) "NEW SECURITIES" shall mean any shares of capital stock of the Company, including Common Stock and any series of preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of capital stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of capital stock. Notwithstanding the foregoing, "NEW SECURITIES" does not include (i) Common Stock offered to the public generally pursuant to a registration statement under the Securities Act in connection with a Qualified Public Offering, (ii) securities issued or sold in connection with the Option Pool, net of repurchases, cancellations and expirations (without exercise) of such securities, (iii) stock issued in connection with any Recapitalization by the Company, (iv) stock issued in connection with an acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of assets, reorganization or otherwise that has been approved by the Investors or 2
EX-4.63rd Page of 133TOC1stPreviousNextBottomJust 3rd
for which no approval of the Investors is required by this Agreement, (v) the shares of Preferred Stock issued pursuant to the Series B Purchase Agreement or the Series C Purchase Agreement or shares issued upon conversion thereof, (vi) the warrants issued to NBC pursuant to the Warrant Agreements, both dated as of April 20, 2000, or shares of Common Stock issuable upon exercise thereof, (vii) the warrants issued to Belo Enterprises, Inc. pursuant to that certain Warrant Agreement, dated as of September 29, 1999, or shares of Common Stock issuable upon exercise thereof, or (viii) stock issued in connection with the potential merger described in SCHEDULE 2.23 to the Series B Purchase Agreement and the Series C Purchase Agreement. (h) "PERMITTED TRANSFEREE" shall mean a Stockholder's, NBC's or any Permitted Transferee's, as the case may be, Affiliate, spouse and descendants (whether natural or adopted), any spouses of such descendants, any trust for the benefit of such person or persons, a legal guardian for any minor descendants (whether natural or adopted) or any of the foregoing, provided that such Permitted Transferee agrees to be bound by the terms of this Agreement. With respect to the Investors, NBC or any Outside Stockholders, a Permitted Transferee shall also be deemed to include (i) any general or limited partner or principal of the Investor and (ii) any fund affiliated with the Investor. (i) "PREFERRED STOCK" shall mean the Series A Preferred, the Series B Preferred and the Series C Preferred. (j) "PRO RATA SHARE" shall mean the ratio that (i) the sum of the total number of shares of Common Stock which are then held by an Investor, or NBC and those which such Investor or NBC has the right to obtain pursuant to exercise or conversion of any vested option, vested warrant, vested right or convertible security (including the Preferred Stock) bears to (ii) the sum of the total number of shares of Common Stock then outstanding and which are issuable pursuant to exercise or conversion of any then outstanding vested options, vested warrants, vested rights or convertible securities (including the Preferred Stock). (k) "QUALIFIED PUBLIC OFFERING" shall mean the closing of an underwritten public offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933 in which: (i) the gross proceeds equal or exceed $75,000,000 and (ii) the aggregate market value of the Common Stock of the Company immediately prior to the closing of the underwritten public offering, but assuming the conversion of each then outstanding share of Preferred Stock (and determined utilizing the offering price in such underwriting), equals or exceeds $750,000,000. (l) "RECAPITALIZATION" shall mean any stock split, stock dividend, combination, recapitalization or other similar event occurring after the date hereof. (m) "REMAINING PRO RATA SHARE" shall mean the ratio that (i) the sum of the number of shares of Common Stock then held by each Eligible Offeree (as defined herein) and the number of shares of Common Stock issuable upon exercise of any vested options, vested warrants or convertible securities (including, without limitation, the Preferred Stock) then held by such 3
EX-4.64th Page of 133TOC1stPreviousNextBottomJust 4th
Eligible Offeree bears to (ii) the sum of the total number of shares of Common Stock then held by all Eligible Offerees and the number of shares of Common Stock issuable upon exercise of any vested options, vested warrants or convertible securities (including, without limitation, the Preferred Stock) then held by all Eligible Offerees. (n) "SALE TRANSACTION" shall mean the consolidation or merger of the Company with or into any other corporation or business entity (other than with or into a wholly-owned domestic Subsidiary of the Company), the sale or other transfer in a single transaction or a series of related transactions of all or substantially all of the assets of the Company, or the liquidation, dissolution, winding-up or reorganization of the Company. (o) "SELLING INSIDE STOCKHOLDER" has the meaning set forth in SECTION 2(a). (p) "STOCK OPTION PLAN" shall mean any stock option, stock purchase, stock award or other incentive plan of the Company, including the Company's 1999 Stock Option Plan, as amended. (q) "SUBSIDIARY" shall mean any corporation, partnership, joint venture or other legal entity in which the Company owns, directly or indirectly, an equity interest. 2. RIGHT OF FIRST REFUSAL - OTHER STOCKHOLDERS. (a) In the event that any Inside Stockholder (a "SELLING INSIDE STOCKHOLDER") (or a Permitted Transferee of a Selling Inside Stockholder) proposes to transfer any of their Securities, such Selling Inside Stockholder or such person's Permitted Transferee shall give the Investors, NBC, the Outside Stockholders or their Permitted Transferees (collectively, the "ELIGIBLE OFFEREES") written notice of the price, terms and conditions of the proposed sale. Each Eligible Offeree shall have thirty (30) days from the date of receipt of any such notice to agree to purchase up to its Remaining Pro Rata Share of such Securities, for the price and upon the terms and conditions specified in the notice, by giving written notice to such Selling Inside Stockholder or such person's Permitted Transferee stating therein the quantity of Securities to be purchased up to such person's Remaining Pro Rata Share. If any Eligible Offeree fails to agree to purchase its full Remaining Pro Rata Share within such thirty (30) day period, the Selling Inside Stockholder or such person's Permitted Transferee selling such Securities will give the Eligible Offerees who did so agree (the "ELECTING OFFEREES") notice of the number of Securities which were not subscribed for. Such notice may be by telephone if followed by written confirmation within two (2) days. The Electing Offerees shall have fifteen (15) days from the date of such second notice to agree to purchase their Remaining Pro Rata Share (or such greater amount as such Electing Offerees agree upon) of all or any part of the Securities not purchased by such other Eligible Offerees. For purposes of the second election under this SECTION 2(a), shares held by Eligible Offerees other than Electing Offerees shall be excluded from SECTION 1(f)(ii) for the definition of a "Remaining Pro Rata Share." 4
EX-4.65th Page of 133TOC1stPreviousNextBottomJust 5th
(b) In the event that the Eligible Offerees and the Electing Offerees determine that they shall not purchase all of the Securities that such Selling Inside Stockholder or such person's Permitted Transferee proposes to transfer within the periods specified in SECTION 2(a) hereof, such Selling Inside Stockholder or such person's Permitted Transferee shall then give the Board of Directors of the Company written notice of the price, terms and conditions of the proposed sale. The Company shall have thirty (30) days from the date of receipt of any such notice to agree to purchase up to all of such Securities not elected to be purchased by the Eligible Offerees and the Electing Offerees, for the price and upon the terms and conditions specified in the notice delivered to the Eligible Offerees pursuant to SECTION 2(a) above, by delivering written notice to such Selling Inside Stockholder or such person's Permitted Transferee stating therein the quantity of Securities to be purchased up to all of such Securities. (c) Notwithstanding anything to the contrary in this SECTION 2, the Eligible Offerees, the Electing Offerees and the Company may not in the aggregate purchase less than all of the Securities proposed to be transferred pursuant to the notice to the Eligible Offerees pursuant to SECTION 2(a) above. (d) Subject to the provisions of SECTION 3, in the event the Eligible Offerees, the Electing Offerees and the Company fail to purchase all of the Securities proposed to be transferred within the said thirty (30) day period in the case of the Eligible Offerees, plus the fifteen (15) day period specified in the case of the Electing Offerees, plus the thirty (30) day period specified in the case of the Company, respectively, such Selling Inside Stockholder or such person's Permitted Transferee shall have ninety (90) days thereafter to sell the Securities proposed to be transferred at the price and upon the terms and conditions no more favorable to the purchasers of such Securities than specified in the notice to the Eligible Offerees pursuant to SECTION 2(a) above. In the event such Selling Inside Stockholder or such person's Permitted Transferee has not sold the Securities within said ninety (90) day period, such Selling Inside Stockholder or such person's Permitted Transferee shall not thereafter sell any of their Securities without first offering such Securities in the manner provided in this SECTION 2. 3. RIGHTS OF PARTICIPATION; COOPERATIVE SALE. Notwithstanding the foregoing SECTION 2(d), no Selling Inside Stockholder or such person's Permitted Transferee (whether the first or a subsequent Permitted Transferee) may sell, assign or transfer any of his Securities pursuant to SECTION 2(d) until the Investors, NBC, the Outside Stockholders and their Permitted Transferees (the "ELIGIBLE SELLERS") shall have been given the opportunity, exercisable within thirty (30) days from the date of notice to the Eligible Sellers by such Selling Inside Stockholder or such Permitted Transferee, to sell to the proposed transferee or transferees, upon the same terms and conditions offered to the Selling Inside Stockholder or such Permitted Transferee, its Co-Sale Pro Rata Share of the Securities proposed to be sold. If an Eligible Seller fails to notify the Selling Inside Stockholder or such Permitted Transferee within thirty (30) days after the notice given pursuant hereto, it shall be deemed to have waived its right under this SECTION 3. Any sale or transfer made pursuant to this SECTION 3 shall be consummated within one hundred and twenty (120) days of the date of the notice given pursuant to SECTION 2(a) above and shall be conditioned upon the agreement 5
EX-4.66th Page of 133TOC1stPreviousNextBottomJust 6th
of the proposed transferee or transferees that such proposed transferee or transferees will purchase each Eligible Seller's Co-Sale Pro Rata Share of the Securities proposed to be sold. 4. VOTING AGREEMENTS. The parties hereto agree as follows: (a) INVESTORS' NOMINEE. For so long as 3,791,900 shares of Preferred Stock remain outstanding, at any time when Michael Jordan is not a director of the Company, the Company agrees to nominate to, and the Stockholders, the Permitted Transferees and the Investors' Permitted Assigns agree to cause to be elected to, the Company's Board of Directors, one (1) nominee designated by holders of at least a majority of the shares of Preferred Stock. (b) VOTING. In causing a nominee to be elected to the Company's Board of Directors in accordance with SECTION 4(a), the Stockholders, the Permitted Transferees and the Investors' Permitted Assigns shall vote all of their shares of Preferred Stock and Common Stock (including Common Stock issued upon exercise of the Preferred Stock) then owned beneficially by such person in favor of electing the nominees designated pursuant to SECTION 4(a) to the Company's Board of Directors. 5. PERMITTED TRANSFEREES. Each Inside Stockholder may transfer any Securities to a Permitted Transferee without regard to SECTION 2 or SECTION 3 provided that such Permitted Transferee agrees to be bound by this Agreement and that such transfer is in compliance with applicable securities laws. 6. CHANGES IN STOCK. If, from time to time during the term of this Agreement: (a) there is a dividend of any security, stock split or other change in the character or amount of any of the outstanding securities of the Company, or (b) there is any consolidation or merger immediately following which stockholders of the Company hold more than fifty percent (50%) of the voting equity securities of the surviving corporation, then, in such event, any and all new, substituted or additional securities or other property to which any Stockholder or NBC is entitled by reason of his ownership of the Securities shall be immediately subject to the provisions of this Agreement and be included in the word "Securities" for all purposes of this Agreement with the same force and effect as the Securities presently subject to this Agreement and with respect to which such securities or property were distributed. 7. COVENANTS OF THE COMPANY. The Company hereby covenants that, except as provided in SECTION 7(d), for so long as any shares of Preferred Stock are outstanding or until the conversion of the Preferred Stock upon the occurrence of a Qualified Public Offering: 6
EX-4.67th Page of 133TOC1stPreviousNextBottomJust 7th
(a) FINANCIAL AND OTHER INFORMATION. The Company will maintain a system of accounts in accordance with sound accounting principles and procedures, keep full and complete financial records and, prior to the consummation of a Qualified Public Offering, will furnish to the Investors the following reports: (i) within one hundred twenty (120) days after the end of each fiscal year, a copy of the consolidated balance sheet of the Company as of the end of such year, together with consolidated statements of income, cash flow and stockholders' equity of the Company for such year, audited by and accompanied by the report of independent public accountants of nationally recognized standing, prepared in accordance with GAAP; in addition, the Company will provide such financial statements in comparative form with the corresponding periods of the prior year and budgeted figures for the current year; (ii) within forty-five (45) days after the end of each fiscal quarter, an unaudited consolidated balance sheet of the Company as of the end of such quarter and unaudited consolidated statements of income, cash flow and stockholders' equity for the Company for such quarter and for the year to date, prepared in accordance with GAAP (except for footnotes) and practices consistently applied; in addition, the Company will provide such financial statements in comparative form with the corresponding periods of the prior year and budgeted figures for the current year; PROVIDED, that from and after such time as the Company in the ordinary course prepares monthly financial statements, the Company shall furnish to the Investors, within thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company as of the end of such month and unaudited consolidated statements of income, cash flow and stockholders' equity for the Company for such month and for the year to date, prepared in accordance with GAAP (except for footnotes) and practices consistently applied; in addition, the Company will provide such financial statements in comparative form with the corresponding periods of the prior year and budgeted figures for the current year; (iii) promptly following receipt by the Company, each audit response letter, accountant's management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company or any of its Subsidiaries; (iv) promptly upon sending, making available or filing the same, all press releases, reports and financial statements that the Company sends or makes available to its stockholders or directors or files with the Securities and Exchange Commission; and (v) such other financial information as the holders of at least a majority of the shares of Preferred Stock may reasonably request, it being agreed that at least thirty (30) days prior to the beginning of each fiscal year, beginning January 1, 2000, the Company shall prepare and submit to the Board of Directors an annual plan for such year which shall include, without limitation, an operating plan, a long-term strategic plan, a capital 7
EX-4.68th Page of 133TOC1stPreviousNextBottomJust 8th
expenditure plan and policy, plans for incurrences of indebtedness for borrowed money and projections regarding other sources of funds, monthly projected capital and operating expense budgets, cash flow statements, profit and loss statements and balance sheet projections, itemized in such detail as the Board of Directors may request. A copy of such annual plan shall be sent to the Investors upon its approval by the Board of Directors. (b) ACCESS TO INFORMATION. The Company will permit any Investor to inspect any of the properties or books and records of the Company and any of the Subsidiaries, to make copies of extracts from such books and records and to discuss the affairs and condition of the Company and the Subsidiaries with representatives of the Company and such Subsidiaries, all to such reasonable extent and at such reasonable times and intervals as an Investor may request. (c) INTELLECTUAL PROPERTY. From the date hereof, the Company will, and will cause each Subsidiary to, use all reasonable efforts to keep confidential all Technology Assets (as defined in the Purchase Agreements) and other confidential intellectual property and information which is material to the respective businesses or prospective businesses of the Company and the Subsidiaries, and to provide the Company and/or each Subsidiary with sufficient title to, ownership of, or rights to such intellectual property as is or may become necessary for the conduct of their respective businesses, including the filing and presentation of any applications for U.S. and/or foreign patents as may be determined by the President, Chief Executive Officer or the Board of Directors of the Company. From the date hereof, the Company will, and will cause each Subsidiary to, enter into such agreements with its employees, consultants, licensees, customers and other third parties as may be reasonably required to carry out its obligations under this SECTION 7(c). (d) RESTRICTED CORPORATE ACTIONS. (i) So long as at least 1,900 shares of Series A Preferred remain outstanding, the Company will not, without the written approval of the holders of at least two-thirds of the shares of Series A Preferred, take any of the following actions: (A) amend, alter or repeal the Company's Bylaws or Certificate of Incorporation so as to adversely affect the preferences, special rights or other powers of shares of Series A Preferred; (B) increase or decrease the authorized number of shares of Series A Preferred; (C) create any new class or series of shares that has a preference over or is on a parity with the Series A Preferred with respect to voting, dividends or liquidation preferences (except that the Company may create and issue the Series B Preferred and the Series C Preferred and may grant voting rights to shares of a series of preferred stock which have the right to vote with holders of Common Stock on an as-converted basis, but in any event not in preference to shares of Series A Preferred); 8
EX-4.69th Page of 133TOC1stPreviousNextBottomJust 9th
(D) reclassify stock into shares having a preference over or parity with the Series A Preferred with respect to voting, dividends or liquidation preferences (except that the Company may grant voting rights to shares of a series of preferred stock which have the right to vote with holders of Common Stock on an as-converted basis, but in any event not in preference to shares of Series A Preferred); (E) authorize any dividend or other distribution (other than a stock dividend) with respect to the Preferred Stock or the Common Stock (other than cash dividends payable to the holders of Series A Preferred); (F) repurchase any Common Stock or Preferred Stock, other than the purchase of Common Stock from employees acquired pursuant to any stock option plan, stock purchase plan, stock award plan or other incentive plan of the Company or the purchase of Common Stock pursuant to contractual rights to repurchase shares of Common Stock held by employees, directors or consultants of the Company or its subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal, call right or other purchase option held by the Company; provided that in the event the Company repurchases any such shares from one or more employees pursuant to this clause (F), the aggregate value of such permitted repurchases shall not exceed $1,000,000 (exclusive of any amount of indebtedness owed to the Company by an officer or employee that is canceled or rescinded as part of a repurchase) in any twelve (12) month period; (G) increase the number of directors of the Company to greater than seven (7) persons; (H) use proceeds from the sale of any Series A Preferred other than for the uses contemplated by Section 4.3 of the Series A Purchase Agreement; (I) other than options, or shares purchasable on the exercise of options, pursuant to the Option Pool (as defined in SECTION 7(g)), offer shares of Common Stock at an issue price that is the less than the fair market value for such shares as of the date of issuance; (J) offer or issue any equity security that has a preference over, more favorable terms than, or on a parity with the Series A Preferred with respect to voting, dividends, liquidation preferences or any other material term or condition; provided, however, that the Company may create and issue the Series B Preferred and the Series C Preferred; or (K) undertake, enter into or consummate any Sale Transaction. 9
EX-4.610th Page of 133TOC1stPreviousNextBottomJust 10th
(ii) So long as at least 1,800,000 shares of Series B Preferred remain outstanding, the Company will not, without the written approval of the holders of at least two-thirds of the shares of Series B Preferred, take any of the following actions: (A) amend, alter or repeal the Company's Bylaws or Certificate of Incorporation so as to adversely affect the preferences, special rights or other powers of shares of Series B Preferred; (B) increase or decrease the authorized number of shares of Series B Preferred; (C) create any new class or series of shares that has a preference over or is on a parity with the Series B Preferred with respect to voting, dividends or liquidation preferences (except that the Company may create and issue the Series A Preferred and the Series C Preferred and may grant voting rights to shares of a series of preferred stock which have the right to vote with holders of Common Stock on an as-converted basis, but in any event not in preference to shares of Series B Preferred); (D) reclassify stock into shares having a preference over or parity with the Series B Preferred with respect to voting, dividends or liquidation preferences (except that the Company may grant voting rights to shares of a series of preferred stock which have the right to vote with holders of Common Stock on an as-converted basis, but in any event not in preference to shares of Series B Preferred); (E) authorize any dividend or other distribution (other than a stock dividend) with respect to the Preferred Stock or the Common Stock (other than cash dividends payable to the holders of Series B Preferred); (F) repurchase any Common Stock or Preferred Stock, other than the purchase of Common Stock from employees acquired pursuant to any stock option plan, stock purchase plan, stock award plan or other incentive plan of the Company or the purchase of Common Stock pursuant to contractual rights to repurchase shares of Common Stock held by employees, directors or consultants of the Company or its subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal, call right or other purchase option held by the Company; provided that in the event the Company repurchases any such shares from one or more employees pursuant to this clause (F), the aggregate value of such permitted repurchases shall not exceed $1,000,000 (exclusive of any amount of indebtedness owed to the Company by an officer or employee that is canceled or rescinded as part of a repurchase) in any twelve (12) month period; (G) increase the number of directors of the Company to greater than seven (7) persons; 10
EX-4.611th Page of 133TOC1stPreviousNextBottomJust 11th
(H) use proceeds from the sale of any Series B Preferred other than for the uses contemplated by Section 4.1 of the Series B Purchase Agreement; (I) other than options, or shares purchasable on the exercise of options, pursuant to the Option Pool), offer shares of Common Stock at an issue price that is the less than the fair market value for such shares as of the date of issuance; (J) offer or issue any equity security that has a preference over, more favorable terms than, or on a parity with the Series B Preferred with respect to voting, dividends, liquidation preferences or any other material term or condition; provided, however, that the Company may create and issue the Series A Preferred and the Series C Preferred; or (K) undertake, enter into or consummate any Sale Transaction. (iii) So long as at least 1,990,000 shares of Series C Preferred remain outstanding, the Company will not, without the written approval of the holders of at least two-thirds of the shares of Series C Preferred, take any of the following actions: (A) amend, alter or repeal the Company's Bylaws or Certificate of Incorporation so as to adversely affect the preferences, special rights or other powers of shares of Series C Preferred; (B) increase or decrease the authorized number of shares of Series C Preferred; (C) create any new class or series of shares that has a preference over or is on a parity with the Series C Preferred with respect to voting, dividends or liquidation preferences (except that the Company may create and issue the Series A Preferred and the Series B Preferred and may grant voting rights to shares of a series of preferred stock which have the right to vote with holders of Common Stock on an as-converted basis, but in any event not in preference to shares of Series C Preferred); (D) reclassify stock into shares having a preference over or parity with the Series C Preferred with respect to voting, dividends or liquidation preferences (except that the Company may grant voting rights to shares of a series of preferred stock which have the right to vote with holders of Common Stock on an as-converted basis, but in any event not in preference to shares of Series C Preferred); (E) authorize any dividend or other distribution (other than a stock dividend) with respect to the Preferred Stock or the Common Stock (other than cash dividends payable to the holders of Series C Preferred); 11
EX-4.612th Page of 133TOC1stPreviousNextBottomJust 12th
(F) repurchase any Common Stock or Preferred Stock, other than the purchase of Common Stock from employees acquired pursuant to any stock option plan, stock purchase plan, stock award plan or other incentive plan of the Company or the purchase of Common Stock pursuant to contractual rights to repurchase shares of Common Stock held by employees, directors or consultants of the Company or its subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal, call right or other purchase option held by the Company; provided that in the event the Company repurchases any such shares from one or more employees pursuant to this clause (F), the aggregate value of such permitted repurchases shall not exceed $1,000,000 (exclusive of any amount of indebtedness owed to the Company by an officer or employee that is canceled or rescinded as part of a repurchase) in any twelve (12) month period; (G) increase the number of directors of the Company to greater than seven (7) persons; (H) use proceeds from the sale of any Series C Preferred other than for the uses contemplated by Section 4.1 of the Series C Purchase Agreement; (I) other than options, or shares purchasable on the exercise of options, pursuant to the Option Pool), offer shares of Common Stock at an issue price that is the less than the fair market value for such shares as of the date of issuance; (J) offer or issue any equity security that has a preference over, more favorable terms than, or on a parity with the Series C Preferred with respect to voting, dividends, liquidation preferences or any other material term or condition; provided, however, that the Company may create and issue the Series A Preferred and the Series B Preferred; or (K) undertake, enter into or consummate any Sale Transaction. (e) STOCKHOLDER AND DIRECTOR INFORMATION. At the request of any Investor, the Company shall promptly deliver to such Investor information regarding the security holders, officers and directors of the Company, including, without limitation, names, addresses, types of securities held and terms of securities held. (f) NO IMPAIRMENT. The Company and the Subsidiaries will observe and honor in good faith all rights of the Investors under the terms of this Agreement or any other document executed in connection herewith, and will take no action that would impair or otherwise prejudice such rights. (g) OPTION POOL. The shares reserved for issuance pursuant to the Stock Option Plan shall not exceed fifteen percent (15%) of the fully diluted Common Stock and Preferred Stock (assuming the issuance and sale of the Preferred Stock) of the Company at the Closing (such shares being referred to as the "OPTION POOL"), appropriately adjusted for Recapitalizations. 12
EX-4.613th Page of 133TOC1stPreviousNextBottomJust 13th
(h) RESERVE FOR CONVERSION SHARES. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock and otherwise complying with the terms of this Agreement and the Purchase Agreements such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase Agreements. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred Stock. (i) BYLAWS. The Company shall at all times cause its Bylaws to provide that the number of directors fixed in accordance therewith shall in no event conflict with any of the terms or provisions of this Agreement or the Company's Certificate of Incorporation. The Company shall at all times maintain provisions in its Bylaws and/or Certificate of Incorporation indemnifying all directors against liability and absolving all directors from liability to the Company and its stockholders and providing for advance payment of such indemnities to the maximum extent permitted under the laws of the State of Delaware. (j) COMPLIANCE. The Company shall comply, and cause each Subsidiary to comply, with all applicable laws, rules, regulations and orders, noncompliance with which could materially and adversely affect its business or condition, financial or otherwise. (k) AGREEMENTS IN FORCE. The Company will not waive or fail to enforce the provisions of any employment agreement, non-disclosure or noncompetition agreement under which it has rights where such waiver or failure to enforce would have a material adverse effect on the Company or its business. 8. RIGHT OF FIRST REFUSAL ON ISSUANCE OF NEW SECURITIES. (a) GRANT OF RIGHT. The Company hereby grants to each Investor and NBC the right of first refusal to purchase its Pro Rata Share of New Securities which the Company may, from time to time, propose to sell and issue. (b) NOTICE. In the event the Company proposes to undertake an issuance or sale of New Securities, it shall give the Investors and NBC written notice of its intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to issue the same. To the extent New Securities are subject to SECTION 8(a) above, each Investor and NBC shall have thirty (30) days from the date of receipt of any such notice to agree to purchase up to its Pro Rata Share of such New Securities for the price and upon the terms specified in the notice by giving 13
EX-4.614th Page of 133TOC1stPreviousNextBottomJust 14th
written notice to the Company and stating therein the quantity of New Securities to be purchased. Subject to the previous sentence, the closing of the purchase of the New Securities to be issued and sold to the Investors or NBC shall occur at the same time as the closing of the sale of New Securities not elected or eligible to be purchased by the Investors or NBC shall occur. (c) ELIGIBLE SALES TO THIRD PARTIES. After giving the notice and opportunity for the Investors and NBC to participate as required under SECTION 8(b) above, the Company shall have ninety (90) days thereafter to issue and sell the New Securities not elected nor eligible to be purchased by the Investors and NBC at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company's notice under SECTION 8(b). In the event the Company has not sold such New Securities within said ninety (90) day period, the Company shall not thereafter issue or sell any New Securities without first offering such securities in the manner provided above. 9. LEGENDS. All certificates of the Stockholders representing any Securities subject to the provisions of this Agreement shall have endorsed thereon a legend to substantially the following effect: "THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO CERTAIN RESTRICTIONS, WHICH INCLUDE CO-SALE AND RIGHT OF FIRST REFUSAL RESTRICTIONS ON THE SALE OF THE SHARES AND A VOTING AGREEMENT, SET FORTH IN A STOCKHOLDERS' AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS AND ITS REGISTERED OFFICE." 10. TRANSFER OF STOCK. The Company shall not: (a) permit any transfer on its books of any Securities which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or applicable securities laws, (b) treat as an owner of such Securities or accord the right to vote as an owner or to pay dividends to any transferee to whom such Securities shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (c) treat as an owner of such Securities or accord the right to vote as an owner or to pay dividends to any transferee to whom such Securities shall have been pledged or hypothecated. 11. TERMINATION. This Agreement shall terminate upon the earlier to occur of: (a) an agreement in writing by the Company, Investors holding at least two-thirds of the shares (counted on an as-converted basis) of the capital stock held by all Investors, Inside Stockholders holding at least two-thirds of the shares (counted on an as-converted basis) of the capital stock held by all Inside Stockholders and Outside Stockholders holding at least two-thirds of the shares (counted on an as-converted basis) of the capital stock held by all Outside Stockholders; 14
EX-4.615th Page of 133TOC1stPreviousNextBottomJust 15th
(b) the consummation of a Qualified Public Offering; (c) the consolidation, merger (but only with respect to a consolidation or merger pursuant to which stockholders of the Company (determined prior to such consolidation or merger) hold less than fifty percent (50%) of the voting equity of the surviving corporation) or sale of all or substantially all of the assets of the Company; or (d) December 31, 2010. 12. TRANSFER OF RIGHTS. Notwithstanding any other provision of this Agreement, the rights set forth in SECTION 2, SECTION 3, and SECTION 4 (the "RIGHTS") are assignable or transferable by the Investors and NBC to any party (an "INVESTORS' PERMITTED ASSIGN") in connection with the sale of such securities to such party pursuant to the terms of this Agreement, so long as such Investors' Permitted Assign agrees in a written instrument to be bound by the terms of this Agreement as if such party were an Investor or NBC, as applicable. 13. AMENDMENT. Any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company, Investors holding at least two-thirds of the shares (counted on an as-converted basis) of the capital stock held by all Investors, Inside Stockholders holding at least two-thirds of the shares (counted on an as-converted basis) of the capital stock held by all Inside Stockholders and Outside Stockholders holding at least two-thirds of the shares (counted on an as-converted basis) of the capital stock held by all Outside Stockholders. Any amendment or waiver effected in accordance with this SECTION 13 shall be binding upon each Stockholder, NBC, each Permitted Transferee, each Investors' Permitted Assign, and the Company. For purposes of this SECTION 13 only, the term "Investor" shall include NBC. 14. GOVERNING LAW. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The parties hereto agree to submit to the jurisdiction of the federal and state courts of the State of Delaware with respect to the breach or interpretation of this Agreement or the enforcement of any and all rights, duties, liabilities, obligations, powers, and other relations between the parties arising under this Agreement. 15. ENTIRE AGREEMENT. This Agreement, including all exhibits, schedules and attachments hereto, and all other agreements executed in connection therewith, constitute the full and entire understanding and agreement between the parties regarding the matters set forth herein and therein. This Agreement (i) amends and restates in its entirety the Stockholders' Agreement, dated September 29, 1999 (the "Original Agreement), by and among the Company and the other parties thereto, (ii) has been approved in accordance with the terms of the Original Agreement, as evidenced by the signatories hereto and (iii) is binding on all parties to the Original Agreement, whether or not such parties are signatories hereto. The Series A Investors and the Company agree that the provisions set forth in SECTION 7 hereof replace and supercede the provisions set forth in SECTIONS 4.1, 4.2, 4.4-4.14, 15
EX-4.616th Page of 133TOC1stPreviousNextBottomJust 16th
5.1, 5.2 AND 5.3 contained in the Series A Purchase Agreement, which provisions of such Series A Purchase Agreement shall be void and of no further force or effect on and after the date of this Agreement. 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. 16. NOTICES, ETC. Except as otherwise specifically provided herein, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery to the party to be notified or three (3) days after deposit with the United States mail, by registered or certified mail, postage prepaid, addressed (a) if to an Investor or NBC, at such Investors' or NBC's address as set forth on the signature pages hereto, or at such other address as such Investor or NBC shall have furnished to the Company in writing in accordance with this SECTION 16; (b) if to any other holder of the Preferred Stock and Common Stock issued upon conversion thereof to whom the Rights have been transferred in accordance with SECTION 12 hereof, at such address as such holder shall have furnished the Company in writing in accordance with this SECTION 16, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder thereof who has so furnished an address to the Company; (c) if to any Other Stockholder, at such address as such Other Stockholder shall have last furnished the Company and the Stockholders in writing; or (d) if to the Company, at its principal office. 17. 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. 18. SEVERABILITY. If any provision of this Agreement is held invalid under applicable law, such provision will be ineffective to the extent of such invalidity, and such invalid provision will be modified to the extent necessary to make it valid and enforceable. Any such invalidity will not invalidate the remainder of this Agreement. 19. SPECIFIC PERFORMANCE. The Company, NBC and the Stockholders agree that the rights created by this Agreement are unique, and that the loss of any such right is not susceptible to monetary quantification. Consequently, the parties agree that an action for specific performance (including for temporary and/or permanent injunctive relief) of the obligations created by this Agreement is a proper remedy for the breach of the provisions of this Agreement, without the necessity of proving actual damages. If the parties hereto are forced to institute legal proceedings to enforce their rights in accordance with the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable expenses, including attorneys' fees, in connection with any such action. 20. WARRANTS. The Investors consent to and approve the Company's issuance of warrants on the terms and conditions described in Schedule 2.5 of the Series B Purchase Agreement and the Series C Purchase Agreement, to NBC pursuant to the Warrant Agreements, both dated as of April 18, 2000, or shares of Common Stock issuable upon exercise thereof. 16
EX-4.617th Page of 133TOC1stPreviousNextBottomJust 17th
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. COMPANY DIGITALCONVERGENCE.:COM, INC. By: /s/ Patrick V. Stark ------------------------------------ Name: Patrick V. Stark Title: Executive Vice President INSIDE STOCKHOLDERS /s/ J. Jovan Philyaw --------------------------------------------- J. Jovan Philyaw /s/ Patrick V. Stark --------------------------------------------- Patrick V. Stark /s/ Michael N. Garin --------------------------------------------- Michael N. Garin Stockholders' Agreement - Signature Page
EX-4.618th Page of 133TOC1stPreviousNextBottomJust 18th
OUTSIDE STOCKHOLDERS BCG PARTNERSHIP, LTD. By: /s/ William O. Hunt ------------------------------------------- General Partner Address: BCG Partnership, Ltd. 17604 Woods Edge Drive Dallas, Texas 75287 Telephone: (972) 931-8559 Telecopy: (972) 931-4032 B&G PARTNERSHIP, LTD. By: /s/ William O. Hunt ------------------------------------------- General Partner Address: B&G Partnership, Ltd. 17604 Woods Edge Drive Dallas, Texas 75287 Telephone: (972) 931-8559 Telecopy: (972) 931-4032 JAT FIVE, LTD. By: /s/ Jack A. Turpin ------------------------------------------- Jack A. Turpin, Manager Address: JAT FIVE, LTD. 8201 Preston Road Suite 310 Dallas, Texas 75225 Telephone: (214) 692-4253 Telecopy: ______________ Stockholders' Agreement - Signature Page
EX-4.619th Page of 133TOC1stPreviousNextBottomJust 19th
SERIES A INVESTORS BELO ENTERPRISES, INC.* By: /s/ Mark T. Ryan ------------------------------ Mark T. Ryan President Address: Belo Enterprises, Inc. Silverside Carr Executive Center 501 Silverside Road, Suite 401 Wilmington, Delaware 19809 Attn: President Telephone: (302) 792-8464 Telecopy: (302) 798-3922 YOUNG & RUBICAM INC. By: /s/ Michael J. Dolan ------------------------------ Name: Michael J. Dolan Title Vice Chairman/CFO Address: Young & Rubicam Inc. 285 Madison Avenue New York, New York 10017 Attention: ___________________ Telephone: (214) 210-3022 Telecopy: (214) 687-1393 ------------------------- *Also signing in capacity as a Series B Investor and a Series C Investor. Stockholders' Agreement - Signature Page
EX-4.620th Page of 133TOC1stPreviousNextBottomJust 20th
ING CAPITAL LLC By: /s/ Albert J. Staal -------------------------------------- Name: Albert J. Staal Title: Managing Director Address: ING Capital, LLC _______________________________ _______________________________ Telephone: ____________________ Telecopy: ____________________ Stockholders' Agreement - Signature Page
EX-4.621st Page of 133TOC1stPreviousNextBottomJust 21st
Sumitomo Corporation By: /s/ Atsushi Nishijo ----------------------------------------- Name: Atsushi Nishijo Title: Managing Director, C.I.O. General Manager Media, Electronics & Information Business Group Address: 1-2-2, Hitotsubashi, Chiyoda-ku Tokyo, 100-8601 Telephone: +81 3 3217 7012 ------------------------- Telecopy: +81 3 3217 7629 ------------------------- Stockholders' Agreement - Signature Page
EX-4.622nd Page of 133TOC1stPreviousNextBottomJust 22nd
SERIES B & SERIES C INVESTORS TANDY CORPORATION By: /s/ Mark C. Hill ----------------------------------- Mark C. Hill Senior Vice President, Corporate Secretary and General Counsel Address: Tandy Corporation 100 Throckmorton Street Suite 1900 Fort Worth, Texas 76102 Telephone: (817) 415-2181 Telecopy: (817) 415-6593 Stockholders' Agreement - Signature Page
EX-4.623rd Page of 133TOC1stPreviousNextBottomJust 23rd
A. H. Belo Foundation Corporation By: /s/ F. Jamieson Clement ------------------------------------- Name: F. Jamieson Clement Title Treasurer Address: 400 S. Record Street Dallas, Texas 75202 Telephone: (214) 977-6802 Telecopy: (214) 977-6620 Stockholders' Agreement - Signature Page
EX-4.624th Page of 133TOC1stPreviousNextBottomJust 24th
COCA-COLA OASIS, INC. By: /s/ Steve M. Whaley ------------------------------------- Name: Steve M. Whaley Title: Vice President Address: Coca-Cola Oasis, Inc. c/o The Coca-Cola Company One Coca-Cola Plaza Atlanta, GA 30313 Attention: Director of Business Development Telephone: (404) 676-2121 Telecopy: (404) 676-6275 with copies to: The Coca-Cola Company One Coca-Cola Plaza Atlanta, GA 30313 Attention: General Counsel Telephone: (404) 676-2121 Telecopy: (404) 676-6275 Stockholders' Agreement - Signature Page
EX-4.625th Page of 133TOC1stPreviousNextBottomJust 25th
A.T. CROSS LIMITED By: /s/ John T. Ruggieri ------------------------------------- Name: John T. Ruggieri Title Assistant Treasurer Address: c/o Appleby Spurling & Kempe Cedar House, 41 Cedar Avenue Hamilton 12, Bermuda Telephone: Telecopy: Stockholders' Agreement - Signature Page
EX-4.626th Page of 133TOC1stPreviousNextBottomJust 26th
SCRIPPS-HOWARD PUBLISHING INC. By: /s/ Craig C. Standen ------------------------------------- Craig C. Standen Title: SVP, Corporate Development Address: The E.W. Scripps Company 312 Walnut Street, 28th Floor Cincinnati, Ohio 45202 Telephone: (513) 977-3807 Telecopy: (513) 977-3013 Stockholders' Agreement - Signature Page
EX-4.627th Page of 133TOC1stPreviousNextBottomJust 27th
SPIELBERG/KATZ ENTERPRISES, LLC By: /s/ Mr. Shimon Y. Katz ------------------------------------- Mr. Shimon Y. Katz Title: Manager of the Member-Manager Address: Spielberg/Katz Enterprises, LLC 545 Madison Avenue, Suite 700 New York, NY 10022 Attn: Telephone: (212) 759-2700 Telecopy: (212) 759-2525 Stockholders' Agreement - Signature Page
EX-4.628th Page of 133TOC1stPreviousNextBottomJust 28th
SERIES B (ONLY) INVESTORS: Stockholders' Agreement - Signature Page
EX-4.629th Page of 133TOC1stPreviousNextBottomJust 29th
By: /s/ Stephanie W. Abramson -------------------------------- Name: --------------------------- Title: -------------------------- Address: ------------------------- ------------------------- Attn: -------------------- Telephone: -------------- Telecopy: -------------- Stockholders' Agreement - Signature Page
EX-4.630th Page of 133TOC1stPreviousNextBottomJust 30th
By: /s/ David Alexander ------------------------------------ Name: David Alexander Title: --------------------------- Address: 500 Fifth Ave., Suite 2700 New York, N.Y. 10110 Stockholders' Agreement - Signature Page
EX-4.631st Page of 133TOC1stPreviousNextBottomJust 31st
B&McG HOLDINGS By: /s/ Burton Lehman ------------------------------------ Name: Burton Lehman Title: Managing Partner Address: c/o Schulte, Roth & Zabel 900 Third Avenue New York, NY 10022 Stockholders' Agreement - Signature Page
EX-4.632nd Page of 133TOC1stPreviousNextBottomJust 32nd
By: /s/ Bruce A. Barnet ------------------------------------ Name: Bruce A. Barnet Title: ---------------------------- Address: 5 Crooked Mile Rd. Westport, CT 06880 Stockholders' Agreement - Signature Page
EX-4.633rd Page of 133TOC1stPreviousNextBottomJust 33rd
By: /s/ Frank Belatti ------------------------------------ Name: Frank Belatti Title: CEO AFC Enterprises Address: 330 Cannady Ct. Atlanta, GA 30350 Stockholders' Agreement - Signature Page
EX-4.634th Page of 133TOC1stPreviousNextBottomJust 34th
By: /s/ Thomas D. Bell, Jr. ------------------------------------ Name: Thomas D. Bell, Jr. Title: President & CEO Address: 14 Red Coat Lane Greenwich, CT 06830 Stockholders' Agreement - Signature Page
EX-4.635th Page of 133TOC1stPreviousNextBottomJust 35th
By: /s/ James S. Berrien ------------------------------------ Name: James S. Berrien Title: President, Forbes Magazine Address: 290 Sturges Hwy. Westport, CT 06880 Stockholders' Agreement - Signature Page
EX-4.636th Page of 133TOC1stPreviousNextBottomJust 36th
By: /s/ Darrel G. Besikof ------------------------------------ Darrel G. Besikof Address: 12231 Orchard Ave. W. Minnetonka, MN 55305 Stockholders' Agreement - Signature Page
EX-4.637th Page of 133TOC1stPreviousNextBottomJust 37th
By: /s/ Kenneth W. Biermacher -------------------------------------- Mr. Ken Biermacher Address: c/o Kane Russell Coleman & Logan 3700 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201-7207 Stockholders' Agreement - Signature Page
EX-4.638th Page of 133TOC1stPreviousNextBottomJust 38th
By: /s/ John R. Bingle ---------------------------- Name: John R. Bingle Address: 49 North Walton Rd. New Canaan, CT 06840 Stockholders' Agreement - Signature Page
EX-4.639th Page of 133TOC1stPreviousNextBottomJust 39th
By: /s/ Maks Birnbach --------------------------- Name: Maks Birnbach Address: 1165 Park Ave. 8A NY, NY 10128 Attn: Maks Birnbach Stockholders' Agreement - Signature Page
EX-4.640th Page of 133TOC1stPreviousNextBottomJust 40th
By: /s/ Livio M. Borghese ----------------------- Name: Livio Borghese Title: --------------- Address: 79 East 79th NY, NY 10021 Stockholders' Agreement - Signature Page
EX-4.641st Page of 133TOC1stPreviousNextBottomJust 41st
By: /s/ Richard J. Borinstein ------------------------------------------ Richard J. Borinstein Address: c/o Radio Shack/Tandy Corporation 100 Throckmorton, #1600 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.642nd Page of 133TOC1stPreviousNextBottomJust 42nd
By: /s/ Daniel B. Brewster, Jr. ------------------------------ Name: Daniel B. Brewster, Jr. Address: 944 Lake Ave. Greenwich, CT 06831 Stockholders' Agreement - Signature Page
EX-4.643rd Page of 133TOC1stPreviousNextBottomJust 43rd
By: /s/ Gerard A. Byrne ------------------------- Name: Gerard A. Byrne Address: -------------------- -------------------- -------------------- Stockholders' Agreement - Signature Page
EX-4.644th Page of 133TOC1stPreviousNextBottomJust 44th
By: /s/ Jeffrey A. Chapman --------------------------------- Address: c/o Vinson & Elkins L.L.P. 2001 Ross Avenue 3700 Trammell Crow Center Dallas, Texas 75201-2975 Stockholders' Agreement - Signature Page
EX-4.645th Page of 133TOC1stPreviousNextBottomJust 45th
By: /s/ Henry Chiarelli ------------------------------ Mr. Henry Chiarelli Address: c/o Tandy Corporation 100 Throckmorton, #1400 Fort Worth, TX 76102 Attn: Henry Chiarelli Stockholders' Agreement - Signature Page
EX-4.646th Page of 133TOC1stPreviousNextBottomJust 46th
By: /s/ David Christopher ------------------------------ Mr. Dave Christopher Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.647th Page of 133TOC1stPreviousNextBottomJust 47th
/s/ William Clarke --------------------------- Name: William Clarke Address: 4 Wild Iris Lane Fairview, NC 28730 Stockholders' Agreement - Signature Page
EX-4.648th Page of 133TOC1stPreviousNextBottomJust 48th
By: /s/ Kenneth D. Cole ---------------------------------- Name: Kenneth D. Cole Title: -------------------------- Address: 1619 Purchase St. Purchase, N.Y. 10577 Stockholders' Agreement - Signature Page
EX-4.649th Page of 133TOC1stPreviousNextBottomJust 49th
By: /s/ Joseph M. Coleman ---------------------------------- Name: Joseph M. Coleman Title: -------------------------- Address: 6416 Shady Oaks Plano, TX 75093 Attn: Stockholders' Agreement - Signature Page
EX-4.650th Page of 133TOC1stPreviousNextBottomJust 50th
By: /s/ Mark Colodny ---------------------------------- Name: Mark Colodny Title: Vice President, Corp. Development Address: 59 East 92nd St, #3 NY NY 10128 Stockholders' Agreement - Signature Page
EX-4.651st Page of 133TOC1stPreviousNextBottomJust 51st
By: /s/ James C. Cooksey ---------------------------------- Name: James C. Cooksey Address: 12750 Merit #1310 Dallas, TX 75251 Stockholders' Agreement - Signature Page
EX-4.652nd Page of 133TOC1stPreviousNextBottomJust 52nd
By: /s/ Lawrence R. Cowart ---------------------------------- Name: Lawrence R. Cowart Title: ---------------------------- Address: 18 Park Lane Atlanta, Georgia 30309 Stockholders' Agreement - Signature Page
EX-4.653rd Page of 133TOC1stPreviousNextBottomJust 53rd
DCGI ASSOCIATES LLC By: /s/ Mr. Shimon Y. Katz -------------------------------------- Mr. Shimon Y. Katz Title: Member-Manager Address: DCGI Associates LLC c/o Spielberg/Katz Enterprises, LLC Attn: Shimon Y. Katz 545 Madison Avenue, Suite 700 Stockholders' Agreement - Signature Page
EX-4.654th Page of 133TOC1stPreviousNextBottomJust 54th
By: /s/ Denise De Clercq ---------------------------------- Name: Denise De Clercq Address: 33 Hugo Verrieststraat Gent Belgium Stockholders' Agreement - Signature Page
EX-4.655th Page of 133TOC1stPreviousNextBottomJust 55th
Devillier Donegan Enterprises Inc. By: /s/ Ronald J. Devillier ---------------------------------- Name: Ronald J. Devillier Title: Pres & CEO Address: 4401 Connecticut Avenue NW Wash D.C. 20008 Stockholders' Agreement - Signature Page
EX-4.656th Page of 133TOC1stPreviousNextBottomJust 56th
By: /s/ Michael J. Dolan ---------------------------------- Name: Michael J. Dolan Title: Vice Chairman/CFO Address: 15 E. 69th ST., #6C NY, NY 10021 Stockholders' Agreement - Signature Page
EX-4.657th Page of 133TOC1stPreviousNextBottomJust 57th
By: /s/ David J. Edmondson ---------------------------------- Mr. Dave Edmondson 4/14/00 Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.658th Page of 133TOC1stPreviousNextBottomJust 58th
E.F.G. PRIVATE BANK SA By: /s/ Silvio Maglio Christophe Trueck -------------------------------------------- Name: Silvio Maglio - Christophe Trueck Title: Vice President - Assistant Vice President Address: E.F.G. Private Bank SA 24, Quai du Seujet C.P. 2391 1211 Geneve 2 Switzerland Stockholders' Agreement - Signature Page
EX-4.659th Page of 133TOC1stPreviousNextBottomJust 59th
By: /s/ Ronald E. Elmquist ---------------------------- Mr. Ronald E. Elmquist Address: Keystone Automative 44 Tunkhannock Avenue Exeter, PA 18643-1299 Stockholders' Agreement - Signature Page
EX-4.660th Page of 133TOC1stPreviousNextBottomJust 60th
By: /s/ Jay R. Feldman --------------------------- Jay R. Feldman Title: --------------------- Address: 13018 Boswell Ct Potamac, MD 20854 Stockholders' Agreement - Signature Page
EX-4.661st Page of 133TOC1stPreviousNextBottomJust 61st
By: /s/ Jon Feldman ---------------------------- Name: Jon Feldman Title: ---------------------- Address: 151 S. Orange Drive Los Angeles, CA 90036 Stockholders' Agreement - Signature Page
EX-4.662nd Page of 133TOC1stPreviousNextBottomJust 62nd
By: /s/ Evelyn Follit ------------------------------ Evelyn Follit Address: c/o Tandy Corporation 200 Taylor Street, #400 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.663rd Page of 133TOC1stPreviousNextBottomJust 63rd
Forbes Family Holdings Inc. By: /s/ Joel B. Redler --------------------------- Name: Joel B. Redler Title: VP Treas. Address: 60 Fifth Avenue N.Y. N.Y. 10011 Stockholders' Agreement - Signature Page
EX-4.664th Page of 133TOC1stPreviousNextBottomJust 64th
4/13/00 By: /s/ David Frankel --------------------------- Name: David Frankel Address: 3507 St. Guadens Rd. Miami, FL 33133 Stockholders' Agreement - Signature Page
EX-4.665th Page of 133TOC1stPreviousNextBottomJust 65th
By: /s/ Dain T. Fritz --------------------------- Name: Dain T. Fritz Address: 14 Moss Ledge Road Westport, CT 06880 Stockholders' Agreement - Signature Page
EX-4.666th Page of 133TOC1stPreviousNextBottomJust 66th
By: /s/ Charles B. Fruit --------------------------- Name: Charles B. Fruit Address: 2845 Andrews Drive Atlanta, GA 30305 Stockholders' Agreement - Signature Page
EX-4.667th Page of 133TOC1stPreviousNextBottomJust 67th
By: /s/ Geoffrey D. Garin --------------------------- Name: Geoffrey D. Garin Address: 5904 32nd Street NW Washington, DC 20015 Stockholders' Agreement - Signature Page
EX-4.668th Page of 133TOC1stPreviousNextBottomJust 68th
By: /s/ Peter A. Georgescu --------------------------------------- Name: P. Georgescu Title: Chairman Emeritus Address: Young & Rubicam 285 Madison Ave New York, N.Y. 10017 Stockholders' Agreement - Signature Page
EX-4.669th Page of 133TOC1stPreviousNextBottomJust 69th
By: /s/ Peter Godfrey --------------------------------------- Name: Peter Godfrey Title: -------------------------------- Address: 128 Beachside Avenue Westport, CT 06880 Stockholders' Agreement - Signature Page
EX-4.670th Page of 133TOC1stPreviousNextBottomJust 70th
By: /s/ Robert A. Goodin --------------------------------------- Name: Robert A. Goodin Title: -------------------------------- Address: 505 Sansome St, Ste. 900 San Francisco, CA 94111 Stockholders' Agreement - Signature Page
EX-4.671st Page of 133TOC1stPreviousNextBottomJust 71st
By: /s/ Peter Guber --------------------------------------- Name: Peter Guber Title: -------------------------------- Address: 5555 Melrose Avenue Hollywood, CA 90038 Stockholders' Agreement - Signature Page
EX-4.672nd Page of 133TOC1stPreviousNextBottomJust 72nd
By: /s/ Richard L. Harter --------------------------------------- Name: Richard L. Harter Title: Vice President-Sales Address: 75 Louise's Lane New Canaan, CT 06840 Stockholders' Agreement - Signature Page
EX-4.673rd Page of 133TOC1stPreviousNextBottomJust 73rd
By: /s/ John A. Herfort Diane S. Wallerstein ---------------------------------------------- Name: John A. Herfort Diane S. Wallerstein Title: --------------------------------------- Address: 1130 Park Ave. Apt.8-1 (for both) NYC, NY 10128 Stockholders' Agreement - Signature Page
EX-4.674th Page of 133TOC1stPreviousNextBottomJust 74th
By: /s/ Jacob D. Hill --------------------------------------- Name: Jacob Hill Title: -------------------------------- Address: 155 W. 68th #1514 New York, NY 10023 Attn: Jacob Hill Stockholders' Agreement - Signature Page
EX-4.675th Page of 133TOC1stPreviousNextBottomJust 75th
By: /s/ Mark C. Hill --------------------------------------- Mr. Mark C. Hill Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.676th Page of 133TOC1stPreviousNextBottomJust 76th
By: /s/ Dwain Hughes --------------------------------------- Mr. Dwain Hughes Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.677th Page of 133TOC1stPreviousNextBottomJust 77th
By: /s/ Loren K. Jensen --------------------------------------- Loren Jensen Address: c/o Tandy Corporation 100 Throckmorton, #1800 Fort Worth, TX 76102 Attn: Loren K. Jensen Stockholders' Agreement - Signature Page
EX-4.678th Page of 133TOC1stPreviousNextBottomJust 78th
JGM CAPITAL By: /s/ John McColskey --------------------------------- Name: John G. McCloskey Title: President Address: 1075 Brookhaven Sq. Atlanta, GA 30319 Stockholder's Agreement - Signature Page
EX-4.679th Page of 133TOC1stPreviousNextBottomJust 79th
By: /s/ David P. Johnson --------------------------------- Mr. David Johnson Address: c/o Tandy Corporation 100 Throckmorton, #1600 Fort Worth, TX 76102 Stockholder's Agreement - Signature Page
EX-4.680th Page of 133TOC1stPreviousNextBottomJust 80th
By: /s/ Wilma H. Jordan --------------------------------- Name: Wilma H. Jordan Title: -------------------------- Address: 150 E. 52nd, 18th Floor New York 10022 Stockholder's Agreement - Signature Page
EX-4.681st Page of 133TOC1stPreviousNextBottomJust 81st
By: /s/ Robert Kamerschen --------------------------------- Mr. Robert J. Kamerschen Address: c/o DIMAC Corporation 200 Day Hill Road Windsor, CT 06095 Stockholder's Agreement - Signature Page
EX-4.682nd Page of 133TOC1stPreviousNextBottomJust 82nd
By: /s/ Raymond J. Kane ---------------------------------- Mr. Ray Kane Address: c/o Kane Russell Coleman & Logan 3700 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201-7207 Attn: Stockholder's Agreement - Signature Page
EX-4.683rd Page of 133TOC1stPreviousNextBottomJust 83rd
By: /s/ Robert Kelsoe --------------------------------- Name: Robert Kelsoe Address: 5220 Spring Valley Road Suite 500 Dallas, Texas 75240 Stockholder's Agreement - Signature Page
EX-4.684th Page of 133TOC1stPreviousNextBottomJust 84th
By: /s/ Winthrop Knowlton --------------------------------- Name: Winthrop Knowlton Title: ------------------------- Address: c/o Knowlton Brothers, Inc. 530 Fifth Avenue NY, NY 10036 Stockholder's Agreement - Signature Page
EX-4.685th Page of 133TOC1stPreviousNextBottomJust 85th
By: /s/ Keith Kocho --------------------------------- Name: Keith Kocho Title: Founder and CEO Address: 1651 N. Beverly Drive Beverly Hills, CA 90210 Stockholder's Agreement - Signature Page
EX-4.686th Page of 133TOC1stPreviousNextBottomJust 86th
By: /s/ Frank Konigsberg --------------------------------- Name: Frank Konigsberg Title: -------------------------- Address: 7919 Sunset Blvd. Los Angeles, CA 90046 Stockholder's Agreement - Signature Page
EX-4.687th Page of 133TOC1stPreviousNextBottomJust 87th
By: /s/ Steven R. Koonin --------------------------------- Steven R. Koonin Address: 74 Gateside Place Marietta, GA 30067 Stockholder's Agreement - Signature Page
EX-4.688th Page of 133TOC1stPreviousNextBottomJust 88th
By: /s/ Sharon Korman as trustee for Eric Korman ---------------------------------------------- Name: Sharon Korman Title: trustee for Eric Lorman Address: 911 Park Avenue New York, New York 10021 Stockholder's Agreement - Signature Page
EX-4.689th Page of 133TOC1stPreviousNextBottomJust 89th
By: /s/ Lewis F. Kornfeld, Jr. ---------------------------------- Mr. Lewis F. Kornfeld, Jr. Address: 1000 Throckmorton, Suite #405 Fort Worth, TX 76102 Stockholder's Agreement - Signature Page
EX-4.690th Page of 133TOC1stPreviousNextBottomJust 90th
By: /s/ William P. Kupper, Jr. ---------------------------------- Name: William P. Kupper, Jr. Title: ------------------------- Address: 51 W. Branch Rd. Weston, CT 06883 Stockholder's Agreement - Signature Page
EX-4.691st Page of 133TOC1stPreviousNextBottomJust 91st
By: /s/ Kevin Lavan ---------------------------------- Kevin Lavan Address: ------------------------------- ------------------------------- Stockholder's Agreement - Signature Page
EX-4.692nd Page of 133TOC1stPreviousNextBottomJust 92nd
By: /s/ Chris Malinowski ---------------------------------- Name: Chris Malinowski Address: 5800 Kingsbrook Plano, TX 75093 Stockholder's Agreement - Signature Page
EX-4.693rd Page of 133TOC1stPreviousNextBottomJust 93rd
By: /s/ Debra Malinsky ----------------------------------- Debra Malinsky Address: 6800 Del Norte, #133 Dallas, TX 75225 Stockholder's Agreement - Signature Page
EX-4.694th Page of 133TOC1stPreviousNextBottomJust 94th
By: /s/ Kenneth L. Marks ---------------------------------- Name: Kenneth L. Marks Title: --------------------------- Address: 12 Beach Drive Darien, CT 06820 Stockholder's Agreement - Signature Page
EX-4.695th Page of 133TOC1stPreviousNextBottomJust 95th
By: /s/ Thomas N. Matlack ------------------------------------ Name: Thomas N. Matlack Title: Managing Director Address: 362 Commonwealth Avenue, #PHB Boston, MA 02116 Stockholder's Agreement - Signature Page
EX-4.696th Page of 133TOC1stPreviousNextBottomJust 96th
By: /s/ Peter W. May ---------------------------------- Name: Peter W. May Title: -------------------------- Address: 280 Park Avenue NY, NY 10017 41st Fl. Stockholder's Agreement - Signature Page
EX-4.697th Page of 133TOC1stPreviousNextBottomJust 97th
By: /s/ Jim McDonald ---------------------------------- Mr. Jim McDonald Address: c/o Tandy Corporation 100 Throckmorton, #1100 Fort Worth, TX 76102 Stockholder's Agreement - Signature Page
EX-4.698th Page of 133TOC1stPreviousNextBottomJust 98th
By: /s/ Donald M. McGuire --------------------------- Donald M. McGuire Address: 23 Carleton St. Greenwich, CT 06830 Stockholders' Agreement - Signature Page
EX-4.699th Page of 133TOC1stPreviousNextBottomJust 99th
By: /s/ Bryan McMillan ----------------------------- Name: Bryan McMillan Title: ----------------------- Address: 2540 Prestonwood Drive Plano, TX 75093 Stockholders' Agreement - Signature Page
EX-4.6100th Page of 133TOC1stPreviousNextBottomJust 100th
By: /s/ Joseph McOwen ---------------------------- Name: Joseph McOwen Title: ---------------------- Address: 3230 S. Ocean Blvd. Palm Beach, FL 33480 Stockholders' Agreement - Signature Page
EX-4.6101st Page of 133TOC1stPreviousNextBottomJust 101st
By: /s/ Jack L. Messman ---------------------------------------- Mr. Jack Messman Address: c/o Cambridge Technology Partners 8 Cambridge Center Cambridge, MA 02142 Stockholders' Agreement - Signature Page
EX-4.6102nd Page of 133TOC1stPreviousNextBottomJust 102nd
By: /s/ Knox Millar ---------------------------- Name: Knox Millar Title: ---------------------- Address: 194 West Lane Ridgefield, CT 06877 Stockholders' Agreement - Signature Page
EX-4.6103rd Page of 133TOC1stPreviousNextBottomJust 103rd
By: /s/ Martin Moad ------------------------------ Mr. Martin Moad Address: c/o Tandy Corporation 100 Throckmorton, #1800 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.6104th Page of 133TOC1stPreviousNextBottomJust 104th
By: /s/ Anthony Morgano ------------------------------ Name: Anthony Morgano Address: 194 Roxbury Rd Garden City, N.Y. 11530 Stockholders' Agreement - Signature Page
EX-4.6105th Page of 133TOC1stPreviousNextBottomJust 105th
By: /s/ William G. Morton, Jr. ---------------------------------- Mr. William G. Morton, Jr. Address: Boston Stock Exchange, Inc. 100 Franklin Street Boston, MA 02110 Stockholders' Agreement - Signature Page
EX-4.6106th Page of 133TOC1stPreviousNextBottomJust 106th
By: /s/ Douglas P.C. Nation --------------------------- Name: Douglas P.C. Nation Address: ------------------- ------------------- ------------------- Stockholders' Agreement - Signature Page
EX-4.6107th Page of 133TOC1stPreviousNextBottomJust 107th
By: /s/ Anthony Peyser -------------------------- Name: Anthony Peyser Title: ----------------- Address: 160 W 86th St 15A NYC 10024 Stockholders' Agreement - Signature Page
EX-4.6108th Page of 133TOC1stPreviousNextBottomJust 108th
By: /s/ Thomas G. Plaskett --------------------------------------- Mr. Thomas G. Plaskett Address: c/o Williams Square 5215 N. O'Connor, #1070 Irving, TX 75039 Stockholders' Agreement - Signature Page
EX-4.6109th Page of 133TOC1stPreviousNextBottomJust 109th
By: /s/ Lou Provost --------------------------------------- Lou Provost Address: c/o Tandy Corporation 100 Throckmorton, #1600 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.6110th Page of 133TOC1stPreviousNextBottomJust 110th
By: /s/ Michael A. Quint --------------------------------------- Mr. Mike Quint Address: c/o Jackson & Cooksey 12750 Merit, Suite 1310 Dallas, TX 75251 Stockholders' Agreement - Signature Page
EX-4.6111th Page of 133TOC1stPreviousNextBottomJust 111th
By: /s/ Richard Ramsey --------------------------------------- Mr. Richard Ramsey Address: c/o Tandy Corporation 100 Throckmorton, #1800 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.6112th Page of 133TOC1stPreviousNextBottomJust 112th
By: /s/ Leonard H. Roberts --------------------------------------- Mr. Leonard H. Roberts Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.6113th Page of 133TOC1stPreviousNextBottomJust 113th
By: /s/ Richard T. Robertson /s/ Marianne Robertson ---------------------------------------- Name: Richard T. & Marianne Robertson Title: -------------------------------- Address: 1531 Lindacrest Drive Beverly Hills, CA 90210 Stockholders' Agreement - Signature Page
EX-4.6114th Page of 133TOC1stPreviousNextBottomJust 114th
By: /s/ Johnathan Rodgers --------------------------------------- Name: Johnathan Rodgers Title: -------------------------------- Address: 3120 Newark St. Washington, DC 20008 Stockholders' Agreement - Signature Page
EX-4.6115th Page of 133TOC1stPreviousNextBottomJust 115th
By: /s/ Larry Sanitsky --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Address: 9340 Readcrest Dr. Beverly Hills, CA 90210 Stockholders' Agreement - Signature Page
EX-4.6116th Page of 133TOC1stPreviousNextBottomJust 116th
By: /s/ Brian D. Sayers --------------------------------------- Name: Brian D. Sayers Title: ------------------------------- Address: 5516 Roland Drive Plano TX 75093 Stockholders' Agreement - Signature Page
EX-4.6117th Page of 133TOC1stPreviousNextBottomJust 117th
By: /s/ Steven J. Simmons --------------------------------------- Name: Steven J. Simmons Title: ------------------------------- Address: 66 Winding Lane Greenwich, CT 06831 Stockholders' Agreement - Signature Page
EX-4.6118th Page of 133TOC1stPreviousNextBottomJust 118th
By: /s/ Francesca Spinelli ---------------------------------- Francesca Spinelli Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.6119th Page of 133TOC1stPreviousNextBottomJust 119th
By: /s/ Mark E. Stanley ---------------------------------- Mr. Mark Stanley Address: c/o Tandy Corporation 100 Throckmorton, #1100 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.6120th Page of 133TOC1stPreviousNextBottomJust 120th
THE A.J. STEIN FAMILY TRUST DTD 10/14/83 By: /s/ Alfred J. Stein ---------------------------------- Mr. Alfred J. Stein Address: 410 Old Oak Court Los Altos, CA 94022 Stockholders' Agreement - Signature Page
EX-4.6121st Page of 133TOC1stPreviousNextBottomJust 121st
By: /s/ Dennis Stoutenburgh ---------------------------------- Name: Dennis Stoutenburgh Title: Shareholder Address: 2804 Rosedale Ave. Dallas, TX 75205 Stockholders' Agreement - Signature Page
EX-4.6122nd Page of 133TOC1stPreviousNextBottomJust 122nd
DAVID TARLOW & CO., CPA, PC By: /s/ Charles Golden ---------------------------------- Name: Charles Golden Title: Pres Address: 60 East 42nd St New York, NY 10165 Stockholders' Agreement - Signature Page
EX-4.6123rd Page of 133TOC1stPreviousNextBottomJust 123rd
By: /s/ Tim G. Temple ---------------------------------- Name: Tim G. Temple Title: ---------------------------- Address: 1509 Chimney Works Southlake, TX 76092 Stockholders' Agreement - Signature Page
EX-4.6124th Page of 133TOC1stPreviousNextBottomJust 124th
By: /s/ John C. Thomas, Jr. ---------------------------------- John C. Thomas, Jr. Address: 14 Sutton Place So. New York, N.Y. 10022 Stockholders' Agreement - Signature Page
EX-4.6125th Page of 133TOC1stPreviousNextBottomJust 125th
By: /s/ William E. Tucker ---------------------------------- Mr. William E. Tucker Address: 100 Throckmorton, #416 Fort Worth, TX 76102 Stockholders' Agreement - Signature Page
EX-4.6126th Page of 133TOC1stPreviousNextBottomJust 126th
By: /s/ Stuart Turner ---------------------------------- Name: Stuart Turner Title: ---------------------------- Address: 72 Biltmore Estates Phoenix, AZ 85016 Stockholders' Agreement - Signature Page
EX-4.6127th Page of 133TOC1stPreviousNextBottomJust 127th
VINSON & ELKINS L.L.P. By: /s/ William R. Volk ---------------------------------- Name: William R. Volk Title: Partner Address: Vinson & Elkins L.L.P. 2001 Ross Avenue 3700 Trammell Crow Center Dallas, Texas 75201-2975 Stockholders' Agreement - Signature Page
EX-4.6128th Page of 133TOC1stPreviousNextBottomJust 128th
By: /s/ Mark P. Weill ---------------------------- Name: Mark P. Weill Title: -- ---------------------- Address: 399 Park Avenue NY, NY 10043 Stockholders' Agreement - Signature Page
EX-4.6129th Page of 133TOC1stPreviousNextBottomJust 129th
By: /s/ William F. Weld ---------------------------- Name: William F. Weld Title: Partner Address: McDermott, Will & Emery ------------------------ ------------------------ Stockholders' Agreement - Signature Page
EX-4.6130th Page of 133TOC1stPreviousNextBottomJust 130th
By: /s/ Bourne F. Welsh ---------------------------------- Name: Bourne F. Welsh Tite: Address: 501 E. 79th St. NYC, NY 10021 Stockholders' Agreement - Signature Page
EX-4.6131st Page of 133TOC1stPreviousNextBottomJust 131st
By: /s/ Leah Welsh ---------------------------------- Leah Welsh Address: 6417 Maryland Drive Los Angeles, CA 90048 Stockholders' Agreement - Signature Page
EX-4.6132nd Page of 133TOC1stPreviousNextBottomJust 132nd
By: /s/ Edwina D. Woodbury ---------------------------------- Ms. Edwina D. Woodbury Address: 629 Totten Place Chapel Hill, NC 27514 Stockholders' Agreement - Signature Page
EX-4.6Last Page of 133TOC1stPreviousNextBottomJust 133rd
NBC - DCCI HOLDING, INC. By: /s/ ------------------------------------- Name: -------------------------------- Title: ------------------------------- Address: c/o National Broadcasting Company, Inc. 30 Rockefeller Plaza 46th Floor (4618E) New York, New York 10112 Attn: Brandon Burgess Stockholders' Agreement - Signature Page

Dates Referenced Herein

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
12/31/1015None on these Dates
Filed on:9/26/00
4/20/0013
4/18/0016
1/1/007
9/29/99115
 List all Filings 
Top
Filing Submission 0000912057-00-042637   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2019 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Oct. 18, 9:35:21.1am ET