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Digitalconvergence Com Inc – IPO: ‘S-1/A’ on 9/26/00 – EX-4.5

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

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  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-4.5   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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11st Page   -   Filing Submission
18Company
19Investors
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EXHIBIT 4.5 FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of this 25th day of April, 2000, by and among DigitalConvergence.:Com Inc., a Delaware corporation (the "COMPANY") and the Investors shown on the signature pages hereof (collectively, the "INVESTORS" and each individually an "INVESTOR"). RECITALS WHEREAS, each of the Investors 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")), a 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; WHEREAS, this Agreement amends and restates the Registration Rights Agreement dated as of September 29, 1999 among the holders of the Series A Preferred, the Company and the other parties thereto; WHEREAS, NBC-DCCI Holding, Inc. (including any affiliate of NBC-DCCI Holding, Inc. to which Restricted Stock (as defined in Section 1) may have been issued or transferred, "NBC" and the Company have entered into two Warrant Agreements on April 18, 2000 (the "Warrant Agreements"), granting NBC the right to acquire up to 3,752,445 shares (the "First Warrant") and 4,505,165 shares, subject to adjustment (the "Second Warrant" and together with the First Warrant, the "Warrants"), respectively, of Common Stock, as adjusted pursuant to the terms of the Warrant Agreements; and WHEREAS, the Investors, including NBC, and the Company desire to be granted and to grant the rights created herein. 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. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
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"COMMISSION" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "COMMON STOCK" shall mean the Common Stock, $0.01 par value per share, of the Company, as constituted as of the date of this Agreement. "CONVERSION SHARES" shall mean shares of Common Stock issued or issuable upon conversion of the Preferred Stock. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "PREFERRED STOCK" shall mean the Series A Preferred, the Series B Preferred and the Series C Preferred. "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 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. "REGISTRATION EXPENSES" shall mean the expenses so described in SECTION 8. "RESTRICTED STOCK" shall mean the Conversion Shares and any other shares of Common Stock held by any Investor or the permitted transferee of any Investor, excluding Conversion Shares or other shares of Common Stock which have (a) been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them, (b) been publicly sold pursuant to Rule 144 under the Securities Act or (c) ceased to be outstanding. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "SELLING EXPENSES" shall mean the expenses so described in SECTION 8. 2. RESTRICTIVE LEGEND. Each certificate representing shares of Restricted Stock or Preferred Stock shall, except as otherwise provided in this SECTION 2 or in SECTION 3, be stamped or otherwise imprinted with a legend substantially in the following form: 2
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"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company (it being agreed that Vinson & Elkins L.L.P., Jenkens & Gilchrist, a Professional Corporation, or Skadden, Arps, Slate, Meagher & Flom LLP shall be satisfactory) the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws. 3. NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer of any shares of Restricted Stock or Preferred Stock (other than under the circumstances described in SECTIONS 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel satisfactory to the Company (it being agreed that Vinson & Elkins L.L.P., Jenkens & Gilchrist, a Professional Corporation, or Skadden, Arps, Slate, Meagher & Flom LLP shall be satisfactory) to the effect that the proposed transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion of counsel shall be required for a transfer to one or more partners of the transferor (in the case of a transferor that is a partnership) or to an affiliate. Each certificate for shares of Restricted Stock or Preferred Stock transferred as above provided shall bear the legend set forth in SECTION 2, except that such certificate shall not bear such legend if (a) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this SECTION 3 shall not apply to securities which are not required to bear the legend prescribed by SECTION 2 in accordance with the provisions of that Section. 4. REQUIRED REGISTRATION. (a) If, at any time after 180 days from the date of the first public offering of Common Stock pursuant to an effective registration statement under the Securities Act (including, without limitation, a Qualified Public Offering), the holder or holders of Restricted Stock, other than NBC, may request (pursuant to this SECTION 4(a)) the Company to register under the Securities Act the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in the notice; PROVIDED, HOWEVER, that no such registration shall be required for an amount less than ten percent (10%) of the aggregate number of shares of Restricted Stock held by Investors, 3
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other than NBC, immediately after the completion of the issuance of the shares of Series B Preferred and Series C Preferred on the date hereof. Notwithstanding anything to the contrary contained herein, no request may be made under this SECTION 4(a) within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to SECTIONS 5 or 6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. (b) If, at any time after 180 days from the date of the first public offering of Common Stock pursuant to an effective registration statement under the Securities Act (including, without limitation, a Qualified Public Offering), NBC may request (pursuant to this SECTION 4(b)) the Company to register under the Securities Act the shares of Restricted Stock held by NBC for sale in the manner specified in the notice; PROVIDED, HOWEVER, that no such registration shall be required for an amount less than fifteen percent (15%) of the aggregate number of shares of Restricted Stock for which the Warrants were exercisable as of the date of original issuance, as adjusted pursuant to the terms of the Warrant Agreements. Notwithstanding anything to the contrary contained herein, no request may be made under this SECTION 4(b) within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to SECTIONS 5 or 6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. (c) Following receipt of any notice under this SECTION 4, the Company shall promptly (but in any event within 10 days) notify in writing all holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all written notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of at least a majority of the shares of Restricted Stock to be sold in such offering who exercised their registration rights pursuant to SECTION 4(a) or 4(b) hereof may designate the managing underwriter(s) of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to SECTIONS 4(a) and (b) as follows: (i) The holder or holders of Restricted Stock other than NBC shall be entitled to three (3) demand registrations pursuant to SECTION 4(a) only; and (ii) NBC shall be entitled to (x) one demand registration, if NBC has exercised all or any portion of the First Warrant and (y) an additional two demand registrations if NBC has exercised the First Warrant in full and all or any portion of the Second Warrant. 4
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If a holder or holders of Restricted Stock other than NBC request the Company to register shares of Restricted Stock in accordance with SECTION 4(a), NBC may join in such request as a demanding holder under SECTION 4(b), provided that NBC satisfies the fifteen percent (15%) threshold specified therein. Otherwise, if NBC does not effectively exercise its demand right under SECTION 4(b), NBC may join in the requested registration under SECTION 5. Likewise, if NBC requests the Company to register shares of Restricted Stock in accordance with SECTION 4(b), the other holders of Restricted Stock may join in such request as demanding holders under SECTION 4(a), provided that such holders satisfy the ten percent (10%) threshold specified therein. Otherwise, if one or more holders do not effectively exercise their demand rights under SECTION 4(a), such holder or holders may join in the requested registration under SECTION 5. The Company's obligation to register Restricted Stock pursuant to SECTION 4 shall not be deemed satisfied in respect of any registration: (i) unless a registration statement covering at least 85% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, resulting in a failure to consummate the offering of Restricted Stock offered thereby, (iii) if after a registration statement has become effective, the offering of Restricted Stock offered thereby is not consummated due to factors beyond the control of the holders of such Restricted Stock, including, without limitation, in the context of a proposed firm commitment underwriting, the fact that the underwriters have advised the holders of such Restricted Stock that such Restricted Stock cannot be sold at a net price equal to or above the net price anticipated at the time of filing of the preliminary prospectus, or (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied through no fault of the holders of such Restricted Stock. The Company shall be entitled to include in any registration statement referred to in this SECTION 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account. In the event that any registration pursuant to this SECTION 4 shall be, in whole or in part, an underwritten public offering of Common Stock and the managing underwriter advises the Company that inclusion of all such Restricted Stock would adversely affect the marketing of the offering, the Company shall allocate the shares of Common Stock to be included in such registration as follows: (A) first, to the holders of Restricted Stock requesting, pursuant to this SECTION 4, that shares of Restricted Stock be included in the registration, pro rata on the basis of the number of shares of Restricted Stock requested to be included in the registration pursuant to SECTION 4, (B) second, to the extent of any remaining shares to be included in the registration, to holders of Restricted Stock exercising their rights pursuant to SECTION 5 hereof, pro rata on the basis of the number of shares of Restricted Stock requested to be included in the registration, (C) third, to the extent of any remaining shares to be included in the registration, to the Company, and (D) fourth, to the extent of any remaining shares to be included in the registration, to all other persons requesting shares of Common Stock to be included in the registration, pro rata on the basis of the number of shares of Common Stock requested to be included in the registration. 5
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5. INCIDENTAL REGISTRATION. If the Company at any time within ten (10) years after the Company's first firm commitment underwritten public offering proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice as promptly as reasonably practicable to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the receipt of any such notice, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this SECTION 5 shall be, in whole or in part, an underwritten public offering of Common Stock and the managing underwriter advises the Company that inclusion of all such Restricted Stock would adversely affect the marketing of the offering, the Company shall allocate the shares of Common Stock to be included in such registration as follows: (A) first, to the person(s) who initiated such registration for all securities requested to be offered by such person(s), (B) second, to the holders of Restricted Stock requesting, pursuant to this SECTION 5, that shares of Restricted Stock be included in the registration and to any other holders of "piggyback" registration rights requesting inclusion, pro rata on the basis of the number of shares of Restricted Stock and/or Common Stock requested to be included in the registration, (C) third, to the extent of any remaining shares to be included in the registration, to the Company if the Company did not initiate such registration for the sale of securities for its own account, and (D) fourth, to the extend of any remaining shares to be included in the registration, to all other persons requesting shares of Common Stock to be included in the registration, pro rata on the basis of the number of shares of Common Stock requested to be included in the registration. Notwithstanding the foregoing provisions, the Company may withdraw or cease proceeding with any registration statement referred to in this SECTION 5 without thereby incurring any liability to the holders of Restricted Stock; provided, however, without prejudice to the rights of any holder or holders of Restricted Stock entitled to do so to request that such registration be effected as a registration under SECTIONS 4(a) or 4(b), as the case may be. 6. REGISTRATION ON FORM S-3. To the extent within the Company's control, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 as soon as legally possible. If at any time (a) a holder or holders of Restricted Stock requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the aggregated proposed offering price is not less than $10,000,000 for any such registration, and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares for secondary sales, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this SECTION 6 to use its best efforts to effect the registration of Restricted 6
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Stock, each of the procedures and requirements of SECTION 4 (including, but not limited to, the requirement that the Company notify in writing all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; PROVIDED, HOWEVER, that the requirements contained in the first sentence of SECTION 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this SECTION 6; and PROVIDED, FURTHER, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this SECTION 6. Subject to the above, in the event that the Company has effected three or more registrations on Form S-3 pursuant to this SECTION 6 during any 12 month period, any additional registration(s) on Form S-3 requested pursuant to this SECTION 6 during such 12 month period shall be at the expense of the requesting holder. 7. REGISTRATION PROCEDURES. If and whenever the Company is required by the provisions of SECTIONS 4, 5 or 6 to use its best efforts to effect the registration of any shares of Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and, within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as possible, file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to SECTION 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided), PROVIDED that, before filing such registration statement or any amendments thereto, the Company will furnish copies of all such documents proposed to be filed to counsel selected by the Investors in accordance with Section 13(l); (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such registration statement in accordance with the sellers' intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Restricted Stock and to each underwriter, if any, such number of copies of the registration statement and of each amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such registration statement; (d) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under the securities or "blue sky" laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request and to keep such registrations or qualifications in effect for so long as such 7
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registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such seller and the underwriter to consummate the disposition in such jurisdictions of the securities; PROVIDED, HOWEVER, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its best efforts to list the Restricted Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) promptly notify each seller of Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of such seller promptly prepare and furnish to such seller and to each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (g) if the offering is underwritten and at the request of any seller of Restricted Stock, use its best efforts to furnish on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements, notes or schedules thereto or other financial, statistical and accounting data or information contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; and 8
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(h) make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. For purposes of SECTIONS 7(a) and 7(b) and of SECTION 4, the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby and 180 days after the effective date thereof. In connection with each registration hereunder, the sellers of Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to SECTIONS 4, 5 or 6 covering an underwritten public offering: (x) the Company and each seller agree to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature and (y) each seller of Restricted Stock agrees that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event rendering statements contained in such registration statement untrue or misleading, such seller of Restricted Stock shall forthwith discontinue disposition of Restricted Stock until receipt by such seller of Restricted Stock of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such seller of Restricted Stock will deliver to the Company all copies, other than permanent file copies then in the possession of such Seller of Restricted Stock, of the prospectus covering such Restricted Stock current at the time of receipt of such notice; provided, however, that in the case of a public offering that is not underwritten such postponement of sales of Restricted Stock by the holders shall not exceed ninety (90) days in the aggregate during any one year period. In the event the Company provides a Suspension Notice, any relevant time period set forth in this Agreement shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Restricted Stock covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its best efforts and take such actions as are necessary to render the Advice as promptly as practicable. In any event, the Company shall not be entitled to deliver more than three (3) Suspension Notices in any one year in the case of public offerings that are not underwritten. 9
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8. EXPENSES. All expenses incurred by the Company in complying with SECTIONS 4, 5 and 6, including, without limitation, all registration and filing fees, listing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of insurance and reasonable fees and disbursements of one counsel for the sellers of Restricted Stock, but excluding any Selling Expenses, are called "REGISTRATION EXPENSES." All underwriting discounts, selling commissions and any fees and disbursements of independent public accountants for the holders of Restricted Stock applicable to the sale of Restricted Stock are called "SELLING EXPENSES". The Company will pay all Registration Expenses in connection with each registration statement under SECTIONS 4, 5 or 6 (except as otherwise specifically provided in SECTION 6). All Selling Expenses in connection with each registration statement under SECTIONS 4, 5 or 6 shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such participating sellers other than the Company (except to the extent the Company shall be a seller) as they may agree. 9. INDEMNIFICATION AND CONTRIBUTION. (a) In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to SECTIONS 4, 5 or 6, the Company will, and hereby does agree to, indemnify and hold harmless each seller (including its officers and directors and partners) of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act pursuant to SECTIONS 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation or alleged violation by the Company of the Securities Act, Exchange Act or applicable "blue sky" laws, and will reimburse each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with written information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus or arise from such seller's (or any affiliate thereof) failure to 10
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deliver a copy of the registration statement or prospectus or any amendments thereafter the Company has furnished such seller or affiliate. (b) In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to SECTIONS 4, 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages, liabilities and expenses, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to SECTIONS 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with any written information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus; and PROVIDED, FURTHER, HOWEVER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this SECTION 9 and shall only relieve it from any liability which it may have to such indemnified party under this SECTION 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party 11
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under this SECTION 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; PROVIDED, HOWEVER, that (i) if such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld) and (ii) if such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (x) such settlement or compromise contains a full and unconditional release of the indemnified party or (y) the indemnified party otherwise consents in writing; and PROVIDED, FURTHER, HOWEVER, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Restricted Stock exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this SECTION 9 but it is judicially determined that such indemnification may not be enforced in such case notwithstanding the fact that this SECTION 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this SECTION 9; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the holder on the one hand and of the Company on the other in connection with the statements or omissions that resulted in such loss, claim, damage, or liability as well as any other relevant equitable considerations. The relative fault of the holder and of the Company shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the holder or by the Company and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; PROVIDED, HOWEVER, that, in any such case, (A) no such holder will be required to contribute any amount in excess of the public offering price of all such Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. 10. CHANGES IN COMMON STOCK OR PREFERRED STOCK. If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination 12
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or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed. 11. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Stock to the public without registration, at all times after 90 days after the effective date of the first registration statement covering a public offering of securities of the Company under the Securities Act, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to each holder of Restricted Stock forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a holder to sell any such securities without registration. 12. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to you as follows: (a) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company or any provision of any indenture, agreement or other instrument to which it or any or its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. (b) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms. 13
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13. MISCELLANEOUS. (a) All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Restricted Stock or Preferred Stock), whether so expressed or not. (b) All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed as follows: (i) if to the Company at its address or if to any other party hereto, at the address of such party set forth on the signature pages hereto; or (ii) if to any subsequent holder of Restricted Stock or Preferred Stock, to it at such address as may have been furnished to the Company in writing by such holder; or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of shares of Restricted Stock or Preferred Stock) or to the holders of shares of Restricted Stock or Preferred Stock (in the case of the Company) in accordance with the provisions of this paragraph. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. (d) This Agreement may not be amended or modified and no provision thereof may be waived, without the written consent of the Company, the holders of at least two-thirds of the outstanding shares of Restricted Stock, excluding shares of Restricted Stock held by NBC, and NBC if and for so long as NBC holds at least 35% of the aggregate number of shares of Restricted Stock for which the Warrants were exercisable as of the date of original issuance, as adjusted pursuant to the terms of the Warrant Agreements. (e) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (f) If requested in writing by the underwriters, for the initial underwritten public offering of Common Stock of the Company, each holder of Restricted Stock who is a party to this Agreement shall agree not to distribute or sell publicly any shares of Restricted Stock or any other shares of Common Stock (other than shares of Restricted Stock or other shares of Common Stock being registered in such offering), without the consent of such underwriters, for a period of not more than 180 days following the effective date of the registration statement relating to such offering; PROVIDED, HOWEVER, that all persons entitled to registration rights with respect to shares of Common 14
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Stock who are not parties to this Agreement, all other persons selling shares of Common Stock in such offering, all persons holding in excess of 1% of the capital stock of the Company on a fully diluted basis and all executive officers and directors of the Company shall also have agreed not to sell publicly their Common Stock under the circumstances and pursuant to the terms set forth in this SECTION 13(f). (g) Except for registration statements of the Company on Forms S-4, S-8 or any successor thereto or except as described in clause (f) immediately above, or unless the managing underwriter otherwise consents or agrees, the Company agrees, and the Company agrees, in connection with any underwritten registration, to use its reasonable best efforts to cause its affiliates to agree, not to effect any public sale or private offer or distribution of any Common Stock during the ten business days prior to the effectiveness under the Securities Act of any underwritten registration and during such time period after the effectiveness under the Securities Act of any underwritten registration (not to exceed 120 days) (except, if applicable, as part of such underwritten registration) as the Company and the managing underwriter agree. (h) Notwithstanding the provisions of SECTIONS 4, 5, 6 OR 7(a), the Company's obligation to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended for a period not to exceed 105 days if (i) at the time the Company is obligated to file a registration statement, the Company or any of its affiliates are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving a request to file a registration statement, the Board of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this SECTION 13(h) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is abandoned. In order to defer the filing of a registration statement pursuant to this SECTION 13(h), the Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each holder or holders of Restricted Stock or Preferred Stock that has requested that the Company file a registration statement a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this SECTION 13(h) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the holders of a majority of the Restricted Stock held by the requesting holders and for which registration was previously requested may withdraw any demand request by giving notice to the Company; if withdrawn, the request shall be deemed not to have been made for all purposes of this Agreement. 15
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The Company may defer the filing of a particular registration statement pursuant to this SECTION 13(h) only once. (i) The Company shall not grant to any third party any registration rights more favorable than or inconsistent with any of those contained herein, so long as any of the registration rights under this Agreement remains in effect. (j) If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein. (k) The registration rights granted pursuant to SECTION 4 of this Agreement shall terminate with respect to a particular holder of Restricted Stock at such time as such holder is eligible to sell all of such holder's Restricted Stock under Rule 144(k) without limitation. (l) Counsel selected in accordance with this SECTION 13(l) shall be the counsel for which the Company agrees to pay reasonable fees and disbursements under SECTION 8. In the case of any registration requested under SECTION 4, (i) if the request is initially made under SECTION 4(a), then the holders of at least a majority of the shares of Restricted Stock requested to be included in the registration pursuant to SECTION 4(a) shall be entitled to select the counsel to represent the Investors and (ii) if the request is initially made under SECTION 4(b), then NBC shall be entitled to select the counsel to represent the Investors. In the case of any registration under SECTIONS 5 or 6, holders of at least a majority of the shares of Restricted Stock requested to be included in the registration shall be entitled to select the counsel to represent the Investors. (m) ENTIRE AGREEMENT. This Agreement (i) amends and restates in its entirety the Registration Rights 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. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings with respect to such subject matter, including without limitation, the rights and obligations set forth in the Original Agreement and the letter of intent, dated February 11, 2000, between the Company and NBC. (n) HEADINGS. The headings in this Agreement are for convenience and reference only and shall not limit or otherwise affect the meaning hereof. 16
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(o) COUNTERPARTS. This Agreement may be executed in any number of counterparts, which may be by facsimile, each of which shall be an original, but all of which together shall constitute one instrument. [Remainder of this page intentionally left blank] 17
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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 First Amended and Restated Registration Rights Agreement - Signature Page
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INVESTORS 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: ______________ First Amended and Restated Registration Rights Agreement - Signature Page
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BELO ENTERPRISES, INC. By: /s/ Mark T. Ryan ------------------------------------ Name: Mark T. Ryan Title: 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 ING CAPITAL LLC By: /s/ Albert J. Staal ------------------------------------ Name: Albert J. Staal Title: Managing Director Address: ING Capital, LLC ____________________________ ____________________________ Telephone: _________________ Telecopy: _________________ First Amended and Restated Registration Rights Agreement - Signature Page
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A. H. Belo Foundation Corporation By: /s/ F. Jamieson Clement ------------------------------------ Name: F. Jamieson Clement Title: Treasurer Address: 400 S. Record Street Dallas, Texas 75202 Attn: Judith Segura Telephone: (214) 977-6802 Telecopy: (214) 977-6620 First Amended and Restated Registration Rights Agreement - Signature Page
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A.T. CROSS LIMITED By: /s/ John T. Ruggieri ------------------------------------ John T. Ruggieri Assistant Treasurer Address: c/o Appleby Spurling & Kempe Cedar House, 41 Cedar Avenue Hamilton 12, Bermuda Telephone: Telecopy: First Amended and Restated Registration Rights Agreement - Signature Page
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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 First Amended and Restated Registration Rights Agreement - Signature Page
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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 First Amended and Restated Registration Rights Agreement - Signature Page
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SPIELBERG/KATZ ENTERPRISES, LLC By: /s/ Mr. Shimon Y. Katz -------------------------------- Name: 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 First Amended and Restated Registration Rights Agreement - Signature Page
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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 ------------------------- First Amended and Restated Registration Rights Agreement - Signature Page
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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 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Stephanie W. Abramson ----------------------------- Address: 101 Central Park West New York, New York 10023 ------------------------- Attn: -------------------- First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ David Alexander --------------------- Name: David Alexander Title: ---------------------- Address: 500 Fifth Ave., Suite 2700 New York, N.Y. 10110 First Amended and Restated Registration Rights Agreement - Signature Page
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B&McG HOLDINGS By: /s/ Burton Lehman -------------------------------- Burton Lehman, Mg. Partner Address: c/o Schulte, Roth & Zabel 900 Third Avenue New York, NY 10022 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Bruce A. Barnet -------------------------- Bruce A. Barnet Address: 5 Crooked Mile Rd. Westport, CT 06880 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Frank Belatti --------------------------- Name: Frank Belatti Title: CEO AFC Enterprises Address: 330 Cannady Ct. Atlanta, GA 30350 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Thomas D. Bell, Jr. --------------------------- Name: Thomas D. Bell, Jr. Title: President & CEO Address: 14 Red Coat Lane Greenwich, CT 06830 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ James S. Berrien ---------------------------- James S. Berrien Address: 290 Sturges Highway Westport, CT 06880 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Darrel G. Besikof ---------------------------- Darrel G. Besikof Address: 12231 Orchard Ave. W. Minnetonka, MN 55305 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Kenneth W. Biermacher ---------------------------- Ken Biermacher Address: c/o Kane Russell Coleman & Logan 3700 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201-7207 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ John R. Bingle ---------------------------- John R. Bingle Address: 49 North Walton Rd. New Canaan, CT 06840 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Maks Birnbach ---------------------------- Maks Birnbach Address: 1165 Park Ave. 8A NY, NY 10128 Attn: Maks Birnbach First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Livio M. Borghese ---------------------------- Name: Livio Borghese Title: ---------------------- Address: 79 East 79th NY, NY 10021 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Richard J. Borinstein ---------------------------- Richard J. Borinstein Address: c/o Radio Shack/Tandy Corporation 100 Throckmorton, #1600 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Daniel B. Brewster, Jr. ---------------------------- Daniel B. Brewster, Jr. Address: 944 Lake Ave. Greenwich, CT 06831 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Gerard A. Byrne ---------------------------- Gerard A. Byrne Address: 6 Peter Cooper Road New York, NY 10010 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Jeffrey A. Chapman ---------------------------- Jeffrey A. Chapman Address: c/o Vinson & Elkins L.L.P. 2001 Ross Avenue 3700 Trammell Crow Center Dallas, Texas 75201-2975 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Henry Chiarelli --------------------------- Mr. Henry Chiarelli Address: c/o Tandy Corporation 100 Throckmorton, #1400 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ David Christopher -------------------------------------- Mr. Dave Christopher Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
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/s/ William Clarke ----------------------------------- Name: William Clarke Address: 4 Wild Iris Lane Fairview, NC 28730 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Kenneth D. Cole ---------------------------------- Name: Kenneth D. Cole Title: ------------------------- Address: 1619 Purchase St. Purchase, N.Y. 10577 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Joseph M. Coleman ---------------------------------- Name: Joseph M. Coleman Address: 6416 Shady Oaks Plano, TX 75093 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Mark Colodny --------------------------------- Mark Colodny Address: 59 East 92nd St, #3 NY NY 10128 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ James C. Cooksey ----------------------------------- James C. Cooksey Address: 12750 Merit #1310 Dallas, TX 75251 First Amended and Restated Registration Rights Agreement - Signature Page
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By: /s/ Lawrence R. Cowart ----------------------------------- Lawrence R. Cowart Address: 18 Park Lane Atlanta, Georgia 30309 First Amended and Restated Registration Rights Agreement - Signature Page
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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 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.553rd Page of 132TOC1stPreviousNextBottomJust 53rd
By: /s/ Denise De Clercq ----------------------------------- Name: Denise De Clercq Address: Hugo Verrieststraat 33 Gent Belgium First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.554th Page of 132TOC1stPreviousNextBottomJust 54th
Devillier Donegan Enterprises Inc. By: /s/ Ronald J. Devillier ----------------------------------- Ronald J. Devillier Title: Pres & CEO Address: 4401 Connecticut Avenue NW Wash D.C. 20008 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.555th Page of 132TOC1stPreviousNextBottomJust 55th
By: /s/ Michael J. Dolan ----------------------------------- Name: Michael J. Dolan Title: Vice Chairman/CFO Address: 15 E. 69th ST., #6C NY, NY 10021 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.556th Page of 132TOC1stPreviousNextBottomJust 56th
By: /s/ David J. Edmondson ----------------------------------- Mr. Dave Edmondson 4/14/00 Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.557th Page of 132TOC1stPreviousNextBottomJust 57th
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 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.558th Page of 132TOC1stPreviousNextBottomJust 58th
By: /s/ Ronald E. Elmquist ----------------------------------- Mr. Ronald E. Elmquist Address: c/o Keystone Automative 44 Tunkhannock Avenue Exeter, PA 18643-1299 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.559th Page of 132TOC1stPreviousNextBottomJust 59th
By: /s/ Jay R. Feldman ---------------------------------- Jay R. Feldman Address: 13018 Boswell Ct Potamac, MD 20854 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.560th Page of 132TOC1stPreviousNextBottomJust 60th
By: /s/ Jon Feldman ---------------------------------- Jon Feldman Address: 151 S. Orange Drive Los Angeles, CA 90036 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.561st Page of 132TOC1stPreviousNextBottomJust 61st
By: /s/ Evelyn Follit --------------------------------- Evelyn Follit Address: c/o Tandy Corporation 200 Taylor Street, #400 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.562nd Page of 132TOC1stPreviousNextBottomJust 62nd
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 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.563rd Page of 132TOC1stPreviousNextBottomJust 63rd
4/13/00 By: /s/ David Frankel ----------------------------------- Name: David Frankel Address: 3507 St. Guadens Rd. Miami, FL 33133 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.564th Page of 132TOC1stPreviousNextBottomJust 64th
By: /s/ Dain T. Fritz ------------------------------------- Dain T. Fritz Address: 14 Moss Ledge Road Westport, CT 06880 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.565th Page of 132TOC1stPreviousNextBottomJust 65th
By: /s/ Charles B. Fruit ------------------------------------- Name: Charles B. Fruit Address: 2845 Andrews Drive Atlanta, GA 30305 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.566th Page of 132TOC1stPreviousNextBottomJust 66th
By: /s/ Geoffrey D. Garin ------------------------------------- Name: Geoffrey D. Garin Address: 5904 32nd Street NW Washington, DC 20015 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.567th Page of 132TOC1stPreviousNextBottomJust 67th
By: /s/ Peter A. Georgescu ------------------------------------- Name: Peter A. Georgescu Title: Chairman Emeritus Address: Young & Rubicam 285 Madison Ave New York, N.Y. 10017 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.568th Page of 132TOC1stPreviousNextBottomJust 68th
By: /s/ Peter Godfrey ------------------------------------- Peter Godfrey Address: 128 Beachside Avenue Westport, CT 06880 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.569th Page of 132TOC1stPreviousNextBottomJust 69th
By: /s/ Robert A. Goodin ------------------------------------- Name: Robert A. Goodin Title: ----------------------------- Address: 505 Sansome St, Ste. 900 San Francisco, CA 94111 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.570th Page of 132TOC1stPreviousNextBottomJust 70th
By: /s/ Peter Guber ------------------------------------- Name: Peter Guber Title: ----------------------------- Address: 5555 Melrose Avenue Hollywood, CA 90038 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.571st Page of 132TOC1stPreviousNextBottomJust 71st
By: /s/ Richard L. Harter ------------------------------------- Name: Richard L. Harter Title: Vice President-Sales Address: 75 Louise's Lane New Canaan, CT 06840 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.572nd Page of 132TOC1stPreviousNextBottomJust 72nd
By: /s/ John A. Herfort Diane S. Wallerstein --------------------------------------------- John A. Herfort Diane S. Wallerstein Address: 1130 Park Ave. NYC, NY 10128 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.573rd Page of 132TOC1stPreviousNextBottomJust 73rd
By: /s/ Jacob D. Hill ------------------------------------- Jacob Hill Address: 155 W. 68th #1514 New York, NY 10023 Attn: Jacob Hill First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.574th Page of 132TOC1stPreviousNextBottomJust 74th
By: /s/ Mark C. Hill ------------------------------ Mr. Mark C. Hill Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.575th Page of 132TOC1stPreviousNextBottomJust 75th
By: /s/ Dwain Hughes ------------------------------ Mr. Dwain Hughes Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.576th Page of 132TOC1stPreviousNextBottomJust 76th
By: /s/ Loren K. Jensen ----------------------------- Loren Jensen Address: c/o Tandy Corporation 100 Throckmorton, #1800 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.577th Page of 132TOC1stPreviousNextBottomJust 77th
JGM CAPITAL By: /s/ John Mccolskey -------------------------------- Name: John G. McColskey Title: President Address: 1075 Brookhaven Sq. Atlanta, GA 30319 Attn: John G. McColskey First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.578th Page of 132TOC1stPreviousNextBottomJust 78th
By: /s/ David P. Johnson -------------------------------- Mr. David Johnson Address: c/o Tandy Corporation 100 Throckmorton, #1600 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.579th Page of 132TOC1stPreviousNextBottomJust 79th
By: /s/ Wilma H. Jordan ------------------------------ Wilma H. Jordan Address: 150 E. 52nd, 18th Floor New York 10022 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.580th Page of 132TOC1stPreviousNextBottomJust 80th
By: /s/ Robert Kamerschen ------------------------------ Mr. Robert J. Kamerschen Address: c/o DIMAC Corporation 200 Day Hill Road Windsor, CT 06095 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.581st Page of 132TOC1stPreviousNextBottomJust 81st
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: First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.582nd Page of 132TOC1stPreviousNextBottomJust 82nd
By: /s/ Robert Kelsoe ------------------------------ Name: Robert Kelsoe Address: 5220 Spring Valley Road Suite 500 Dallas, Texas 75240 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.583rd Page of 132TOC1stPreviousNextBottomJust 83rd
By: /s/ Winthrop Knowlton ---------------------------------- Winthrop Knowlton Address: c/o Knowlton Brothers, Inc. 530 Fifth Avenue NY, NY 10036 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.584th Page of 132TOC1stPreviousNextBottomJust 84th
By: /s/ Keith Kocho --------------------------------- Name: Keith Kocho Title: Founder and CEO Address: 1651 N. Beverly Drive Beverly Hills, CA 90210 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.585th Page of 132TOC1stPreviousNextBottomJust 85th
By: /s/ Frank Konigsberg --------------------------------- Frank Konigsberg Address: 7919 Sunset Blvd. Los Angeles, CA 90046 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.586th Page of 132TOC1stPreviousNextBottomJust 86th
By: /s/ Steven R. Koonin --------------------------------- Steven R. Koonin Address: 74 Gateside Place Marietta, GA 30067 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.587th Page of 132TOC1stPreviousNextBottomJust 87th
By: /s/ Sharon Korman ---------------------------------------- Sharon Korman as trustee for Eric Korman Address: 911 Park Avenue New York, New York 10021 Attn: Sharon Korman First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.588th Page of 132TOC1stPreviousNextBottomJust 88th
By: /s/ Lewis F. Kornfeld, Jr. --------------------------------- Mr. Lewis F. Kornfeld, Jr. Address: 1000 Throckmorton, Suite #405 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.589th Page of 132TOC1stPreviousNextBottomJust 89th
By: /s/ William P. Kupper, Jr. -------------------------------- William P. Kupper, Jr. Address: 51 W. Branch Rd. Weston, CT 06883 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.590th Page of 132TOC1stPreviousNextBottomJust 90th
By: /s/ Kevin Lavan -------------------------------- Kevin Lavan Address: --------------------------- --------------------------- First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.591st Page of 132TOC1stPreviousNextBottomJust 91st
By: /s/ Chris Malinowski -------------------------------- Chris Malinowski Address: 5800 Kingsbrook Plano, TX 75093 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.592nd Page of 132TOC1stPreviousNextBottomJust 92nd
By: /s/ Debra Malinsky -------------------------------- Debra Malinsky Address: 6800 Del Norte, #133 Dallas, TX 75225 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.593rd Page of 132TOC1stPreviousNextBottomJust 93rd
By: /s/ Kenneth L. Marks --------------------------------- Kenneth L. Marks Address: 12 Beach Drive Darien, CT 06820 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.594th Page of 132TOC1stPreviousNextBottomJust 94th
By: /s/ Thomas N. Matlack ----------------------------------- Name: Thomas N. Matlack Title: Managing Director Address: 362 Commonwealth Avenue, #PHB Boston, MA 02116 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.595th Page of 132TOC1stPreviousNextBottomJust 95th
By: /s/ Peter W. May --------------------------------- Peter W. May Address: 280 Park Avenue NY, NY 10017 41st Fl. First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.596th Page of 132TOC1stPreviousNextBottomJust 96th
By: /s/ Jim McDonald --------------------------------- Mr. Jim McDonald Address: c/o Tandy Corporation 100 Throckmorton, #1100 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.597th Page of 132TOC1stPreviousNextBottomJust 97th
By: /s/ Donald M. McGuire --------------------------------- Donald M. McGuire Address: 23 Carleton St. Greenwich, CT 06830 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.598th Page of 132TOC1stPreviousNextBottomJust 98th
By: /s/ Bryan McMillan -------------------------------- Bryan McMillan Address: 2540 Prestonwood Drive Plano, TX 75093 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.599th Page of 132TOC1stPreviousNextBottomJust 99th
By: /s/ Joseph McOwen --------------------------------- Name: Joseph McOwen Title: -------------------------- Address: 3230 S. Ocean Blvd. Palm Beach, FL 33480 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5100th Page of 132TOC1stPreviousNextBottomJust 100th
By: /s/ Jack L. Messman ------------------------------------- Mr. Jack Messman Address: c/o Cambridge Technology Partners 8 Cambridge Center Cambridge, MA 02142 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5101st Page of 132TOC1stPreviousNextBottomJust 101st
By: /s/ Knox Millar --------------------------------- Name: Knox Millar Title: ------------------------ Address: 194 West Lane Ridgefield, CT 06877 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5102nd Page of 132TOC1stPreviousNextBottomJust 102nd
By: /s/ Martin Moad --------------------------------- Mr. Martin Moad Address: c/o Tandy Corporation 100 Throckmorton, #1800 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5103rd Page of 132TOC1stPreviousNextBottomJust 103rd
By: /s/ Anthony Morgano --------------------------------- Anthony Morgano Address: 194 Roxbury Rd Garden City, N.Y. 11530 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5104th Page of 132TOC1stPreviousNextBottomJust 104th
By: /s/ William G. Morton, Jr. -------------------------------- Mr. William G. Morton, Jr. Address: Boston Stock Exchange, Inc. 100 Franklin Street Boston, MA 02110 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5105th Page of 132TOC1stPreviousNextBottomJust 105th
By: /s/ Douglas P.C. Nation -------------------------------- Douglas P.C. Nation Address: ----------------------------- ----------------------------- ----------------------------- First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5106th Page of 132TOC1stPreviousNextBottomJust 106th
By: /s/ Anthony Peyser -------------------------------- Name: Anthony Peyser Title: ------------------------ Address: 160 W 86th St 15A NYC 10024 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5107th Page of 132TOC1stPreviousNextBottomJust 107th
By: /s/ Thomas G. Plaskett -------------------------------- Mr. Thomas G. Plaskett Address: c/o Williams Square 5215 N. O'Connor, #1070 Irving, TX 75039 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5108th Page of 132TOC1stPreviousNextBottomJust 108th
By: /s/ Lou Provost ------------------------------- Lou Provost Address: c/o Tandy Corporation 100 Throckmorton, #1600 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5109th Page of 132TOC1stPreviousNextBottomJust 109th
By: /s/ Michael A. Quint ------------------------------- Mr. Mike Quint Address: c/o Jackson & Cooksey 12750 Merit, Suite 1310 Dallas, TX 75251 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5110th Page of 132TOC1stPreviousNextBottomJust 110th
By: /s/ Richard Ramsey -------------------------------- Mr. Richard Ramsey Address: c/o Tandy Corporation 100 Throckmorton, #1800 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5111th Page of 132TOC1stPreviousNextBottomJust 111th
By: /s/ Leonard H. Roberts -------------------------------- Mr. Leonard H. Roberts Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5112th Page of 132TOC1stPreviousNextBottomJust 112th
By: /s/ Richard T. Robertson /s/ Marianne Robertson ------------------------------------ Name: Richard T. & Marianne Robertson Title: ----------------------------- Address: 1531 Lindacrest Drive Beverly Hills, CA 90210 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5113th Page of 132TOC1stPreviousNextBottomJust 113th
By: /s/ Johnathan Rodgers -------------------------------- Johnathan Rodgers Address: 3120 Newark St. Washington, DC 20008 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5114th Page of 132TOC1stPreviousNextBottomJust 114th
By: /s/ Larry Sanitsky -------------------------------- Larry Sanitsky Address: 9340 Readcrest Dr. Beverly Hills, CA 90210 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5115th Page of 132TOC1stPreviousNextBottomJust 115th
By: /s/ Brian D. Sayers -------------------------------- Brian D. Sayers Address: 5516 Roland Drive Plano TX 75093 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5116th Page of 132TOC1stPreviousNextBottomJust 116th
By: /s/ Steven J. Simmons -------------------------------- Steven J. Simmons Address: 66 Winding Lane Greenwich, CT 06831 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5117th Page of 132TOC1stPreviousNextBottomJust 117th
By: /s/ Francesca Spinelli -------------------------------- Francesca Spinelli Address: c/o Tandy Corporation 100 Throckmorton, #1900 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5118th Page of 132TOC1stPreviousNextBottomJust 118th
By: /s/ Mark E. Stanley -------------------------------- Mr. Mark Stanley Address: c/o Tandy Corporation 100 Throckmorton, #1100 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5119th Page of 132TOC1stPreviousNextBottomJust 119th
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 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5120th Page of 132TOC1stPreviousNextBottomJust 120th
By: /s/ Dennis Stoutenburgh -------------------------------- Dennis Stoutenburgh Address: 2804 Rosedale Ave. Dallas, TX 75205 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5121st Page of 132TOC1stPreviousNextBottomJust 121st
DAVID TARLOW & CO., CPA, PC By: /s/ Charles Golden -------------------------------- Name: Charles Golden Title: Pres. Address: 60 East 42nd St New York, NY 10165 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5122nd Page of 132TOC1stPreviousNextBottomJust 122nd
By: /s/ Tim G. Temple -------------------------------- Name: Tim G. Temple Title: ------------------------- Address: 1509 Chimney Works Southlake, TX 76092 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5123rd Page of 132TOC1stPreviousNextBottomJust 123rd
By: /s/ John C. Thomas, Jr. -------------------------------- John C. Thomas, Jr. Address: 14 Sutton Place So. New York, N.Y. 10022 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5124th Page of 132TOC1stPreviousNextBottomJust 124th
By: /s/ William E. Tucker -------------------------------- Mr. William E. Tucker Address: 100 Throckmorton, #416 Fort Worth, TX 76102 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5125th Page of 132TOC1stPreviousNextBottomJust 125th
By: /s/ Stuart Turner ------------------------------- Name: Stuart Turner Title: ------------------------ Address: 72 Biltmore Estates Phoenix, AZ 85016 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5126th Page of 132TOC1stPreviousNextBottomJust 126th
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 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5127th Page of 132TOC1stPreviousNextBottomJust 127th
By: /s/ Mark P. Weill ------------------------------- Name: Mark P. Weill Title: ------------------------ Address: 399 Park Avenue NY, NY 10043 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5128th Page of 132TOC1stPreviousNextBottomJust 128th
By: /s/ William F. Weld ------------------------------- Name: William F. Weld Title: Address: ------------------------ ------------------------ ------------------------ First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5129th Page of 132TOC1stPreviousNextBottomJust 129th
By: /S/ Bourne F. Welsh ------------------------------- Bourne F. Welsh Address: 501 E. 79th St. NYC, NY 10021 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5130th Page of 132TOC1stPreviousNextBottomJust 130th
By: /s/ Leah Welsh ------------------------------ Leah Welsh Address: 6417 Maryland Drive Los Angeles, CA 90048 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5131st Page of 132TOC1stPreviousNextBottomJust 131st
By: /s/ Edwina D. Woodbury ------------------------------- Edwina D. Woodbury Address: 629 Totten Place Chapel Hill, NC 27514 First Amended and Restated Registration Rights Agreement - Signature Page
EX-4.5Last Page of 132TOC1stPreviousNextBottomJust 132nd
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 First Amended and Restated Registration Rights Agreement - Signature Page

Dates Referenced Herein   and   Documents Incorporated by Reference

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2/11/0016
9/29/99116
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