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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.                                    

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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.                                                   

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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                                                                         

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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                                                                             

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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.                                            

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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                                                                      

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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                                                                           

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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                               

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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.                                       

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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                                                                          

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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.                              

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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.                                                                 

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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.                      

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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 


EX-4.526th Page of 132TOC1stPreviousNext↓BottomJust 26th

  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 


EX-4.527th Page of 132TOC1stPreviousNext↓BottomJust 27th

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 


EX-4.528th Page of 132TOC1stPreviousNext↓BottomJust 28th

                               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 


EX-4.529th Page of 132TOC1stPreviousNext↓BottomJust 29th

                      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 


EX-4.530th Page of 132TOC1stPreviousNext↓BottomJust 30th

            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 


EX-4.531st Page of 132TOC1stPreviousNext↓BottomJust 31st

                                        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 


EX-4.532nd Page of 132TOC1stPreviousNext↓BottomJust 32nd

                                   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 


EX-4.533rd Page of 132TOC1stPreviousNext↓BottomJust 33rd

                                        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 


EX-4.534th Page of 132TOC1stPreviousNext↓BottomJust 34th

                                     By:        /s/ James S. Berrien
                                                    ----------------------------
                                        James S. Berrien

                                      Address:     290 Sturges Highway
                                                   Westport, CT  06880

First Amended and Restated Registration Rights Agreement - Signature Page       


EX-4.535th Page of 132TOC1stPreviousNext↓BottomJust 35th

                                      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       


EX-4.536th Page of 132TOC1stPreviousNext↓BottomJust 36th

                                           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       


EX-4.537th Page of 132TOC1stPreviousNext↓BottomJust 37th

                                   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       


EX-4.538th Page of 132TOC1stPreviousNext↓BottomJust 38th

                                  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       


EX-4.539th Page of 132TOC1stPreviousNext↓BottomJust 39th

                                      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       


EX-4.540th Page of 132TOC1stPreviousNext↓BottomJust 40th

                                          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       


EX-4.541st Page of 132TOC1stPreviousNext↓BottomJust 41st

                                           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       


EX-4.542nd Page of 132TOC1stPreviousNext↓BottomJust 42nd

                                    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       


EX-4.543rd Page of 132TOC1stPreviousNext↓BottomJust 43rd

                                       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       


EX-4.544th Page of 132TOC1stPreviousNext↓BottomJust 44th

                   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       


EX-4.545th Page of 132TOC1stPreviousNext↓BottomJust 45th

                     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       


EX-4.546th Page of 132TOC1stPreviousNext↓BottomJust 46th

                             /s/  William Clarke
                                         -----------------------------------
                             Name:    William Clarke

                       Address:         4 Wild Iris Lane
                                          Fairview, NC 28730

First Amended and Restated Registration Rights Agreement - Signature Page       


EX-4.547th Page of 132TOC1stPreviousNext↓BottomJust 47th

                     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       


EX-4.548th Page of 132TOC1stPreviousNext↓BottomJust 48th

                       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       


EX-4.549th Page of 132TOC1stPreviousNext↓BottomJust 49th

                By:        /s/  Mark Colodny
                                           ---------------------------------
                      Mark Colodny

                         Address:          59 East 92nd St, #3
                                   NY NY 10128

First Amended and Restated Registration Rights Agreement - Signature Page       


EX-4.550th Page of 132TOC1stPreviousNext↓BottomJust 50th

                    By:        /s/  James C. Cooksey
                                         -----------------------------------
                      James C. Cooksey

                          Address:          12750 Merit    #1310
                                         Dallas, TX  75251

First Amended and Restated Registration Rights Agreement - Signature Page       


EX-4.551st Page of 132TOC1stPreviousNext↓BottomJust 51st

                      By:        /s/  Lawrence R. Cowart
                                         -----------------------------------
                        Lawrence R. Cowart

                  Address:          18 Park Lane
                                               Atlanta, Georgia  30309

First Amended and Restated Registration Rights Agreement - Signature Page       


EX-4.552nd Page of 132TOC1stPreviousNext↓BottomJust 52nd

       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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 90th

                   By:        /s/  Kevin Lavan
                                            --------------------------------
                       Kevin Lavan

Address:
                                                   ---------------------------
                                                   ---------------------------

First Amended and Restated Registration Rights Agreement - Signature Page       


EX-4.591st Page of 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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 132TOC1stPreviousNext↓BottomJust 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

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:9/26/00None on these Dates
4/18/001
2/11/0016
9/29/99116
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