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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:
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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,
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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
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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
11
<PAGE>
under this SECTION 9 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected;
PROVIDED, HOWEVER, that (i) if such defense is not assumed by the
indemnifying party as permitted hereunder, the indemnifying party will not be
subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld) and
(ii) if such defense is assumed by the indemnifying party pursuant to the
provisions hereof, such indemnifying party shall not settle or otherwise
compromise the applicable claim unless (x) such settlement or compromise
contains a full and unconditional release of the indemnified party or (y) the
indemnified party otherwise consents in writing; and PROVIDED, FURTHER,
HOWEVER, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to
it which are different from or additional to those available to the
indemnifying party or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, the
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to select
one separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
(d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
holder of Restricted Stock exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this SECTION 9 but it is judicially determined that such
indemnification may not be enforced in such case notwithstanding the fact that
this SECTION 9 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such selling holder
or any such controlling person in circumstances for which indemnification is
provided under this SECTION 9; then, and in each such case, the Company and such
holder will contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (after contribution from others) in such proportion
as is appropriate to reflect the relative fault of the holder on the one hand
and of the Company on the other in connection with the statements or omissions
that resulted in such loss, claim, damage, or liability as well as any other
relevant equitable considerations. The relative fault of the holder and of the
Company shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the holder or by the Company
and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission; PROVIDED, HOWEVER,
that, in any such case, (A) no such holder will be required to contribute any
amount in excess of the public offering price of all such Restricted Stock
offered by it pursuant to such registration statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.
10. CHANGES IN COMMON STOCK OR PREFERRED STOCK. If, and as
often as, there is any change in the Common Stock or the Preferred Stock by
way of a stock split, stock dividend, combination
12
<PAGE>
or reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made
in the provisions hereof so that the rights and privileges granted hereby
shall continue with respect to the Common Stock or the Preferred Stock as so
changed.
11. RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Restricted Stock to the public without
registration, at all times after 90 days after the effective date of the
first registration statement covering a public offering of securities of the
Company under the Securities Act, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(c) furnish to each holder of Restricted Stock forthwith upon
request a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as a
holder may reasonably request in availing itself of any rule or regulation of
the Commission allowing a holder to sell any such securities without
registration.
12. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement
by the Company have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or other agency of
government, the Certificate of Incorporation or By-laws of the Company or any
provision of any indenture, agreement or other instrument to which it or any or
its properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
(b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms.
13
<PAGE>
13. MISCELLANEOUS.
(a) All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto (including
without limitation transferees of any Restricted Stock or Preferred Stock),
whether so expressed or not.
(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex, addressed as follows:
(i) if to the Company at its address or if to
any other party hereto, at the address of such party set
forth on the signature pages hereto; or
(ii) if to any subsequent holder of Restricted Stock
or Preferred Stock, to it at such address as may have been
furnished to the Company in writing by such holder;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of shares of Restricted Stock
or Preferred Stock) or to the holders of shares of Restricted Stock or Preferred
Stock (in the case of the Company) in accordance with the provisions of this
paragraph.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Agreement may not be amended or modified and no
provision thereof may be waived, without the written consent of the Company, the
holders of at least two-thirds of the outstanding shares of Restricted Stock,
excluding shares of Restricted Stock held by NBC, and NBC if and for so long as
NBC holds at least 35% of the aggregate number of shares of Restricted Stock for
which the Warrants were exercisable as of the date of original issuance, as
adjusted pursuant to the terms of the Warrant Agreements.
(e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) If requested in writing by the underwriters, for the
initial underwritten public offering of Common Stock of the Company, each holder
of Restricted Stock who is a party to this Agreement shall agree not to
distribute or sell publicly any shares of Restricted Stock or any other shares
of Common Stock (other than shares of Restricted Stock or other shares of Common
Stock being registered in such offering), without the consent of such
underwriters, for a period of not more than 180 days following the effective
date of the registration statement relating to such offering; PROVIDED, HOWEVER,
that all persons entitled to registration rights with respect to shares of
Common
14
<PAGE>
Stock who are not parties to this Agreement, all other persons selling shares
of Common Stock in such offering, all persons holding in excess of 1% of the
capital stock of the Company on a fully diluted basis and all executive
officers and directors of the Company shall also have agreed not to sell
publicly their Common Stock under the circumstances and pursuant to the terms
set forth in this SECTION 13(f).
(g) Except for registration statements of the Company on Forms
S-4, S-8 or any successor thereto or except as described in clause (f)
immediately above, or unless the managing underwriter otherwise consents or
agrees, the Company agrees, and the Company agrees, in connection with any
underwritten registration, to use its reasonable best efforts to cause its
affiliates to agree, not to effect any public sale or private offer or
distribution of any Common Stock during the ten business days prior to the
effectiveness under the Securities Act of any underwritten registration and
during such time period after the effectiveness under the Securities Act of any
underwritten registration (not to exceed 120 days) (except, if applicable, as
part of such underwritten registration) as the Company and the managing
underwriter agree.
(h) Notwithstanding the provisions of SECTIONS 4, 5, 6 OR
7(a), the Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 105 days if (i) at the time the Company is obligated to
file a registration statement, the Company or any of its affiliates are engaged
in confidential negotiations or other confidential business activities,
disclosure of which would be required in such registration statement (but would
not be required if such registration statement were not filed), and the Board of
Directors of the Company determines in good faith that such disclosure would be
materially detrimental to the Company and its stockholders or would have a
material adverse effect on any such confidential negotiations or other
confidential business activities, or (ii) prior to receiving a request to file a
registration statement, the Board of Directors had determined to effect a
registered underwritten public offering of the Company's securities for the
Company's account and the Company had taken substantial steps (including, but
not limited to, selecting a managing underwriter for such offering) and is
proceeding with reasonable diligence to effect such offering. A deferral of the
filing of a registration statement pursuant to this SECTION 13(h) shall be
lifted, and the requested registration statement shall be filed forthwith, if,
in the case of a deferral pursuant to clause (i) of the preceding sentence, the
negotiations or other activities are disclosed or terminated, or, in the case of
a deferral pursuant to clause (ii) of the preceding sentence, the proposed
registration for the Company's account is abandoned. In order to defer the
filing of a registration statement pursuant to this SECTION 13(h), the Company
shall promptly (but in any event within 10 days), upon determining to seek such
deferral, deliver to each holder or holders of Restricted Stock or Preferred
Stock that has requested that the Company file a registration statement a
certificate signed by an executive officer of the Company stating that the
Company is deferring such filing pursuant to this SECTION 13(h) and a general
statement of the reason for such deferral and an approximation of the
anticipated delay. Within 20 days after receiving such certificate, the holders
of a majority of the Restricted Stock held by the requesting holders and for
which registration was previously requested may withdraw any demand request by
giving notice to the Company; if withdrawn, the request shall be deemed not to
have been made for all purposes of this Agreement.
15
<PAGE>
The Company may defer the filing of a particular registration statement
pursuant to this SECTION 13(h) only once.
(i) The Company shall not grant to any third party any
registration rights more favorable than or inconsistent with any of those
contained herein, so long as any of the registration rights under this Agreement
remains in effect.
(j) If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
(k) The registration rights granted pursuant to SECTION 4 of
this Agreement shall terminate with respect to a particular holder of Restricted
Stock at such time as such holder is eligible to sell all of such holder's
Restricted Stock under Rule 144(k) without limitation.
(l) Counsel selected in accordance with this SECTION 13(l)
shall be the counsel for which the Company agrees to pay reasonable fees and
disbursements under SECTION 8. In the case of any registration requested under
SECTION 4, (i) if the request is initially made under SECTION 4(a), then the
holders of at least a majority of the shares of Restricted Stock requested to be
included in the registration pursuant to SECTION 4(a) shall be entitled to
select the counsel to represent the Investors and (ii) if the request is
initially made under SECTION 4(b), then NBC shall be entitled to select the
counsel to represent the Investors. In the case of any registration under
SECTIONS 5 or 6, holders of at least a majority of the shares of Restricted
Stock requested to be included in the registration shall be entitled to select
the counsel to represent the Investors.
(m) ENTIRE AGREEMENT. This Agreement (i) amends and restates
in its entirety the Registration Rights Agreement, dated September 29, 1999 (the
"Original Agreement"), by and among the Company and the other parties thereto,
(ii) has been approved in accordance with the terms of the Original Agreement,
as evidenced by the signatories hereto and (iii) is binding on all parties to
the Original Agreement, whether or not such parties are signatories hereto. This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings with
respect to such subject matter, including without limitation, the rights and
obligations set forth in the Original Agreement and the letter of intent, dated
February 11, 2000, between the Company and NBC.
(n) HEADINGS. The headings in this Agreement are for
convenience and reference only and shall not limit or otherwise affect the
meaning hereof.
16
<PAGE>
(o) COUNTERPARTS. This Agreement may be executed in any number
of counterparts, which may be by facsimile, each of which shall be an original,
but all of which together shall constitute one instrument.
[Remainder of this page intentionally left blank]
17
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ James S. Berrien
----------------------------
James S. Berrien
Address: 290 Sturges Highway
Westport, CT 06880
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
/s/ William Clarke
-----------------------------------
Name: William Clarke
Address: 4 Wild Iris Lane
Fairview, NC 28730
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Mark Colodny
---------------------------------
Mark Colodny
Address: 59 East 92nd St, #3
NY NY 10128
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ James C. Cooksey
-----------------------------------
James C. Cooksey
Address: 12750 Merit #1310
Dallas, TX 75251
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Lawrence R. Cowart
-----------------------------------
Lawrence R. Cowart
Address: 18 Park Lane
Atlanta, Georgia 30309
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
By: /s/ Denise De Clercq
-----------------------------------
Name: Denise De Clercq
Address: Hugo Verrieststraat 33
Gent Belgium
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Jay R. Feldman
----------------------------------
Jay R. Feldman
Address: 13018 Boswell Ct
Potamac, MD 20854
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Jon Feldman
----------------------------------
Jon Feldman
Address: 151 S. Orange Drive
Los Angeles, CA 90036
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Peter Godfrey
-------------------------------------
Peter Godfrey
Address: 128 Beachside Avenue
Westport, CT 06880
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
By: /s/ Peter Guber
-------------------------------------
Name: Peter Guber
Title:
-----------------------------
Address: 5555 Melrose Avenue
Hollywood, CA 90038
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Frank Konigsberg
---------------------------------
Frank Konigsberg
Address: 7919 Sunset Blvd.
Los Angeles, CA 90046
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Steven R. Koonin
---------------------------------
Steven R. Koonin
Address: 74 Gateside Place
Marietta, GA 30067
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Kevin Lavan
--------------------------------
Kevin Lavan
Address:
---------------------------
---------------------------
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Chris Malinowski
--------------------------------
Chris Malinowski
Address: 5800 Kingsbrook
Plano, TX 75093
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Debra Malinsky
--------------------------------
Debra Malinsky
Address: 6800 Del Norte, #133
Dallas, TX 75225
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Kenneth L. Marks
---------------------------------
Kenneth L. Marks
Address: 12 Beach Drive
Darien, CT 06820
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Donald M. McGuire
---------------------------------
Donald M. McGuire
Address: 23 Carleton St.
Greenwich, CT 06830
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Bryan McMillan
--------------------------------
Bryan McMillan
Address: 2540 Prestonwood Drive
Plano, TX 75093
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Knox Millar
---------------------------------
Name: Knox Millar
Title:
------------------------
Address: 194 West Lane
Ridgefield, CT 06877
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
By: /s/ Anthony Morgano
---------------------------------
Anthony Morgano
Address: 194 Roxbury Rd
Garden City, N.Y. 11530
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
By: /s/ Douglas P.C. Nation
--------------------------------
Douglas P.C. Nation
Address:
-----------------------------
-----------------------------
-----------------------------
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Johnathan Rodgers
--------------------------------
Johnathan Rodgers
Address: 3120 Newark St.
Washington, DC 20008
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Larry Sanitsky
--------------------------------
Larry Sanitsky
Address: 9340 Readcrest Dr.
Beverly Hills, CA 90210
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Brian D. Sayers
--------------------------------
Brian D. Sayers
Address: 5516 Roland Drive
Plano TX 75093
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
By: /s/ Steven J. Simmons
--------------------------------
Steven J. Simmons
Address: 66 Winding Lane
Greenwich, CT 06831
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Dennis Stoutenburgh
--------------------------------
Dennis Stoutenburgh
Address: 2804 Rosedale Ave.
Dallas, TX 75205
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ Stuart Turner
-------------------------------
Name: Stuart Turner
Title:
------------------------
Address: 72 Biltmore Estates
Phoenix, AZ 85016
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
<PAGE>
By: /s/ William F. Weld
-------------------------------
Name: William F. Weld
Title:
Address:
------------------------
------------------------
------------------------
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
By: /s/ Leah Welsh
------------------------------
Leah Welsh
Address: 6417 Maryland Drive
Los Angeles, CA 90048
First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>
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
<PAGE>
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
