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Prf/corp/ImagicTV/aol/letter re observer
[ImagicTV Inc. Letterhead]
September 29, 2000
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Ladies and Gentlemen:
Re: Registration Rights
To the extent the current holders of ImagicTV Inc.'s securities are granted
rights to register any of ImagicTV Inc.'s common shares under the Securities
Act of 1933, as amended (the "Securities Act"), for the purposes of resale
thereof, ImagicTV Inc. shall grant comparable registration rights in favor of
the Purchased Common Shares; provided, however, that the foregoing shall not
apply (i) to any registration relating to any stock option, purchase or
other benefit plan or (ii) to the extent that the Purchased Common Shares
may then be resold without registration under the Securities Act by reason
of Rule 144(k) thereunder.
"Purchased Common Shares' shall have the same meaning as set out in a
Subscription Agreement made between ImagicTV Inc. and America Online, Inc. on
even date herewith.
Yours very truly,
ImagicTV Inc.
By: _____________________
Name:______________________
Title: _______________________
Agreed and accepted this 29th day of September, 2000.
America Online, Inc.
By: ________________________
Name: ______________________
Title: ______________________
