REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of
November 26, 1997, between XXXXX XXXXXX MULTIMEDIA COMPANY, INC., a New York
corporation ("BPMC"), and each of XXXXXXXX X. XXXXXXX ("Xxxxxxxx") and XXXXXX
XXXXXXX ("Xxxxxx").
W I T N E S E T H :
WHEREAS, the parties hereto are parties to a certain Stock
Purchase Agreement of even date herewith (the "Purchase Agreement"); and
WHEREAS, pursuant to the terms of the Purchase Agreement, BPMC
is delivering to each of Xxxxxxxx and Xxxxxx, a convertible note of even date
herewith (the "Convertible Notes") and 150,000 and 41,620 unregistered shares of
BPMC's common stock, par value $.001 per share (the "Common Stock"),
respectively;
WHEREAS, additional shares of BPMC Common Stock (the
"Conversion Shares") may be issued to each of Xxxxxxxx and Xxxxxx (or subsequent
holders of the Convertible Notes) pursuant to the conversion privilege of the
Convertible Notes;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto hereby agree as follows:
1. Certain Definitions. Capitalized terms used herein which
are not otherwise defined herein and which are defined in, or by reference in,
the Purchase Agreement shall have the meanings given therein. For the purposes
of this Agreement, the following terms shall have the following meanings:
"Additional Seller(s)" shall mean those shareholders of BPMC
whose names are set forth on Exhibit "A" hereto.
"Agreement" shall mean this Registration Rights Agreement, as
the same may be amended, modified or supplemented from time to time.
"Conversion Securities" shall mean Registrable Securities that
are Conversion Shares or securities issued in exchange for or substitution of
any thereof, or as a result of a stock split, in connection with a
recapitalization, merger, consolidation or other reorganization, or as a
dividend or other distribution in respect of any thereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be
deemed to include a reference to the comparable section, if any, of any such
similar federal statute.
"Holder" shall mean Xxxxxxxx, Xxxxxx and each Person to whom
Registrable Securities are transferred so long as such Person holds such
Registrable Securities.
"Registrable Securities" shall mean the Basic Shares and the
Conversion Shares (collectively, the "Shares") and any securities issued in
exchange for or substitution of any thereof, or as a result of a stock split, in
connection with a recapitalization, merger, consolidation or other
reorganization, or as a dividend or other distribution in respect of any
thereof. As to any particular Registrable Securities, once issued, such
securities shall cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (ii) they shall have been
disposed of pursuant to Rule 144 (or any successor provision) under the
Securities Act, (iii) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by BPMC and subsequent disposition of them shall not require
registration or qualification of them under the Securities Act or any similar
state law then in force (and the Holder thereof shall have received an opinion
of independent counsel for the Holder reasonably satisfactory to BPMC to the
foregoing effects), or (iv) they shall have ceased to be outstanding.
"Registration Expenses" shall mean any and all expenses
incident to performance of or compliance with this Agreement, including without
limitation, (i) all SEC and National Association of Securities Dealers, Inc. or
stock exchange registration, listing and filing fees, (ii) all fees and expenses
of complying with securities or blue sky laws (including reasonable fees and
disbursements of counsel for BPMC, the underwriters or the Holders in connection
with blue sky qualification of the Registrable Securities (in a maximum of ten
(10) states)), (iii) all printing, messenger, telephone and delivery expenses
and transfer taxes, (iv) the fees and disbursements of counsel for BPMC and of
its independent public accountants, including the expenses of any special audits
and/or "cold comfort" letters required by or incident to such performance and
compliance, (v) any fees and disbursements of underwriters customarily paid by
issuers or sellers of securities, and (vii) the reasonable fees and expenses of
any special experts retained in connection with the requested registration, but
excluding the respective underwriting discounts and commissions of underwriters,
agents or dealers relating to the distribution of the Registrable Securities, if
any, transfer taxes and legal expenses of the Holders.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be deemed to include a reference to the
comparable section, if any, of any such similar federal statute.
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"SEC" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act or the
Exchange Act.
2. Registration Rights.
Incidental "Piggy-Back" Registration. (i) If at any
time BPMC proposes to register any of its equity securities (the "Basic
Securities") under the Securities Act (other than a registration on Form S-4 or
Form S-8) whether or not for sale for its own account, it will each such time
give at least twenty (20) days prior written notice to all Holders of
Registrable Securities of its intention to do so and of such Holders' rights
under this Section 2. Upon the written request of any such Holder made within
twenty (20) days after the receipt of any such notice (which request shall
specify the Registrable Securities intended to be disposed of by such Holder and
the intended method of disposition thereof), BPMC will use its best efforts to
effect the registration under the Securities Act of all Registrable Securities
(on a pro-rata basis with any other equity securities which BPMC is seeking to
register pursuant to incidental registration but subject to the priorities set
forth in Section 2(ii) below) which BPMC has been so requested to register by
the Holders thereof, to the extent requisite to permit the disposition (in
accordance with such intended methods thereof) of the Registrable Securities so
to be registered; provided that if, at any time after giving written notice of
its intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration BPMC shall
determine for any reason not to register such securities, BPMC may, at its
election, give written notice of such determination to each Holder of
Registrable Securities and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration. BPMC
will pay all Registration Expenses in connection with each registration of
Registrable Securities requested pursuant to this Section 2.
(ii) If a registration pursuant to this
Section 2 involves an underwritten offering and the managing underwriter advises
BPMC in writing that, in its opinion, the number of securities requested to be
included in such registration exceeds the number of securities which would have
an adverse effect on such offering, including the price at which such shares can
be sold, BPMC will include in such registration the securities proposed to be
registered by BPMC for its own account and the maximum number of other
securities which it is so advised can be sold without such an adverse effect,
allocated as follows:
(A) If at any time BPMC proposes to register any of its equity
securities under the Securities Act all securities proposed to be
registered by BPMC for its own account and all securities proposed to
be registered for the benefit of the Additional Sellers, and all
securities proposed to be registered by Viacom International Inc. or
each the foregoing persons or entities tranferors, shall have priority
over the registration of all securities proposed to be registered by
Holder under this Section 2; and any other
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securities proposed to be registered by BPMC and all securities
proposed to be registered by Holder under this Section 2 shall have the
next priority (if necessary, allocated pro rata among all requesting
holders on the basis of the relative number of shares or securities
each such holder has requested to be included in such registration).
3. Registration Procedures. Whenever BPMC effects or causes
the registration of the Registrable Securities under the Securities Act as
provided in this Agreement, BPMC will use its best efforts to permit the sale of
such Registrable Securities in accordance with the intended method or methods of
distribution thereof, and will, as expeditiously as possible:
(a) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective, provided, however, that BPMC
may discontinue any registration of its securities which is being effected
pursuant to Section 2 herein at any time prior to the effective date of the
registration statement relating thereto;
(b) prepare and file with the SEC 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
a period not in excess of two years from the effective date thereof and to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the Holders set forth in
such registration statement;
(c) furnish to the Holders such number of executed and
conformed copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits and all documents
incorporated by reference therein), such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus
and supplemental prospectus), and such other documents as the Holders may
reasonably request in order to facilitate the disposition of the Registrable
Securities by such Holders;
(d) use its best efforts to register or qualify (and keep
effective such registration or qualification) such Registrable Securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions within the United States as may be reasonably
required to permit the Holders to sell the Registrable Securities or as the
Holders shall reasonably request, and do any and all other acts and things which
may be reasonably necessary or advisable to enable the Holders to consummate the
disposition in such jurisdictions of the Registrable Securities; provided that
BPMC shall not for any such purpose be required
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to qualify generally to do business as a foreign corporation in any jurisdiction
where, but for the requirements of this subsection (d), it would not be
obligated to be so qualified, to subject itself to taxation in any such
jurisdiction, or to consent to general service of process in any such
jurisdiction; provided, further, that this subsection (d) shall not be construed
to require BPMC to register as a broker-dealer in any jurisdiction any third
person to whom or through whom a Holder proposes to sell Registrable Securities;
(e) immediately notify the Holders, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act
within the appropriate period mentioned in subsection (b) of this Section 3, of
BPMC becoming aware that the prospectus included 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 the Holders promptly prepare and furnish to such Holders a
reasonable number of copies of an amended or supplemented prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not include an untrue statement of a 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;
(f) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months, beginning with the first month after the
effective date of the Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act;
(g) use its best efforts to list such Registrable
Securities on NASDAQ or any securities exchange on which securities of such
class are then listed, if such Registrable Securities are not already so listed,
and to provide a transfer agent and registrar for such Registrable Securities
covered by such registration statement not later than the effective date of such
registration statement;
(h) enter into such agreements (including an underwriting
agreement in customary form) and take such other actions as the Holders
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities;
(i) whether or not the registration related to an
underwritten offering, make such representations and warranties to the Holders
and to the underwriters, if any, as are customarily made by issuers to
underwriters in underwritten offerings, obtain opinions of counsel to BPMC
addressed to each Holder and to the underwriters, if any, covering the matters
customarily covered in underwritten offerings, and obtain a "cold comfort"
letter or letters and updates thereof from BPMC's independent public accountants
in customary form and covering
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matters of the type customarily covered in underwritten offerings, in each case
as the underwriters or the Holders shall reasonably request; and
(j) make available for inspection (at reasonable times and
upon reasonable notice) by the Holders, by any underwriter participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant, or other agent retained by the Holders or any such
underwriter, all pertinent financial and other records and pertinent corporate
documents of BPMC, and cause all of BPMC's executive officers and directors to
supply all information reasonably requested by the Holders, underwriter,
attorney, accountant or agent in connection with such registration statement.
BPMC may require the Holders to furnish BPMC such information
regarding the Holders and the distribution of such securities for use in the
registration statement relating to such registration as BPMC may from time to
time reasonably request in writing and to do such reasonable acts and things as
BPMC may from time to time reasonably request in order to permit BPMC to comply
with the requirements of law.
Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon receipt of any notice from BPMC of the
happening of any event of the kind described in subsection (e) of this Section
3, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until such Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by subsection (e) of this Section 3, and if so directed
by BPMC, such Holder will deliver to BPMC all copies, other than permanent file
copies then in such Holder's possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice. In the
event BPMC shall give any such notice, the period mentioned in subsection (b) of
this Section 3 shall be extended by the number of days during the period from
and including the date of the giving of such notice pursuant to subsection (e)
of this Section 3 to and including the date when each Holder of Registrable
Securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by subsection (e) of this
Section 3.
BPMC shall have no obligation to register any of the
Registrable Securities pursuant to this Agreement if BPMC has obtained an
opinion of counsel to the effect that the Registrable Securities may be
immediately sold to the public without registration thereof, whether pursuant to
Rule 144 (provided that the volume of sales or manner of sale restrictions
thereof shall not be applicable to such sale) promulgated under the Securities
Act, any successor rule or otherwise.
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4. Indemnification.
(a) Indemnification by BPMC. In the event of any registration
of any securities of BPMC under the Securities Act pursuant to Section 2 herein,
BPMC will, and it hereby does, indemnify and hold harmless, to the fullest
extent permitted by law, the seller of any Registrable Securities covered by
such registration statement, its directors and officers or general and limited
partners (and directors and officers thereof), and each other Person, if any,
who controls such seller within the meaning of the Securities Act, against any
and all losses, claims, damages or liabilities, joint or several, and expenses
(including legal, accounting and other reasonable expenses incurred in
connection with investigation, preparation or defense of any of the foregoing),
to which such seller, any such director or officer or general or limited partner
or any such controlling Person may become subject under the Securities Act, the
Exchange Act, common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) arise out of or
are based upon (a) any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary, final or
supplemental prospectus contained therein, or any amendment or supplement
thereto, or (b) any 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 BPMC will reimburse such seller and each such director,
officer, general or limited partner, and controlling Person for any legal or any
other expenses reasonably incurred by them in connection with investigating or
preparing for and defending any such loss, claim, liability, action or
proceeding from time to time as such expenses are incurred; provided that BPMC
shall not be liable in any such case to any such person, to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement or
amendment or supplement thereto or in any such preliminary, final or
supplemental prospectus in reliance upon and in conformity with written
information furnished to BPMC through an instrument duly executed by such seller
specifically stating that it is for use in the preparation thereof. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such seller or any such director, officer, general or
limited partner or controlling Person and shall survive the transfer of such
securities by such seller.
(b) Indemnification by the Holders of Registrable Securities.
As a condition to including any Registrable Securities in any registration
statement filed in accordance with Section 2 herein, Xxxxxxx will and it hereby
does (and BPMC may require, as a condition to including any Registrable
Securities in any registration statement filed in accordance with Section 2
herein, any Holder of Registrable Securities, to provide an undertaking
reasonably satisfactory to BPMC pursuant to which such Holder shall indemnify
and hold harmless BPMC upon the terms set forth in this Section 4(b)) indemnify
and hold harmless (in the same manner and to the same extent as set forth in
subsection (a) of this Section 4) BPMC, its directors and officers signing the
registration statement and its controlling persons and all other prospective
selling
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Holders and their respective controlling persons with respect to any statement
or alleged statement in or omission or alleged omission from such registration
statement, any preliminary, final or supplemental prospectus contained therein,
or any amendment or supplement, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to BPMC through an instrument duly executed by
such seller specifically stating that it is for use in the final or supplemental
prospectus or amendment or supplement, or a document incorporated by reference
into any of the foregoing; provided however, in no event shall the liability of
any selling Holder of Registrable Securities be greater in amount than the
amount of proceeds received by such selling Holder upon such sale. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of BPMC or any other prospective sellers or any of their
respective directors, officers or controlling Persons and shall survive the
transfer of such securities by such selling Holder.
(c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 4, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; provided that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
Section 4, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party's reasonable
judgment (which is based on the written opinion of its counsel) a conflict of
interest between such indemnified and indemnifying parties exists in respect of
such claim, the indemnifying party will be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, 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 the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal or
other expenses subsequently incurred by the latter in connection with the
defense thereof. If in an indemnified party's reasonable judgment (which is
based on the written opinion of its counsel) a conflict of interest between the
indemnified and indemnifying parties exists in respect of a claim or if the
indemnifying party refuses to participate in and to assume the defense of any
action brought against an indemnified party, the indemnified party may assume
the defense of such claim or action with counsel of its choosing which shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 4. No indemnifying party will consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.
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(d) Contribution. If the indemnification provided for in or
pursuant to this Section 4 is due in accordance with the terms hereof but is
held by a court to be unavailable or unenforceable in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified person,
shall contribute to the amount paid or payable by such indemnified person as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified person on the other in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses as well as any other relevant equitable considerations.
The relative fault of the indemnifying party on the one hand and of the
indemnified person on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified person and by such
persons' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. In no event shall the liability
of any selling Holder of Registrable Securities be greater in amount than the
amount of proceeds received by such Holder upon such sale.
5. Rule 144. BPMC covenants that it will use its best efforts
to file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if
BPMC is not required to file such reports, it will, upon the request of the
Holders, make publicly available such information as is necessary to permit
sales pursuant to Rule 144 under the Securities Act), and it will do all such
other acts and things from time to time as requested by the Holders to the
extent required from time to time to enable each Holder to sell shares of
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereunder adopted by the SEC. Upon the request of any Holder, BPMC will deliver
to such Holder a written statement as to whether it has complied with such
requirements.
6. Miscellaneous.
(a) Amendments and Waivers. This Agreement may be amended and
BPMC may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if BPMC shall have obtained the written
consent to such amendment, action or omission to act, of Xxxxxxx. Holders of
Registrable Securities shall be bound by any consent authorized by this Section
6(a), whether or not such Registrable Securities shall have been marked to
indicate such consent.
(b) Successors, Assigns and Transferees. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
legal successors-in-interest, and
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nothing in this Agreement, express or implied, is intended to confer upon any
other person any rights or remedies of any nature whatsoever under or by reason
of this Agreement.
(c) Notices. All notices and other communications provided for
hereunder shall be given and shall be effective as provided in the Purchase
Agreement.
(d) Descriptive Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise effect the
meaning of terms contained herein.
(e) Severability. In the event that any one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of such provision, paragraph, word, clause, phrase, or sentence
in every other respect and of the remaining provisions, paragraphs, words,
clauses, phrases or sentences hereof shall not be in any way impaired, it being
intended that all rights, powers and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.
(f) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement to produce or account for more than on such
counterpart.
(g) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York.
(h) Remedies. BPMC acknowledges that monetary damages will not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions hereof and agrees, to the fullest extent permitted by law, to
waive the defense of adequacy of legal remedies in any action for specific
performance hereof.
(i) Merger, etc. If, directly or indirectly: (i) BPMC shall
merge with and into, or consolidate with, any other Person, (ii) any Person
shall merge with and into, or consolidate with, BPMC and BPMC shall be the
surviving corporation of such merger or consolidation and, in connection with
such merger or consolidation, all or part of the Registrable Securities shall be
changed into or exchanged for stock or other securities of any other Person, or
(iii) BPMC shall sell substantially all of its assets to any other Person in
exchange for stock or other securities of any other Person, then, in each case,
proper provision shall be made so that such Person shall be bound by the
provisions of this Agreement, the Holder shall have registration rights with
respect to the stock or other securities of the surviving entity or successor to
the business of BPMC and the term "BPMC" shall thereafter be deemed to include
any successor to BPMC with respect to the obligations hereunder, by merger,
consolidation or otherwise. For purposes hereof, the term "Person" shall mean
any individual, corporation, partnership, trust or other non-governmental
entity.
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7. Termination. Except as otherwise provided herein, BPMC's
obligations under Section 2 hereof shall terminate on the date upon which there
shall be no Registrable Securities outstanding.
IN WITNESS WHEREOF, each of the undersigned has caused this
Registration Rights Agreement to be executed on its behalf as of the date first
written above.
XXXXX XXXXXX MULTIMEDIA COMPANY, INC.
By: /s/ Xxxxx Xxxxxx
------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Executive Officer
/s/ Xxxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxxxx
------------------------------
Xxxxxx Xxxxxxx
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EXHIBIT "A"
Additional Sellers
1. Xxxxx Xxxxxx
2. Xxxxxx Charitable Foundation, Inc.
3. Xxxxxx X. Xxxxxx
4. Xxxxxxx Xxxxxx
5. Xxxxxx X. Xxxxxx
6. Xxxxxx X. Xxxxxx Lifetime Income Trust
7. Xxxx X. Xxxxxx Lifetime Income Trust
8. Xxxxxx X. Xxxxxx Foundation
9. Xxxxxx X. Xxxxxxx
10. Viacom International, Inc.
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