** EXECUTION COPY **
REGISTRATION RIGHTS AGREEMENT
Agreement made as of this 31st day of December, 1998 by and among DVD
Express, Inc., a California corporation (the "Company"), the persons or entities
listed on SCHEDULE A attached hereto (individually, an "Investor", and
collectively, the "Investors"), America Online, Inc. ("AOL") and the Founder (as
hereinafter defined).
1. CERTAIN DEFINITIONS
SECTION 1. As used in this Agreement, the following terms shall have the
following meanings:
1.1. COMMISSION means the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act and the
Exchange Act.
1.2. COMMON STOCK means (a) the Company's Common Stock, as
authorized on the date of this Agreement, (b) any other capital stock of any
class or classes (however designated) of the Company, authorized on or after the
date hereof, the holders of which shall have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any
shares entitled to preference, and the holders of which shall ordinarily, in the
absence of contingencies or in the absence of any provision to the contrary in
the Company's Articles of Incorporation, as amended, be entitled to vote for the
election of a majority of directors of the Company (even though the right so to
vote has been suspended by the happening of such a contingency or provision),
and (c) any other securities into which or for which any of the securities
described in (a) or (b) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.
1.3. EXCHANGE ACT means 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.
1.4. FOUNDER means Xxxxxxx Xxxxxxx.
1.4. FOUNDER SHARES shall mean the aggregate of 10,000,000 shares of
Common Stock that the Founder owns, or has the right to acquire on the date
hereof, but excluding any such Common Stock that has been (a) registered under
the Securities Act pursuant to an effective
registration statement filed thereunder and disposed of in accordance with
the registration statement covering them or (b) publicly sold pursuant to
Rule 144 under the Securities Act.
1.6. HOLDERS means the Founder, the Investors and AOL and their
respective permitted assignees and transferees under Section 5 hereof.
1.7. PERSON means an individual, corporation, partnership, joint
venture, trust, or unincorporated organization, or a government or any agency or
political subdivision thereof.
1.8. PURCHASE AGREEMENT means the Series A Convertible Preferred
Stock Purchase Agreement dated the date hereof among the Company, the Investors
and the Founder.
1.9. REGISTRABLE SECURITIES means any shares of Common Stock owned by
an Investor or AOL, or an Investor's or AOL's permitted successors and assigns,
including shares of Common Stock (A) issued or issuable upon conversion of any
Series A Preferred Shares or (B) issued or issuable pursuant to a vested right
to acquire shares of Common Stock; except for any shares of such Common Stock
(i) which have at any time been sold by such parties other than to a permitted
assignee, as defined in Section 5 hereof, of an Investor or AOL, and (ii) which
have at any time been sold in a registered public offering or pursuant to
Rule 144 promulgated under the Securities Act.
1.10. SECURITIES ACT means 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.
1.11. SERIES A PREFERRED SHARES means the shares of Series A
Convertible Preferred Stock purchased by the Investors pursuant to the Purchase
Agreement, and with respect to each Investor in the amounts set forth on
SCHEDULE I to the Purchase Agreement.
1.12. STOCKHOLDERS AGREEMENT means that certain Stockholders
Agreement dated as of the date hereof among the Company, the Investors and the
Founder.
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2. REGISTRATION RIGHTS
SECTION 2.1. REQUEST FOR REGISTRATION.
(a) If the Company shall receive at any time after (i) December 31,
2002 and before the effective date of the first registration statement for a
public offering of securities of the Company (other than a registration
statement relating either to the sale of securities to employees of the Company
pursuant to a stock option, stock purchase, or similar plan or a SEC Rule 145
transaction), a written request from Holders who are not then employees of the
Company and who hold at least 40% of the Registrable Securities that the Company
file a registration statement under the Act covering the registration of at
least a majority of the Registrable Securities then held by such Holders; or
(ii) six months following the effective date of the first registration statement
for a public offering of securities of the Company (other than a registration
statement relating to either the sale of securities to employees of the Company
pursuant to a stock option, stock purchase, or similar plan or a SEC Rule 145
transaction) a written request from Holders who are not then employees of the
Company and who hold at least 40% of the Registrable Securities that the Company
file a registration statement under the Act covering the registration of (i) at
least 20% of the Registrable Securities or (ii) any lessor percentage if the
anticipated gross offering price is at least $5,000,000, then, in either case,
the Company shall, within ten (10) days after the receipt thereof, give written
notice of such request to all Holders and shall, subject to the limitations of
Section 1.2(b) hereof, use its best efforts to effect, the registration under
the Act of all Registrable Securities which the Holders request to be registered
within twenty (20) days after the mailing of such notice by the Company.
(b) The Company is obligated to effect only two (2) registrations
pursuant to this Section 2.1 (counting for this purpose only registrations which
have been declared or ordered effective).
(c) The Company shall not be obligated to effect a registration
pursuant to this Section 2.1 during the period starting with the date sixty (60)
days prior to the Company's estimated date of filing of, and ending on the date
six (6) months immediately following the effective date of, any registration
statement pertaining to securities of the Company (other than a registration
statement relating to the sale of the Company's securities in connection with a
Rule 145 transaction or an employee benefit plan ), provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective.
(d) Notwithstanding the foregoing, if the Company shall furnish to
the Holders requesting that the Company file a registration statement pursuant
to this Section 2.1 a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its shareholders for such
registration statement to be filed and that it is, therefore, essential to defer
the filing of such registration statement, the Company shall have the right to
defer taking action
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with respect to such filing for a period of not more than ninety (90) days
after receipt of the request of the Holders; provided, however, the Company
may defer its obligations for this reason only once in any period of twelve
(12) months.
SECTION 2.2. PIGGYBACK REGISTRATIONS. If at any time or times after the
date hereof, the Company shall determine to register any of its Common Stock or
equity securities convertible into or exchangeable for Common Stock under the
Securities Act, whether in connection with a public offering of securities by
the Company (a "primary offering"), a public offering thereof by stockholders (a
"secondary offering"), or both (but not in connection with a registration
effected solely to implement an employee benefit plan or a transaction to which
Rule 145 or any other similar rule of the Commission under the Securities Act is
applicable), the Company will promptly give written notice thereof to the
holders of Registrable Securities and Founder Shares then outstanding, and will
use its best efforts to effect the registration under the Securities Act of all
Registrable Securities and Founder Shares which the Holders may request in a
writing delivered to the Company within fifteen (15) days after the notice given
by the Company; PROVIDED, HOWEVER, that in the event that any registration
pursuant to this Section 2.2 shall be, in whole or in part, an underwritten
public offering of Common Stock, the number of shares of Registrable Securities
and Founder Shares to be included in such an underwriting may be reduced (pro
rata among the requesting Holders based upon the number of shares of Registrable
Securities and Founder Shares owned by such Holders) if and to the extent that
the managing underwriter shall be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company
therein, PROVIDED, HOWEVER, that in no event may less than one-third of the
total number of shares of Common Stock to be included in such underwriting be
made available for Registrable Securities and Founder Shares, and PROVIDED,
FURTHER, that, prior to any such reduction, the Company shall first exclude from
such registration, in the following order, all shares of Common Stock sought to
be included therein by (i) any holder thereof not having any such contractual,
incidental registration rights, and (ii) any holder thereof having contractual,
incidental registration rights subordinate and junior to the rights of the
Holders of Registrable Securities and Founder Shares.
SECTION 2.3. FORM S-3. If the Company becomes eligible to use Form
S-3, the Company shall use its reasonable efforts to continue to qualify at
all times for registration on Form S-3 (or any successor form). If and when
the Company becomes entitled to use Form S-3, the holders of Registrable
Securities shall have the right to request and have effected an unlimited
number of registrations of shares of Registrable Securities held by them on
Form S-3 for a public offering of shares of Registrable Securities having an
aggregate proposed offering price of not less than $500,000; provided,
however, that Holders of Registrable Securities can only make one such
request in any six (6) month period. Such requests shall be in writing and
shall state the number of shares of Registrable Securities to be disposed of
and the intended method of disposition of such shares by such holder or
holders. The Company shall not be required to cause a registration statement
requested pursuant to this Section 2.3 to become effective prior to 90 days
following the effective date of a registration statement initiated by the
Company, if the request for registration has been received by the Company
subsequent to the giving of written notice by the
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Company, made in good faith, to the holders of Registrable Securities to the
effect that the Company is commencing to prepare a Company-initiated
registration statement (other than a registration effected solely to
implement an employee benefit plan or a transaction to which Rule 145 or any
other similar rule of the Commission under the Securities Act is applicable);
PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve
such effectiveness promptly following such 90-day period if the request
pursuant to this Section 2.3 has been made prior to the expiration of such
90-day period. The Company shall give notice to all holders of Registrable
Securities of the receipt of a request for registration pursuant to this
Section 2.3 and shall provide a reasonable opportunity for such holders to
participate in the registration. Subject to the foregoing, the Company will
use its best efforts to effect promptly the registration of all shares of
Common Stock on Form S-3 to the extent requested by the holder or holders
thereof for purposes of disposition. Notwithstanding the foregoing, the
Company shall not be required to effect a registration under this Section 2.3
or Section 2.1 if, (i) in the opinion of counsel for the Company, which
counsel and opinion shall be reasonably acceptable to the Holders of
Registrable Securities, such Holders of Registrable Securities may then sell
to the public all Registrable Securities within a 90 day period without
registration under the Act; or (ii) if the Company shall furnish to the
Holders requesting that the Company file a registration statement pursuant to
this Section 2.3 a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its shareholders for such
registration statement to be filed and that it is, therefore, essential to
defer the filing of such registration statement, the Company shall have the
right to defer taking action with respect to such filing for a period of not
more than sixty (60) days after receipt of the request of the Holders;
provided, however, the Company may defer its obligations for this reason only
once in any period of twelve (12) months.
SECTION 2.4. REGISTRATION EXPENSES. In the event of a registration
described in Sections 2.1, 2.2 and 2.3, all expenses of registration and
offering of the Company and the Holders participating in the offering including,
without limitation, printing expenses, fees and disbursements of counsel,
including one counsel for the selling Holders of Registrable Securities or
Founder Shares (provided such fee shall not exceed $10,000), and independent
public accountants, 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. and fees of transfer agents and
registrars), shall be borne by the Company, except that the Holders shall bear
underwriting commissions and discounts attributable to their Registrable
Securities or Founder Shares, as the case may be, being registered.
SECTION 2.5. FURTHER OBLIGATIONS OF THE COMPANY. Whenever under the
preceding sections of this Agreement the Company is required hereunder to
register Registrable Securities or Founder Shares, it agrees that it shall also
do the following:
(a) Use its best efforts to diligently prepare for filing with the
Commission a registration statement and such amendments and supplements to
said registration statement and the prospectus used in connection therewith
as may be necessary to keep said
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registration statement effective and to comply with the provisions of the
Securities Act with respect to the sale of securities covered by said
registration statement for the period necessary to complete the proposed
public offering, but in no event shall such period exceed 180 days;
(b) Furnish to each selling Holder such copies of each preliminary
and final prospectus and such other documents as such holder may reasonably
request to facilitate the public offering of his Registrable Securities or
Founder Shares;
(c) Enter into any underwriting agreement with provisions reasonably
required by the proposed underwriter for the selling Holders, if any; and
(d) Use its best efforts to register or qualify the Registrable
Securities and Founder Shares covered by said registration statement under
the securities or "blue-sky" laws of such jurisdictions as any selling
holder of Registrable Securities or Founder Shares may reasonably request,
provided that the Company shall not be required to register in any states
which shall require it to qualify to do business or subject itself to
general service of process as a condition of such registration.
SECTION 2.6. OBLIGATIONS OF THE HOLDERS. Whenever under the preceding
sections of this Agreement the Company is required hereunder to register
Registrable Securities or Founders Shares, the Holders agree to do the
following:
(a) in the event that any such registration shall be an underwritten public
offering of Common Stock, to sell such Holders shares pursuant to the
underwriting agreement executed in connection with such registration; and
(b) provide to the Company upon any registration hereunder such information
relating to such Holder as may be reasonably requested by the Company.
3. INDEMNIFICATION. Incident to any registration referred to in this
Agreement, and subject to applicable law, the Company will indemnify each
underwriter, each Holder of Registrable Securities and Founder Shares so
registered, and each person controlling any of them against all claims, losses,
damages and liabilities, including legal and other expenses reasonably incurred
in investigating or defending against the same, arising out of any untrue
statement of a material fact contained in any prospectus or other document
(including any related registration statement) or any omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or arising out of any violation by the
Company of the Securities Act, any state securities or "blue-sky" laws or any
rule or regulation thereunder in connection with such registration; PROVIDED,
HOWEVER, that the Company will not be liable in any case to the extent that any
such claim, loss, damage or liability may have been caused by an untrue
statement or omission based upon information furnished in writing to the Company
by such Holder expressly for use therein. In the event of any registration of
any of the
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Registrable Securities or Founder Shares under the Securities Act pursuant to
this Agreement, each seller of Registrable Securities or Founder Shares, as
the case may be, jointly and severally, will indemnify and hold harmless the
Company, each of its directors and officers and each underwriter (if any) and
each person, if any, who controls the Company or any such underwriter within
the meaning of the Securities Act or the Exchange Act against any claim,
losses, damages and liabilities, including legal and other expenses
reasonably incurred in investigating or defending it against the same,
arising out of any untrue statement of a material fact contained in any
prospectus or other document (including any related registration statement)
or any omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of such
selling Holder, specifically for use in connection with the preparation of
such registration statement, prospectus, amendment of supplement; provided,
however, that the obligations of such selling Holders hereunder shall be
limited to an amount equal to the net proceeds to each Holder of Registrable
Securities or Founder Shares sold as contemplated herein.
4. RULE 144 REQUIREMENTS. If the Company becomes subject to the reporting
requirements of either Section 13 or Section 15(d) of the Exchange Act, the
Company will use its best efforts to file with the Commission such information
as the Commission may require under either of said Sections; and in such event,
the Company shall use its best efforts to take all action as may be required as
a condition to the availability of Rule 144 under the Securities Act (or any
successor exemptive rule hereinafter in effect). The Company shall furnish to
any Holder of Registrable Securities or Founder Shares upon request, a written
statement executed by the Company as to the steps it has taken to comply with
the current public information requirements of Rule 144.
5. TRANSFER OF REGISTRATION RIGHTS. The registration rights of the Holders
under this Agreement may be transferred to any transferee of any Series A
Preferred Shares or any Registrable Securities or Founder Shares who (i) is a
Holder of Registrable Securities or Founders Shares as of the date of this
Agreement, (ii) is an affiliate, as that term is defined in the Investment
Company Act of 1940, of a Holder of Registrable Securities as of the date of
this Agreement (including a partner of such Holder) or is any parent,
sibling, spouse, child, grandchild, father-in-law, mother-in-law,
brother-in-law, sister-in-law, uncle, aunt, nephew, niece or cousin of the
Founder, (iii) is the owner of an investment account which is managed or
advised by an Investor or by Geocapital Management IV, L.P., Geocapital
Management V, L.P., or by an affiliate of an Investor or Geocapital
Management IV, L.P., Geocapital Management V, L.P., or (iv) acquires at least
150,000 shares of Common Stock, assuming conversion of all Series A Preferred
Shares (or such lesser number of shares of Common Stock which constitutes the
total number of shares of Common Stock purchased by the transferring Holder
of Registrable Securities under this Agreement) (as adjusted for stock
splits, stock dividends, reclassifications, recapitalizations or other
similar events). Each such transferee shall be deemed to be a "Holder" for
purposes of this Agreement; provided, that, no transfer of registration
rights by a Holder
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pursuant to this Section 5 shall create any additional rights in the
transferee beyond those rights granted to Holders in this Agreement.
6. GRANTING OF REGISTRATION RIGHTS. The Company shall not, without the prior
written consent of the holders of at least a majority in interest of the
Registrable Securities, grant any rights to any Persons to register any shares
of capital stock or other securities of the Company if such rights could
reasonably be expected to be superior to or be on parity with, the rights of the
holders of Registrable Securities granted pursuant to this Agreement.
7. LOCK-UP AGREEMENT. Each Holder agrees, so long as such Holder holds one
percent (1%) or more of the Company's outstanding voting equity securities, in
connection with the Company's initial public offering of the Company's
securities, upon request of the underwriters managing any underwritten offering
of the Company's securities not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Registrable Securities
(other than those included in the registration) without the prior written
consent of such underwriters, as the case may be, for such period of time (not
to exceed one hundred eighty (180) days) from the effective date of such
registration as may be requested by the underwriters; PROVIDED, HOWEVER, that
the officers and directors of the Company who own stock of the Company agree to
the same such restrictions.
8. MISCELLANEOUS
SECTION 8.1. DAMAGES. The Company recognizes and agrees that the holders
of Registrable Securities will not have an adequate remedy if the Company fails
to comply with this Agreement and that damages may not be readily ascertainable,
and the Company expressly agrees that, in the event of such failure, it shall
not oppose an application by a Holder of Registrable Securities requiring
specific performance of any and all provisions hereof or enjoining the Company
from continuing to commit any such breach of this Agreement.
SECTION 8.2. APPROVAL OF UNDERWRITERS. The engagement by the Company of
any managing underwriter in any registration of the Company's securities under
Sections 2.1 or 2.3 shall require the prior written approval of the Holders of a
majority of the Registrable Securities being sold in such offering.
SECTION 8.3. NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on the
part of any party to this Agreement in exercising any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder.
The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.
SECTION 8.4. AMENDMENTS AND WAIVERS. Except as hereinafter provided,
amendments to this Agreement shall require and shall be effective upon receipt
of the written consent of: (i) the
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Company, (ii) the holders of at least a majority in interest of the
Registrable Securities and (iii) in the case of any amendment adversely
affecting the rights of the Founder, the holders of at least a majority in
interest of the Founder Shares. Except as hereinafter provided, compliance
with any covenant or provision set forth herein may be waived upon written
consent by the party or parties whose rights are being waived; PROVIDED,
THAT, (i) if the rights of holders of Registrable Securities are being
waived, upon the written consent of the holders of at least a majority in
interest of the Registrable Securities and (ii) if the rights of holders of
Founder Shares are being waived, upon the written consent of the holders of
at least a majority in interest of the Founder Shares. Notwithstanding the
foregoing, no waivers or amendments shall be effective to reduce the
percentage in interest of the Registrable Securities the consent of the
holders of which is required under this Section. Any waiver or amendments
may be given subject to satisfaction of conditions stated therein and any
waiver or amendments shall be effective only in the specific instance and for
the specific purpose for which given.
SECTION 8.5. NOTICES.
As the terms "notice" or "notices" are used herein as between the parties,
such term shall mean a written document, explaining in reason for the notice,
and the same shall be mailed by United States Postal Service Via Certified Mail,
Return Receipt Requested, addressed as follows:
to the Company:
DVD Express, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
with a copy by mail and fax to:
Xxxxx X. Xxxxxxxx, Esq.
Troop Xxxxxxx Xxxxxx Xxxxxxx & Xxxxx, LLP
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
to the Investors:
Geocapital IV, L.P.
Geocapital V, L.P.
Xxx Xxxxxxxxx Xxxxx
Xxxx Xxx, XX 00000
Attention: Xxxxxxxx X. Xxxx
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with a copy by mail and fax to:
Xxxxxxx X. Xxxxx, Xx., Esquire
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
High Street Tower
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Fax: 000-000-0000
to AOL:
America Online, Inc.
00000 XXX Xxx
Xxxxxx, XX 00000-0000
Attn: Senior Vice President
Fax No: (000) 000-0000
E-mail Address: XXXXxxxxx@xxx.xxx
Such notice shall be deemed to have been given on the date placed in the U.S.
Mails, and sent by fax to counsel, whether actually received by the addressee or
not. The parties shall, as a matter of convenience and courtesy, send each
party receiving notice a copy of said notice by facsimile or electronic means,
or by courier, Federal Express, or similar service, but such notifications shall
not be deemed lawful "notice" as required hereby. The parties may from time to
time amend the above addresses and names by written notice given the other
party.
SECTION 8.6. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors and assigns, except that the Company shall not have the right to
delegate its obligations hereunder or to assign its rights hereunder or any
interest herein without the prior written consent of the holders of at least a
majority in interest of the Registrable Securities.
SECTION 8.7. PRIOR AGREEMENTS. This Agreement constitutes the entire
agreement between the parties and supersedes any prior understandings or
agreements concerning the subject matter hereof.
SECTION 8.8. SEVERABILITY. The provisions of this Agreement are severable
and, in the event that any court of competent jurisdiction shall determine that
any one or more of the provisions or part of a provision contained in this
Agreement, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement,
but this Agreement shall be reformed and construed as if such invalid or illegal
or unenforceable provision, or part of a provision, had never been contained
herein, and such provisions or part reformed so that it would be valid, legal
and enforceable to the maximum extent possible.
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SECTION 8.9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of California.
SECTION 8.10. HEADINGS. Article, section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.
SECTION 8.11. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
SECTION 8.12. FURTHER ASSURANCES. From and after the date of this
Agreement, upon the request of any party hereto, the other parties shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the day and year first above written.
DVD EXPRESS, INC.
By: /s/ XXXXXXX XXXXXXX
--------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
GEOCAPITAL IV, L.P.
By: GEOCAPITAL IV MANAGEMENT,
L.P.
By: /s/ ILLEGIBLE
--------------------------
General Partner
GEOCAPITAL V, L.P.
BY: GEOCAPITAL V MANAGEMENT,
L.P.
By: /s/ ILLEGIBLE
--------------------------
General Partner
Xxxxx X. Xxxxxx, as Nominee
for the Broadview Partners Group
By: /s/ XXXXX X. XXXXXX
---------------------------------
Xxxxx X. Xxxxxx, as Nominee
for the Broadview Partners Group
AMERICA ONLINE, INC.
By:
---------------------------------
Name:
Title:
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FOUNDER
/s/ XXXXXXX XXXXXXX
----------------------------
Xxxxxxx Xxxxxxx
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SCHEDULE A
INVESTORS
NAME AND ADDRESS
GEOCAPITAL IV, L.P.
Xxx Xxxxxxxxx Xxxxx
Xxxx Xxx, Xxx Xxxxxx 00000
Attn: Xxxxxxx Xxxxx
GEOCAPITAL V, L.P.
Xxx Xxxxxxxxx Xxxxx
Xxxx Xxx, Xxx Xxxxxx 00000
Attn: Xxxxxxxx X. Xxxx
Xxxxx X. Xxxxxx, as Nominee
for the Broadview Partners Group
Xxx Xxxxxx Xxxxx
Xxxx Xxx, XX 00000
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