Registration Rights Agreement - General Media Inc.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made
and entered into as of the 29th day of March, 2001, by General Media, Inc., a
Delaware corporation (the "Company"), in favor of each of the holders (each a
"Preferred Holder" and, collectively, the "Preferred Holders") of shares of the
Company's Class A Preferred Stock (the "Preferred Shares") listed on Schedule I
hereto and any subsequent holders of Registrable Securities (as defined below)
(each a "Holder" and, collectively, the "Holders"). Any party exercising any
rights pursuant to this Agreement shall execute a counterpart signature page
hereto and shall be bound to all of the terms and conditions of this Agreement.
W I T N E S S E T H:
WHEREAS, each Preferred Holder has received Preferred Shares
from the Company in connection with the Company's exchange (the "Exchange") of
its Series B 10-5/8% Notes due 2000 for its Series C 15% Notes due 2004 pursuant
to the terms of the Company's Offer to Exchange and Consent Solicitation
Statement and Consent and Letter of Transmittal, each dated February 16, 2001
(together, the "Offer Materials");
WHEREAS, the Preferred Shares are convertible into shares of
the Company's Common Stock, par value $.01 per share ("Common Stock"); and
WHEREAS, to induce the Preferred Holders to participate in the
Exchange, the Company desires to grant to each Preferred Holder and any
subsequent Holder of Registrable Securities registration rights with respect to
the shares of Common Stock issuable upon the conversion of the Preferred Shares
received by such Holder in connection with the Exchange.
NOW THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the parties hereto agree as follows:
1. Incidental Registration. (a) If the Company at any time after the
completion of the Company's initial public offering of Common Stock proposes to
register any of its equity securities (as defined in the Securities Exchange Act
of 1934) under the Securities Act of 1933 (the "Securities Act") (other than
pursuant to a registration statement on Forms S-4 or S-8, or any successor
forms), whether or not for sale for its own account, it will each such time give
prompt written notice (at least 20 business days prior to the initial filing of
a registration statement with the Securities and Exchange Commission (the
"SEC")) to all Holders of Registrable Securities of its intention to do so and,
upon the written request of any such Holder made within 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), the Company will use its best efforts to effect the
registration under the Securities Act of all Registrable Securities which the
Company has been so requested to register by the Holders thereof, to the extent
required to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Securities so to be registered,
including, without limitation, by filing with the SEC, if necessary, a
post-effective amendment or a supplement to the registration statement or the
related prospectus or any document
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incorporated therein by reference or by filing any other required document or
otherwise supplementing or amending the registration statement, if required by
the rules, regulations or instructions applicable to the registration form used
by the Company for such registration statement or by the Securities Act, any
state securities or blue sky laws, or any rules and regulations thereunder,
provided that:
(i) If the Company permits any person or persons (other
than affiliates of the Company) to register their shares of Common
Stock for sale in the initial public offering of the Company's Common
Stock (whether or not the Company sells any shares in connection with
such offering), then the Company shall promptly notify the Holders of
Registrable Securities of such fact and the Holders of Registrable
Securities shall have pro rata rights to include such Registrable
Securities in such registration statement, on terms no less favorable
than the most favorable rights granted to any other such person,
subject to the provisions of this Section 1; and
(ii) 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, the Company shall determine for any reason not to
register such securities, the Company 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 (but not from its obligation to pay the Registration
Expenses (as defined below) in connection therewith); and
(iii) if such registration shall be in connection with an
underwritten public offering and the sole underwriter or the lead
managing underwriter, as the case may be, shall advise the Company in
writing (with a copy to each holder of Registrable Securities
requesting registration) on or before the date 5 days prior to the date
then scheduled for such offering that, in its opinion, the number of
securities (including Registrable Securities) requested to be included
in such registration exceeds the number of such securities which can be
sold in such offering, the Company shall include in such registration
the number (if any) of Registrable Securities so requested to be
included which in the opinion of such underwriters can be sold and
shall not include in such registration any securities (other than
securities being sold by the Company, which shall have priority in
being included in such registration) so requested to be included other
than Registrable Securities unless all Registrable Securities requested
to be so included are included therein and if in the opinion of the
sole underwriter or the lead managing underwriter, as the case may be,
some but not all of the Registrable Securities may be so included, all
Holders of Registrable Securities requested to be included therein
shall share pro rata in the number of shares of Registrable Securities
included in such underwritten public offering on the basis of the
number of Registrable Securities requested to be included therein;
provided, however, that in the event the Company will not, by virtue of
this paragraph, include in any such registration all of the Registrable
Securities of any Holder requested to be included in such registration,
such Holder may, upon written notice to the Company given within 3 days
of the time such Holder first is notified of such matter, reduce the
amount of Registrable Securities it desires to
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have included in such registration, whereupon only the Registrable
Securities, if any, it desires to have included will be so included and
the Holders not so reducing shall be entitled to a corresponding
increase in the amount of Registrable Securities to be included in such
registration. In the case of a registration initially requested or
demanded by a holder or holders of securities other than Registrable
Securities, the Holders of the Registrable Securities requested to be
included therein and the holders of such other securities shall share
pro rata (based on the number of shares if the requested or demanded
registration is to cover only Common Stock and, if not, based on the
proposed offering price of the total number of securities included in
such underwritten public offering requested to be included therein);
and the Company shall so provide in any registration agreement
hereinafter entered into with respect to any of its securities.
(b) The term "Registrable Securities" shall mean the Common Stock
issuable upon conversion of the Preferred Shares. As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (A) 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, or (B) they may be distributed to the public pursuant to Rule 144 (or
any successor provision) under the Securities Act, so long as the Company makes
available adequate public information in accordance with Rule 144(c) (or any
successor provision), or (C) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company 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 counsel paid for by the Company and
reasonably acceptable to the Holders shall have provided an advance written
legal opinion satisfactory to the Holders to that effect, or (D) they shall have
ceased to be outstanding.
(c) The Company will pay all Registration Expenses in connection with
each registration of Registrable Securities. The term "Registration Expenses"
shall mean all expenses incident to the Company's performance of or compliance
with this Agreement, including, without limitation, all registration, listing,
qualification and filing fees, all fees and expenses of complying with
securities or blue sky laws, fees and other expenses associated with filings
with the NASD (including, if required, the fees and expenses of any "qualified
independent underwriter" and its counsel), all fees and expenses associated with
preparing, printing, distributing, mailing and delivering any registration
statement, prospectus, underwriting agreements, transmittal letters, securities
sales agreements, securities certificates and other documents relating to the
performance of and compliance with this Agreement, the fees and disbursements of
counsel for the Company and of its independent public accountants, the fees and
disbursements of one counsel retained by the Holders of Registrable Securities,
the expenses of any special audits made by such accountants required by or
incident to such performance and compliance, the expenses incurred in connection
with making road show presentations and holding meetings with potential
investors to facilitate the distribution and sale of Registrable Securities
which are customarily borne by the issuer, but not including (a) fees and
disbursements of more than one counsel retained by the Holders of Registrable
Securities, or (b) such Holders' proportionate share of underwriting discounts
and commissions.
2. Registration Procedures. If and whenever the Company is required to
use its best efforts to effect the registration of any Registrable Securities
under the Securities Act, the
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Company will promptly:
(a) prepare and file with the SEC a registration
statement with respect to such securities, make all required filings with the
NASD and use its best efforts to cause such registration statement to become
effective;
(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 and
to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement until such
time as all of such securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof set forth in
such registration statement, but in no event for a period of more than six
months after such registration statement becomes effective;
(c) furnish to counsel (if any) elected by Holders of a
majority (by number of shares) of the Registrable Securities covered by such
registration statement copies of all documents proposed to be filed with the SEC
in connection with such registration, which documents will be subject to the
review of such counsel;
(d) furnish to each Holder of Registrable Securities and
to each underwriter, if any, such number of conformed copies of such
registration statement and of each such amendment and supplement thereto (in
each case including all exhibits, except that the Company shall not be obligated
to furnish any Holder of the Registrable Securities covered by the registration
statement with more than two copies of such exhibits), such number of copies of
the prospectus included in such registration statement (including such
preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, and such other documents, as such Holder of
the Registrable Securities covered by the registration statement may reasonably
request in order to facilitate the disposition of the securities owned by such
Holder of the Registrable Securities covered by the registration statement;
(e) use its best efforts to register or qualify such
securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as each seller shall request, and do any and
all other acts and things which may be necessary or advisable to enable such
seller to consummate the disposition in such jurisdictions of the securities
owned by such seller, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified, or to consent to general service of
process in any such jurisdiction;
(f) furnish to each selling Holder a signed counterpart,
addressed to the selling Holders, of
(i) opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the lead managing underwriter, if
any, and to the Holders of a majority of the aggregate number of
Registrable Securities being registered (the "Majority Holders"))
addressed to the Holders of the Registrable Securities covered by the
registration statement and the underwriters, if any, covering the
matters customarily covered in opinions requested in sales of
securities or
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underwritten offerings and such other matters as may be reasonably
requested by such Holders and underwriters, and
(ii) "cold comfort" letters and updates thereof from the
Company's independent certified public accountants addressed to the
Holders of the Registrable Securities covered by the registration
statement, if permissible, and the underwriters, if any, which letters
shall be customary in form and shall cover matters of the type
customarily covered in "cold comfort" letters to underwriters in
connection with primary underwritten offerings,
in each case, covering substantially the same matters with respect to the
registration statement (and the prospectus included therein) and, in the case of
such accountants' letter, with respect to changes subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letter delivered to the underwriters in underwritten public
offerings of securities;
(g) notify each Holder of Registrable Securities
promptly, and, if requested by such Holder, confirm such advice in writing,
(i) when a registration statement has become effective
and when any post-effective amendments and supplements thereto become
effective,
(ii) of the issuance by the SEC or any state securities
authority of any stop order, injunction or other order or requirement
suspending the effectiveness of a registration statement or the
initiation of any proceedings for that purpose,
(iii) if, between the effective date of a registration
statement and the closing of any sale of securities covered thereby
pursuant to any agreement to which the Company is a party, the
representations and warranties of the Company contained in such
agreement cease to be true and correct in all material respects or if
the Company receives any notification with respect to the suspension of
the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, and
(iv) of the happening of any event during the period a
registration statement is effective as a result of which such
registration statement or the related prospectus contains any untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading;
(h) (i) within a reasonable time prior to the filing of
any registration statement, any prospectus, any amendment to a registration
statement or amendment or supplement to a prospectus, provide copies of such
document to the Holders of Registrable Securities and to counsel to such Holders
and to the underwriter or underwriters of an underwritten offering of
Registrable Securities, if any; and
(ii) within a reasonable time prior to the filing of any
document which is to be incorporated by reference into a registration
statement or a prospectus, provide copies of such document to counsel
for the Holders;
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(i) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to the Holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months, but not more than eighteen 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;
(j) use its best efforts to list the Registrable
Securities on the primary securities exchange on which the Common Stock is then
listed, if such Registrable Securities are not already so listed and if such
listing is then permitted under the rules of such exchange, and to provide a
transfer agent and registrar for such Registrable Securities not later than the
effective date of such registration statement; and
(k) enter into customary agreements (including, in the
case of an underwritten offering, underwriting agreements in customary form, and
including provisions with respect to indemnification and contribution in
customary form and consistent with the provisions relating to indemnification
and contribution contained herein) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in connection therewith:
(i) make such representations and warranties to the
Holders of such Registrable Securities and the underwriters, if any, in
form, substance and scope as are customarily made by issuers to
underwriters in similar underwritten offerings;
(ii) to the extent requested and customary for the
relevant transaction, enter into a securities sales agreement with the
Holders and such representative of the selling Holders as the Majority
Holders of the Registrable Securities covered by any registration
statement shall select relating to the Registration and providing for,
among other things, the appointment of such representative as agent for
the selling Holders for the purpose of soliciting purchases of
Registrable Securities, which agreement shall be customary in form,
substance and scope and shall contain customary representations,
warranties and covenants; and
(iii) deliver such customary documents and certificates as
may be reasonably requested by the Majority Holders of the Registrable
Securities being sold or by the managing underwriters, if any.
The above shall be done (i) at the effectiveness of such registration statement
(and each post-effective amendment thereto) in connection with any registration,
and (ii) at each closing under any underwriting or similar agreement as and to
the extent required thereunder.
The Company may require each Holder of Registrable Securities covered
by a registration statement to furnish to the Company such information and
undertakings regarding such Holder and the distribution of such Registrable
Securities as the Company may from time to time reasonably request in writing or
as shall be required by law in connection therewith. Each such Holder agrees to
furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not materially misleading.
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By acquisition of Registrable Securities, each Holder of such
Registrable Securities shall be deemed to have agreed that upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 2(g) hereof, such Holder will promptly discontinue such Holder's
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 Section 2(g) hereof.
If so directed by the Company, each Holder of Registrable Securities will
deliver to the Company (at the Company's expense) 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 the Company shall give any such notice, the period
mentioned in Section 2(b) hereof shall be extended by the number of days during
the period from and including the date of the giving of such notice to and
including the date when each seller of any Registrable Securities covered by
such registration statement shall have received the copies of the supplemented
or amended prospectus contemplated by Section 2(g) hereof.
3. Indemnification.
(a) Indemnification by the Company.
The Company agrees to indemnify and hold harmless each Person
(as defined in Section 2 of the Securities Act) who participates as an
underwriter, as well as each Holder, its officers, directors, employees and
agents and each Person who controls such Holder within the meaning of either
Section 15 of the Securities Act or Section 20(a) of the Exchange Act (each such
Holder, officer, director, employee, agent and Person who controls such Holder
being sometimes hereinafter referred to as an "Indemnified Holder") as follows:
(i) from and against all losses, claims, damages,
liabilities, judgments and expenses (including reasonable costs of
investigation and legal expenses) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus or in any
amendment or supplement thereto, or arising out of or based upon any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;
(ii) from and against any and all losses, liabilities,
claims, damages, judgments and reasonable expenses whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of
any litigation, investigation or proceeding by any governmental agency
or body, commenced or threatened, or of any other claim whatsoever
based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, if such settlement is effected with the
written consent of the Company; and
(iii) from and against any and all reasonable expense
whatsoever, as incurred (including fees and disbursements of counsel),
incurred in investigating, preparing or defending against any
litigation, investigation or proceeding by any governmental agency or
body, commenced or threatened, in each case whether or not such Holder
is a party, or any claim whatsoever based upon any such untrue
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statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
sub-paragraph (i) or (ii) above;
provided, however, that this indemnity agreement does not apply to any Holder
with respect to any loss, liability, claim, damage, judgment or expense to the
extent arising out of any untrue statement or alleged untrue statement of a
material fact contained in any prospectus, or the omission or alleged omission
therefrom of a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, in any
such case made in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use in a registration
statement (or any amendment thereto) or any prospectus (or any amendment or
supplement thereto). This indemnity will be in addition to any liability which
the Company may otherwise have.
(b) Indemnification by Holder of Registrable Securities.
Each selling Holder severally agrees to indemnify and hold harmless the
Company, its directors and officers and each Person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Holders, but only with respect to information relating to such
Holders furnished in writing by such Holders expressly for use in any
registration statement or prospectus, or any amendment or supplement thereto. In
no event shall the liability of any Holder hereunder be greater in amount than
the dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.
(c) Conduct of Indemnification Proceedings.
Each indemnified party or parties shall give reasonably prompt notice
to each indemnifying party or parties of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure so
to notify an indemnifying party or parties shall not relieve it or them from any
liability which it or they may have under this indemnity agreement, except to
the extent that the indemnifying party is materially prejudiced by such failure
to give notice. If the indemnifying party or parties so elects within a
reasonable time after receipt of such notice, the indemnifying party or parties
may assume the defense of such action or proceeding at such indemnifying party's
or parties' expense with counsel chosen by the indemnifying party or parties and
approved by the indemnified party defendant in such action or proceeding, which
approval shall not be unreasonably withheld; provided, however, that, if such
indemnified party or parties determine in good faith that a conflict of interest
exists and that therefore it is advisable for such indemnified party or parties
to be represented by separate counsel or that, upon advice of counsel, there may
be legal defenses available to it or them which are different from or in
addition to those available to the indemnifying party, then the indemnifying
party or parties shall not be entitled to assume such defense and the
indemnified party or parties shall be entitled to separate counsel (limited in
each jurisdiction to one counsel for all indemnified parties under this
Agreement) at the indemnifying party's or parties' expense; provided further,
however, that, if the Indemnified Holders determine in good faith upon advice of
counsel that a conflict of interest exists between such Indemnified Holders and
the underwriter(s) in the stock offering, or that there may be legal defenses
with respect to the claim or claims for which indemnity is sought available to
such Indemnified Holders which are
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different from or in addition to those available to such underwriter(s), then
the Indemnified Holders shall be entitled to separate counsel from that
representing such underwriter(s) (limited in each jurisdiction to one counsel
for all Indemnified Holders under this Agreement) at the indemnifying party's or
parties' expense. If an indemnifying party or parties is not so entitled to
assume the defense of such action or does not assume such defense, after having
received the notice referred to in the first sentence of this paragraph, the
indemnifying party or parties will pay the reasonable fees and expenses of
counsel for the indemnified party or parties (limited in each jurisdiction to
one counsel for all indemnified parties under this Agreement). No indemnifying
party or parties will be liable for any settlement effected without the written
consent of such indemnifying party or parties, which consent shall not be
unreasonably withheld. If an indemnifying party is entitled to assume, and
assumes, the defense of such action or proceeding in accordance with this
paragraph, such indemnifying party or parties shall not, except as otherwise
provided in this subsection (c), be liable for any fees and expenses of counsel
for the indemnified parties incurred thereafter in connection with such action
or proceeding.
(d) Contribution.
If the indemnification provided for in this Section 3 is unavailable to
an indemnified party under Section 3(a) or Section 3(b) hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and of the Indemnified Holder 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 Company on the one hand and of the Indemnified Holder
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
Company or by the Indemnified Holder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in the final paragraph
of Section 3(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.
The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 3(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 3(d), an Indemnified
Holder shall not be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities sold by such
Indemnified Holder or its affiliated Indemnified Holders and distributed to the
public were offered to the public exceeds the amount of any damages which such
Indemnified Holder, or its affiliated Indemnified Holder, has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
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For purposes of this Section, each Person, if any, who controls a
Holder or an underwriter within the meaning of Section 15 of the Securities Act
(and their respective partners, directors, officers and employees) shall have
the same rights to contribution as such Holder or underwriter.
4. (a) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day delivery with a reputable courier service, telex, or
telecopies, initially to the address set forth below, and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 4(a):
(i) if to the Company:
General Media, Inc.
11 Penn Plaza, 12th Floor
New York, New York 10001
Telecopier: 212-702-6262
Attention: President and Chief Operating Officer
Copy to:
Robert L. Kohl, Esq.
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
Telecopier: 212-940-8776
(ii) if to the Holders:
At the most recent address set forth in the Company's share register.
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; two business days after being
deposited in the mail, postage prepaid, if mailed; one business day after being
accepted for delivery, if by next-day courier service; when answered back, if
telexed; and when receipt is acknowledged, if telecopied.
(b) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Registrable Securities.
(c) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of a
majority of the Holders.
(d) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
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(e) Recapitalizations, Exchanges, etc., Affecting Registrable
Securities. The provisions of this Agreement shall apply, to the full extent set
forth herein with respect to the Registrable Securities, to any and all
securities or capital stock of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in exchange for, or in substitution of such
Registrable Securities, by reason of any dividend, split, issuance, reverse
split, combination, recapitalization, reclassification, merger, consolidation or
otherwise.
(f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(g) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its conflicts of law provisions.
(h) Severability. In the event that any one or more of the
provisions contained herein, or the application hereof in any circumstance is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provisions in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
(i) Specific Performance. The parties hereto acknowledge that
there would be no adequate remedy at law if any party fails to perform in any
material respect any of its obligations hereunder, and accordingly agree that
each party, in addition to any other remedy to which it may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of any other party under this Agreement in accordance with the terms
and conditions of this Agreement in any court of the United States or any State
thereof having jurisdiction.
(j) No Inconsistent Agreements. The Company is not party to
any agreement which conflicts with the provisions of this Agreement or which
grants registration or similar rights, nor has the Company committed itself to
enter into any such agreement, except for the registration rights which have
been granted heretofore pursuant to that certain Warrant Agreement dated as of
December 21, 1993 between the Company and IBJ Schroder Bank & Trust Company, as
warrant agent. The rights granted to the Holders hereunder do not conflict in
any way with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.
(k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of this agreement and understanding of the parties
hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, concerning the registration rights granted by the Company
pursuant to this Agreement.
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<PAGE> 12
IN WITNESS WHEREOF, the undersigned has caused this Agreement
to be executed as of the date first written above.
GENERAL MEDIA, INC.
By:_______________________________
Name:
Title:
12
<PAGE> 13
GENERAL MEDIA, INC.
REGISTRATION RIGHTS AGREEMENT
Counterpart Signature Page
Reference is hereby made to the Registration Rights Agreement dated as
of March 29, 2001 (the "Agreement") by General Media, Inc. (the "Company") in
favor of those several Preferred Holders listed on Schedule I to the Agreement
and subsequent Holders of Registrable Securities (each as defined in the
Agreement). By execution of this Counterpart Signature Page to the Agreement,
the undersigned hereby: (a) acknowledges receipt of a copy of the Agreement and
(b) agrees to be bound by and obtain the benefit of the rights and restrictions
of the Agreement.
IN WITNESS WHEREOF, this Counterpart Signature Page has been executed
as of the ______ day of _________, ____.
HOLDER OF REGISTRABLE SECURITIES
______________________________________
Printed Name:
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