EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), is made as of March
29, 1999, by and among Ticketmaster Online-CitySearch, Inc., a Delaware
corporation ("Parent"), and certain former shareholders of CityAuction, Inc., a
California corporation (the "Company"), listed on the signature pages hereto
(the "Shareholders").
WHEREAS:
A. Pursuant to the terms of the Agreement and Plan of Reorganization dated
as of January 8, 1999 (the "Reorganization Agreement"), by and among Parent, the
Company, and Nero Acquisition Corporation, a California corporation and wholly
owned subsidiary of Parent ("Sub"), Sub is being merged with and into the
Company (the "Merger"), with the Company being the surviving corporation.
B. In connection with the Merger, the Shareholders shall receive shares
(the "Shares") of Class B Common Stock of Parent, par value $.01 per share
("Parent Common Stock").
C. The Reorganization Agreement provides for the execution and delivery of
this Agreement at the closing of the transactions contemplated thereby which
grants the Shareholders certain rights to have their Shares registered under the
Securities Act of 1933, as amended.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. DEFINITIONS.
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a. As used in this Agreement, the following terms shall have the
following meanings:
(i) "Lock-up Period" means the time period commencing on the closing
date of Parent's initial public offering and expiring 180 days therefrom.
(ii) "register," "registered," and "registration" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis ("Rule 415"), and the declaration or ordering of effectiveness of such
Registration Statement by the United States Securities and Exchange Commission
(the "SEC").
(iii) "Registrable Securities" means the Shares and any shares of
capital stock issued or issuable as a dividend on or in exchange for or
otherwise with respect to the Shares, provided, however, that such securities
shall only be treated as Registrable Securities if and so long as they have not
been (A) sold to or through a broker or dealer or underwriter in a public
distribution
or a public securities transaction, or (B) sold or are, in the opinion of
counsel for Parent, available for sale in a single transaction exempt from the
registration and prospectus delivery requirements of the 1933 Act so that all
transfer restrictions and restrictive legends with respect thereto are removed
upon the consummation such sale.
(iv) "Registration Statement" means a registration statement of
Parent under the ▇▇▇▇ ▇▇▇.
b. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Purchase Agreement.
2. REGISTRATION.
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a. Parent shall prepare and file with the SEC a Registration Statement
on Form S-1 (or, another appropriate form in the discretion of Parent as is then
available to effect a registration of the Registrable Securities) covering the
resale of the Registrable Securities as soon as practicable following the
Closing of the Merger.
b. As a condition of Parent's efforts to file a Registration Statement,
the Shareholders shall execute and deliver to Parent, in forms acceptable to
Parent (i) agreements prohibiting the sale or other transfer of the Registrable
Securities until the expiration of the Lock-up Period and (ii) agreements
prohibiting the sale or other transfer of the Registrable Securities during
periods outside of the trading windows applicable to the officers of Parent as
set forth in Parent's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Program adopted by Parent's Board of
Directors.
3. OBLIGATIONS OF THE PARENT.
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In connection with the registration of the Registrable Securities, Parent
shall have the following obligations:
a. Parent shall prepare promptly and file with the SEC a Registration
Statement with respect to the Registrable Securities as provided in Section
2(a), and thereafter use its reasonable commercial efforts to cause such
Registration Statement relating to Registrable Securities to become effective,
and keep the Registration Statement effective pursuant to Rule 415 at all times
until such date as is the earlier of (i) the date on which all of the
Registrable Securities have been sold and (ii) the date on which the Registrable
Securities (in the opinion of counsel to the Shareholders) may be immediately
sold without restriction (including without limitation as to volume by each
holder thereof) without registration under the 1933 Act (the "Registration
Period").
b. Parent shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the provisions of the
1933 Act with respect to the disposition of all Registrable Securities of the
Company covered by the Registration Statement until such time as all of such
Registrable Securities
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have been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof as set forth in the Registration Statement.
c. Parent shall furnish to the Shareholders (i) promptly after the
Registration Statement is prepared and publicly distributed, filed with the SEC,
or received by Parent, one copy of the Registration Statement and any amendment
thereto, each preliminary prospectus and prospectus and each amendment or
supplement thereto and (ii) such number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such
other documents as the Shareholders may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such
Shareholders. Parent will immediately notify the Shareholders by facsimile of
the effectiveness of the Registration Statement or any post-effective amendment.
Parent will promptly file an acceleration request as soon as practicable
following the resolution or clearance of all SEC comments or, if applicable,
following notification by the SEC that the Registration Statement or any
amendment thereto will not be subject to review.
d. Parent shall use reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under such other
securities or "blue sky" laws of such jurisdictions in the United States as the
Shareholders reasonably request, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that Parent shall not be
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required in connection therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), (b) subject itself to general taxation in any such
jurisdiction, (c) file a general consent to service of process in any such
jurisdiction, (d) provide any undertakings that cause the Parent undue expense
or burden, or (e) make any change in its charter or bylaws.
e. In the event the Shareholders select underwriters for the offering,
Parent shall enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the underwriters of such
offering.
f. As promptly as practicable after becoming aware of such event, Parent
shall notify the Shareholders of (x) the issuance by the SEC of a stop order
suspending the effectiveness of the Registration Statement, (y) the happening of
any event, of which Parent has knowledge, as a result of which the prospectus
included in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (z)
the occurrence or existence of any pending corporate development that, in the
reasonable discretion of Parent, makes it appropriate to suspend the
availability of the Registration Statement and use its best efforts promptly to
prepare a supplement or amendment to the Registration Statement to correct such
untrue statement or omission, and deliver such number of copies of such
supplement or amendment to the Shareholders,
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as the Shareholders may reasonably request; provided that, for not more than
twenty (20) consecutive trading days (or a total of not more than thirty (30)
trading days in any twelve (12) month period) (or 60 trading days in any 12
month period, in the case of an event described in clause (z) above that arises
from an acquisition or a probable acquisition or financing, recapitalization,
business combination or other similar transaction), Parent may delay the
disclosure of material non-public information concerning Parent (as well as
prospectus or Registration Statement updating) the disclosure of which at the
time is not, in the good faith opinion of Parent, the best interests of Parent
(an "Allowed Delay"); provided, further, that Parent shall promptly (i) notify
the Shareholders in writing of the existence of (but in no event, without the
prior written consent of the Shareholders, shall Parent disclose to such
Shareholder any of the facts or circumstances regarding) material non-public
information giving rise to an Allowed Delay and (ii) advise the Shareholders in
writing to cease all sales under the Registration Statement until the end of the
Allowed Delay. Upon expiration of the Allowed Delay, Parent shall again be bound
by the first sentence of this Section 3(f) with respect to the information
giving rise thereto.
g. Parent shall use its best efforts to prevent the issuance of any stop
order or other suspension of effectiveness of a Registration Statement, and, if
such an order is issued, to obtain the withdrawal of such order at the earliest
possible moment and to notify each Shareholder who holds Registrable Securities
being sold (or, in the event of an underwritten offering, the managing
underwriters) of the issuance of such order and the resolution thereof.
h. Parent shall permit a single firm of counsel designated by the
Shareholders to review the Registration Statement and all amendments and
supplements thereto (as well as all requests for acceleration or effectiveness
thereof) a reasonable period of time prior to their filing with the SEC, and not
file any document in a form to which such counsel reasonably objects and will
not request acceleration of the Registration Statement without prior notice to
such counsel. The sections of the Registration Statement covering information
with respect to the Shareholders, the Shareholders' beneficial ownership of
securities of Parent or the Shareholders' intended method of disposition of
Registrable Securities shall conform to the information provided to Parent by
each of the Shareholders.
i. Parent shall (i) cause all the Registrable Securities covered by the
Registration Statement to be listed on each national securities exchange on
which securities of the same class or series issued by Parent are then listed,
if any, if the listing of such Registrable Securities is then permitted under
the rules of such exchange, or (ii) secure the designation and quotation, of all
the Registrable Securities covered by the Registration Statement on the Nasdaq
or, if not eligible for the Nasdaq on the Nasdaq SmallCap.
4. OBLIGATIONS OF THE SHAREHOLDERS.
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In connection with the registration of the Registrable Securities, the
Shareholders shall have the following obligations:
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a. It shall be a condition precedent to the obligations of Parent to
complete the registration pursuant to this Agreement with respect to the
Registrable Securities that the Shareholders shall furnish to Parent such
information regarding themselves, the Registrable Securities held by them and
the intended method of disposition of the Registrable Securities held by them as
shall be reasonably required to effect the registration of such Registrable
Securities and shall execute such documents in connection with such registration
as Parent may reasonably request. At least three (3) business days prior to the
first anticipated filing date of the Registration Statement, Parent shall notify
the Shareholders of the information Parent requires from the Shareholders.
b. The Shareholders, by their acceptance of the Registrable Securities,
agree to cooperate with Parent as reasonably requested by Parent in connection
with the preparation and filing of the Registration Statement hereunder, unless
the Shareholders have notified Parent in writing of the Shareholders' election
to exclude all of their Registrable Securities from the Registration Statement.
c. In the event the Shareholders determine to engage the services of an
underwriter, the Shareholders agree to enter into and perform the Shareholders'
obligations under an underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification and contribution
obligations, with the managing underwriter of such offering and take such other
actions as are reasonably required in order to expedite or facilitate the
disposition of the Registrable Securities.
d. The Shareholders agree that, upon receipt of any notice from Parent
of the happening of any event of the kind described in Section 3(f) or 3(g), the
Shareholders will immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until the Shareholders' receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(f) or 3(g) and, if so directed by Parent,
the Shareholders shall deliver to Parent (at the expense of Parent) or destroy
(and deliver to Parent a certificate of destruction) all copies in the
Shareholders' possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.
e. The Shareholders may not participate in any underwritten registration
hereunder unless they (i) agree to sell their Registrable Securities on the
basis provided in any underwriting arrangements in usual and customary form
entered into by Parent, (ii) complete and execute all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements, and (iii) agree to
pay all underwriting discounts and commissions and any expenses in excess of
those payable by Parent pursuant to Section 5 below.
5. EXPENSES OF REGISTRATION.
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All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and
qualification fees, printers and accounting fees, the
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fees and disbursements of counsel for Parent, and the reasonable fees and
disbursements of one counsel selected by the Shareholders pursuant to Section
3(h) hereof, up to a maximum of [$20,000], shall be borne by Parent.
6. INDEMNIFICATION.
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In the event any Registrable Securities are included in a Registration
Statement under this Agreement:
a. To the extent permitted by law, Parent will indemnify, hold harmless
and defend (i) each Shareholder who holds such Registrable Securities, (ii) the
directors, officers, partners, employees, agents and each person who controls
any Shareholder within the meaning of the 1933 Act or the Securities Exchange
Act of 1934, as amended (the "1934 Act"), if any, (iii) any underwriter (as
defined in the ▇▇▇▇ ▇▇▇) for the Shareholders, and (iv) the directors, officers,
partners, employees and each person who controls any such underwriter within the
meaning of the 1933 Act or the 1934 Act, if any (each, an "Indemnified Person"),
against any joint or several losses, claims, damages, liabilities or expenses
(collectively, together with actions, proceedings or inquiries by any regulatory
or self-regulatory organization, whether commenced or threatened, in respect
thereof, "Claims") to which any of them may become subject insofar as such
Claims arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of a material fact in a Registration Statement or the omission
or alleged omission to state therein a material fact required to be stated or
necessary to make the statements therein not misleading; (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
Parent files any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading; or (iii) any violation or alleged
violation by Parent of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities (the
matters in the foregoing clauses (i) through (iii) being, collectively,
"Violations"). Subject to the restrictions set forth in Section 6(c) with
respect to the number of legal counsel, Parent shall reimburse the Indemnified
Person, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to Parent by any Indemnified Person or
underwriter for such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus was timely made available by Parent
pursuant to Section 3(c) hereof; (ii) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of Parent, which consent shall not be unreasonably withheld; and (iii)
with respect to any preliminary prospectus, shall not inure to the benefit of
any Indemnified Person if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected on a
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timely basis in the prospectus, as then amended or supplemented, such corrected
prospectus was timely made available by Parent pursuant to Section 3(c) hereof,
and the Indemnified Person was promptly advised in writing not to use the
incorrect prospectus prior to the use giving rise to a Violation and such
Indemnified Person, notwithstanding such advice, used it. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Person.
b. In connection with any Registration Statement in which the
Shareholders are participating, the Shareholders agree to indemnify, hold
harmless and defend, to the same extent and in the same manner set forth in
Section 6(a), Parent, each of its directors, each of its officers who signs the
Registration Statement, each person, if any, who controls Parent within the
meaning of the 1933 Act or the 1934 Act, any underwriter and any other
stockholder selling securities pursuant to the Registration Statement or any of
its directors or officers or any person who controls such stockholder or
underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and
together with an Indemnified Person, an "Indemnified Party"), against any Claim
to which any of them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation by
such Shareholder, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished to Parent by such Shareholder expressly for use in connection with
such Registration Statement; and subject to Section 6(c) such Shareholder will
reimburse any legal or other expenses (promptly as such expenses are incurred
and are due and payable) reasonably incurred by them in connection with
investigating or defending any Claim; provided, however, that the indemnity
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agreement contained in this Section 6(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of such Shareholder, which consent shall not be unreasonably withheld;
provided, further, however, that the Shareholder shall be liable under this
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Agreement (including this Section 6(b)) for only that amount as does not exceed
the net proceeds to such Shareholder as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(b) with
respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as then amended or supplemented.
c. Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action (including any
governmental action), such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of the
commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be; provided,
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however, that an Indemnified Person or Indemnified Party shall have the right to
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retain its own counsel with the fees and expenses to be paid by the indemnifying
party, if, in the reasonable
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opinion of counsel retained by the indemnifying party, the representation by
such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party
represented by such counsel in such proceeding. The indemnifying party shall pay
for only one separate legal counsel for the Indemnified Persons or the
Indemnified Parties, as applicable, and such legal counsel shall be selected by
the Shareholders, if the Shareholders are entitled to indemnification hereunder,
or Parent, if Parent is entitled to indemnification hereunder, as applicable.
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying party is
actually prejudiced in its ability to defend such action. The indemnification
required by this Section 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as such expense,
loss, damage or liability is incurred and is due and payable.
7. AMENDMENT OF REGISTRATION RIGHTS.
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Provisions of this Agreement may be amended and the observance thereof may
be waived only by the mutual written consent of Parent and the Shareholders.
8. MISCELLANEOUS.
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a. Any notices required or permitted to be given under the terms hereof
shall be sent by certified or registered mail (return receipt requested) or
delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile and shall be effective five days after being placed in
the mail, if mailed by regular U.S. mail, or upon receipt, if delivered
personally or by courier (including a recognized overnight delivery service) or
by facsimile, in each case addressed to a party. The addresses for such
communications shall be:
If to Parent:
Ticketmaster Online - CitySearch, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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If to the Shareholders: to the address set forth immediately below each
Shareholder's name on the signature page to the Purchase Agreement. Each party
shall provide notice to the other party of any change of its address.
b. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
c. This Agreement shall be enforced, governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed entirely within such State. In the event that any provision
of this Agreement is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any provision hereof which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof.
d. This Agreement supersedes all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof.
e. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.
f. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
g. 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 agreement. This Agreement, once executed by a party, may be delivered to
the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.
h. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.
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IN WITNESS WHEREOF, Parent and the undersigned Shareholder have caused this
Agreement to be duly executed as of the date first above written.
TICKETMASTER ONLINE - CITYSEARCH, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Legal Officer
SHAREHOLDER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Member
Address: Charter Venture Capital
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF, Parent and the undersigned Shareholder have caused this
Agreement to be duly executed as of the date first above written.
TICKETMASTER ONLINE - CITYSEARCH, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Legal Officer
SHAREHOLDER
GCA Investments 96
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: General Partner
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF, Parent and the undersigned Shareholder have caused this
Agreement to be duly executed as of the date first above written.
TICKETMASTER ONLINE - CITYSEARCH, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Legal Officer
SHAREHOLDER
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:
Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF, Parent and the undersigned Shareholder have caused this
Agreement to be duly executed as of the date first above written.
TICKETMASTER ONLINE - CITYSEARCH, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Legal Officer
SHAREHOLDER
By: /s/ ▇▇▇▇▇▇ ▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇
Title: Director, Business Development
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇. #▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF, Parent and the undersigned Shareholder have caused this
Agreement to be duly executed as of the date first above written.
TICKETMASTER ONLINE - CITYSEARCH, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Legal Officer
SHAREHOLDER
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CTO
Address: ▇▇▇ ▇▇▇▇ ▇▇. #▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF, Parent and the undersigned Shareholder have caused this
Agreement to be duly executed as of the date first above written.
TICKETMASTER ONLINE - CITYSEARCH, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Legal Officer
SHAREHOLDER
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:
Address:
[Signature Page to Registration Rights Agreement]
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