{"id":41378,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/warrant-to-purchase-series-a-common-stock-at-home-corp-and2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-to-purchase-series-a-common-stock-at-home-corp-and2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/warrant-to-purchase-series-a-common-stock-at-home-corp-and2.html","title":{"rendered":"Warrant to Purchase Series A Common Stock – At Home Corp. and Garden State Cablevision L.P."},"content":{"rendered":" Exhibit 4.02\n \n REGISTRATION RIGHTS AGREEMENT\n\n REGISTRATION RIGHTS AGREEMENT (this \"Agreement\"), dated as of June 8,\n2001, by and among At Home Corporation, a Delaware corporation, with\nheadquarters located at 450 Broadway Street, Redwood City, California 94063 (the\n\"Company\"), and the undersigned buyers (each, a \"Buyer\" and collectively, the\n\"Buyers\").\n\n WHEREAS:\n\n A. In connection with the Securities Purchase Agreement by and among\nthe parties hereto of even date herewith (the \"Securities Purchase Agreement\"),\nthe Company has agreed, upon the terms and subject to the conditions of the\nSecurities Purchase Agreement, to issue and sell to the Buyers convertible notes\nof the Company (the \"Notes\"), which will be convertible into shares of the\nCompany's Series A common stock, par value $0.01 per share (the \"Common Stock\")\n(as converted, the \"Conversion Shares\") in accordance with the terms of the\nNotes.\n\n B. To induce the Buyers to execute and deliver the Securities\nPurchase Agreement, the Company has agreed to provide certain registration\nrights under the Securities Act of 1933, as amended, and the rules and\nregulations thereunder, or any similar successor statute (collectively, the\n\"1933 Act\"), and applicable state securities laws.\n\n NOW, THEREFORE, in consideration of the premises and the mutual\ncovenants contained herein and other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the Company and each\nof the Buyers hereby agree as follows:\n\n 1. DEFINITIONS.\n ----------- \n\n As used in this Agreement, the following terms shall have the\nfollowing meanings:\n\n a. \"Investor\" means a Buyer, any transferee or assignee thereof to\nwhom a Buyer assigns its rights under this Agreement and who agrees to become\nbound by the provisions of this Agreement in accordance with Section 9 and any\ntransferee or assignee thereof to whom a transferee or assignee assigns its\nrights under this Agreement and who agrees to become bound by the provisions of\nthis Agreement in accordance with Section 9.\n\n b. \"Person\" means an individual, a limited liability company, a\npartnership, a joint venture, a corporation, a trust, an unincorporated\norganization and a governmental or any department or agency thereof.\n\n c. \"Register,\" \"registered,\" and \"registration\" refer to a\nregistration effected by preparing and filing one or more Registration\nStatements (as defined below) in compliance with the 1933 Act and pursuant to\nRule 415 under the 1933 Act or any successor rule providing for offering\nsecurities on a continuous or delayed basis (\"Rule 415\"), and the declaration or\nordering of effectiveness of such Registration Statement(s) by the United States\nSecurities and Exchange Commission (the \"SEC\").\n\n \n d. \"Registrable Securities\" means the Conversion Shares issued or\nissuable upon conversion of the Notes and any shares of capital stock issued or\nissuable with respect to the Conversion Shares or the Notes as a result of any\nstock split, stock dividend, recapitalization, exchange or similar event or\notherwise, without regard to any limitations on conversions of Notes.\n\n e. \"Registration Statement\" means a registration statement or\nregistration statements of the Company filed under the 1933 Act covering the\nRegistrable Securities.\n\nCapitalized terms used herein and not otherwise defined herein shall have the\nrespective meanings set forth in the Securities Purchase Agreement.\n\n 2. REGISTRATION.\n ------------ \n\n a. Mandatory Registration. The Company shall prepare, and, as soon\n ---------------------- \nas practicable but in no event later than 45 days after the Closing Date (as\ndefined in the Securities Purchase Agreement) (the \"Filing Deadline\"), file with\nthe SEC the Registration Statement on Form S-3 covering the resale of all of the\nRegistrable Securities. In the event that Form S-3 is unavailable for such a\nregistration, the Company shall use such other form as is available for such a\nregistration, subject to the provisions of Section 2(d). The Registration\nStatement prepared pursuant hereto shall register for resale at least that\nnumber of shares of Common Stock equal to the number of Registrable Securities\nas of the trading day immediately preceding the date the Registration Statement\nis initially filed with the SEC, subject to adjustment as provided in Section\n2(e). The Company shall use all reasonable efforts to have the Registration\nStatement declared effective by the SEC within 90 days after the Closing Date\n(the \"Effectiveness Deadline\").\n \n b. Allocation of Registrable Securities. The initial number of\n ------------------------------------\n\nRegistrable Securities included in any Registration Statement and each increase\nin the number of Registrable Securities included therein shall be allocated pro\nrata among the Investors based on the number of Registrable Securities held by\neach Investor at the time the Registration Statement covering such initial\nnumber of Registrable Securities or increase thereof is declared effective by\nthe SEC. In the event that an Investor sells or otherwise transfers any of such\nInvestor's Registrable Securities, each transferee shall be allocated a pro rata\nportion of the then remaining number of Registrable Securities included in such\nRegistration Statement for such transferor. Any shares of Common Stock included\nin a Registration Statement and which remain allocated to any Person which\nceases to hold any Registrable Securities covered by such Registration Statement\nshall be allocated to the remaining Investors, pro rata based on the number of\nRegistrable Securities then held by such Investors which are covered by such\nRegistration Statement.\n\n c. Legal Counsel. Subject to Section 5 hereof, the Buyers holding at\n -------------\nleast two-thirds (2\/3) of the Registrable Securities shall have the right to\nselect one legal counsel to review and oversee any offering pursuant to this\nSection 2 (\"Legal Counsel\"), which shall be Katten Muchin Zavis or such other\ncounsel as thereafter designated by the holders of at least two-thirds (2\/3) of\nthe Registrable Securities. The Company shall reasonably cooperate with Legal\nCounsel in performing the Company's obligations under this Agreement.\n\n 2\n\n \n d. Ineligibility for Form S-3. In the event that Form S-3 is not\n --------------------------\navailable for the registration of the resale of Registrable Securities\nhereunder, the Company shall (i) register the resale of the Registrable\nSecurities on another appropriate form and (ii) undertake to register the\nRegistrable Securities on Form S-3 as soon as such form is available, provided\nthat the Company shall maintain the effectiveness of the Registration Statement\nthen in effect until such time as a Registration Statement on Form S-3 covering\nthe Registrable Securities has been declared effective by the SEC.\n\n e. Sufficient Number of Shares Registered. In the event the number\n -------------------------------------- \nof shares available under a Registration Statement filed pursuant to Section\n2(a) is insufficient to cover all of the Registrable Securities required to be\ncovered by such Registration Statement or an Investor's allocated portion of the\nRegistrable Securities pursuant to Section 2(b), the Company shall amend the\nRegistration Statement, or file a new Registration Statement (on the short form\navailable therefor, if applicable), or both, so as to cover at least 100% of the\nnumber of such Registrable Securities as of the trading day immediately\npreceding the date of the filing of such amendment or new Registration\nStatement, in each case, as soon as practicable, but in any event not later than\nfifteen (15) days after the necessity therefor arises. The Company shall use all\nreasonable efforts to cause such amendment and\/or new Registration Statement to\nbecome effective as soon as practicable following the filing thereof. For\npurposes of the foregoing provision, the number of shares available under a\nRegistration Statement shall be deemed \"insufficient to cover all of the\nRegistrable Securities\" if at any time the number of Registrable Securities\nissued or issuable upon conversion of the Notes covered by such Registration\nStatement is greater than the number of shares of Common Stock available for\nresale under such Registration Statement. The calculation set forth in the\nforegoing sentence shall be made without regard to any limitations on the\nconversion of the Notes and such calculation shall assume that the Notes are\nthen convertible into shares of Common Stock at the then prevailing Conversion\nRate (as defined in the Notes).\n\n f. Effect of Failure to file and Obtain and Maintain Effectiveness\n ---------------------------------------------------------------\nof Registration Statement. If (i) a Registration Statement covering all the\n------------------------- \nRegistrable Securities and required to be filed by the Company pursuant to this\nAgreement is not (A) filed with the SEC on or before the Filing Deadline or (B)\ndeclared effective by the SEC on or before the Effectiveness Deadline or (ii) on\nany day after the Registration Statement has been declared effective by the SEC\nsales of all the Registrable Securities required to be included on such\nRegistration Statement cannot be made (other than during an Allowable Grace\nPeriod (as defined in Section 3(r)) pursuant to the Registration Statement\n(including, without limitation, because of a failure to keep the Registration\nStatement effective, to disclose such information as is necessary for sales to\nbe made pursuant to the Registration Statement or to register sufficient shares\nof Common Stock), then, as partial relief for the damages to any holder by\nreason of any such delay in or reduction of its ability to sell the underlying\nshares of Common Stock (which remedy shall not be exclusive of any other\nremedies available at law or in equity), the Company shall pay to each holder of\nNotes an amount in cash equal to the product of (A) the Conversion Amount (as\ndefined in the Notes) of the Notes held by such holder multiplied by (B) the sum\nof (i) the product of (I) 0.00033 multiplied by (II) the sum of (x) the number\nof days after the Filing Deadline but prior to and including the date which is\n120 days after the Closing Date that such Registration Statement is not filed\nwith the SEC, plus (y) the number of days after the date which is 120 days after\nthe Closing Date but prior to and including the date which is 180 days after the\n\n 3\n\n \nClosing Date that the Registration Statement is not declared effective by the\nSEC, plus (z) the number of days after the Registration Statement has been\ndeclared effective by the SEC that such Registration Statement is not available\n(other than during an Allowable Grace Period) for the sale of at least all the\nRegistrable Securities required to be included on such Registration Statement\npursuant to section 2(e), plus (ii) the product of (I) 0.0005 multiplied by (II)\nthe number of days after the date which is 180 days after the Closing Date that\nsuch Registration Statement is not declared effective by the SEC. The payments\nto which a holder shall be entitled pursuant to this Section 2(f) are referred\nto herein as \"Registration Delay Payments.\" Registration Delay Payments shall be\npaid on the earlier of (I) the last day of the calendar month during which such\nRegistration Delay Payments are incurred and (II) the third business day after\nthe event or failure giving rise to the Registration Delayed Payments is cured.\nIn the event the Company fails to make Registration Delay Payments in a timely\nmanner, such Registration Delay Payments shall bear interest at the rate of 1.5%\nper month (prorated for partial months) until paid in full.\n\n 3. RELATED OBLIGATIONS.\n ------------------- \n\n At such time as the Company is obligated to file a Registration\nStatement with the SEC pursuant to Section 2(a) or 2(e), the Company will use\nits best efforts to effect the registration of the Registrable Securities in\naccordance with the intended method of disposition thereof and, pursuant\nthereto, the Company shall have the following obligations:\n\n a. The Company shall promptly prepare and file with the SEC a\nRegistration Statement with respect to the Registrable Securities (but in no\nevent later than the Filing Deadline) and use all reasonable efforts to cause\nsuch Registration Statement relating to the Registrable Securities to become\neffective as soon as practicable after such filing (but in no event later than\nthe Effectiveness Deadline). The Company shall keep each Registration Statement\neffective pursuant to Rule 415 at all times until the earlier of (i) the date as\nof which the Investors may sell all of the Registrable Securities covered by\nsuch Registration Statement without restriction pursuant to Rule 144(k) (or\nsuccessor thereto) promulgated under the 1933 Act or (ii) the date on which the\nInvestors shall have sold all the Registrable Securities covered by such\nRegistration Statement (the \"Registration Period\"), which Registration Statement\n(including any amendments or supplements thereto and prospectuses contained\ntherein) shall not contain any untrue statement of a material fact or omit to\nstate a material fact required to be stated therein, or necessary to make the\nstatements therein, in light of the circumstances in which they were made, not\nmisleading. The term \"all reasonable efforts\" shall mean, among other things,\nthat the Company shall submit to the SEC, within two (2) business days after the\nCompany learns that no review of a particular Registration Statement will be\nmade by the staff of the SEC or that the staff has no further comments on the\nRegistration Statement, as the case may be, a request for acceleration of\neffectiveness of such Registration Statement to a time and date not later than\n48 hours after the submission of such request.\n\n b. Subject to Section 3(r), the Company shall prepare and file with\nthe SEC such amendments (including post-effective amendments) and supplements to\na Registration Statement and the prospectus used in connection with such\nRegistration Statement, which prospectus is to be filed pursuant to Rule 424\npromulgated under the 1933 Act, as may be necessary to keep such Registration\nStatement effective at all times during the Registration Period, and, during\nsuch period, comply with the provisions of the 1933 Act with respect to the\n\n 4\n\n \ndisposition of all Registrable Securities of the Company covered by such\nRegistration Statement until such time as all of such Registrable Securities\nshall have been disposed of in accordance with the intended methods of\ndisposition by the seller or sellers thereof as set forth in such Registration\nStatement. In the case of amendments and supplements to a Registration Statement\nwhich are required to be filed pursuant to this Agreement (including pursuant to\nthis Section 3(b)) by reason of the Company filing a report on Form 10-K, Form\n10-Q or Form 8-K or any analogous report under the Securities Exchange Act of\n1934, as amended (the \"1934 Act\"), the Company shall have incorporated such\nreport by reference into the Registration Statement, if applicable, or shall\nfile such amendments or supplements with the SEC on the same day on which the\n1934 Act report is filed which created the requirement for the Company to amend\nor supplement the Registration Statement.\n\n c. The Company shall permit Legal Counsel to review and comment upon\n(i) the Registration Statement at least five (5) days prior to its filing with\nthe SEC and (ii) all other Registration Statements and all amendments and\nsupplements to all Registration Statements (except for Annual Reports on Form \n10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any\nsimilar or successor reports) within a reasonable number of days prior to their\nfiling with the SEC. The Company shall furnish to Legal Counsel, without charge,\n(i) any correspondence from the SEC or the staff of the SEC to the Company or\nits representatives relating to any Registration Statement, (ii) promptly after\nthe same is prepared and filed with the SEC, one copy of any Registration\nStatement and any amendment(s) thereto, including financial statements and\nschedules, all documents incorporated therein by reference and all exhibits and\n(iii) upon the effectiveness of any Registration Statement, one copy of the\nprospectus included in such Registration Statement and all amendments and\nsupplements thereto. The Company shall reasonably cooperate with Legal Counsel\nin performing the Company's obligations pursuant to this Section 3.\n\n d. The Company shall furnish to each Investor whose Registrable\nSecurities are included in any Registration Statement, without charge, (i)\npromptly after the same is prepared and filed with the SEC, at least one copy of\nsuch Registration Statement and any amendment(s) thereto, including financial\nstatements and schedules, all documents incorporated therein by reference, all\nexhibits and each preliminary prospectus, (ii) upon the effectiveness of any\nRegistration Statement, one (1) copy of the prospectus included in such\nRegistration Statement and all amendments and supplements thereto (or such other\nnumber of copies as such Investor may reasonably request) and (iii) such other\ndocuments, including copies of any preliminary or final prospectus, as such\nInvestor may reasonably request from time to time in order to facilitate the\ndisposition of the Registrable Securities owned by such Investor.\n\n e. Subject to Section 3(r), the Company shall use all reasonable\nefforts to (i) register and qualify, unless an exemption from registration and\nqualification applies, the resale by Investors of the Registrable Securities\ncovered by a Registration Statement under such other securities or \"blue sky\"\nlaws of all the jurisdictions in the United States, (ii) prepare and file in\nthose jurisdictions, such amendments (including post-effective amendments) and\nsupplements to such registrations and qualifications as may be necessary to\nmaintain the effectiveness thereof during the Registration Period, (iii) take\nsuch other actions as may be necessary to maintain such registrations and\nqualifications in effect at all times during the Registration Period, and (iv)\ntake all other actions reasonably necessary or advisable to qualify the\nRegistrable Securities for sale\n\n 5\n\n \nin such jurisdictions; provided, however, that the Company shall not be required\nin connection therewith or as a condition thereto to (w) register or otherwise\nqualify as a broker or dealer in any state, (x) qualify to do business in any\njurisdiction where it would not otherwise be required to qualify but for this\nSection 3(e), (y) subject itself to general taxation in any such jurisdiction,\nor (z) file a general consent to service of process in any such jurisdiction.\nThe Company shall promptly notify Legal Counsel and each Investor who holds\nRegistrable Securities of the receipt by the Company of any notification with\nrespect to the suspension of the registration or qualification of any of the\nRegistrable Securities for sale under the securities or \"blue sky\" laws of any\njurisdiction in the United States or its receipt of actual notice of the\ninitiation or threatening of any proceeding for such purpose.\n\n f. The Company shall notify Legal Counsel and each Investor in\nwriting of the happening of any event, as promptly as practicable after becoming\naware of such event, as a result of which the prospectus included in a\nRegistration Statement, as then in effect, includes an untrue statement of a\nmaterial fact or omission to state a material fact required to be stated therein\nor necessary to make the statements therein, in light of the circumstances under\nwhich they were made, not misleading (provided that in no event shall such\nnotice contain any material, nonpublic information), and, subject to Section\n3(r), promptly prepare a supplement or amendment to such Registration Statement\nto correct such untrue statement or omission, and deliver one (1) copy of such\nsupplement or amendment to Legal Counsel and each Investor (or such other number\nof copies as Legal Counsel or such Investor may reasonably request). The Company\nshall also promptly notify Legal Counsel and each Investor in writing (i) when a\nprospectus or any prospectus supplement or post-effective amendment has been\nfiled, and when a Registration Statement or any post-effective amendment has\nbecome effective (notification of such effectiveness shall be delivered to Legal\nCounsel and each Investor by facsimile on the same day of such effectiveness and\nby overnight mail), (ii) of any request by the SEC for amendments or supplements\nto a Registration Statement or related prospectus or related information, and\n(iii) of the Company's reasonable determination that a post-effective amendment\nto a Registration Statement would be appropriate.\n\n g. Subject to Section 3(r), the Company shall use all reasonable\nefforts to prevent the issuance of any stop order or other suspension of\neffectiveness of a Registration Statement, or the suspension of the\nqualification of any of the Registrable Securities for sale in any jurisdiction\nand, if such an order or suspension is issued, to obtain the withdrawal of such\norder or suspension at the earliest possible moment and to notify Legal Counsel\nand each Investor who holds Registrable Securities being sold of the issuance of\nsuch order and the resolution thereof or its receipt of actual notice of the\ninitiation or threat of any proceeding for such purpose.\n\n h. At the reasonable request of any Investor, the Company shall\nfurnish to such Investor, at such Investor's expense, on the date of the\neffectiveness of the Registration Statement and thereafter from time to time on\nsuch dates as an Investor may reasonably request (i) a letter, dated such date,\nfrom the Company's independent certified public accountants in form and\nsubstance as is customarily given by independent certified public accountants to\nunderwriters in an underwritten public offering, addressed to the Investors, and\n(ii) an opinion, dated as of such date, of counsel representing the Company for\npurposes of such Registration\n\n 6\n\n \nStatement, in form, scope and substance as is customarily given in an\nunderwritten public offering, addressed to the Investors.\n\n i. The Company shall make available for inspection by (i) any\nInvestor, (ii) Legal Counsel and (iii) one firm of accountants or other agents\nretained by the Investors (collectively, the \"Inspectors\"), all pertinent\nfinancial and other records, and pertinent corporate documents and properties of\nthe Company (collectively, the \"Records\"), as shall be reasonably deemed\nnecessary by each Inspector, and cause the Company's officers, directors and\nemployees to supply all information which any Inspector may reasonably request;\nprovided, however, that each Inspector and Investor exercising its rights under\nthis Section 3(i) shall agree to hold in strict confidence and shall not make\nany disclosure (except to an Investor who is subject to the non-disclosure and\nother obligations set forth in this paragraph) or use of any Record or of any\nother information which the Company determines in good faith to be confidential,\nand of which determination the Inspectors are so notified, unless (a) the\nrelease of such Records is ordered pursuant to a final, non-appealable subpoena\nor order from a court or government body of competent jurisdiction, or (b) the\ninformation in such Records has been made generally available to the public\nother than by disclosure in violation of this or any other agreement of which\nthe Inspector has knowledge. Each Investor agrees that it shall, upon learning\nthat disclosure of such Records is sought in or by a court or governmental body\nof competent jurisdiction or through other means, give prompt notice to the\nCompany and allow the Company, at its expense, to undertake appropriate action\nto prevent disclosure of, or to obtain a protective order for, the Records\ndeemed confidential. Each Investor which exercises rights under this Section\n3(i) shall be obligated to execute a non-disclosure agreement containing such\nreasonable terms as the Company may request and covering the specific\ninformation disclosed.\n\n j. The Company shall hold in confidence and not make any disclosure\nof confidential information concerning an Investor provided to the Company\nunless (i) the disclosure of such information is necessary to avoid or correct a\nmisstatement or omission in any Registration Statement, (ii) the release of such\ninformation is ordered pursuant to a subpoena or other final, non-appealable\norder from a court or governmental body of competent jurisdiction, or (iii) such\ninformation has been made generally available to the public other than by\ndisclosure in violation of this Agreement or any other agreement. The Company\nagrees that it shall, upon learning that disclosure of such information\nconcerning an Investor is sought in or by a court or governmental body of\ncompetent jurisdiction or through other means, give prompt written notice to\nsuch Investor and allow such Investor, at the Investor's expense, to undertake\nappropriate action to prevent disclosure of, or to obtain a protective order\nfor, such information.\n\n k. The Company shall use all reasonable efforts either to (i) cause\nall the Registrable Securities covered by a Registration Statement to be listed\non each securities exchange on which securities of the same class or series\nissued by the Company are then listed, if any, if the listing of such\nRegistrable Securities is then permitted under the rules of such exchange, or\n(ii) secure designation and quotation of all the Registrable Securities covered\nby the Registration Statement on the Nasdaq National Market, or (iii) if,\ndespite the Company's using all reasonable efforts to satisfy the preceding\nclause (i) or (ii), the Company is unsuccessful in satisfying the preceding\nclause (i) or (ii), to secure the inclusion for quotation on The Nasdaq SmallCap\nMarket for such Registrable Securities and, without limiting the generality of\nthe foregoing, to arrange for at least two market makers to register with the\nNational Association of\n\n 7\n\n \nSecurities Dealers, Inc. (\"NASD\") as such with respect to such Registrable\nSecurities. The Company shall pay all fees and expenses in connection with\nsatisfying its obligation under this Section 3(k).\n\n l. The Company shall cooperate with the Investors who hold\nRegistrable Securities being offered and, to the extent applicable, facilitate\nthe timely preparation and delivery of certificates (not bearing any restrictive\nlegend) representing the Registrable Securities to be offered pursuant to a\nRegistration Statement and enable such certificates to be in such denominations\nor amounts, as the case may be, as the Investors may reasonably request and\nregistered in such names as the Investors may request.\n\n m. If requested by an Investor, the Company shall (i) as soon as\npracticable incorporate in a prospectus supplement or post-effective amendment\nsuch information as an Investor requests to be included therein relating to the\nsale and distribution of Registrable Securities, including, without limitation,\ninformation with respect to the number of Registrable Securities being offered\nor sold, the purchase price being paid therefor and any other terms of the\noffering of the Registrable Securities to be sold in such offering; (ii) as soon\nas practicable make all required filings of such prospectus supplement or post-\neffective amendment after being notified of the matters to be incorporated in\nsuch prospectus supplement or post-effective amendment; and (iii) as soon as\npracticable, supplement or make amendments to any Registration Statement if\nreasonably requested by an Investor of such Registrable Securities.\n\n n. The Company shall use its best efforts to cause the Registrable\nSecurities covered by the Registration Statement to be registered with or\napproved by such other governmental agencies or authorities in the United States\nas may be necessary to consummate the disposition of such Registrable Securities\nin the United States.\n\n o. The Company shall make generally available to its security\nholders as soon as practical, but not later than 90 days after the close of the\nperiod covered thereby, an earnings statement (in form complying with the\nprovisions of Rule 158 under the 1933 Act) covering a twelve-month period\nbeginning not later than the first day of the Company's fiscal quarter next\nfollowing the effective date of the Registration Statement.\n\n p. The Company shall otherwise use its best efforts to comply with\nall applicable rules and regulations of the SEC in connection with any\nregistration hereunder.\n\n q. Within two (2) business days after a Registration Statement which\ncovers Registrable Securities is ordered effective by the SEC, the Company shall\ndeliver, and shall cause legal counsel for the Company to deliver, to the\ntransfer agent for such Registrable Securities (with copies to the Investors\nwhose Registrable Securities are included in such Registration Statement)\nconfirmation that such Registration Statement has been declared effective by the\nSEC in the form attached hereto as Exhibit A.\n --------- \n\n r. Notwithstanding anything to the contrary herein, at any time\nafter the Registration Statement has been declared effective by the SEC, the\nCompany may delay the disclosure of material non-public information concerning\nthe Company the disclosure of which at the time is not, in the good faith\nopinion of the Chairperson and Chief Executive Officer of the \n\n 8\n\n \nCompany after consultation with its counsel, in the best interest of the Company\nand, in the opinion of counsel to the Company, otherwise required (a \"Grace\nPeriod\"); provided, that the Company shall promptly (i) notify the Investors in\nwriting of the existence of material non-public information giving rise to a\nGrace Period (provided that in each notice the Company will not disclose the\ncontent of such material non-public information to the Investors) and the date\non which the Grace Period will begin, and (ii) notify the Investors in writing\nof the date on which the Grace Period ends; and, provided further, that no Grace\nPeriod shall exceed 25 consecutive days and during any 365 day period such Grace\nPeriods shall not exceed an aggregate of 50 days and the first day of any Grace\nPeriod must be at least two trading days after the last day of any prior Grace\nPeriod (an \"Allowable Grace Period\"); provided, however, that such 25 and 50 day\nperiods shall be extended to 45 and 90 days, respectively, in the event that\nsuch Grace Period is pursuant to an acquisition by the Company which is required\nto be reported under Item 2 of Form 8-K and for which pro forma financial\ninformation is required to be reported pursuant to Regulation S-X promulgated\nunder the 1933 Act. For purposes of determining the length of a Grace Period\nabove, the Grace Period shall begin on and include the date the holders receive\nthe notice referred to in clause (i) and shall end on and include the later of\nthe date the holders receive the notice referred to in clause (ii) and the date\nreferred to in such notice. The provisions of Section 3(g) hereof shall not be\napplicable during the period of any Allowable Grace Period. Upon expiration of\nthe Grace Period, the Company shall again be bound by the first sentence of\nSection 3(f) with respect to the information giving rise thereto unless such\nmaterial non-public information is no longer applicable.\n\n 4. OBLIGATIONS OF THE INVESTORS.\n ---------------------------- \n\n a. At least seven (7) business days prior to the first anticipated\nfiling date of a Registration Statement, the Company shall notify each Investor\nin writing of the information the Company requires from each such Investor if\nsuch Investor elects to have any of such Investor's Registrable Securities\nincluded in such Registration Statement. It shall be a condition precedent to\nthe obligations of the Company to complete the registration pursuant to this\nAgreement with respect to the Registrable Securities of a particular Investor\nthat such Investor shall furnish to the Company such information regarding\nitself, the Registrable Securities held by it and the intended method of\ndisposition of the Registrable Securities held by it as shall be reasonably\nrequired to effect the registration of such Registrable Securities and shall\nexecute such documents in connection with such registration as the Company may\nreasonably request.\n\n b. Each Investor, by such Investor's acceptance of the Registrable\nSecurities, agrees to cooperate with the Company as reasonably requested by the\nCompany in connection with the preparation and filing of any Registration\nStatement hereunder, unless such Investor has notified the Company in writing of\nsuch Investor's election to exclude all of such Investor's Registrable\nSecurities from such Registration Statement.\n\n c. Each Investor agrees that, upon receipt of any notice from the\nCompany of a Grace Period under Section 3(r) or of the happening of any event of\nthe kind described in Section 3(g) or the first sentence of 3(f), such Investor\nwill immediately discontinue disposition of Registrable Securities pursuant to\nany Registration Statement(s) covering such Registrable Securities until such\nInvestor's receipt of the copies of the supplemented or amended prospectus\ncontemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice\nthat no supplement\n\n 9\n\n \nor amendment is required. Notwithstanding anything to the contrary, the Company\nshall cause its transfer agent to deliver unlegended shares of Common Stock to a\ntransferee of an Investor in accordance with the terms of the Securities\nPurchase Agreement in connection with any sale of Registrable Securities with\nrespect to which an Investor has entered into a contract for sale prior to the\nInvestor's receipt of a notice from the Company of the happening of any event of\nthe kind described in Section 3(g) or the first sentence of 3(f) and for which\nthe Investor has not yet settled.\n\n 5. EXPENSES OF REGISTRATION.\n ------------------------ \n\n All reasonable expenses, other than underwriting discounts and\ncommissions, incurred in connection with registrations, filings or\nqualifications pursuant to Sections 2 and 3, including, without limitation, all\nregistration, listing and qualifications fees, printers and accounting fees, and\nfees and disbursements of counsel for the Company shall be paid by the Company.\n\n 6. INDEMNIFICATION.\n --------------- \n\n In the event any Registrable Securities are included in a Registration\nStatement under this Agreement:\n\n a. To the fullest extent permitted by law, the Company will, and\nhereby does, indemnify, hold harmless and defend each Investor, the directors,\nofficers, partners, employees, agents, representatives of, and each Person, if\nany, who controls any Investor within the meaning of the 1933 Act or the 1934\nAct (each, an \"Indemnified Person\"), against any losses, claims, damages,\nliabilities, judgments, fines, penalties, charges, costs, reasonable attorneys'\nfees, amounts paid in settlement or expenses, joint or several, (collectively,\n\"Claims\") incurred in investigating, preparing or defending any action, claim,\nsuit, inquiry, proceeding, investigation or appeal taken from the foregoing by\nor before any court or governmental, administrative or other regulatory agency,\nbody or the SEC, whether pending or threatened, whether or not an indemnified\nparty is or may be a party thereto (\"Indemnified Damages\"), to which any of them\nmay become subject insofar as such Claims (or actions or proceedings, whether\ncommenced or threatened, in respect thereof) arise out of or are based upon: (i)\nany untrue statement or alleged untrue statement of a material fact in a\nRegistration Statement or any post-effective amendment thereto or in any filing\nmade in connection with the qualification of the offering under the securities\nor other \"blue sky\" laws of any jurisdiction in which Registrable Securities are\noffered (\"Blue Sky Filing\"), or the omission or alleged omission to state a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading, (ii) any untrue statement or alleged untrue statement of\na material fact contained in any preliminary prospectus if used prior to the\neffective date of such Registration Statement, or contained in the final\nprospectus (as amended or supplemented, if the Company files any amendment\nthereof or supplement thereto with the SEC) or the omission or alleged omission\nto state therein any material fact necessary to make the statements made\ntherein, in light of the circumstances under which the statements therein were\nmade, not misleading, (iii) any violation or alleged violation by the Company of\nthe 1933 Act, the 1934 Act, any other law, including, without limitation, any\nstate securities law, or any rule or regulation thereunder relating to the offer\nor sale of the Registrable Securities pursuant to a Registration Statement or\n(iv) any material violation of this\n\n 10\n\n \nAgreement by the Company (the matters in the foregoing clauses (i) through (iv)\nbeing, collectively, \"Violations\"). Subject to Section 6(c), the Company shall\nreimburse the Indemnified Persons, promptly as such expenses are incurred and\nare due and payable, for any legal fees or other reasonable expenses incurred by\nthem in connection with investigating or defending any such Claim.\nNotwithstanding anything to the contrary contained herein, the indemnification\nagreement contained in this Section 6(a): (i) shall not apply to a Claim by an\nIndemnified Person arising out of or based upon a Violation which occurs in\nreliance upon and in conformity with information furnished in writing to the\nCompany by such Indemnified Person for such Indemnified Person expressly for use\nin connection with the preparation of the Registration Statement or any such\namendment thereof or supplement thereto, if such prospectus was timely made\navailable by the Company pursuant to Section 3(d); (ii) with respect to any\npreliminary prospectus, shall not inure to the benefit of any such person from\nwhom the person asserting any such Claim purchased the Registrable Securities\nthat are the subject thereof (or to the benefit of any person controlling such\nperson) if the untrue statement or omission of material fact contained in the\npreliminary prospectus was corrected in the prospectus, as then amended or\nsupplemented, if such prospectus was timely made available by the Company\npursuant to Section 3(d), and the Indemnified Person was promptly advised in\nwriting not to use the incorrect prospectus prior to the use giving rise to a\nviolation and such Indemnified Person, notwithstanding such advice, used it or\nfailed to deliver the correct prospectus as required by the 1933 Act and such\ncorrect prospectus was timely made available pursuant to Section 3(d); (iii)\nshall not be available to the extent such Claim is based on a failure of the\nInvestor to deliver or to cause to be delivered the prospectus made available by\nthe Company, including a corrected prospectus, if such prospectus or corrected\nprospectus was timely made available by the Company pursuant to Section 3(d);\nand (iv) shall not apply to amounts paid in settlement of any Claim if such\nsettlement is effected without the prior written consent of the Company, which\nconsent shall not be unreasonably withheld. Such indemnity shall remain in full\nforce and effect regardless of any investigation made by or on behalf of the\nIndemnified Person and shall survive the transfer of the Registrable Securities\nby the Investors pursuant to Section 9.\n\n b. In connection with any Registration Statement in which an\nInvestor is participating, each such Investor agrees to severally and not\njointly indemnify, hold harmless and defend, to the same extent and in the same\nmanner as is set forth in Section 6(a), the Company, each of its directors, each\nof its officers who signs the Registration Statement each Person, if any, who\ncontrols the Company within the meaning of the 1933 Act or the 1934 Act (each an\n\"Indemnified Party\"), against any Claim or Indemnified Damages to which any of\nthem may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar\nas such Claim or Indemnified Damages arise out of or are based upon any\nViolation, in each case to the extent, and only to the extent, that such\nViolation occurs in reliance upon and in conformity with written information\nfurnished to the Company by such Investor expressly for use in connection with\nsuch Registration Statement; and, subject to Section 6(c), such Investor will\nreimburse any legal or other expenses reasonably incurred by an Indemnified\nParty in connection with investigating or defending any such Claim; provided,\nhowever, that the indemnity agreement contained in this Section 6(b) and the\nagreement with respect to contribution contained in Section 7 shall not apply to\namounts paid in settlement of any Claim if such settlement is effected without\nthe prior written consent of such Investor, which consent shall not be\nunreasonably withheld; provided, further, however, that the Investor shall be\nliable under this Section 6(b) for only that amount of a Claim or Indemnified\nDamages as does not exceed the net proceeds to such Investor as a result of the\nsale of Registrable Securities pursuant to such Registration Statement. Such\nindemnity\n\n 11\n\n \nshall remain in full force and effect regardless of any investigation made by or\non behalf of such Indemnified Party and shall survive the transfer of the\nRegistrable Securities by the Investors pursuant to Section 9. Notwithstanding\nanything to the contrary contained herein, the indemnification agreement\ncontained in this Section 6(b) with respect to any preliminary prospectus shall\nnot inure to the benefit of any Indemnified Party if the untrue statement or\nomission of material fact contained in the preliminary prospectus was corrected\non a timely basis in the prospectus, as then amended or supplemented.\n\n c. Promptly after receipt by an Indemnified Person or Indemnified\nParty under this Section 6 of notice of the commencement of any action or\nproceeding (including any governmental action or proceeding) involving a Claim,\nsuch Indemnified Person or Indemnified Party shall, if a Claim in respect\nthereof is to be made against any indemnifying party under this Section 6,\ndeliver to the indemnifying party a written notice of the commencement thereof,\nand the indemnifying party shall have the right to participate at its own\nexpense in, and, to the extent the indemnifying party so desires, jointly with\nany other indemnifying party similarly noticed, to assume control of the defense\nthereof with counsel mutually satisfactory to the indemnifying party and the\nIndemnified Person or the Indemnified Party, as the case may be; provided,\nhowever, that an Indemnified Person or Indemnified Party shall have the right to\nretain its own counsel with the fees and expenses of not more than one counsel\nfor all such Indemnified Persons or Indemnified Parties to be paid by the\nindemnifying party, if, in the reasonable opinion of counsel retained by the\nindemnifying party, the representation by such counsel of the Indemnified Person\nor Indemnified Party and the indemnifying party would be inappropriate due to\nactual or potential differing interests between such Indemnified Person or\nIndemnified Party and any other party represented by such counsel in such\nproceeding. In the case of an Indemnified Person, legal counsel referred to in\nthe immediately preceding sentence shall be selected by the Investors holding at\nleast two-thirds (2\/3) in interest of the Registrable Securities included in the\nRegistration Statement to which the Claim relates. The Indemnified Party or\nIndemnified Person shall cooperate fully with the indemnifying party in\nconnection with any negotiation or defense of any such action or Claim by the\nindemnifying party and shall furnish to the indemnifying party all information\nreasonably available to the Indemnified Party or Indemnified Person which\nrelates to such action or Claim. The indemnifying party shall keep the\nIndemnified Party or Indemnified Person fully apprized at all times as to the\nstatus of the defense or any settlement negotiations with respect thereto. No\nindemnifying party shall be liable for any settlement of any action, claim or\nproceeding effected without its prior written consent, provided, however, that\nthe indemnifying party shall not unreasonably withhold, delay or condition its\nconsent. No indemnifying party shall, without the prior written consent of the\nIndemnified Party or Indemnified Person, consent to entry of any judgment or\nenter into any settlement or other compromise which does not include as an\nunconditional term thereof the giving by the claimant or plaintiff to such\nIndemnified Party or Indemnified Person of a release from all liability in\nrespect to such Claim or litigation. Following indemnification as provided for\nhereunder, the indemnifying party shall be subrogated to all rights of the\nIndemnified Party or Indemnified Person with respect to all third parties, firms\nor corporations relating to the matter for which indemnification has been made.\nThe failure to deliver written notice to the indemnifying party within a\nreasonable time of the commencement of any such action shall not relieve such\nindemnifying party of any liability to the Indemnified Person or Indemnified\nParty under this Section 6, except to the extent that the indemnifying party is\nprejudiced in its ability to defend such action.\n\n \n\n 12\n\n \n d. The indemnification of costs, expenses and reasonable attorneys'\nfees required by this Section 6 shall be made by periodic payments of the amount\nthereof during the course of the investigation or defense, as and when bills are\nreceived or such costs, expenses or fees are incurred.\n\n e. The indemnity agreements contained herein shall be in addition to\n(i) any cause of action or similar right of the Indemnified Party or Indemnified\nPerson against the indemnifying party or others, and (ii) any liabilities the\nindemnifying party may be subject to pursuant to the law.\n\n 7. CONTRIBUTION.\n ------------ \n\n To the extent any indemnification by an indemnifying party is prohibited or\nlimited by law, the indemnifying party agrees to make the maximum contribution\nwith respect to any amounts for which it would otherwise be liable under Section\n6 to the fullest extent permitted by law; provided, however, that: (i) no person\ninvolved in the sale of Registrable Securities which person is guilty of\nfraudulent misrepresentation (within the meaning of Section 11(f) of the 1933\nAct) in connection with such sale shall be entitled to contribution from any\nperson involved in such sale of Registrable Securities who was not guilty of\nfraudulent misrepresentation; and (ii) contribution by any seller of Registrable\nSecurities shall be limited in amount to the net amount of proceeds received by\nsuch seller from the sale of such Registrable Securities pursuant to such\nRegistration Statement.\n\n 8. REPORTS UNDER THE 1934 ACT.\n -------------------------- \n\n With a view to making available to the Investors the benefits of Rule 144\npromulgated under the 1933 Act or any other similar rule or regulation of the\nSEC that may at any time permit the Investors to sell securities of the Company\nto the public without registration (\"Rule 144\"), the Company agrees to:\n\n a. make and keep public information available, as those terms are\nunderstood and defined in Rule 144;\n\n b. file with the SEC in a timely manner all reports and other\ndocuments required of the Company under the 1933 Act and the 1934 Act so long as\nthe Company remains subject to such requirements (it being understood that\nnothing herein shall limit the Company's obligations under Section 4(c) of the\nSecurities Purchase Agreement) and the filing of such reports and other\ndocuments is required for the applicable provisions of Rule 144; and\n\n c. furnish to each Investor so long as such Investor owns\nRegistrable Securities, promptly upon request, (i) a written statement by the\nCompany, if true, that it has complied with the reporting requirements of Rule\n144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or\nquarterly report of the Company and such other reports and documents so filed by\nthe Company, and (iii) such other information as may be reasonably requested to\npermit the investors to sell such securities pursuant to Rule 144 without\nregistration.\n\n 13\n\n \n 9. ASSIGNMENT OF REGISTRATION RIGHTS.\n --------------------------------- \n\n The rights under this Agreement shall be automatically assignable by the\nInvestors to any transferee of all or any portion of the Registrable Securities\nif: (i) the Investor agrees in writing with the transferee or assignee to assign\nsuch rights, and a copy of such agreement is furnished to the Company within ten\n(10) days after such assignment; (ii) the Company is, within ten (10) days after\nsuch transfer or assignment, furnished with written notice of (a) the name and\naddress of such transferee or assignee, and (b) the securities with respect to\nwhich such registration rights are being transferred or assigned; (iii)\nimmediately following such transfer or assignment the further disposition of\nsuch securities by the transferee or assignee is restricted under the 1933 Act\nand applicable state securities laws; (iv) at or before the time the Company\nreceives the written notice contemplated by clause (ii) of this sentence the\ntransferee or assignee agrees in writing with the Company to be bound by all of\nthe provisions contained herein; and (v) such transfer shall have been made in\naccordance with the applicable requirements of the Securities Purchase\nAgreement.\n\n 10. AMENDMENT OF REGISTRATION RIGHTS.\n -------------------------------- \n\n Provisions of this Agreement may be amended and the observance thereof may\nbe waived (either generally or in a particular instance and either retroactively\nor prospectively), only with the written consent of the Company and Investors\nwho then hold at least two-thirds (2\/3) of the Registrable Securities. Any\namendment or waiver effected in accordance with this Section 10 shall be binding\nupon each Investor and the Company. No such amendment shall be effective to the\nextent that it applies to less than all of the holders of the Registrable\nSecurities. No consideration shall be offered or paid to any Person to amend or\nconsent to a waiver or modification of any provision of any of this Agreement\nunless the same consideration also is offered to all of the parties to this\nAgreement.\n\n 11. MISCELLANEOUS.\n ------------- \n\n a. A Person is deemed to be a holder of Registrable Securities\nwhenever such Person owns or is deemed to own of record such Registrable\nSecurities. If the Company receives conflicting instructions, notices or\nelections from two or more Persons with respect to the same Registrable\nSecurities, the Company shall act upon the basis of instructions, notice or\nelection received from the registered owner of such Registrable Securities.\n\n b. Any notices, consents, waivers or other communications required\nor permitted to be given under the terms of this Agreement must be in writing\nand will be deemed to have been delivered: (i) upon receipt, when delivered\npersonally; (ii) upon receipt, when sent by facsimile (provided confirmation of\ntransmission is mechanically or electronically generated and kept on file by the\nsending party); or (iii) one business day after deposit with a nationally\nrecognized overnight delivery service, in each case properly addressed to the\nparty to receive the same. The addresses and facsimile numbers for such\ncommunications shall be:\n\n If to the Company:\n\n At Home Corporation\n\n 14\n\n \n 450 Broadway Street\n Redwood City, CA 94063\n Telephone: (650) 556-5000\n Facsimile: (650) 556-3430\n Attention: General Counsel\n \n\n With a copy to:\n\n Fenwick & West LLP\n Two Palo Alto Square\n Palo Alto, CA 94306\n Telephone: (650) 494-0400\n Facsimile: (650) 494-1417\n Attention: Gordon Davidson, T.J. Hall and David Michaels\n \n If to Legal Counsel:\n\n Katten Muchin Zavis\n 525 West Monroe Street, Suite 1600\n Chicago, Illinois 60661-3693\n Telephone: 312-902-5200\n Facsimile: 312-902-1061\n Attention: Robert J. Brantman, Esq.\n\n \n If to a Buyer, to its address and facsimile number set forth on the\nSchedule of Buyers attached hereto, with copies to such Buyer's representatives\nas set forth on the Schedule of Buyers, or to such other address and\/or\nfacsimile number and\/or to the attention of such other person as the recipient\nparty has specified by written notice given to each other party five (5) days\nprior to the effectiveness of such change. The Company may modify its notice\ninformation specified above by providing written notice to each other party of\nsuch other address and\/or facsimile number and\/or such other person whose\nattention a notice should be directed, five days prior to the effectiveness of\nsuch change. Written confirmation of receipt (A) given by the recipient of such\nnotice, consent, waiver or other communication, (B) mechanically or\nelectronically generated by the sender's facsimile machine containing the time,\ndate, recipient facsimile number and an image of the first page of such\ntransmission or (C) provided by a courier or overnight courier service shall be\nrebuttable evidence of personal service, receipt by facsimile or receipt from a\nnationally recognized overnight delivery service in accordance with clause (i),\n(ii) or (iii) above, respectively.\n\n c. Failure of any party to exercise any right or remedy under this\nAgreement or otherwise, or delay by a party in exercising such right or remedy,\nshall not operate as a waiver thereof.\n\n d. All questions concerning the construction, validity, enforcement\nand interpretation of this Agreement shall be governed by the internal laws of\nthe State of New York, \n\n 15\n\n \nwithout giving effect to any choice of law or conflict of law provision or rule\n(whether of the State of New York or any other jurisdictions) that would cause\nthe application of the laws of any jurisdictions other than the State of New\nYork. Each party hereby irrevocably submits to the non-exclusive jurisdiction of\nthe state and federal courts sitting the City of New York, borough of Manhattan,\nfor the adjudication of any dispute hereunder or in connection herewith or with\nany transaction contemplated hereby or discussed herein, and hereby irrevocably\nwaives, and agrees not to assert in any suit, action or proceeding, any claim\nthat it is not personally subject to the jurisdiction of any such court, that\nsuch suit, action or proceeding is brought in an inconvenient forum or that the\nvenue of such suit, action or proceeding is improper. Each party hereby\nirrevocably waives personal service of process and consents to process being\nserved in any such suit, action or proceeding by mailing a copy thereof to such\nparty at the address for such notices to it under this Agreement and agrees that\nsuch service shall constitute good and sufficient service of process and notice\nthereof. Nothing contained herein shall be deemed to limit in any way any right\nto serve process in any manner permitted by law. If any provision of this\nAgreement shall be invalid or unenforceable in any jurisdiction, such invalidity\nor unenforceability shall not affect the validity or enforceability of the\nremainder of this Agreement in that jurisdiction or the validity or\nenforceability of any provision of this Agreement in any other jurisdiction.\nEACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO\nREQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN\nCONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION\nCONTEMPLATED HEREBY.\n\n e. This Agreement, the Securities Purchase Agreement and the Notes\nconstitute the entire agreement among the parties hereto with respect to the\nsubject matter hereof and thereof. There are no restrictions, promises,\nwarranties or undertakings, other than those set forth or referred to herein and\ntherein. This Agreement, the Securities Purchase Agreement and the Notes\nsupersede all prior agreements and understandings among the parties hereto with\nrespect to the subject matter hereof and thereof.\n\n f. Subject to the requirements of Section 9, this Agreement shall\ninure to the benefit of and be binding upon the permitted successors and assigns\nof each of the parties hereto.\n\n g. The headings in this Agreement are for convenience of reference\nonly and shall not limit or otherwise affect the meaning hereof.\n\n h. This Agreement may be executed in identical counterparts, each of\nwhich shall be deemed an original but all of which shall constitute one and the\nsame agreement. This Agreement, once executed by a party, may be delivered to\nthe other party hereto by facsimile transmission of a copy of this Agreement\nbearing the signature of the party so delivering this Agreement.\n\n i. Each party shall do and perform, or cause to be done and\nperformed, all such further acts and things, and shall execute and deliver all\nsuch other agreements, certificates, instruments and documents, as the other\nparty may reasonably request in order to carry out the intent and accomplish the\npurposes of this Agreement and the consummation of the transactions contemplated\nhereby.\n\n 16\n\n \n j. All consents and other determinations required to be made by the\nInvestors pursuant to this Agreement shall be made, unless otherwise specified\nin this Agreement, by Investors holding at least two-thirds (2\/3) of the\nRegistrable Securities, determined as if all of the Notes then outstanding have\nbeen converted into Registrable Securities without regard to any limitations on\nconversion of the Notes.\n\n k. The language used in this Agreement will be deemed to be the\nlanguage chosen by the parties to express their mutual intent and no rules of\nstrict construction will be applied against any party.\n\n l. This Agreement is intended for the benefit of the parties hereto\nand their respective permitted successors and assigns, and is not for the\nbenefit of, nor may any provision hereof be enforced by, any other Person.\n\n * * * * * *\n\n 17\n\n \n IN WITNESS WHEREOF, the parties have caused this Registration Rights\nAgreement to be duly executed as of day and year first above written.\n\nCOMPANY: BUYERS:\n\nAT HOME CORPORATION HFTP INVESTMENT L.L.C.\n\n\nBy:________________ By: Promethean Asset Management L.L.C \nName:______________ Its: Investment Manager\nIts:_______________\n\n By:______________________________\n Name:____________________________\n Title:___________________________\n \n GAIA OFFSHORE MASTER FUND, LTD.\n \n By: Promethean Asset Management L.L.C\n Its: Investment Manager\n\n\n By:______________________________\n Name:____________________________\n Title:___________________________\n\n LEONARDO, L.P.\n \n By: Angelo, Gordon & Co., L.P.\n Its: General Partner\n\n\n By:______________________________\n Name:____________________________\n Title:___________________________\n\n 18\n\n \n [Signature Page to Registration Rights Agreement]\n\n SCHEDULE OF BUYERS\n\n\n<\/pre>\n
\n\n Buyer’s Name Buyer Address Buyer’s Legal Representatives’
\n and Facsimile Number Address and Facsimile Number<\/p>\n
——————————— ————————————– —————————————-
\n
\nHFTP Investment L.L.C. Promethean Asset Management L.L.C. Promethean Investment Group, L.L.C.
\n 750 Lexington Avenue, 22\/nd\/ Floor 750 Lexington Ave., 22\/nd\/ Floor
\n New York, NY 10022 New York, NY 10022
\n Attention: James F. O’Brien, Jr. Attn: James F. O’Brien, Jr.
\n John Floegel John Floegel
\n Telephone: (212) 702-5200 Telephone: 212-702-5200
\n Facsimile: (212) 758-9334 Facsimile:212-758-9334
\n Residence: New York
\n Katten Muchin Zavis
\n 525 W. Monroe Street
\n Chicago, Illinois 60661-3693
\n Attention: Robert J. Brantman, Esq.
\n Telephone: (312) 902-5200
\n Facsimile: (312) 902-1061
\nGaia Offshore Master Fund, Ltd. Promethean Asset Management L.L.C. Promethean Investment Group, L.L.C.
\n 750 Lexington Avenue, 22\/nd\/ Floor 750 Lexington Ave., 22\/nd\/ Floor
\n New York, NY 10022 New York, NY 10022
\n Attention: James F. O’Brien, Jr. Attn: James F. O’Brien, Jr.
\n John Floegel John Floegel
\n Telephone: (212) 702-5200 Telephone: 212-702-5200
\n Facsimile: (212) 758-9334 Facsimile: 212-758-9334
\n Residence: New York
\n Katten Muchin Zavis
\n 525 W. Monroe Street
\n Chicago, Illinois 60661-3693
\n Attention: Robert J. Brantman, Esq.
\n Telephone: (312) 902-5200
\n Facsimile: (312) 902-1061
\nLeonardo, L.P. c\/o Angelo, Gordon & Co., L.P. Akin, Gump, Strauss, Hauer & Feld, L.L.P.
\n 245 Park Avenue – 26\/th\/ Floor 590 Madison Avenue
\n New York, New York 10167 New York, New York 10022
\n Attention: Gary Wolf Attention: Robert S. Matlin, Esq.
\n Telephone: (212) 692-2058 Telephone: (212) 872-1000
\n Facsimile: (212) 867-6449 Facsimile: (212) 872-1002
\n Residence: Caymen Islands<\/p>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
EXHIBIT A
\n FORM OF NOTICE OF EFFECTIVENESS
\n OF REGISTRATION STATEMENT<\/p>\n
[TRANSFER AGENT]
\nAttn:______________<\/p>\n
Re: At Home Corporation<\/p>\n
Ladies and Gentlemen:<\/p>\n
We are counsel to At Home Corporation, a Delaware corporation (the
\n“Company”), and have represented the Company in connection with that certain
\nSecurities Purchase Agreement (the “Purchase Agreement”) entered into by and
\namong the Company and the buyers named therein (collectively, the “Holders”)
\npursuant to which the Company issued to the Holders convertible notes which are
\nconvertible into shares of the Company’s Series A common stock, par value $0.01
\nper share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company
\nalso has entered into a Registration Rights Agreement with the Holders (the
\n“Registration Rights Agreement”) pursuant to which the Company agreed, among
\nother things, to register the Registrable Securities (as defined in the
\nRegistration Rights Agreement) under the Securities Act of 1933, as amended (the
\n“1933 Act”). In connection with the Company’s obligations under the Registration
\nRights Agreement, on _____________ 2001, the Company filed a Registration
\nStatement on Form S-3 (File No. 333-_____________) (the “Registration
\nStatement”) with the Securities and Exchange Commission (the “SEC”) relating to
\nthe Registrable Securities which names each of the Holders as a selling
\nstockholder thereunder.<\/p>\n
In connection with the foregoing, we advise you that a member of the SEC’s
\nstaff has advised us by telephone that the SEC has entered an order declaring
\nthe Registration Statement effective under the 1933 Act at [ENTER TIME OF
\nEFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
\ntelephonic inquiry of a member of the SEC’s staff, that any stop order
\nsuspending its effectiveness has been issued or that any proceedings for that
\npurpose are pending before, or threatened by, the SEC and the Registrable
\nSecurities are available for resale under the 1933 Act pursuant to the
\nRegistration Statement (subject to applicable prospectus delivery requirements
\nof the 1933 Act).<\/p>\n
Very truly yours,<\/p>\n
[ISSUER’S COUNSEL]<\/p>\n
By:_____________________<\/p>\n
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