{"id":43883,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-nbc-wwfe-holding-inc-and-world.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-nbc-wwfe-holding-inc-and-world","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-nbc-wwfe-holding-inc-and-world.html","title":{"rendered":"Registration Rights Agreement &#8211; NBC-WWFE Holding Inc. and World Wrestling Federation Entertainment Inc."},"content":{"rendered":"<pre>                         REGISTRATION RIGHTS AGREEMENT\n\n                                 by and between\n\n                             NBC-WWFE HOLDING, INC.\n\n                                      and\n\n                 WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.\n\n                           Dated as of June 12, 2000\n\n \n          REGISTRATION RIGHTS AGREEMENT (this or the \"Agreement\") dated as of\nJune 12, 2000, by and between NBC-WWFE Holding, Inc., a Delaware corporation\n(\"NBC\") and World Wrestling Federation Entertainment, Inc., a Delaware\ncorporation (the \"Company\").\n\n                             W I T N E S S E T H :\n                             - - - - - - - - - -- \n\n          WHEREAS, NBC and the Company have entered into a Stock Purchase\nAgreement, dated as of June 12, 2000 (such Stock Purchase Agreement, as amended\nor otherwise modified from time to time, the \"Purchase Agreement\"), pursuant to\nwhich the Company will sell, and NBC will purchase, 2,307,692 newly-issued\nshares of Class A Common Stock, par value $.01 per share, of the Company (the\n\"Common Shares\").\n\n          WHEREAS, in order to induce NBC to enter into the Purchase Agreement,\nthe Company has further agreed to provide certain registration rights in respect\nof the Registrable Securities (as defined below) on the terms and subject to the\nconditions set forth herein.\n\n          NOW, THEREFORE, in consideration of the premises and of the mutual\nagreements contained herein, and for other good and valuable consideration the\nreceipt and sufficiency of which are hereby acknowledged, and intending to be\nlegally bound hereby, the parties hereto agree as follows:\n\n1.   DEFINITIONS. As used in this Agreement, the following terms shall have the\nfollowing meanings:\n\n          \"Affiliate\" shall mean (i) with respect to any Person, any other\n           ---------                                                      \nPerson directly or indirectly controlling or controlled by or under direct or\nindirect common control with such Person, and (ii) with respect to any\nindividual, shall also mean the spouse, sibling, child, stepchild, grandchild,\nniece, nephew or parent of such Person, or the spouse thereof.\n\n          \"Blackout Period\" shall have the meaning set forth in Section 2.6.\n           ---------------                                                  \n\n          \"Common Shares\" shall have the meaning set forth in the recitals\n           -------------                                                  \nhereto.\n\n          \"Company\" shall have the meaning set forth in the preamble.\n           -------                                                   \n\n          \"Demand Registration\" shall mean a registration required to be\n           -------------------                                          \neffected by the Company pursuant to Section 2.1.\n\n          \"Demand Registration Statement\" shall mean a registration statement of\n           -----------------------------                                        \nthe Company which covers the Registrable Securities requested to be included\ntherein pursuant to the provisions of Section 2.1 and all amendments and\nsupplements to such registration statement, including post-effective amendments,\nin each case including the Prospectus contained therein, all exhibits thereto\nand all material incorporated by reference (or deemed to be incorporated by\nreference) therein.\n\n          \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\n           ------------                                                    \namended from time to time, and the rules and regulations thereunder, or any\nsuccessor statute.\n\n \n          \"Holders\" shall mean the Initial Holder for so long as it owns any\n           -------                                                          \nRegistrable Securities and such of its respective successors and permitted\nassigns (including any permitted transferees of Registrable Securities) who\nacquire or are otherwise the transferee of Registrable Securities, directly or\nindirectly, from such Initial Holder (or any subsequent Holder), for so long as\nsuch successors and permitted assigns own any Registrable Securities.\n\n          \"Holders' Counsel\" shall mean one firm of counsel (per registration)\n           ----------------                                                   \nto the Holders of Registrable Securities participating in such registration,\nwhich counsel shall be selected (i) in the case of a Demand Registration, by the\nInitiating Holders holding a majority of the Registrable Securities for which\nregistration was requested in the Request, and (ii) in all other cases, by the\nMajority Holders of the Registration.\n\n          \"Incidental Registration\" shall mean a registration required to be\n           -----------------------                                          \neffected by the Company pursuant to Section 2.2.\n\n          \"Incidental Registration Statement\" shall mean a registration\n           ---------------------------------                           \nstatement of the Company which covers the Registrable Securities requested to be\nincluded therein pursuant to the provisions of Section 2.2 and all amendments\nand supplements to such registration statement, including post-effective\namendments, in each case including the Prospectus contained therein, all\nexhibits thereto and all material incorporated by reference (or deemed to be\nincorporated by reference) therein.\n\n          \"Initial Holder\" shall mean NBC.\n           --------------                 \n\n          \"Initiating Holders\" shall mean, with respect to a particular\n           ------------------                                          \nregistration, the Holders who initiated the Request for such registration.\n\n          \"Inspectors\" shall have the meaning set forth in Section 4.1(g).\n           ----------                                                     \n\n          \"Majority Holders\" shall mean one or more Holders of Registrable\n           ----------------                                               \nSecurities who would hold a majority of the Registrable Securities then\noutstanding.\n\n          \"Majority Holders of the Registration\" shall mean, with respect to a\n           ------------------------------------                               \nparticular registration, one or more Holders of Registrable Securities who would\nhold a majority of the Registrable Securities to be included in such\nregistration.\n\n          \"NASD\" shall mean the National Association of Securities Dealers, Inc.\n           ----                                                                 \n\n          \"Person\" shall mean any individual, firm, partnership, corporation,\n           ------                                                            \ntrust, joint venture, association, joint stock company, limited liability\ncompany, unincorporated organization or any other entity or organization,\nincluding a government or agency or political subdivision thereof, and shall\ninclude any Successor (by merger or otherwise) of such entity.\n\n          \"Prospectus\" shall mean the prospectus included in a Registration\n           ----------                                                      \nStatement (including, without limitation, any preliminary prospectus and any\nprospectus that includes any \n\n                                      -2-\n\n \ninformation previously omitted from a prospectus filed as part of an effective\nregistration statement in reliance upon Rule 430A promulgated under the\nSecurities Act), and any such Prospectus as amended or supplemented by any\nprospectus supplement, and all other amendments and supplements to such\nProspectus, including post-effective amendments, and in each case including all\nmaterial incorporated by reference (or deemed to be incorporated by reference)\ntherein.\n\n          \"Registrable Securities\" shall mean (i) the Common Shares issued\n           ----------------------                                         \npursuant to the Purchase Agreement and (ii) any other securities of the Company\n(or any successor or assign of the Company, whether by merger, consolidation,\nsale of assets or otherwise) which may be issued or issuable with respect to, in\nexchange for, or in substitution of, the Registrable Securities referenced in\nclause (i) above by reason of any dividend or stock split, combination of\nshares, merger, consolidation, recapitalization, reclassification,\nreorganization, sale of assets or similar transaction. As to any particular\nRegistrable Securities, such securities shall cease to be Registrable Securities\nwhen (A) a registration statement with respect to the sale of such securities\nshall have been declared effective under the Securities Act and such securities\nshall have been disposed of in accordance with such registration statement, (B)\nsuch securities have been otherwise transferred, a new certificate or other\nevidence of ownership for them not bearing the legend restricting further\ntransfer shall have been delivered by the Company and subsequent public\ndistribution of them shall not require registration under the Securities Act,\n(C) such securities shall have ceased to be outstanding, or (D) such securities\nbecome eligible for sale under Rule 144(k) without any volume, manner of sale or\nother restrictions.\n\n          \"Registration Expenses\" shall mean any and all expenses incident to\n           ---------------------                                             \nperformance of or compliance with this Agreement by the Company and its\nsubsidiaries, including, without limitation, (i) all SEC, stock exchange, NASD\nand other registration, listing and filing fees, (ii) all fees and expenses\nincurred in connection with compliance with state securities or blue sky laws\nand compliance with the rules of any stock exchange (including fees and\ndisbursements of counsel in connection with such compliance and the preparation\nof a blue sky memorandum and legal investment survey), (iii) all expenses of any\nPersons retained by the Company in preparing or assisting in preparing, word\nprocessing, printing, distributing, mailing and delivering any Registration\nStatement, any Prospectus, any underwriting agreements, transmittal letters,\nsecurities sales agreements, securities certificates and other documents\nrelating to the performance of or compliance with this Agreement, (iv) the fees\nand disbursements of counsel for the Company, (v) the fees and disbursements of\nall independent public accountants (including the expenses of any audit and\/or\n\"cold comfort\" letters) and the fees and expenses of other Persons, including\nexperts, retained by the Company, (vi) the expenses incurred in connection with\nmaking road show presentations and holding meetings with potential investors to\nfacilitate the distribution and sale of Registrable Securities which are\ncustomarily borne by the issuer, (vii) any fees and disbursements of\nunderwriters customarily paid by issuers, and (viii) premiums and other costs of\npolicies of insurance against liabilities arising out of the public offering of\nthe Registrable Securities being registered; provided, however, Registration\n                                             --------  -------              \nExpenses shall not include discounts and commissions payable to underwriters,\nselling brokers, dealer managers or other similar Persons engaged in the\ndistribution of any of the Registrable Securities or the fees and disbursements\nof Holders' Counsel; and provided, further, that in any case where Registration\n                         --------  -------                                     \nExpenses are not to be borne by the Company, such expenses shall not include\n\n                                      -3-\n\n \nsalaries of Company personnel or general overhead expenses of the Company,\nauditing fees, premiums or other expenses relating to liability insurance\nrequired by underwriters of the Company or other expenses for the preparation of\nfinancial statements or other data normally prepared by the Company in the\nordinary course of its business or which the Company would have incurred in any\nevent.\n\n          \"Registration Statement\" shall mean any registration statement of the\n           ----------------------                                              \nCompany which covers any Registrable Securities and all amendments and\nsupplements to any such Registration Statement, including post-effective\namendments, in each case including the Prospectus contained therein, all\nexhibits thereto and all material incorporated by reference (or deemed to be\nincorporated by reference) therein.\n\n          \"Request\" shall have the meaning set forth in Section 2.1(a).\n           -------                                                     \n\n          \"SEC\" shall mean the Securities and Exchange Commission, or any\n           ---                                                           \nsuccessor agency having jurisdiction to enforce the Securities Act.\n\n          \"Securities Act\" shall mean the Securities Act of 1933, as amended\n           --------------                                                   \nfrom time to time, and the rules and regulations thereunder, or any successor\nstatute.\n\n          \"Shelf Registration\" shall have the meaning set forth in Section\n           ------------------                                             \n2.1(a).\n\n          \"Shelf Registration Period\" shall have the meaning set forth in\n           -------------------------                                     \nSection 2.3(b).\n\n          \"Underwriters\" shall mean the underwriters, if any, of the offering\n           ------------                                                      \nbeing registered under the Securities Act.\n\n          \"Underwritten Offering\" shall mean a sale of securities of the Company\n           ---------------------                                                \nto an Underwriter or Underwriters for reoffering to the public.\n\n          \"Withdrawn Demand Registration\" shall have the meaning set forth in\n           -----------------------------                                     \nSection 2.1(a).\n\n          \"Withdrawn Request\" shall have the meaning set forth in Section\n           -----------------                                             \n2.1(a).\n\n                                      -4-\n\n \n2.   REGISTRATION UNDER THE SECURITIES ACT.\n     ------------------------------------- \n\n     2.1  Demand Registration.\n          ------------------- \n\n          (a) Right to Demand Registration. Commencing December 15, 2000, at any\n              ----------------------------                                      \ntime or from time to time when the Shelf Registration Statement provided for in\nSection 2.3 has not become or is not effective under the Securities Act, the\nMajority Holders shall have the right to request in writing that the Company\nregister all or part of such Holders' Registrable Securities (a \"Request\")\n                                                                 -------  \n(which Request shall specify the amount of Registrable Securities intended to be\ndisposed of by such Holders and the intended method or methods of disposition\nthereof) by filing with the SEC a Demand Registration Statement. As promptly as\npracticable, but no later than 10 days after receipt of a Request, the Company\nshall give written notice of such requested registration to all Holders of\nRegistrable Securities. Subject to Section 2.1(b), the Company shall include in\na Demand Registration (i) the Registrable Securities intended to be disposed of\nby the Initiating Holders and (ii) the Registrable Securities intended to be\ndisposed of by any other Holder which shall have made a written request (which\nrequest shall specify the amount of Registrable Securities to be registered) to\nthe Company for inclusion thereof in such registration within 20 days after the\nreceipt of such written notice from the Company. The Company shall, as\nexpeditiously as possible following a Request, use its best efforts to cause to\nbe filed with the SEC a Demand Registration Statement providing for the\nregistration under the Securities Act of the Registrable Securities which the\nCompany has been so requested to register by all such Holders, to the extent\nnecessary to permit the disposition of such Registrable Securities so to be\nregistered in accordance with the intended method of disposition thereof\nspecified in such Request (including, without limitation, by means of a shelf\nregistration pursuant to Rule 415 under the Securities Act (a \"Shelf\n                                                               -----\nRegistration\") if so requested and if the Company is then eligible to use such a\n------------                                                                    \nregistration). The Company shall use its best efforts to have such Demand\nRegistration Statement declared effective by the SEC as soon as practicable\nthereafter and to keep such Demand Registration Statement continuously effective\nfor the period specified in Section 4.1(b).\n\n              A Request may be withdrawn prior to the filing of the Demand\nRegistration Statement by the Majority Holders of the Registration (a \"Withdrawn\n                                                                       ---------\nRequest\") and a Demand Registration Statement may be withdrawn prior to the\n-------                                                                    \neffectiveness thereof by the Majority Holders of the Registration (a \"Withdrawn\n                                                                      ---------\nDemand Registration\"), and such withdrawals shall be treated as a Demand\n-------------------                                                     \nRegistration which shall have been effected pursuant to this Section 2.1, unless\nthe Holders of Registrable Securities to be included in such Registration\nStatement reimburse the Company for its reasonable out-of-pocket Registration\nExpenses relating to the preparation and filing of such Demand Registration\nStatement (to the extent actually incurred); provided, however, that if a\n                                             --------  -------           \nWithdrawn Request or Withdrawn Demand Registration is made (A) because of a\nmaterial adverse change in the business, financial condition or prospects of the\nCompany determined, in the case of an Underwritten Offering, by the sole or lead\nmanaging Underwriter in its reasonable discretion, or (B) because the sole or\nlead managing Underwriter advises that the amount of Registrable Securities to\nbe sold in such offering be reduced pursuant to Section 2.1(b) by more than 20%\nof the Registrable Securities to be included in such Registration Statement, or\n(C) because of a postponement of such registration pursuant to Section 2.6, then\nsuch withdrawal shall not be treated as a Demand Registration effected \n\n                                      -5-\n\n \npursuant to this Section 2.1 (and shall not be counted toward the number of\nDemand Registrations), and the Company shall pay all Registration Expenses in\nconnection therewith. Any Holder requesting inclusion in a Demand Registration\nmay, at any time prior to the effective date of the Demand Registration\nStatement (and for any reason) revoke such request by delivering written notice\nto the Company revoking such requested inclusion.\n\n          There is no limitation on the number of Demand Registrations pursuant\nto this Section 2.1 which the Company is obligated to effect.  The registration\nrights granted pursuant to the provisions of this Section 2.1 shall be in\naddition to the registration rights granted pursuant to the other provisions of\nSection 2 hereof.\n\n          (b) Priority in Demand Registrations. If a Demand Registration\n              --------------------------------                          \ninvolves an Underwritten Offering, and the sole or lead managing Underwriter, as\nthe case may be, of such Underwritten Offering shall advise the Company in\nwriting (with a copy to each Holder requesting registration) on or before the\ndate five days prior to the date then scheduled for such offering that, in its\nopinion, the amount of Registrable Securities requested to be included in such\nDemand Registration exceeds the number which can be sold in such offering within\na price range acceptable to the Majority Holders of the Registration (such\nwriting to state the basis of such opinion and the approximate number of\nRegistrable Securities which may be included in such offering), the Company\nshall include in such Demand Registration, to the extent of the number which the\nCompany is so advised may be included in such offering, the Registrable\nSecurities requested to be included in the Demand Registration by the Holders\nallocated pro rata in proportion to the number of Registrable Securities\nrequested to be included in such Demand Registration by each of them. In the\nevent the Company shall not, by virtue of this Section 2.1(b), include in any\nDemand Registration all of the Registrable Securities of any Holder requesting\nto be included in such Demand Registration, such Holder may, upon written notice\nto the Company given within five days of the time such Holder first is notified\nof such matter, reduce the amount of Registrable Securities it desires to have\nincluded in such Demand Registration, whereupon only the Registrable Securities,\nif any, it desires to have included will be so included and the Holders not so\nreducing shall be entitled to a corresponding increase in the amount of\nRegistrable Securities to be included in such Demand Registration.\n\n          (c)  Underwriting; Selection of Underwriters. Notwithstanding anything\n               ---------------------------------------                          \nto the contrary contained in Section 2.1(a), if the Initiating Holders holding a\nmajority of the Registrable Securities for which registration was requested in\nthe Request so elect, the offering of such Registrable Securities pursuant to\nsuch Demand Registration shall be in the form of a firm commitment Underwritten\nOffering; and such Initiating Holders may require that all Persons (including\nother Holders) participating in such registration sell their Registrable\nSecurities to the Underwriters at the same price and on the same terms of\nunderwriting applicable to the Initiating Holders. If any Demand Registration\ninvolves an Underwritten Offering, the sole or managing Underwriters and any\nadditional investment bankers and managers to be used in connection with such\nregistration shall be selected by the Company, subject to the approval of the\nInitiating Holders holding a majority of the Registrable Securities for which\nregistration was requested in the Request (such approval not to be unreasonably\nwithheld).\n\n                                      -6-\n\n \n          (d) Registration of Other Securities. Whenever the Company shall\n              --------------------------------                            \neffect a Demand Registration, no securities other than the Registrable\nSecurities shall be covered by such registration unless the Majority Holders\nshall have consented in writing to the inclusion of such other securities.\n\n          (e) Effective Registration Statement; Suspension. A Demand\n              --------------------------------------------          \nRegistration Statement shall not be deemed to have become effective (and the\nrelated registration will not be deemed to have been effected) (i) unless it has\nbeen declared effective by the SEC and remains effective in compliance with the\nprovisions of the Securities Act with respect to the disposition of all\nRegistrable Securities covered by such Demand Registration Statement for the\ntime period specified in Section 4.1(b), (ii) if the offering of any Registrable\nSecurities pursuant to such Demand Registration Statement is interfered with by\nany stop order, injunction or other order or requirement of the SEC or any other\ngovernmental agency or court, or (iii) if, in the case of an Underwritten\nOffering, the conditions to closing specified in an underwriting agreement to\nwhich the Company is a party are not satisfied other than by the sole reason of\nany breach or failure by the Holders of Registrable Securities or are not\notherwise waived.\n\n          (f) Other Registrations. During the period (i) beginning on the date\n              -------------------                                             \nof a Request and (ii) ending on the date that is 90 days after the date that a\nDemand Registration Statement filed pursuant to such Request has been declared\neffective by the SEC or, if the Holders shall withdraw such Request or such\nDemand Registration Statement, on the date of such Withdrawn Request or such\nWithdrawn Demand Registration, the Company shall not, without the consent of the\nMajority Holders, file a registration statement (other than a registration\nstatement on Form S-4 or S-8 or any successor form to such forms) pertaining to\nany other securities of the Company.\n\n          (g) Registration Statement Form. Registrations under this Section 2.1\n              ---------------------------                                      \nshall be on such appropriate registration form of the SEC (i) as shall be\nselected by the Initiating Holders holding a majority of the Registrable\nSecurities for which registration was requested in the Request and as shall be\nreasonably acceptable to the Company, and (ii) which shall be available for the\nsale of Registrable Securities in accordance with the intended method of\ndisposition specified in the requests for registration; provided, however, that\n                                                        --------  -------      \nif the Company is then a registrant entitled to use Form S-3 or any successor\nform thereto to register such securities, such registration shall be effected on\nsuch form. The Company agrees to include in any such Registration Statement all\ninformation which any selling Holder, upon advice of counsel, shall reasonably\nrequest.\n\n     2.2  Incidental Registration.\n          ----------------------- \n\n                                      -7-\n\n \n          (a)  Right to Include Registrable Securities. If the Company at any\n               ---------------------------------------                       \ntime or from time to time proposes to register any of its equity securities\nunder the Securities Act (other than in a registration on Form S-4 or S-8 or any\nsuccessor form to such forms and other than pursuant to Section 2.1 or 2.3)\nwhether or not pursuant to registration rights granted to other holders of its\nsecurities and whether or not for sale for its own account, the Company shall\ndeliver prompt written notice (which notice shall be given at least 30 days\nprior to such proposed registration) to all Holders of Registrable Securities of\nits intention to undertake such registration, describing in reasonable detail\nthe proposed registration and distribution (including the anticipated range of\nthe proposed offering price, the class and number of securities proposed to be\nregistered and the distribution arrangements) and of such Holders' right to\nparticipate in such registration under this Section 2.2 as hereinafter provided.\nSubject to the other provisions of this paragraph (a) and Section 2.2(b), upon\nthe written request of any Holder made within 20 days after the receipt of such\nwritten notice (which request shall specify the amount of Registrable Securities\nto be registered), the Company shall effect the registration under the\nSecurities Act of all Registrable Securities requested by Holders to be so\nregistered (an \"Incidental Registration\"), to the extent requisite to permit the\n                -----------------------                                         \ndisposition of the Registrable Securities so to be registered, by inclusion of\nsuch Registrable Securities in the Registration Statement which covers the\nsecurities which the Company proposes to register and shall cause such\nRegistration Statement to become and remain effective with respect to such\nRegistrable Securities in accordance with the registration procedures set forth\nin Section 4. If an Incidental Registration involves an Underwritten Offering,\nimmediately upon notification to the Company from the Underwriter of the price\nat which such securities are to be sold, the Company shall so advise each\nparticipating Holder. The Holders requesting inclusion in an Incidental\nRegistration may, at any time prior to the effective date of the Incidental\nRegistration Statement (and for any reason), revoke such request by delivering\nwritten notice to the Company revoking such requested inclusion.\n\n          If at any time after giving written notice of its intention to\nregister any securities and prior to the effective date of the Incidental\nRegistration Statement filed in connection with such registration, the Company\nshall determine for any reason not to register or to delay registration of such\nsecurities, the Company may, at its election, give written notice of such\ndetermination to each Holder of Registrable Securities and, thereupon, (A) in\nthe case of a determination not to register, the Company shall be relieved of\nits obligation to register any Registrable Securities in connection with such\nregistration (but not from its obligation to pay the Registration Expenses\nincurred in connection therewith), without prejudice, however, to the rights of\nHolders to cause such registration to be effected as a registration under\nSection 2.1 or 2.3, and (B) in the case of a determination to delay such\nregistration, the Company shall be permitted to delay the registration of such\nRegistrable Securities for the same period as the delay in registering such\nother securities; provided, however, that if such delay shall extend beyond 120\n                  --------  -------                                            \ndays from the date the Company received a request to include Registrable\nSecurities in such Incidental Registration, then the Company shall again give\nall Holders the opportunity to participate therein and shall follow the\nnotification procedures set forth in the preceding paragraph. There is no\nlimitation on the number of such Incidental Registrations pursuant to this\nSection 2.2 which the Company is obligated to effect.\n\n                                      -8-\n\n \n          The registration rights granted pursuant to the provisions of this\nSection 2.2 shall be in addition to the registration rights granted pursuant to\nthe other provisions of Section 2 hereof.\n\n          (b) Priority in Incidental Registration. If an Incidental Registration\n              -----------------------------------                               \ninvolves an Underwritten Offering (on a firm commitment basis), and the sole or\nthe lead managing Underwriter, as the case may be, of such Underwritten Offering\nshall advise the Company in writing (with a copy to each Holder requesting\nregistration) on or before the date five days prior to the date then scheduled\nfor such offering that, in its opinion, the amount of securities (including\nRegistrable Securities) requested to be included in such registration exceeds\nthe amount which can be sold in such offering without materially interfering\nwith the successful marketing of the securities being offered (such writing to\nstate the basis of such opinion and the approximate number of such securities\nwhich may be included in such offering without such effect), the Company shall\ninclude in such registration, to the extent of the number which the Company is\nso advised may be included in such offering without such effect, (i) in the case\nof a registration initiated by the Company, (A) first, the securities that the\nCompany proposes to register for its own account, (B) second, the Registrable\nSecurities requested to be included in such registration by the Holders,\nallocated pro rata in proportion to the number of Registrable Securities\nrequested to be included in such registration by each of them, and (C) third,\nother securities of the Company to be registered on behalf of any other Person,\nand (ii) in the case of a registration initiated by a Person other than the\nCompany, (A) first, the securities requested to be included in such registration\nby any Persons initiating such registration, allocated pro rata in proportion to\nthe number of securities requested to be included in such registration by each\nof them, (B) second, the Registrable Securities requested to be included in such\nregistration by the Holders, allocated pro rata in proportion to the number of\nRegistrable Securities requested to be included in such registration by each of\nthem, (C) third, if the Company was not the Person initiating such registration,\nthe securities that the Company proposes to register for its own account, and\n(D) fourth, other securities of the Company to be registered on behalf of any\nother Person; provided, however, that in the event the Company will not, by\n              --------  -------                                            \nvirtue of this Section 2.2(b), include in any such registration all of the\nRegistrable Securities of any Holder requested to be included in such\nregistration, such Holder may, upon written notice to the Company given within\nthree days of the time such Holder first is notified of such matter, reduce the\namount of Registrable Securities it desires to have included in such\nregistration, whereupon only the Registrable Securities, if any, it desires to\nhave included will be so included and the Holders not so reducing shall be\nentitled to a corresponding increase in the amount of Registrable Securities to\nbe included in such registration.\n\n     2.3  Shelf Registration Statement.\n          ---------------------------- \n\n          (a) The Company: (A) shall cause to be filed with the SEC, on or\nbefore October 22, 2000, a shelf registration statement (the \"Shelf Registration\n                                                              ------------------\nStatement\") on an appropriate form under the Securities Act, relating solely to\n---------                                                                      \nthe offer and sale of all the Registrable Securities by the Holders thereof from\ntime to time in accordance with the methods of distribution specified by the\nInitial Holder as set forth in the Registration Statement and Rule 415 under the\nSecurities Act; and (B) shall use its best efforts to have such Shelf\nRegistration declared effective by the SEC as soon as practicable thereafter,\nbut in no event later than \n\n                                      -9-\n\n \nDecember 15, 2000; provided, however, that no Holder (other than the Initial \n                   --------  -------                \nHolder) shall be entitled to have the Registrable Securities held by it covered\nby such Registration Statement unless such Holder agrees in writing to be bound\nby all the provisions of this Agreement applicable to such Holder.\n\n          (b) The Company shall use its best efforts to keep the Shelf\nRegistration Statement continuously effective, supplemented and amended in order\nto permit the Prospectus included therein to be lawfully delivered by the\nHolders of the Registrable Securities through the date on which all of the\nRegistrable Securities covered by such Shelf Registration may be sold pursuant\nto Rule 144(k) under the Securities Act (or any successor provision having\nsimilar effect) without any volume, manner of sale or other restrictions, or\nsuch shorter period that will terminate on the date on which all of the\nRegistrable Securities have been sold pursuant to the Shelf Registration\nStatement (in any such case, such period being called the \"Shelf Registration\n                                                           ------------------\nPeriod\"); provided, however, that prior to the termination of such Shelf\n------    --------  -------                                             \nRegistration, the Company shall first furnish to each Holder of Registrable\nSecurities participating in such Shelf Registration (i) an opinion, in form and\nsubstance satisfactory to the Majority Holders of the Registration, of counsel\nfor the Company satisfactory to the Majority Holders stating that such\nRegistrable Securities are freely saleable pursuant to Rule 144(k) under the\nSecurities Act (or any successor provision having similar effect) without any\nvolume, manner of sale or other restrictions or (ii) a \"No-Action Letter\" from\nthe staff of the SEC stating that the SEC would not recommend enforcement action\nif the Registrable Securities included in such Shelf Registration were sold in a\npublic sale other than pursuant to an effective registration statement. The\nCompany shall be deemed not to have used its best efforts to keep the\nRegistration Statement effective during the Shelf Registration Period if it\nvoluntarily takes any action that would result in Holders of the Registrable\nSecurities covered thereby not being able to offer and sell such Registrable\nSecurities during the Shelf Registration Period, unless such action is required\nby applicable law.\n\n              (c) If at any time the Majority Holders request in writing that\nall or any part of the Registrable Securities covered by the Shelf Registration\nStatement be offered by means of a firm commitment Underwritten Offering, the\nCompany shall cause to be filed with the SEC as soon as practicable any\nnecessary or appropriate supplement to the Shelf Registration Statement in order\nto effect such Underwritten Offering. In such case, the sole or managing\nUnderwriters and any additional investment bankers and managers to be used in\nconnection with such registration shall be selected by the Company, subject to\nthe approval of such Majority Holders (such approval not to be unreasonably\nwithheld).\n\n     2.4   Expenses. The Company shall pay all Registration Expenses in \n           --------                                                    \nconnection with any Demand Registration, Incidental Registration, or Shelf\nRegistration, whether or not such registration shall become effective and\nwhether or not all Registrable Securities originally requested to be included in\nsuch registration are withdrawn or otherwise ultimately not included in such\nregistration, except as otherwise provided with respect to a Withdrawn Request\nand a Withdrawn Demand Registration in Section 2.1(a). Each Holder shall pay all\ndiscounts and commissions payable to underwriters, selling brokers, managers or\nother similar Persons engaged in the distribution of such Holder's Registrable\nSecurities pursuant to any registration pursuant to this Section 2.\n\n                                      -10-\n\n \n     2.5  Underwritten Offerings.\n          ---------------------- \n\n          (a) Underwritten Offerings. If requested by the sole or lead managing\n              ----------------------                                           \nUnderwriter for any Underwritten Offering effected pursuant to a Demand\nRegistration or the Shelf Registration Statement, the Company shall enter into a\ncustomary underwriting agreement with the Underwriters for such offering, such\nagreement to be reasonably satisfactory in substance and form to the Company and\nto each Holder of Registrable Securities participating in such offering, and to\ncontain such representations and warranties by the Company and such other terms\nas are generally prevailing in agreements of that type, including, without\nlimitation, indemnification and contribution to the effect and to the extent\nprovided in Section 5.\n\n          (b) Holders of Registrable Securities to be Parties to Underwriting\n              ---------------------------------------------------------------\nAgreement. The Holders of Registrable Securities to be distributed by\n---------                                                            \nUnderwriters in an Underwritten Offering contemplated by Section 2 shall be\nparties to the underwriting agreement between the Company and such Underwriters\nand may, at such Holders' option, require that any or all of the representations\nand warranties by, and the other agreements on the part of, the Company to and\nfor the benefit of such Underwriters shall also be made to and for the benefit\nof such Holders of Registrable Securities and that any or all of the conditions\nprecedent to the obligations of such Underwriters under such underwriting\nagreement be conditions precedent to the obligations of such Holders of\nRegistrable Securities; provided, however, that the Company shall not be\n                        --------  -------                               \nrequired to make any representations or warranties with respect to written\ninformation specifically provided by a selling Holder for inclusion in the\nRegistration Statement. No Holder shall be required to make any representations\nor warranties to, or agreements with, the Company or the Underwriters other than\nrepresentations, warranties or agreements regarding such Holder and such\nHolder's Registrable Securities.\n\n          (c) Participation in Underwritten Registration. Notwithstanding\n              ------------------------------------------                 \nanything herein to the contrary, no Person may participate in any underwritten\nregistration hereunder unless such Person (i) agrees to sell its securities on\nthe same terms and conditions provided in any underwritten arrangements approved\nby the Persons entitled hereunder to approve such arrangement and (ii)\naccurately completes and executes in a timely manner all questionnaires, powers\nof attorney, indemnities, custody agreements, underwriting agreements and other\ndocuments reasonably required under the terms of such underwriting arrangements.\n\n          (d) Limitations on Underwritten Offerings. In no event shall the\n              -------------------------------------                       \nCompany be required to effect more than two (2) Underwritten Offerings pursuant\nto this Agreement (whether as a Demand Registration pursuant to Section 2.1(a)\nor a Shelf Registration Statement pursuant to Section 2.3), provided, however,\n                                                            --------  ------- \nthat such Holders shall be entitled to an additional Underwritten Offering in\nthe event any Underwritten Offering by the Holders under this Agreement is cut\nback for any reason.\n\n     2.6  Postponements. The Company shall be entitled to postpone a Demand\n          -------------                                             \nRegistration and to require the Holders of Registrable Securities to discontinue\nthe disposition of their securities covered by a Shelf Registration during any\nBlackout Period (as defined below) (i) if the Board of Directors of the Company\ndetermines in good faith that effecting such a \n\n                                      -11-\n\n \nregistration or continuing such disposition at such time would have an adverse\neffect upon a proposed sale of all (or substantially all) of the assets of the\nCompany or a merger, reorganization, recapitalization or similar current\ntransaction materially affecting the capital, structure or equity ownership of\nthe Company, or (ii) if the Company is in possession of material information\nwhich the Board of Directors of the Company determines in good faith is not in\nthe best interests of the Company to disclose in a registration statement at\nsuch time provided, however, that the Company may delay a Demand Registration\n          --------  -------\nand require the Holders of Registrable Securities to discontinue the disposition\nof their securities covered by a Shelf Registration only for a reasonable period\nof time not to exceed 90 days (or such earlier time as such transaction is\nconsummated or no longer proposed or the material information has been made\npublic) (the \"Blackout Period\"); provided, further, that the effectiveness\n             ----------------    --------  -------\nperiod shall be extended by the number of days in any Blackout Period to the\nextent that the Registration Statement already was effective at the commencement\nof the Blackout Period. There shall not be more than one Blackout Period in any\n12 month period. The Company shall promptly notify the Holders in writing (a\n\"Blackout Notice\") of any decision to postpone a Demand Registration or to\n ---------------  \ndiscontinue sales of Registrable Securities covered by a Shelf Registration\npursuant to this Section 2.6 and shall include an undertaking by the Company to\npromptly notify the Holders as soon as a Demand Registration may be effected or\nsales of Registrable Securities covered by a Shelf Registration may resume. In\nmaking any such determination to initiate or terminate a Blackout Period, the\nCompany shall not be required to consult with or obtain the consent of any\nHolder, and any such determination shall be the Company's sole responsibility.\nEach Holder shall treat all notices received from the Company pursuant to this\nSection 2.6 in the strictest confidence and shall not disseminate such\ninformation. If the Company shall postpone the filing of a Demand Registration\nStatement pursuant to this Section 2.6, the Majority Holders shall have the\nright to withdraw the request for registration. Any such withdrawal shall be\nmade by giving written notice to the Company within 30 days after receipt of the\nBlackout Notice. Such withdrawn registration request shall not be treated as a\nDemand Registration effected pursuant to Section 2.1 (and shall not be counted\ntowards the number of Demand Registrations effected), and the Company shall pay\nall Registration Expenses in connection therewith.\n\n3.  RESTRICTIONS ON SALE.\n    -------------------- \n\n    3.1   Restrictions on Sale by Holders of Common Shares.\n          ------------------------------------------------ \n\n          (a)  Each of the Holders agrees not to sell, transfer or otherwise\ndispose of any Shares to any Person other than an Affiliate of such Holder,\nexcept in accordance with the following schedule:\n\nDate                                Maximum percentage of Common Shares which\n----                                                                         \n                    the Holders may sell, transfer or otherwise dispose of \n                                    --------------------------------------\n                    following such date\n                    -------------------\n\nNovember 1, 2000    50%\nMarch 16, 2001      100%\n\n                                      -12-\n\n \n          (b) If the Company shall at any time hereafter provide to any holder\nof any securities of the Company restrictions with respect to the sale of such\nsecurities on terms or conditions more favorable to such holder than the terms\nand conditions provided in this Agreement, the Company shall provide (by way of\namendment to this Agreement or otherwise) such more favorable terms or\nconditions to the Holders.\n\n     3.2  Restrictions on Sale by the Company and Others. The Company agrees\n          ----------------------------------------------                    \nthat (i) if timely requested in writing by the sole or lead managing Underwriter\nin an Underwritten Offering of any Registrable Securities, it will not make any\nshort sale of, loan, grant any option for the purchase of or effect any public\nsale or distribution of any of the Company's equity securities (or any security\nconvertible into or exchangeable or exercisable for any of the Company's equity\nsecurities) during the nine business days (as such term is used in Rule 10b-6\nunder the Exchange Act) prior to, and during the time period reasonably\nrequested by the sole or lead managing Underwriter not to exceed 90 days,\nbeginning on the effective date of the applicable Registration Statement (except\nas part of such underwritten registration or pursuant to registrations on Forms\nS-4 or S-8 or any successor form to such forms), and (ii) it will cause each\nofficer and director of the Company and each Affiliate that holds 5% or more of\nequity securities (or any security convertible into or exchangeable or\nexercisable for any of its equity securities) of the Company purchased from the\nCompany at any time after the date of this Agreement (other than in a registered\npublic offering) to so agree.\n\n4.   REGISTRATION PROCEDURES.\n     ----------------------- \n\n     4.1  Obligations of the Company. Subject to Section 2.6, whenever the\n          --------------------------                                      \nCompany is required to effect the registration of Registrable Securities under\nthe Securities Act pursuant to Section 2 of this Agreement, the Company shall,\nas expeditiously as possible:\n\n          (a) prepare and file with the SEC (promptly, and in any event within\n60 days after receipt of a request to register Registrable Securities) the\nrequisite Registration Statement to effect such registration, which Registration\nStatement shall comply as to form in all material respects with the requirements\nof the applicable form and include all financial statements required by the SEC\nto be filed therewith, and the Company shall use its best efforts to cause such\nRegistration Statement to become effective (provided, that the Company may\n                                            --------                      \ndiscontinue any registration of its securities that are not Registrable\nSecurities, and, under the circumstances specified in Section 2.2, its\nsecurities that are Registrable Securities); provided, however, that before\n                                             --------  -------             \nfiling a Registration Statement or Prospectus or any amendments or supplements\nthereto, or comparable statements under securities or blue sky laws of any\njurisdiction, the Company shall (i) provide Holders' Counsel and any other\nInspector with an adequate and appropriate opportunity to participate in the\npreparation of such Registration Statement and each Prospectus included therein\n(and each amendment or supplement thereto or comparable statement) to be filed\nwith the SEC, which documents shall be subject to the review and comment of\nHolders' Counsel, and (ii) not file any such Registration Statement or\nProspectus (or amendment or supplement thereto or comparable statement) with the\nSEC to which Holder's Counsel, any selling Holder or any other Inspector shall\nhave reasonably objected on the grounds that such filing does not comply in all\nmaterial respects with the requirements of the Securities Act or of the rules or\nregulations thereunder;\n\n                                      -13-\n\n \n          (b) prepare and file with the SEC such amendments and supplements to\nsuch Registration Statement and the Prospectus used in connection therewith as\nmay be necessary (i) to keep such Registration Statement effective, and (ii) to\ncomply with the provisions of the Securities Act with respect to the disposition\nof all Registrable Securities covered by such Registration Statement, in each\ncase until such time as all of such Registrable Securities have been disposed of\nin accordance with the intended methods of disposition set forth in such\nRegistration Statement; provided, that except with respect to any Shelf\n                        --------                                       \nRegistration, such period need not extend beyond six months after the effective\ndate of the Registration Statement; and provided, further, that with respect to\n                                        --------  -------                      \nany Shelf Registration, such period need not extend beyond the time period\nprovided in Section 2.3, and which periods, in any event, shall terminate when\nall Registrable Securities covered by such Registration Statement have been sold\n(but not before the expiration of the 90 day period referred to in Section 4(3)\nof the Securities Act and Rule 174 thereunder, if applicable);\n\n          (c)  furnish, without charge, to each selling Holder of such\nRegistrable Securities and each Underwriter, if any, of the securities covered\nby such Registration Statement, such number of copies of such Registration\nStatement, each amendment and supplement thereto (in each case including all\nexhibits), and the Prospectus included in such Registration Statement (including\neach preliminary Prospectus) in conformity with the requirements of the\nSecurities Act, and other documents, as such selling Holder and Underwriter may\nreasonably request in order to facilitate the public sale or other disposition\nof the Registrable Securities owned by such selling Holder (the Company hereby\nconsenting to the use in accordance with applicable law of each such\nRegistration Statement (or amendment or post-effective amendment thereto) and\neach such Prospectus (or preliminary prospectus or supplement thereto) by each\nsuch selling Holder of Registrable Securities and the Underwriters, if any, in\nconnection with the offering and sale of the Registrable Securities covered by\nsuch Registration Statement or Prospectus);\n\n          (d) prior to any public offering of Registrable Securities, use its\nbest efforts to register or qualify all Registrable Securities and other\nsecurities covered by such Registration Statement under such other securities or\nblue sky laws of such jurisdictions as any selling Holder of Registrable\nSecurities covered by such Registration Statement or the sole or lead managing\nUnderwriter, if any, may reasonably request to enable such selling Holder to\nconsummate the disposition in such jurisdictions of the Registrable Securities\nowned by such selling Holder and to continue such registration or qualification\nin effect in each such jurisdiction for as long as such Registration Statement\nremains in effect (including through new filings or amendments or renewals), and\ndo any and all other acts and things which may be necessary or advisable to\nenable any such selling Holder to consummate the disposition in such\njurisdictions of the Registrable Securities owned by such selling Holder;\n                                                                         \nprovided, however, that the Company shall not be required to (i) qualify\n--------  -------                                                       \ngenerally to do business in any jurisdiction where it would not otherwise be\nrequired to qualify but for this Section 4.1(d), (ii) subject itself to taxation\nin any such jurisdiction, or (iii) consent to general service of process in any\nsuch jurisdiction;\n\n          (e) use its best efforts to obtain all other approvals, consents,\nexemptions or authorizations from such governmental agencies or authorities as\nmay be necessary to enable the \n\n                                      -14-\n\n \nselling Holders of such Registrable Securities to consummate the disposition of\nsuch Registrable Securities;\n\n          (f) promptly notify Holders' Counsel, each Holder of Registrable\nSecurities covered by such Registration Statement and the sole or lead managing\nUnderwriter, if any: (i) when the Registration Statement, any pre-effective\namendment, the Prospectus or any prospectus supplement related thereto or post-\neffective amendment to the Registration Statement has been filed and, with\nrespect to the Registration Statement or any post-effective amendment, when the\nsame has become effective, (ii) of any request by the SEC or any state\nsecurities or blue sky authority for amendments or supplements to the\nRegistration Statement or the Prospectus related thereto or for additional\ninformation, (iii) of the issuance by the SEC of any stop order suspending the\neffectiveness of the Registration Statement or the initiation or threat of any\nproceedings for that purpose, (iv) of the receipt by the Company of any\nnotification with respect to the suspension of the qualification of any\nRegistrable Securities for sale under the securities or blue sky laws of any\njurisdiction or the initiation of any proceeding for such purpose, (v) of the\nexistence of any fact of which the Company becomes aware or the happening of any\nevent which results in (A) the Registration Statement containing an untrue\nstatement of a material fact or omitting to state a material fact required to be\nstated therein or necessary to make any statements therein not misleading, or\n(B) the Prospectus included in such Registration Statement containing an untrue\nstatement of a material fact or omitting to state a material fact required to be\nstated therein or necessary to make any statements therein, in the light of the\ncircumstances under which they were made, not misleading, (vi) if at any time\nthe representations and warranties contemplated by Section 2.5(b) cease to be\ntrue and correct in all material respects, and (vii) of the Company's reasonable\ndetermination that a post-effective amendment to a Registration Statement would\nbe appropriate or that there exists circumstances not yet disclosed to the\npublic which make further sales under such Registration Statement inadvisable\npending such disclosure and post-effective amendment; and, if the notification\nrelates to an event described in any of the clauses (ii) through (vii) of this\nSection 4.1, the Company shall promptly prepare a supplement or post-effective\namendment to such Registration Statement or related Prospectus or any document\nincorporated therein by reference or file any other required document so that\n(1) such Registration Statement shall not contain any untrue statement of a\nmaterial fact or omit to state a material fact required to be stated therein or\nnecessary to make the statements therein not misleading, and (2) as thereafter\ndelivered to the purchasers of the Registrable Securities being sold thereunder,\nsuch Prospectus shall not include an untrue statement of a material fact or omit\nto state a material fact required to be stated therein or necessary to make the\nstatements therein in the light of the circumstances under which they were made\nnot misleading (and shall furnish to each such Holder and each Underwriter, if\nany, a reasonable number of copies of such Prospectus so supplemented or\namended); and if the notification relates to an event described in clause (iii)\nof this Section 4.1(f), the Company shall take all reasonable action required to\nprevent the entry of such stop order or to remove it if entered;\n\n          (g) make available for inspection by any selling Holder of Registrable\nSecurities, any sole or lead managing Underwriter participating in any\ndisposition pursuant to such Registration Statement, Holders' Counsel and any\nattorney, accountant or other agent retained by any such seller or any\nUnderwriter (each, an \"Inspector\" and, collectively, the \"Inspectors\"), all\n                       ---------                          ----------       \nfinancial and other records, pertinent corporate documents and properties of the\n\n                                      -15-\n\n \nCompany and any subsidiaries thereof as may be in existence at such time\n(collectively, the \"Records\") as shall be necessary, in the opinion of such\n                    -------                                                \nHolders' and such Underwriters' respective counsel, to enable them to exercise\ntheir due diligence responsibility and to conduct a reasonable investigation\nwithin the meaning of the Securities Act, and cause the Company's and any\nsubsidiaries' officers, directors and employees, and the independent public\naccountants of the Company, to supply all information reasonably requested by\nany such Inspectors in connection with such Registration Statement;\n\n          (h) obtain an opinion from the Company's counsel and a \"cold comfort\"\nletter from the Company's independent public accountants who have certified the\nCompany's financial statements included or incorporated by reference in such\nRegistration Statement, in each case dated the effective date of such\nRegistration Statement (and if such registration involves an Underwritten\nOffering, dated the date of the closing under the underwriting agreement), in\ncustomary form and covering such matters as are customarily covered by such\nopinions and \"cold comfort\" letters delivered to underwriters in underwritten\npublic offerings, which opinion and letter shall be reasonably satisfactory to\nthe sole or lead managing Underwriter, if any, and to the Majority Holders, and\nfurnish to each Holder participating in the offering and to each Underwriter, if\nany, a copy of such opinion and letter addressed to such Holder (in the case of\nthe opinion) and Underwriter (in the case of the opinion and the \"cold comfort\"\nletter);\n\n          (i)  provide and cause to be maintained a transfer agent and registrar\nfor all such Registrable Securities covered by such Registration Statement not\nlater than the effectiveness of such Registration Statement;\n\n          (j) otherwise use its best efforts to comply with all applicable rules\nand regulations of the SEC and any other governmental agency or authority having\njurisdiction over the offering, and make available to its security holders, as\nsoon as reasonably practicable but no later than 90 days after the end of any\n12-month period, an earnings statement (i) commencing at the end of any month in\nwhich Registrable Securities are sold to Underwriters in an Underwritten\nOffering and (ii) commencing with the first day of the Company's calendar month\nnext succeeding each sale of Registrable Securities after the effective date of\na Registration Statement, which statement shall cover such 12-month periods, in\na manner which satisfies the provisions of Section 11(a) of the Securities Act\nand Rule 158 thereunder;\n\n          (k) if so requested by the Majority Holders of the Registration, use\nits best efforts to cause all such Registrable Securities to be listed (i) on\neach national securities exchange on which the Company's securities are then\nlisted or (ii) if securities of the Company are not at the time listed on any\nnational securities exchange (or if the listing of Registrable Securities is not\npermitted under the rules of each national securities exchange on which the\nCompany's securities are then listed), on a national securities exchange or The\nNasdaq Stock Market's National Market, as designated by the Majority Holders;\n\n          (l) keep each selling Holder of Registrable Securities advised in\nwriting as to the initiation and progress of any registration under Section 2\nhereunder;\n\n                                      -16-\n\n \n          (m) enter into and perform customary agreements (including, if\napplicable, an underwriting agreement in customary form) and provide officers'\ncertificates and other customary closing documents;\n\n          (n) cooperate with each selling Holder of Registrable Securities and\neach Underwriter participating in the disposition of such Registrable Securities\nand their respective counsel in connection with any filings required to be made\nwith the NASD and make reasonably available its employees and personnel and\notherwise provide reasonable assistance to the Underwriters (taking into account\nthe needs of the Company's businesses and the requirements of the marketing\nprocess) in the marketing of Registrable Securities in any Underwritten\nOffering;\n\n          (o) furnish to each Holder participating in the offering and the sole\nor lead managing Underwriter, if any, without charge, at least one manually-\nsigned copy of the Registration Statement and any post-effective amendments\nthereto, including financial statements and schedules, all documents\nincorporated therein by reference and all exhibits (including those deemed to be\nincorporated by reference);\n\n          (p) cooperate with the selling Holders of Registrable Securities and\nthe sole or lead managing Underwriter, if any, to facilitate the timely\npreparation and delivery of certificates not bearing any restrictive legends\nrepresenting the Registrable Securities to be sold, and cause such Registrable\nSecurities to be issued in such denominations and registered in such names in\naccordance with the underwriting agreement prior to any sale of Registrable\nSecurities to the Underwriters or, if not an Underwritten Offering, in\naccordance with the instructions of the selling Holders of Registrable\nSecurities at least three business days prior to any sale of Registrable\nSecurities;\n\n          (q) if requested by the sole or lead managing Underwriter or any\nselling Holder of Registrable Securities, immediately incorporate in a\nprospectus supplement or post-effective amendment such information concerning\nsuch Holder of Registrable Securities, or the Underwriters or the intended\nmethod of distribution as the sole or lead managing Underwriter or the selling\nHolder of Registrable Securities reasonably requests to be included therein and\nas is appropriate in the reasonable judgment of the Company, including, without\nlimitation, information with respect to the number of shares of the Registrable\nSecurities being sold to the Underwriters, the purchase price being paid\ntherefor by such Underwriters and with respect to any other terms of the\nUnderwritten Offering of the Registrable Securities to be sold in such offering;\nmake all required filings of such Prospectus supplement or post-effective\namendment as soon as notified of the matters to be incorporated in such\nProspectus supplement or post-effective amendment; and supplement or make\namendments to any Registration Statement if requested by the sole or lead\nmanaging Underwriter of such Registrable Securities; and\n\n          (r) use its best efforts to take all other steps necessary to expedite\nor facilitate the registration and disposition of the Registrable Securities\ncontemplated hereby.\n\n     4.2  Seller Information. The Company may require each selling Holder of\n          ------------------                                                \nRegistrable Securities as to which any registration is being effected to furnish\nto the Company such information regarding such Holder, such Holder's Registrable\nSecurities and such Holder's \n\n                                      -17-\n\n \nintended method of disposition as the Company may from time to time reasonably\nrequest in writing; provided that such information shall be used only in \n                    --------                      \nconnection with such registration.\n\n          If any Registration Statement or comparable statement under \"blue sky\"\nlaws refers to any Holder by name or otherwise as the Holder of any securities\nof the Company, then such Holder shall have the right to require (i) the\ninsertion therein of language, in form and substance satisfactory to such Holder\nand the Company, to the effect that the holding by such Holder of such\nsecurities is not to be construed as a recommendation by such Holder of the\ninvestment quality of the Company's securities covered thereby and that such\nholding does not imply that such Holder will assist in meeting any future\nfinancial requirements of the Company, and (ii) in the event that such reference\nto such Holder by name or otherwise is not in the judgment of the Company, as\nadvised by counsel, required by the Securities Act or any similar federal\nstatute or any state \"blue sky\" or securities law then in force, the deletion of\nthe reference to such Holder.\n\n     4.3  Notice to Discontinue. Each Holder of Registrable Securities agrees by\n          ---------------------                                                 \nacquisition of such Registrable Securities that, upon receipt of any notice from\nthe Company of the happening of any event of the kind described in Section\n4.1(f)(ii) through (vii), such Holder shall forthwith discontinue disposition of\nRegistrable Securities pursuant to the Registration Statement covering such\nRegistrable Securities until such Holder's receipt of the copies of the\nsupplemented or amended prospectus contemplated by Section 4.1(f) and, if so\ndirected by the Company, such Holder shall deliver to the Company (at the\nCompany's expense) all copies, other than permanent file copies, then in such\nHolder's possession of the Prospectus covering such Registrable Securities which\nis current at the time of receipt of such notice. If the Company shall give any\nsuch notice, the Company shall extend the period during which such Registration\nStatement shall be maintained effective pursuant to this Agreement (including,\nwithout limitation, the period referred to in Section 4.1(b)) by the number of\ndays during the period from and including the date of the giving of such notice\npursuant to Section 4.1(f) to and including the date when the Holder shall have\nreceived the copies of the supplemented or amended prospectus contemplated by\nand meeting the requirements of Section 4.1(f).\n\n50   INDEMNIFICATION; CONTRIBUTION.\n     ----------------------------- \n\n     5.1  Indemnification by the Company. The Company agrees to indemnify and\n          ------------------------------                                     \nhold harmless, to the fullest extent permitted by law, each Holder of\nRegistrable Securities, its officers, directors, partners, members,\nshareholders, employees, Affiliates and agents (collectively, \"Agents\") and each\n                                                               ------           \nPerson who controls such Holder (within the meaning of the Securities Act) and\nits Agents with respect to each registration which has been effected pursuant to\nthis Agreement, against any and all losses, claims, damages or liabilities,\njoint or several, actions or proceedings (whether commenced or threatened) in\nrespect thereof, and expenses (as incurred or suffered and including, but not\nlimited to, any and all expenses incurred in investigating, preparing or\ndefending any litigation or proceeding, whether commenced or threatened, and the\nreasonable fees, disbursements and other charges of legal counsel) in respect\nthereof (collectively, \"Claims\"), insofar as such Claims arise out of or are\n                        ------                                              \nbased upon any untrue or alleged untrue statement of a material fact contained\nin any Registration Statement or Prospectus (including any preliminary, final or\nsummary prospectus and any amendment or \n\n                                      -18-\n\n \nsupplement thereto) related to any such registration or any omission or alleged\nomission to state a material fact required to be stated therein or necessary to\nmake the statements therein not misleading, or any violation by the Company of\nthe Securities Act or any rule or regulation thereunder applicable to the\nCompany and relating to action or inaction required of the Company in connection\nwith any such registration, or any qualification or compliance incident thereto;\nprovided, however, that the Company will not be liable in any such case to the\n--------  -------          \nextent that any such Claims arise out of or are based upon any untrue statement\nor alleged untrue statement of a material fact or omission or alleged omission\nof a material fact so made in reliance upon and in conformity with written\ninformation furnished to the Company in an instrument duly executed by such\nHolder specifically stating that it was expressly for use therein. The Company\nshall also indemnify any Underwriters of the Registrable Securities, their\nAgents and each Person who controls any such Underwriter (within the meaning of\nthe Securities Act) to the same extent as provided above with respect to the\nindemnification of the Holders of Registrable Securities. Such indemnity shall\nremain in full force and effect regardless of any investigation made by or on\nbehalf of any Person who may be entitled to indemnification pursuant to this\nSection 5 and shall survive the transfer of securities by such Holder or\nUnderwriter.\n\n     5.2  Indemnification by Holders. Each Holder, if Registrable Securities\n          --------------------------                                        \nheld by it are included in the securities as to which a registration is being\neffected, agrees to, severally and not jointly, indemnify and hold harmless, to\nthe fullest extent permitted by law, the Company, its directors and officers,\neach other Person who participates as an Underwriter in the offering or sale of\nsuch securities and its Agents and each Person who controls the Company or any\nsuch Underwriter (within the meaning of the Securities Act) and its Agents\nagainst any and all Claims, insofar as such Claims arise out of or are based\nupon any untrue or alleged untrue statement of a material fact contained in any\nRegistration Statement or Prospectus (including any preliminary, final or\nsummary prospectus and any amendment or supplement thereto) related to such\nregistration, or any omission or alleged omission to state therein a material\nfact required to be stated therein or necessary to make the statements therein\nnot misleading, to the extent, but only to the extent, that such untrue\nstatement or alleged untrue statement or omission or alleged omission was made\nin reliance upon and in conformity with written information furnished to the\nCompany in an instrument duly executed by such Holder specifically stating that\nit was expressly for use therein; provided, however, that the aggregate amount\n                                  --------  -------                           \nwhich any such Holder shall be required to pay pursuant to this Section 5.2\nshall in no event be greater than the amount of the net proceeds received by\nsuch Holder upon the sale of the Registrable Securities pursuant to the\nRegistration Statement giving rise to such Claims less all amounts previously\npaid by such Holder with respect to any such Claims. Such indemnity shall remain\nin full force and effect regardless of any investigation made by or on behalf of\nsuch indemnified party and shall survive the transfer of such securities by such\nHolder or Underwriter.\n\n     5.3  Conduct of Indemnification Proceedings. Promptly after receipt by an\n          --------------------------------------                              \nindemnified party of notice of any Claim or the commencement of any action or\nproceeding involving a Claim under this Section 5, such indemnified party shall,\nif a claim in respect thereof is to be made against the indemnifying party\npursuant to Section 5, (i) notify the indemnifying party in writing of the Claim\nor the commencement of such action or proceeding; provided, that the failure of\n                                                  --------                     \nany indemnified party to provide such notice shall not relieve the indemnifying\nparty of its obligations under this Section 5, except to the extent the\nindemnifying party is \n\n                                      -19-\n\n \nmaterially and actually prejudiced thereby and shall not relieve the\nindemnifying party from any liability which it may have to any indemnified party\notherwise than under this Section 5, and (ii) permit such indemnifying party to\nassume the defense of such claim with counsel reasonably satisfactory to the\nindemnified party; provided, however, that any indemnified party shall have the\n                   --------  -------                      \nright to employ separate counsel and to participate in the defense of such\nclaim, but the fees and expenses of such counsel shall be at the expense of such\nindemnified party unless (A) the indemnifying party has agreed in writing to pay\nsuch fees and expenses, (B) the indemnifying party shall have failed to assume\nthe defense of such claim and employ counsel reasonably satisfactory to such\nindemnified party within 10 days after receiving notice from such indemnified\nparty that the indemnified party believes it has failed to do so, (C) in the\nreasonable judgment of any such indemnified party, based upon advice of counsel,\na conflict of interest may exist between such indemnified party and the\nindemnifying party with respect to such claims (in which case, if the\nindemnified party notifies the indemnifying party in writing that it elects to\nemploy separate counsel at the expense of the indemnifying party, the\nindemnifying party shall not have the right to assume the defense of such claim\non behalf of such indemnified party) or (D) such indemnified party is a\ndefendant in an action or proceeding which is also brought against the\nindemnifying party and reasonably shall have concluded that there may be one or\nmore legal defenses available to such indemnified party which are not available\nto the indemnifying party. No indemnifying party shall be liable for any\nsettlement of any such claim or action effected without its written consent,\nwhich consent shall not be unreasonably withheld. In addition, without the\nconsent of the indemnified party (which consent shall not be unreasonably\nwithheld), no indemnifying party shall be permitted to consent to entry of any\njudgment with respect to, or to effect the settlement or compromise of any\npending or threatened action or claim in respect of which indemnification or\ncontribution may be sought hereunder (whether or not the indemnified party is an\nactual or potential party to such action or claim), unless such settlement,\ncompromise or judgment (1) includes an unconditional release of the indemnified\nparty from all liability arising out of such action or claim, (2) does not\ninclude a statement as to or an admission of fault, culpability or a failure to\nact, by or on behalf of any indemnified party, and (3) does not provide for any\naction on the part of any party other than the payment of money damages which is\nto be paid in full by the indemnifying party.\n\n     5.4  Contribution. If the indemnification provided for in Section 5.1 or\n          ------------                                                       \n5.2 from the indemnifying party for any reason is unavailable to (other than by\nreason of exceptions provided therein), or is insufficient to hold harmless, an\nindemnified party hereunder in respect of any Claim, then the indemnifying\nparty, in lieu of indemnifying such indemnified party, shall contribute to the\namount paid or payable by such indemnified party as a result of such Claim in\nsuch proportion as is appropriate to reflect the relative fault of the\nindemnifying party, on the one hand, and the indemnified party, on the other\nhand, in connection with the actions which resulted in such Claim, as well as\nany other relevant equitable considerations. The relative fault of such\nindemnifying party and indemnified party shall be determined by reference to,\namong other things, whether any action in question, including any untrue or\nalleged untrue statement of a material fact or omission or alleged omission to\nstate a material fact, has been made by, or relates to information supplied by,\nsuch indemnifying party or indemnified party, and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\naction. If, however, the foregoing allocation is not permitted by applicable\nlaw, then each indemnifying party shall contribute to the amount paid or payable\nby such indemnified party in \n\n                                      -20-\n\n \nsuch proportion as is appropriate to reflect not only such relative faults but\nalso the relative benefits of the indemnifying party and the indemnified party\nas well as any other relevant equitable considerations.\n\n          The parties hereto agree that it would not be just and equitable if\ncontribution pursuant to this Section 5.4 were determined by pro rata allocation\nor by any other method of allocation which does not take into account the\nequitable considerations referred to in the immediately preceding paragraph. The\namount paid or payable by a party as a result of any Claim referred to in the\nimmediately preceding paragraph shall be deemed to include, subject to the\nlimitations set forth in Section 5.3, any legal or other fees, costs or expenses\nreasonably incurred by such party in connection with any investigation or\nproceeding. Notwithstanding anything in this Section 5.4 to the contrary, no\nindemnifying party (other than the Company) shall be required pursuant to this\nSection 5.4 to contribute any amount in excess of the net proceeds received by\nsuch indemnifying party from the sale of the Registrable Securities pursuant to\nthe Registration Statement giving rise to such Claims, less all amounts\npreviously paid by such indemnifying party with respect to such Claims. No\nperson guilty of fraudulent misrepresentation (within the meaning of Section\n11(a) of the Securities Act) shall be entitled to contribution from any person\nwho was not guilty of such fraudulent misrepresentation.\n\n     5.5  Other Indemnification. Indemnification similar to that specified in\n          ---------------------                                              \nthe preceding Sections 5.1 and 5.2 (with appropriate modifications) shall be\ngiven by the Company and each selling Holder of Registrable Securities with\nrespect to any required registration or other qualification of securities under\nany Federal or state law or regulation of any governmental authority, other than\nthe Securities Act. The indemnity agreements contained herein shall be in\naddition to any other rights to indemnification or contribution which any\nindemnified party may have pursuant to law or contract.\n\n     5.6  Indemnification Payments. The indemnification and contribution\n          ------------------------                                      \nrequired by this Section 5 shall be made by periodic payments of the amount\nthereof during the course of any investigation or defense, as and when bills are\nreceived or any expense, loss, damage or liability is incurred.\n\n60   GENERAL.\n     ------- \n\n     6.1  Adjustments Affecting Registrable Securities. The Company agrees that\n          --------------------------------------------                         \nit shall not effect or permit to occur any combination or subdivision of shares\nwhich would materially adversely affect the ability of the Holder of any\nRegistrable Securities to include such Registrable Securities in any\nregistration contemplated by this Agreement or the marketability of such\nRegistrable Securities in any such registration.\n\n     6.2  Registration Rights to Others. Other than as set forth on Schedule A\n          -----------------------------                                       \nattached hereto, the Company is not party to any agreement with respect to its\nsecurities granting any registration rights to any Person. If the Company shall\nat any time hereafter provide to any holder of any securities of the Company\nrights with respect to the registration of such securities under the Securities\nAct, (i) such rights shall not be in conflict with or adversely affect any of\nthe rights provided in this Agreement to the Holders and (ii) if such rights are\nprovided on terms or \n\n                                      -21-\n\n \nconditions more favorable to such holder than the terms and conditions provided\nin this Agreement, the Company shall provide (by way of amendment to this\nAgreement or otherwise) such more favorable terms or conditions to the Holders.\n\n     6.3  Availability of Information. The Company covenants that it shall\n          ---------------------------                                     \ntimely file any reports required to be filed by it under the Securities Act or\nthe Exchange Act (including, but not limited to, the reports under Sections 13\nand 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 under\nthe Securities Act), and that it shall take such further action as any Holder of\nRegistrable Securities may reasonably request, all to the extent required from\ntime to time to enable such Holder to sell Registrable Securities without\nregistration under the Securities Act within the limitation of the exemptions\nprovided by (i) Rule 144 under the Securities Act, as such rule may be amended\nfrom time to time, or (ii) any other rule or regulation now existing or\nhereafter adopted by the SEC. Upon the request of any Holder of Registrable\nSecurities, the Company shall deliver to such Holder a written statement as to\nwhether it has complied with such requirements.\n\n     6.4  Amendments and Waivers. The provisions of this Agreement may not be\n          ----------------------                                             \namended, modified, supplemented or terminated, and waivers or consents to\ndepartures from the provisions hereof may not be given, without the written\nconsent of the Company and the Holders holding more than 50% of the Registrable\nSecurities then outstanding; provided, however, that no such amendment,\n                             --------  -------                         \nmodification, supplement, waiver or consent to departure shall reduce the\naforesaid percentage of Registrable Securities without the written consent of\nall of the Holders of Registrable Securities; and provided, further, that\n                                                  --------  -------      \nnothing herein shall prohibit any amendment, modification, supplement,\ntermination, waiver or consent to departure the effect of which is limited only\nto those Holders who have agreed to such amendment, modification, supplement,\ntermination, waiver or consent to departure.\n\n     6.5  Notices.  All notices and other communications provided for or\n          -------                                                       \npermitted hereunder shall be made in writing by hand delivery, telecopier, any\ncourier guaranteeing overnight delivery or first class registered or certified\nmail, return receipt requested, postage prepaid, addressed to the applicable\nparty at the address set forth below or such other address as may hereafter be\ndesignated in writing by such party to the other parties in accordance with the\nprovisions of this Section:\n\n          (i)  If to the Company, to:\n\n               World Wrestling Federation Entertainment, Inc.\n               1241 East Main Street\n               P.O. Box 3857\n               Stamford, CT 06902\n               Attn: Edward L. Kaufman\n               Telecopy: 203-353-0236\n               Telephone: 203-352-8786\n\n               With a copy to:\n\n                                      -22-\n\n \n                 Kirkpatrick &amp; Lockhart LLP  \n                 Henry W. Oliver Building    \n                 535 Smithfield Street       \n                 Pittsburgh, PA 15222-2312   \n                 Attn: W. Henry Snyder, Esq. \n                 Telecopy: 412-355-6501      \n                 Telephone: 412-355-6720      \n\n          (ii)   If to the Initial Holder, to:\n\n                 National Broadcasting Company, Inc.\n                 30 Rockefeller Plaza, Room 1077-E\n                 New York, NY 10112\n                 Attn: Duncan Ebersol\n                 Telecopy: 212-977-7165\n                 Telephone: 212-664-3302\n              \n                 With a copy to each of:\n                 National Broadcasting Company, Inc.\n                 30 Rockefeller Plaza\n                 New York, NY 10112\n                 Attn: Law Department\n                 Telecopy: 212-664-5835\n                 Telephone: 212-664-7168\n              \n              \n                 Proskauer Rose LLP\n                 1585 Broadway\n                 New York, New York 10036\n                 Attn: Michael Cardozo, Esq.\n                 Telecopy: (212) 969-2900\n                 Telephone: (212) 969-3000\n\n          (iii)  If to any subsequent Holder, to the address of such Person set\n                 forth in the records of the Company.\n\n          All such notices and communications shall be deemed to have been duly\ngiven: at the time delivered by hand, if personally delivered; when receipt is\nacknowledged, if telecopied; on the next business day, if timely delivered to a\ncourier guaranteeing overnight delivery; and five days after being deposited in\nthe mail, if sent first class or certified mail, return receipt requested,\npostage prepaid.\n\n     6.6  Successors and Assigns. This Agreement shall inure to the benefit of\n          ----------------------                                              \nand be binding upon the parties hereto and their respective successors and\npermitted assigns. Any Holder may assign to any Affiliate or to any other\ntransferee of at least 350,000 Common Shares (subject to any adjustment for\nstock splits, dividends, recapitalizations and similar corporate \n\n                                      -23-\n\n \nevents) (other than a transferee that acquires such Registrable Securities in a\nregistered public offering or pursuant to a sale under Rule 144 of the\nSecurities Act (or any successor rule)), its rights and obligations under this\nAgreement; provided, however, if any such transferee shall take and hold\n           --------  ------- \nRegistrable Securities, such transferee shall promptly notify the Company and by\ntaking and holding such Registrable Securities such transferee shall\nautomatically be entitled to receive the benefits of and be conclusively deemed\nto have agreed to be bound by and to perform all of the terms and provisions of\nthis Agreement as if it were a party hereto (and shall, for all purposes, be\ndeemed a Holder under this Agreement). If the Company shall so request, any\nsuccessor or permitted assign (including any permitted transferee) shall agree\nin writing to acquire and hold the Registrable Securities subject to all of the\nterms hereof. For purposes of this Agreement, \"successor\" for any entity other\n                                               --------- \nthan a natural person shall mean a successor to such entity as a result of such\nentity's merger, consolidation, sale of substantially all of its assets, or\nsimilar transaction. Except as provided above or otherwise permitted by this\nAgreement, neither this Agreement nor any right, remedy, obligation or liability\narising hereunder or by reason hereof shall be assignable by any Holder or by\nthe Company without the consent of the other parties hereto.\n\n     6.7  Counterparts. This Agreement may be executed in two or more\n          ------------                                               \ncounterparts, each of which, when so executed and delivered, shall be deemed to\nbe an original, but all of which counterparts, taken together, shall constitute\none and the same instrument.\n\n     6.8  Descriptive Headings, Etc. The headings in this Agreement are for\n          -------------------------                                        \nconvenience of reference only and shall not limit or otherwise affect the\nmeaning of terms contained herein. Unless the context of this Agreement\notherwise requires: (1) words of any gender shall be deemed to include each\nother gender; (2) words using the singular or plural number shall also include\nthe plural or singular number, respectively; (3) the words \"hereof', \"herein\"\nand \"hereunder\" and words of similar import when used in this Agreement shall\nrefer to this Agreement as a whole and not to any particular provision of this\nAgreement, and Section and paragraph references are to the Sections and\nparagraphs of this Agreement unless otherwise specified; (4) the word\n\"including\" and words of similar import when used in this Agreement shall mean\n\"including, without limitation,\" unless otherwise specified; (5) \"or\" is not\nexclusive; and (6) provisions apply to successive events and transactions.\n\n     6.9  Severability. In the event that any one or more of the provisions,\n          ------------                                                      \nparagraphs, words, clauses, phrases or sentences contained herein, or the\napplication thereof in any circumstances, is held invalid, illegal or\nunenforceable in any respect for any reason, the validity, legality and\nenforceability of any such provision, paragraph, word, clause, phrase or\nsentence in every other respect and of the other remaining provisions,\nparagraphs, words, clauses, phrases or sentences hereof shall not be in any way\nimpaired, it being intended that all rights, powers and privileges of the\nparties hereto shall be enforceable to the fullest extent permitted by law.\n\n     6.10 Governing Law. This Agreement shall be governed by, and construed in\n          -------------                                                       \naccordance with, the laws of the State of New York (without giving effect to the\nconflict of laws principles thereof).\n\n     6.11 Remedies; Specific Performance. The parties hereto acknowledge that\n          ------------------------------                                     \nmoney damages would not be an adequate remedy at law if any party fails to\nperform in any material \n\n                                      -24-\n\n \nrespect any of its obligations hereunder, and accordingly agree that each\nparty,'in addition to any other remedy to which it may be entitled at law or in\nequity, shall be entitled to seek to compel specific performance of the\nobligations of any other party under this Agreement, without the posting of any\nbond, in accordance with the terms and conditions of this Agreement in any court\nof the United States or any State thereof having jurisdiction, and if any action\nshould be brought in equity to enforce any of the provisions of this Agreement,\nnone of the parties hereto shall raise the defense that there is an adequate\nremedy at law. Except as otherwise provided by law, a delay or omission by a\nparty hereto in exercising any right or remedy accruing upon any such breach\nshall not impair the right or remedy or constitute a waiver of or acquiescence\nin any such breach. No remedy shall be exclusive of any other remedy. All\navailable remedies shall be cumulative.\n\n     6.12 Entire Agreement. This Agreement and the Purchase Agreement are\n          ----------------                                               \nintended by the parties as a final expression of their agreement and intended to\nbe a complete and exclusive statement of the agreement and understanding of the\nparties hereto in respect of the subject matter contained herein. There are no\nrestrictions, promises, representations, warranties, covenants or undertakings\nrelating to such subject matter, other than those set forth or referred to\nherein or in the Purchase Agreement. This Agreement and the Purchase Agreement\nsupersede all prior agreements and understandings between the Company and the\nother parties to this Agreement with respect to such subject matter.\n\n     6.13 Nominees for Beneficial Owners. In the event that any Registrable\n          ------------------------------                                   \nSecurities are held by a nominee for the beneficial owner thereof, the\nbeneficial owner thereof may, at its election in writing delivered to the\nCompany, be treated as the holder of such Registrable Securities for purposes of\nany request or other action by any holder or holders of Registrable Securities\npursuant to this Agreement or any determination of any number or percentage of\nshares of Registrable Securities held by any holder or holders of Registrable.\nSecurities contemplated by this Agreement. If the beneficial owner of any\nRegistrable Securities so elects, the Company may require assurances reasonably\nsatisfactory to it of such owner's beneficial ownership of such Registrable\nSecurities.\n\n     6.14 Consent to Jurisdiction; Waiver of Jury. Each party to this Agreement\n          ---------------------------------------                              \nhereby irrevocably and unconditionally agrees that any legal action, suit or\nproceeding arising out of or relating to this Agreement or any agreements or\ntransactions contemplated hereby may be brought in any federal court of the\nSouthern District of New York or any state court located in New York County,\nState of New York, and hereby irrevocably and unconditionally expressly submits\nto the personal jurisdiction and venue of such courts for the purposes thereof\nand hereby irrevocably and unconditionally waives any claim (by way of motion,\nas a defense or otherwise) of improper venue, that it is not subject personally\nto the jurisdiction of such court, that such courts are an inconvenient forum or\nthat this Agreement or the subject matter may not be enforced in or by such\ncourt. Each party hereby irrevocably and unconditionally consents to the service\nof process of any of the aforementioned courts in any such action, suit or\nproceeding by the mailing of copies thereof by registered or certified mail,\npostage prepaid, to the address set forth or provided for in Section 6.5 of this\nAgreement, such service to become effective 10 days after such mailing. Nothing\nherein contained shall be deemed to affect the right of any party to serve\nprocess in any manner permitted by law or commence legal proceedings or\notherwise proceed against any other party in any other jurisdiction to enforce\njudgments obtained in any \n\n                                      -25-\n\n \naction, suit or proceeding brought pursuant to this Section. Each of the parties\nhereby irrevocably waives trial by jury in any action, suit or proceeding,\nwhether at law or equity, brought by any of them in connection with this\nAgreement or the transactions contemplated hereby.\n\n     6.15 Further Assurances. Each party hereto shall do and perform or cause to\n          ------------------                                                    \nbe done and performed all such further acts and things and shall execute and\ndeliver all such other agreements, certificates, instruments and documents as\nany other party hereto reasonably may request in order to carry out the intent\nand accomplish the purposes of this Agreement and the consummation of the\ntransactions contemplated hereby.\n\n     6.16 No Inconsistent Agreements. The Company will not hereafter enter into\n          --------------------------                                           \nany agreement which is inconsistent with the rights granted to the Holders in\nthis Agreement.\n\n     6.17 Construction. The Company and the Holders acknowledge that each of\n          ------------                                                      \nthem has had the benefit of legal counsel of its own choice and has been\nafforded an opportunity to review this Agreement with its legal counsel and that\nthis Agreement shall be construed as if jointly drafted by the Company and the\nHolders.\n\n                                      -26-\n\n \n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the date first written above.\n\n\nNBC-WWFE HOLDING, INC.\n\n\nBy:  ______________________________\n     Name:\n     Title:\n\n\nWORLD WRESTLING FEDERATION ENTERTAINMENT, INC.\n\n\nBy:  _______________________________\n     Name:\n     Title:\n\n                                      -27-\n\n \n                                                                      Schedule A\n\n               Other Registration Rights Granted by the Company\n               ------------------------------------------------\n\n                                     NONE\n\n                                     -28-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615,9360],"corporate_contracts_industries":[9532,9452],"corporate_contracts_types":[9632,9629],"class_list":["post-43883","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43883","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43883"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43883"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43883"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43883"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}