{"id":43892,"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-xoom-com-inc-and-national.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-xoom-com-inc-and-national","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-xoom-com-inc-and-national.html","title":{"rendered":"Registration Rights Agreement &#8211; Xoom.com Inc. and National Broadcasting Co. Inc."},"content":{"rendered":"<pre>\n\n================================================================================\n\n\n\n\n\n                         Registration Rights Agreement\n\n\n                                    between\n\n\n                                 XOOM.com, Inc.\n\n                                      and\n\n\n                      National Broadcasting Company, Inc.\n\n\n\n                             Dated:  June 11, 1999\n\n\n\n\n================================================================================\n\n \n                         REGISTRATION RIGHTS AGREEMENT\n\n          THIS REGISTRATION RIGHTS AGREEMENT (this 'Agreement') is made and\n                                                    ---------              \nentered into as of June 11, 1999, by and between XOOM.com, Inc., a Delaware\ncorporation (together with its successors and assigns, 'Xoom'), and National\n                                                        ----                \nBroadcasting Company, Inc., a Delaware corporation (together with its successors\nand assigns, 'NBC').\n              ---   \n\n                                    RECITALS\n                                    --------\n\n          WHEREAS, pursuant to a Stock Purchase Agreement, dated as of June 11,\n1999 (the 'Stock Purchase Agreement'), between Xoom and NBC, NBC will acquire\n           ------------------------                                          \n960,028 shares of common stock, par value $0.0001 per share, of Xoom (the\n'Common Stock');\n-------------   \n\n          WHEREAS, in consideration of the Stock Purchase Agreement, Xoom has\nagreed to provide to NBC certain registration rights under the Securities Act\n(as defined below).\n\n          NOW, THEREFORE, in consideration of the Stock Purchase Agreement, the\nmutual promises and agreements set forth herein and therein, and other valuable\nconsideration, the receipt and sufficiency of which is hereby acknowledged, the\nparties hereto hereby agree as follows:\n\n      Section 1.  Definitions.  For purposes of this Agreement, the following\n                  -----------                                                \ncapitalized terms have the following meanings:\n \n          'Prospectus':  The prospectus included in any Registration Statement\n           ----------                                                         \n(including, without limitation, a prospectus that discloses information\npreviously omitted from a prospectus filed as part of an effective registration\nstatement in reliance upon Rule 430A under the Securities Act), as amended or\nsupplemented by any prospectus supplement, with respect to the terms of the\noffering of any portion of the Registrable Securities covered by such\nRegistration Statement and all other amendments and supplements to such\nprospectus, including post-effective amendments, and all material incorporated\nby reference or deemed to be incorporated by reference in such prospectus.\n\n          'Registrable Securities':  All shares of Common Stock issued or\n           ----------------------                                        \nissuable to NBC upon the consummation of the Stock Purchase Agreement.\nRegistrable Securities shall also include any shares of Common Stock or other\nsecurities (or shares of Common Stock underlying such other securities) that may\nbe received by NBC (x) as a result of a stock dividend on or stock split of\nRegistrable Securities or (y) on account of Registrable Securities in a\nrecapitalization of or other transaction involving Xoom.\n\n          'Registration Statement':   Any registration statement of Xoom under\n           ----------------------                                             \nthe Securities Act that covers any of the Registrable Securities pursuant to the\nprovisions of this Agreement, including the related Prospectus, any preliminary\nprospectus, all amendments and supplements to such registration statement\n(including post-effective amendments), all exhibits and all material\nincorporated by reference or deemed to be incorporated by reference in such\nregistration statement.\n\n \n                                                   Registration Rights Agreement\n\n\n          'SEC':  The Securities and Exchange Commission.\n           ---                                           \n\n          'Securities Act':  The Securities Act of 1933, as amended.\n           --------------                                           \n\n          'Underwritten Offering':  A distribution, registered pursuant to the\n           ---------------------                                              \nSecurities Act, in which securities of Xoom are sold to the public through one\nor more underwriters.\n\n\n           Section 2.  Demand Registration.\n                       ------------------- \n\n          (a)  Requests for Registration by NBC.  As of October 1, 1999 and\n               --------------------------------                            \nthenceforth, subject to the conditions set forth in this Agreement, NBC will\nhave the right, by written notice delivered to Xoom (a 'Demand Notice'), to\n                                                        -------------      \nrequire Xoom to register Registrable Securities under and in accordance with the\nprovisions of the Securities Act (a 'Demand Registration'), provided that\n                                     -------------------    --------     \neffective on the date of this Agreement and subject to the conditions set forth\nherein (i) NBC may not make more than one Demand Registration, (ii) Xoom shall\nnot be required to filed a Registration Statement prior to December 12, 1999,\n(iii) Xoom shall not be required to cause a Registration Statement to be\ndeclared effective prior to January 1, 2000, (iv) NBC may not deliver a Demand\nNotice prior to the earlier of January 1, 2000 or the termination of the Merger\nAgreement (as defined in Section 8(i)) (v) such Demand Registration may not be\nrequired unless NBC provides to Xoom a certificate (the 'Authorizing\n                                                         -----------\nCertificate'), seeking to include Registrable Securities in such Demand\nRegistration with a market value of at least $10,000,000 (calculated based on\nthe closing sale price of such securities on the principal securities exchange\nwhere such securities are listed on the business day immediately preceding the\ndate of the Demand Notice) as of the date the Demand Notice is given, (vi) in\nany underwritten offering, shares may be excluded by the underwriters based on\nmarket conditions and marketing factors. The Authorizing Certificate shall set\nforth (A) the name of the representative of NBC signing such Authorizing\nCertificate, (B) the number of Registrable Securities held by NBC, and, if\ndifferent, the number of Registrable Securities NBC has elected to have\nregistered, and (C) the intended methods of disposition of the Registrable\nSecurities. Notwithstanding the foregoing, a good faith decision by NBC to\nwithdraw Registrable Securities from registration will not affect Xoom's\nobligations hereunder even if the amount remaining to be registered has a market\nvalue of less than $10,000,000 (calculated as aforesaid).\n\n          (b)  Filing and Effectiveness.  Xoom will file a Registration\n               ------------------------                                \nStatement relating to any Demand Registration within 60 days following the date\non which the Demand Notice is given and will use all reasonable efforts to cause\nthe same to be declared effective by the SEC as soon as practicable thereafter.\n\n          NBC will be permitted to withdraw in good faith all or part of the\nRegistrable Securities from a Demand Registration at any time prior to the\neffective date of such Demand Registration, in which event Xoom will promptly\namend or, if applicable, withdraw the related Registration Statement.\n\n          (c)  Postponement of Demand Registration.  Xoom will be entitled to\n               -----------------------------------                           \npostpone the filing period of any Demand Registration for a reasonable period of\ntime not in excess of 90 \n\n                                       2\n\n \n                                                   Registration Rights Agreement\n\n\ncalendar days if Xoom determines, in the good faith exercise of the business\njudgment of its Board of Directors, that such registration and offering could\nmaterially interfere with bona fide financing plans of Xoom or would require \n                          ---- ----          \ndisclosure of information, the premature disclosure of which could materially\nand adversely affect Xoom. If Xoom postpones the filing of a Registration\nStatement, it will promptly notify NBC in writing (i) when the events or\ncircumstances permitting such postponement have ended and (ii) that the decision\nto postpone was made by the Board of Directors of Xoom in accordance with this\nSection 3(d).\n\n      Section 3.  Piggyback Registration.\n                  ---------------------- \n\n          (a)  Right to Piggyback.  If at any time Xoom proposes to file a\n               ------------------                                         \nRegistration Statement, whether or not for sale for Xoom's own account, on a\nform and in a manner that would also permit registration of Registrable\nSecurities, Xoom shall give to NBC, written notice of such proposed filing at\nleast thirty (30) days before the anticipated filing.  The notice referred to in\nthe preceding sentence shall offer NBC the opportunity to register such amount\nof Registrable Securities as NBC may request (a 'Piggyback Registration').\n                                                 ----------------------    \nSubject to Section 3(b), Xoom will include in each such Piggyback Registration\nall Registrable Securities with respect to which Xoom has received written\nrequests for inclusion therein.  NBC will be permitted to withdraw all or part\nof the Registrable Securities from a Piggyback Registration at any time prior to\nthe effective date of such Piggyback Registration.\n\n          Unless otherwise provided herein, Xoom will not be obligated to effect\nany registration of Registrable Securities under this Section 3 as a result of\nthe registration of any of its securities in connection with mergers,\nacquisitions, exchange offers, dividend reinvestment and share purchase plans\noffered solely to current holders of Common Stock, rights offerings or option or\nother employee benefit plans.\n\n          (b)  Priority on Piggyback Registrations.  Xoom will cause the\n               -----------------------------------                      \nmanaging underwriter or underwriters of a proposed Underwritten Offering on\nbehalf of Xoom to permit NBC to include therein all such Registrable Securities\nrequested to be so included on the same terms and conditions as any securities\nof Xoom included therein.  Notwithstanding the foregoing, if the managing\nunderwriter or underwriters of such Underwritten Offering delivers a written\nopinion to the NBC to the effect that (i) the total amount of securities that\nNBC and Xoom propose to include in such Underwritten Offering or (ii) the effect\nof the potential withdrawal of any Registrable Securities by NBC (except if NBC\nhas theretofore waived its right to withdraw all or part of its Registrable\nSecurities pursuant to Section 3(a)) prior to the effective date of the\nRegistration Statement relating to such Underwritten Offering, is such as to\nmaterially and adversely affect the success of such offering, then the amount of\nsecurities to be included therein for the account of NBC will, if necessary, be\nreduced and there will be included in such underwritten offering the number of\nRegistrable Securities that, in the written opinion of such managing underwriter\nor underwriters, can be sold without materially and adversely affecting the\nsuccess of such Underwritten Offering,  the securities of any holder or holders\nof securities initiating the registration shall receive priority in such\nUnderwritten Offering to the full extent of the securities such holder or\nholders desire to sell and the remaining allocation available for sale, if any,\nshall be allocated pro rata among NBC and any other holders on the basis of the\n                   --- ----                                                    \namount of securities requested to be included therein by each such holder. The\nmanaging underwriter or \n\n                                       3\n\n \n                                                   Registration Rights Agreement\n\n\nunderwriters, applying the same standard, may also exclude entirely from such\noffering all Registrable Securities proposed to be included in such offering to\nthe extent the Registrable Securities are not of the same class as securities of\nXoom included in such offering.\n\n      Section 4.  Registration Procedures.  In connection with Xoom's\n                  -----------------------                            \nregistration obligations pursuant to Sections 2 and 3, Xoom will effect such\nregistrations to permit the sale of such Registrable Securities in accordance\nwith the intended method or methods of disposition thereof, and pursuant thereto\nXoom will as soon as practicable, but in no event later than 60 days after\ndelivery of the Demand Notice, and in each case to the extent applicable:\n\n          (a)  prepare and file with the SEC a Registration Statement or\nRegistration Statements on any appropriate form under the Securities Act\navailable for the sale of the Registrable Securities by NBC thereof in\naccordance with the intended method or methods of distribution thereof, and use\nits best efforts to cause each such Registration Statement to become effective\nand remain effective as provided herein; provided, however, that before filing a\n                                         --------  -------                      \nRegistration Statement or Prospectus or any amendments or supplements thereto\n(including documents that would be incorporated or deemed to be incorporated\ntherein by reference) Xoom will furnish to NBC copies of all such documents\nproposed to be filed, which documents will be subject to the review of NBC and\nany underwriters, and Xoom will not file any such Registration Statement or\namendment thereto or any Prospectus or any supplement thereto (including such\ndocuments that, upon filing, will be incorporated or deemed to be incorporated\nby reference therein) to which NBC or the managing underwriter, if any, shall\nreasonably object on a timely basis;\n\n          (b)  prepare and file with the SEC such amendments and post-effective\namendments to each Registration Statement as may be necessary to keep such\nRegistration Statement effective as provided herein; cause the related\nProspectus to be supplemented by any required Prospectus supplement, and as so\nsupplemented to be filed pursuant to Rule 424 (or any similar provisions then in\nforce) under the Securities Act; and comply with the provisions of the\nSecurities Act with respect to the disposition of all securities covered by such\nRegistration Statement during the applicable period in accordance with the\nintended methods of disposition by the sellers thereof set forth in such\nRegistration Statement as so amended or in such Prospectus as so supplemented;\n\n          (c)  notify NBC and the managing underwriters, if any, promptly, and\n(if requested by any such person) confirm such notice in writing, (i) when a\nProspectus or any Prospectus supplement or post-effective amendment has been\nfiled, and, with respect to a Registration Statement or any post-effective\namendment, when the same has become effective, (ii) of any request by the SEC or\nany other federal or state governmental authority for amendments or supplements\nto a Registration Statement or related Prospectus or for additional information,\n(iii) of the issuance by the SEC or any other federal or state governmental\nauthority of any stop order suspending the effectiveness of a Registration\nStatement or the initiation of any proceedings for that purpose, (iv) if at any\ntime the representations and warranties of Xoom contained in any agreement\ncontemplated by Section 4(n) (including any underwriting agreement) cease to be\ntrue and correct, (v) of the receipt by Xoom of any notification with respect to\nthe suspension of the qualification or exemption from qualification of any of\nthe \n\n                                       4\n\n \n                                                   Registration Rights Agreement\n\n\nRegistrable Securities for sale in any jurisdiction or the initiation or\nthreatening of any proceeding for such purpose, (vi) of the occurrence of any\nevent that makes any statement made in such Registration Statement or related\nProspectus or any document incorporated or deemed to be incorporated therein by\nreference untrue in any material respect or that requires the making of any\nchanges in a Registration Statement, Prospectus or any such document so that, in\nthe case of the Registration Statement, it will not contain any untrue statement\nof a material fact or omit to state any material fact required to be stated\ntherein or necessary to make the statements therein not misleading and, in the\ncase of the Prospectus, it will not contain any untrue statement of a material\nfact or omit to state any material fact required to be stated or necessary to\nmake the statements therein, in light of the circumstances under which they were\nmade, not misleading, and (vii) of Xoom's reasonable determination that a post-\neffective amendment to a Registration Statement would be appropriate;\n\n          (d)  use every reasonable effort to obtain the withdrawal of any order\nsuspending the effectiveness of a Registration Statement, or the lifting of any\nsuspension of the qualification (or exemption from qualification) of any of the\nRegistrable Securities for sale in any jurisdiction, at the earliest possible\nmoment;\n\n          (e)  if requested by the managing underwriters, if any, or NBC, (i)\npromptly incorporate in a Prospectus supplement or post-effective amendment such\ninformation as the managing underwriters, if any, and NBC agree should be\nincluded therein as may be required by applicable law and (ii) make all required\nfilings of such Prospectus supplement or such post-effective amendment as soon\nas practicable after Xoom have received notification of the matters to be\nincorporated in such Prospectus supplement or post-effective amendment;\n                                                                       \nprovided, however, that Xoom will not be required to take any actions under this\n--------  -------                                                               \nSection 4(e) that are not, in the opinion of counsel for Xoom, in compliance\nwith applicable law;\n\n          (f)  furnish to NBC and each managing underwriter, if any, without\ncharge, at least one conformed copy of the Registration Statement and any post-\neffective amendment thereto, including financial statements (but excluding\nschedules, all documents incorporated or deemed incorporated therein by\nreference and all exhibits, unless requested in writing by NBC, NBC's counsel or\nsuch underwriter);\n\n          (g)  deliver to NBC and the underwriters, if any, without charge as\nmany copies of the Prospectus or Prospectuses relating to such Registrable\nSecurities (including each preliminary prospectus) and any amendment or\nsupplement thereto as such persons may reasonably request; and Xoom hereby\nconsents to the use of such Prospectus or each amendment or supplement thereto\nby NBC and the underwriters, if any, in connection with the offering and sale of\nthe Registrable Securities covered by such Prospectus or any amendment or\nsupplement thereto;\n\n          (h)  prior to any public offering of Registrable Securities, to\nregister or qualify or cooperate with NBC, the underwriters, if any, and their\nrespective counsel in connection with the registration or qualification (or\nexemption from such registration or qualification) of such Registrable\nSecurities for offer and sale under the securities or blue sky laws of such\njurisdictions within the United States as any seller or underwriter reasonably\nrequests in writing; use all \n\n                                       5\n\n \n                                                   Registration Rights Agreement\n\n\nreasonable efforts to keep such registration or qualification (or exemption\ntherefrom) effective during the period the applicable Registration Statement is\nrequired to be kept effective and do any and all other acts or things necessary\nor advisable to enable the disposition in each such jurisdiction of the\nRegistrable Securities covered by the applicable Registration Statement;\nprovided, however, that Xoom will not be required to (i) qualify to do \n--------  -------                                       \nbusiness in any jurisdiction where it is not then so qualified or (ii) take any\naction that would subject it to service of process in any such jurisdiction\nwhere it is not then so subject;\n\n          (i)  cooperate with NBC and the managing underwriters, if any, to\nfacilitate the timely preparation and delivery of certificates representing\nRegistrable Securities to be sold and enable such Registrable Securities to be\nin such denominations and registered in such names as the managing underwriters,\nif any, shall request at least two business days prior to any sale of\nRegistrable Securities to the underwriters;\n\n          (j)  use all reasonable efforts to cause the Registrable Securities\ncovered by the applicable Registration Statement to be registered with or\napproved by such other governmental agencies or authorities within the United\nStates except as may be required solely as a consequence of the nature of NBC's\nbusiness, in which case Xoom will cooperate in all reasonable respects with the\nfiling of such Registration Statement and the granting of such approvals as may\nbe necessary to enable the seller or sellers thereof or the underwriters, if\nany, to consummate the disposition of such Registrable Securities;\n\n          (k)  upon the occurrence of any event contemplated by Section 4(c)(vi)\nor 4(c)(vii), prepare a supplement or post-effective amendment to each\nRegistration Statement or a supplement to the related Prospectus or any document\nincorporated therein by reference or file any other required document so that,\nas thereafter delivered to the purchasers of the Registrable Securities being\nsold thereunder, such Prospectus will not contain an 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, in light of the circumstances under\nwhich they were made, not misleading;\n\n          (l)  if requested by NBC or the managing underwriters, if any, use its\nbest efforts to cause all Registrable Securities covered by such Registration\nStatement to be (i) listed on each securities exchange, if any, on which similar\nsecurities issued by Xoom are then listed or, if no similar securities issued by\nXoom are then so listed, on the New York Stock Exchange or another national\nsecurities exchange if the securities qualify to be so listed or (ii) authorized\nto be quoted on the National Association of Securities Dealers Automated\nQuotation System ('Nasdaq') or the National Market System of Nasdaq, if the\n                   ------                                                  \nsecurities qualify to be so quoted;\n\n          (m)  as needed, (i) engage an appropriate transfer agent and provide\nthe transfer agent with printed certificates for the Registrable Securities in a\nform eligible for deposit with The Depository Trust Company and (ii) provide a\nCUSIP number for the Registrable Securities;\n\n          (n)  enter into such customary agreements (including, in the event of\nan Underwritten Offering, an underwriting agreement in form, scope and substance\nas is customary in underwritten offerings) and take all such other commercially\nreasonable and customary actions in connection therewith (including those\nreasonably requested by NBC or, in the event of an \n\n                                       6\n\n \n                                                   Registration Rights Agreement\n\n\nUnderwritten Offering, those reasonably requested by the managing underwriters)\nin order to expedite or facilitate the disposition of such Registrable\nSecurities and in such connection, whether or not an underwriting agreement is\nentered into and whether or not the registration is an underwritten\nregistration, (i) make such representations and warranties to NBC and the\nunderwriters, if any, with respect to the businesses of Xoom and its\nsubsidiaries, the Registration Statement, Prospectus and documents incorporated\nby reference or deemed incorporated by reference therein, if any, in each case,\nin form, substance and scope as are customarily made by issuers to underwriters\nin underwritten offerings and confirm the same if and when requested; (ii)\nobtain opinions of counsel to Xoom and updates thereof, which counsel and\nopinions (in form, scope and substance) shall be reasonably satisfactory to the\nmanaging underwriters, if any, and NBC, addressed to NBC and each of the\nunderwriters, if any, covering the matters customarily covered in opinions\nrequested in underwritten offerings and such other matters as may be reasonably\nrequested by NBC and underwriters, including, without limitation, the matters\nreferred to in Section 4(n)(i); (iii) use reasonable efforts to obtain 'comfort'\nletters and updates thereof from the independent certified public accountants of\nXoom (and, if necessary, any other certified public accountants of any\nsubsidiary of Xoom or of any business acquired by Xoom for which financial\nstatements and financial data is, or is required to be, included in the\nRegistration Statement), addressed to NBC and each of the underwriters, if any,\nsuch letters to be in customary form and covering matters of the type\ncustomarily covered in 'comfort' letters in connection with underwritten\nofferings; and (iv) deliver such documents and certificates as may be reasonably\nrequested by NBC and the managing underwriters, if any, to evidence the\ncontinued validity of the representations and warranties of Xoom and its\nsubsidiaries made pursuant to clause (i) above and to evidence compliance with\nany customary conditions contained in the underwriting agreement or similar\nagreement entered into by Xoom. The foregoing actions will be taken in\nconnection with each closing under such underwriting or similar agreement as and\nto the extent required thereunder;\n\n          (o)  make available for reasonable inspection during normal business\nhours by a representative of NBC, any underwriter participating in any\ndisposition of Registrable Securities, and any attorney or accountant retained\nby NBC or underwriter, all financial and other records, pertinent corporate\ndocuments and properties of Xoom and its subsidiaries, and cause the officers,\ndirectors and employees of Xoom and its subsidiaries to supply all information\nreasonably requested by any such representative, underwriter, attorney or\naccountant in connection with such Registration Statement; provided, however,\n                                                           --------  ------- \nthat any records, information or documents that are designated by Xoom in\nwriting as confidential at the time of delivery of such records, information or\ndocuments will be kept confidential by such persons unless (i) such records,\ninformation or documents are in the public domain or otherwise publicly\navailable, (ii) disclosure of such records, information or documents is required\nby court or administrative order or is necessary to respond to inquiries of\nregulatory authorities, or (iii) disclosure of such records, information or\ndocuments, in the reasonable opinion of counsel to such person, is otherwise\nrequired by law (including, without limitation, pursuant to the requirements of\nthe Securities Act);\n\n          (p)  comply with all applicable rules and regulations of the SEC and\nmake generally available to its security holders earning statements satisfying\nthe provisions of Section 1l(a) of the Securities Act and Rule 158 thereunder\n(or any similar rule promulgated under the \n\n                                       7\n\n \n                                                   Registration Rights Agreement\n\n\nSecurities Act) no later than 45 calendar days after the end of any 12-month\nperiod (or 90 calendar days after the end of any 12-month period if such period\nis a fiscal year) (i) commencing at the end of any fiscal quarter in which\nRegistrable Securities are sold to underwriters in a firm commitment or best\nefforts underwritten offering, or (ii) if not sold to underwriters in such an\noffering, commencing on the first day of the first fiscal quarter of Xoom, after\nthe effective date of a Registration Statement, which statements shall cover\nsaid 12-month period;\n\n          (q)  take any and all actions necessary to become eligible, and use\nall reasonable efforts to remain eligible to file registration statements on\nForm S-3 and do any and all other acts or things necessary or advisable to\ncomply with applicable rules and regulations regarding Form S-3, including, but\nnot limited to, making all filings required by the SEC and complying with any\nand all time limits in connection therewith; and\n\n          (r)  use all reasonable efforts to file the reports required to be\nfiled by it under the Securities Act and the Exchange Act in a timely manner\nand, if at any time Xoom is not required to file such reports, it will, upon the\nrequest of NBC, make publicly available other information so long as necessary\nto permit sales of NBC's Registrable Securities pursuant to Rule 144 and 144A;\nwill take such further action as NBC may reasonably request, all to the extent\nrequired from time to time to enable NBC to sell Registrable Securities without\nregistration under the Securities Act within the limitation of the exemptions\nprovided by Rules 144 and 144A; and upon the request of NBC shall deliver to NBC\na written statement as to whether it has complied with this paragraph (r).\n\n          (s)   In connection with any underwritten offering, cause appropriate\nmembers of management to cooperate and participate on a reasonable basis in the\nunderwriters' 'road show' conferences related to such offering.\n\n          Xoom may require NBC to furnish to Xoom such information regarding the\ndistribution of such Registrable Securities as Xoom may, from time to time,\nreasonably request in writing and Xoom may exclude from such registration the\nRegistrable Securities with respect to which NBC unreasonably fails to furnish\nsuch information within a reasonable time after receiving such request.  NBC\npromptly will notify Xoom of the occurrence of any event that makes any of such\ninformation untrue in any material respect or that requires making a change in\nsuch information so that it will not contain any untrue statement of a material\nfact or omit to state any material fact required to be stated or necessary to\nmake the statement therein, in light of the circumstances under which they were\nmade, not misleading.\n\n          NBC will be deemed to have agreed by virtue of its acquisition of\nRegistrable Securities that, upon receipt of any notice from Xoom of the\noccurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii),\n4(c)(v), 4(c)(vi) or 4(c)(vii) ('Suspension Notice'), NBC will forthwith\n                                 -----------------                      \ndiscontinue disposition of such Registrable Securities covered by such\nRegistration Statement or Prospectus (a 'Black-Out') until NBC's receipt of the\n                                         ---------                             \ncopies of the supplemented or amended Prospectus contemplated by Section 4(k),\nor until it is advised in writing (the 'Advice') by Xoom that the use of the\n                                        ------                              \napplicable Prospectus may be resumed, and NBC has received copies of any\nadditional or supplemental filings that are incorporated or \n\n                                       8\n\n \n                                                   Registration Rights Agreement\n\n\ndeemed to be incorporated by reference in such Prospectus. Except as expressly\nprovided herein, there shall be no limitation with regard to the number of\nSuspension Notices that Xoom is entitled to give hereunder; provided, however,\n                                                            --------  -------\nthat in no event shall the aggregate number of days NBC is subject to Black-Out\nduring any period of 12 consecutive months exceed 180 days. In the event Xoom\nshall give a Suspension Notice, the time period prescribed in Section 2 will be\nextended by the number of days during the time period from and including the\ndate of the giving of such notice to and including the date when NBC shall have\nreceived (x) the copies of the supplemented or amended Prospectus contemplated\nby Section 4(k) or (y) the Advice.\n\n      Section 5.  Registration Expenses.  All fees and expenses incident to the\n                  ---------------------                                        \nperformance of or compliance with this Agreement by Xoom will be borne by Xoom\nwhether or not any of the Registration Statements become effective.  Such fees\nand expenses will include, without limitation, (i) all registration and filing\nfees (including, without limitation, fees and expenses for compliance with\nsecurities or 'blue sky' laws), (ii) printing expenses (including, without\nlimitation, expenses of printing certificates for Registrable Securities in a\nform eligible for deposit with The Depository Trust Company and of printing a\nreasonable number of prospectuses if the printing of such prospectuses is\nrequested by NBC), (iii) messenger, telephone and delivery expenses incurred by\nXoom, (iv) fees and disbursements of counsel for Xoom incurred by Xoom, (v) fees\nand disbursements of all independent certified public accountants referred to in\nSection 4(n)(iii) (including the expenses of any special audit and 'comfort'\nletter required by or incident to such performance) incurred by Xoom, (vi)\nSecurities Act liability insurance, if any, and (vii) reasonable fees and\nexpenses of one counsel retained by NBC in connection with the registration and\nsale of its Registrable Securities (which counsel will be selected by NBC).  In\naddition, Xoom will pay internal expenses (including, without limitation, all\nsalaries and expenses of its officers and employees performing legal or\naccounting duties), the expense of any annual audit, the fees and expenses\nincurred in connection with the listing of the securities to be registered on\nany securities exchange on which similar securities issued by Xoom are then\nlisted and the fees and expenses of any person, including special experts,\nretained by Xoom.  In no event, however, will Xoom be responsible for any\nunderwriting discount or selling commission with respect to any sale of\nRegistrable Securities pursuant to this Agreement.\n\n      Section 6.  Indemnification.\n                  --------------- \n\n          (a)  Indemnification by Xoom.  Xoom will, without limitation as to\n               -----------------------                                      \ntime, indemnify and hold harmless, to the fullest extent permitted by law, NBC,\nthe officers, directors and agents and employees of NBC, each person who\ncontrols NBC (within the meaning of Section 15 of the Securities Act or Section\n20 of the Exchange Act) and the officers, directors, agents and employees of any\nsuch controlling person, from and against all losses, claims, damages,\nliabilities, costs (including, without limitation, the costs of investigation\nand attorneys' fees) and expenses (collectively, 'Losses'), as incurred, arising\n                                                  ------                        \nout of or based upon any untrue or alleged untrue statement of a material fact\ncontained in any Registration Statement, Prospectus or form of Prospectus or in\nany amendment or supplement thereto or in any preliminary prospectus, or arising\nout of or based upon any omission or alleged omission to state therein a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not \n\n                                       9\n\n \n                                                   Registration Rights Agreement\n\n\nmisleading, except insofar as the same are based upon information furnished in\nwriting to Xoom by NBC expressly for use therein.\n\n          (b)  Indemnification by NBC.  In connection with any Registration\n               ----------------------                                      \nStatement in which NBC is participating, NBC will furnish to Xoom in writing\nsuch information as Xoom reasonably request for use in connection with any\nRegistration Statement, Prospectus or preliminary prospectus and will indemnify,\nto the fullest extent permitted by law, Xoom, its directors and officers, agents\nand employees, each person who controls Xoom (within the meaning of Section 15\nof the Securities Act and Section 20 of the Exchange Act), and the directors,\nofficers, agents or employees of such controlling persons, from and against all\nLosses, as incurred,  arising out of or based upon any untrue or alleged untrue\nstatement of a material fact contained in any Registration Statement, Prospectus\nor form of Prospectus or in any amendment or supplement thereto or in any\npreliminary prospectus, or arising out of or based upon any omission or alleged\nomission to state therein a material fact required to be stated therein or\nnecessary to make the statements therein not misleading, to the extent, but only\nto the extent, that such untrue statement or omission is contained in any\ninformation so furnished in writing by NBC to Xoom expressly for use in such\nRegistration Statement, Prospectus or preliminary prospectus and was used by\nXoom in the preparation of such Registration Statement, Prospectus or\npreliminary prospectus.  In no event will the liability of NBC hereunder be\ngreater in amount than the dollar amount of the proceeds (net of payment of all\nexpenses) received by NBC upon the sale of the Registrable Securities giving\nrise to such indemnification obligation.\n\n          (c)  Conduct of Indemnification Proceedings.  If any person shall\n               --------------------------------------                      \nbecome entitled to indemnity hereunder (an 'indemnified party'), such\n                                            -----------------        \nindemnified party shall give prompt notice to the party from which such\nindemnity is sought (the 'indemnifying party') of any claim or of the\n                          ------------------                         \ncommencement of any action or proceeding with respect to which such indemnified\nparty seeks indemnification or contribution pursuant hereto; provided, however,\n                                                             --------  ------- \nthat the failure to so notify the indemnifying party will not relieve the\nindemnifying party from any obligation or liability except to the extent that\nthe indemnifying party has been prejudiced materially by such failure.  The\nindemnifying party shall have the right to participate in, and, to the extent\nthe indemnifying party so desires, jointly with any other indemnifying party\nsimilarly noticed, to assume the defense thereof with counsel mutually\nsatisfactory to the parties; provided, however, that an indemnified party\n(together with all other indemnified parties which may be represented without\nconflict by one counsel) shall have the right to retain one separate counsel,\nwith the fees and expenses to be paid by the indemnifying party, if\nrepresentation of such indemnified party by the counsel retained by the\nindemnifying party would be inappropriate due to actual or potential differing\ninterest between such indemnified party and any other party represented by such\ncounsel in such proceeding.  All fees and expenses (including any fees and\nexpenses incurred in connection with investigating or preparing to defend such\naction or proceeding) will be paid to the indemnified party, as incurred, within\nfive calendar days of written notice thereof to the indemnifying party\n(regardless of whether it is ultimately determined that an indemnified party is\nnot entitled to indemnification hereunder).  The indemnifying party will not\nconsent to entry of any judgment or enter into any settlement or otherwise seek\nto terminate any action or proceeding in which any indemnified party is or could\nbe a party and as to which indemnification or contribution could be sought by\nsuch indemnified party under this Section 8, unless such judgment, settlement or\nother termination includes as an unconditional term thereof the giving by \n\n                                       10\n\n \n                                                   Registration Rights Agreement\n\n\nthe claimant or plaintiff to such indemnified party of a release, in form and\nsubstance satisfactory to the indemnified party, from all liability in respect\nof such claim or litigation for which such indemnified party would be entitled\nto indemnification hereunder.\n\n          (d)  Contribution.  If the indemnification provided for in this\n               ------------                                              \nSection 6 is unavailable to an indemnified party under Section 6(a) or 6(b) in\nrespect of any Losses or is insufficient to hold such indemnified party\nharmless, then each applicable indemnifying party, in lieu of indemnifying such\nindemnified party, will, severally but not jointly, contribute to the amount\npaid or payable by such indemnified party as a result of such Losses, in such\nproportion as is appropriate to reflect the relative fault of the indemnifying\nparty or indemnifying parties, on the one hand, and such indemnified party, on\nthe other hand, in connection with the actions, statements or omissions that\nresulted in such Losses as well as any other relevant equitable considerations.\nThe relative fault of such indemnifying party or indemnifying parties, on the\none hand, and such indemnified party, on the other hand, will be determined by\nreference to, among other things, whether any action in question, including any\nuntrue or alleged untrue statement of a material fact or omission or alleged\nomission of a material fact, has been taken or made by, or related to\ninformation supplied by, such indemnifying party or indemnified party, and the\nparties' relative intent, knowledge, access to information and opportunity to\ncorrect or prevent such action, statement or omission.  The amount paid or\npayable by a party as a result of any Losses will be deemed to include any legal\nor other fees or expenses incurred by such party in connection with any action\nor proceeding.\n\n          The parties hereto agree that it would not be just and equitable if\ncontribution pursuant to this Section 6(d) were determined by pro rata\n                                                              --- ----\nallocation or by any other method of allocation that does not take into account\nthe equitable considerations referred to in the immediately preceding paragraph.\nNotwithstanding the provisions of this Section 6(d), NBC will not be required to\ncontribute any amount in excess of the amount by which the net proceeds which\nthe Registrable Securities sold by such indemnifying party and distributed to\nthe public were offered to the public exceeds the amount of any damages that\nsuch indemnifying party has otherwise been required to pay by reason of such\nuntrue or alleged untrue statement or omission or alleged omission.  No person\nguilty of fraudulent misrepresentation (within the meaning of Section 1l(f) of\nthe Securities Act) will be entitled to contribution from any person who was not\nguilty of such fraudulent misrepresentation.\n\n          The indemnity, contribution and expense reimbursement obligations of\nXoom hereunder will be in addition to any liability Xoom may otherwise have\nhereunder or otherwise. The provisions of this Section 6 will survive so long as\nRegistrable Securities remain outstanding, notwithstanding any permitted\ntransfer of the Registrable Securities by NBC thereof or any termination of this\nAgreement.\n\n      Section 7.  Underwritten Registrations.  If any of the Registrable\n                  --------------------------                            \nSecurities included in any Demand Registration are to be sold in an Underwritten\nOffering, NBC may select an investment banker or investment bankers and manager\nor managers to manage the Underwritten Offering.  If any Piggyback Registration\nis an Underwritten Offering, Xoom will have the exclusive right to select the\ninvestment banker or investment bankers and managers to administer \n\n                                       11\n\n \n                                                   Registration Rights Agreement\n\n\nthe offering. Each party hereto agrees that, in connection with any Underwritten\nOffering hereunder, it shall undertake to offer customary indemnification to the\nparticipating underwriters.\n\n      Section  8.  Miscellaneous.\n                   ------------- \n\n          (a)  Remedies.  In the event of a breach by Xoom of its obligations\n               --------                                                      \nunder this Agreement, NBC, in addition to being entitled to exercise all rights\ngranted by law, including recovery of damages, will be entitled to specific\nperformance of its rights under this Agreement. Xoom agrees that monetary\ndamages would not be adequate compensation for any loss incurred by reason of a\nbreach by it of any provision of this Agreement and hereby further agrees that,\nin the event of any action for specific performance in respect of such breach,\nit will waive the defense that a remedy at law would be adequate.\n\n          (b)  Amendments and Waivers.  The provisions of this Agreement may not\n               ----------------------                                           \nbe amended, modified or supplemented without the prior written consent of Xoom\nand NBC.\n\n          (c)  Notices.  Except as set forth below, all notices and other\n               -------                                                   \ncommunications provided for or permitted hereunder shall be in writing and shall\nbe deemed to have been duly given if delivered personally or sent by telex or\ntelecopier, registered or certified mail (return receipt requested), postage\nprepaid or courier or overnight delivery service to Xoom and NBC at the\nfollowing addresses (or at such other address for any party as shall be\nspecified by like notice, provided that notices of a change of address shall be\neffective only upon receipt thereof):\n\nIf to Xoom:                     Xoom, Inc.\n                                300 Montgomery Street\n                                Suite 300\n                                San Francisco, California 94104\n                                Attn.: Chris Kitze\n                                Telecopy:  (415) 288-2580\n\nWith copies to:\n\n                                Morrison &amp; Foerster LLP\n                                425 Market Street\n                                San Francisco, California 94105\n                                Attn.: Bruce Alan Mann\n                                Telecopy: (415) 268-7522\n\n                                Morrison &amp; Foerster LLP\n                                1290 Avenue of the Americas\n                                New York, NY 10104\n                                Attn.: Allen L. Weingarten\n                                Telecopy: (212) 468-7900\n\n\n--------------------------------------------------------------------------------\n\n                                       12\n\n \n                                                   Registration Rights Agreement\n\n\nIf to NBC:                      National Broadcasting Company, Inc.\n                                30 Rockefeller Plaza\n                                New York, NY 10022\n                                Attn.:  Tom Rogers\n                                Telecopy:  (212) 664-3914\n\nWith a copy to:\n\n                                Simpson Thacher &amp; Bartlett\n                                425 Lexington Avenue\n                                New York, New York  10017\n                                Attn.:  Richard Capelouto, Esq.\n                                Telecopy:  (212) 455-2502\n\n          (d)  Successors and Assigns.  Any transferee of all or a portion of\n               ----------------------                                        \nthe Registrable Securities shall assume all of the rights and obligations of NBC\nhereunder to the extent it agrees in writing, to be bound by all of the\nprovisions applicable hereunder to NBC.  Subject to the requirements of this\nSection 8(d), this Agreement shall inure to the benefit of and be binding upon\nthe successors and assigns of the parties hereto.  NBC shall not assign any of\nits rights hereunder to any third party except in connection with the transfer\nof a number of shares equal to at least 25% of the Shares purchased by NBC or\nits affiliates pursuant to the Stock Purchase Agreement which transferee shall\nhave agreed in writing to be bound by all of the provisions applicable hereunder\nto NBC.\n\n          (e)  Counterparts.  This Agreement may be executed in any number of\n               ------------                                                  \ncounterparts and by the parties hereto in separate counterparts, each of which\nwhen so executed will be deemed to be an original and all of which taken\ntogether will constitute one and the same instrument.\n\n          (f)  Headings.  The headings in this Agreement are for convenience of\n               --------                                                        \nreference only and will not limit or otherwise affect the meaning.\n\n          (g)  Governing Law.  This agreement will be governed by and construed\n               -------------                                                   \nin accordance with the laws of the State of New York applicable to contracts\nexecuted and performed within such state.\n\n          (h)  Severability.  If any term, provision, covenant or restriction of\n               ------------                                                     \nthis Agreement is held by a court of competent jurisdiction to be invalid, void\nor unenforceable, the remainder of the terms, provisions, covenants and\nrestrictions set forth herein will remain in full force and effect and will in\nno way be affected, impaired or invalidated, and the parties hereto will use\ntheir best efforts to find and employ an alternative means to achieve the same\nor substantially the same result as that contemplated by such term, provision,\ncovenant or restriction.  It is hereby stipulated and declared to be the\nintention of the parties that they would have executed the remaining terms,\nprovisions, covenants and restrictions without including any of such which may\nbe hereafter declared invalid, void or unenforceable.\n\n                                       13\n\n \n                                                   Registration Rights Agreement\n\n\n          (i)  Termination.  This Agreement shall terminate upon the earlier of\n               -----------                                                     \n(i) the consummation of the transactions contemplated by the Amended and\nRestated Agreement and Plan of  Contribution, Investment and Merger, dated as of\nJune __, 1999 (the 'Merger Agreement'), among NBC, GE Investments Subsidiary,\nInc., Neon Media Corporation, Xenon 2, Inc. and Xoom but shall not terminate\nupon the termination of the Merger Agreement and (ii) the date upon which NBC\nshall be able to dispose of all of its remaining Registrable Securities in one\nday without registration pursuant to Rule 144 of the Securities Act.\n\n          (j)  Entire Agreement.  This Agreement is intended by the parties as a\n               ----------------                                                 \nfinal expression of their agreement and intended to be the complete and\nexclusive statement of the agreement and understanding of the parties hereto in\nrespect of the subject matter contained herein.  There are no restrictions,\npromises, warranties or undertakings, other than those set forth or referred to\nherein, with respect to such subject matter.  This Agreement supersedes all\nprior agreements and understandings between the parties with respect to such\nsubject matter.\n\n\n\n                            [Signature page follows]\n\n                                       14\n\n \n                                                   Registration Rights Agreement\n\n\n   IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\n                              first written above.\n\n\n                                        Xoom.com, Inc.\n\n                                        By:\n                                           ----------------------------------\n                                           Name: Chris Kitze\n                                           Title:  Chairman\n\n\n                                        National Broadcasting Company, Inc.\n\n\n                                        By:\n                                            ---------------------------------\n                                            Name: Thomas A. Rogers\n                                            Title:  Executive Vice President\n\n                                       15\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615,9374],"corporate_contracts_industries":[9510,9452],"corporate_contracts_types":[9632,9629],"class_list":["post-43892","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_companies-xoom-inc","corporate_contracts_industries-technology__programming","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\/43892","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=43892"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43892"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43892"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43892"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}