exv10w2





Exhibit 10.2


Execution Version



 




AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


among


ValueVision Media, Inc.,


GE Capital Equity Investments, Inc.,


and


NBC Universal, Inc.


Dated as of February 25, 2009



 




 








 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1. Definitions
	 	 	2	 
	 
	 	 	 	 
	Section 2. Demand Registration
	 	 	3	 
	 
	 	 	 	 
	(a) Requests for Registration by Holders
	 	 	3	 
	(b) Filing and Effectiveness
	 	 	4	 
	(c) Priority on Demand Registration
	 	 	5	 
	(d) Postponement of Demand Registration
	 	 	5	 
	 
	 	 	 	 
	Section 3. Piggyback Registration
	 	 	5	 
	 
	 	 	 	 
	(a) Right to Piggyback
	 	 	5	 
	(b) Priority on Piggyback Registrations
	 	 	6	 
	 
	 	 	 	 
	Section 4. Restrictions on Sale by Holders
	 	 	6	 
	 
	 	 	 	 
	Section 5. Registration Procedures
	 	 	6	 
	 
	 	 	 	 
	Section 6. Registration Expenses
	 	 	12	 
	 
	 	 	 	 
	Section 7. Indemnification
	 	 	13	 
	 
	 	 	 	 
	(a) Indemnification by the Company
	 	 	13	 
	(b) Indemnification by Holders
	 	 	13	 
	(c) Conduct of Indemnification Proceedings
	 	 	14	 
	(d) Contribution
	 	 	14	 
	 
	 	 	 	 
	Section 8. Underwritten Registrations
	 	 	15	 
	 
	 	 	 	 
	Section 9. Miscellaneous
	 	 	15	 
	 
	 	 	 	 
	(a) Remedies
	 	 	15	 
	(b) Amendments and Waivers
	 	 	16	 
	(c) Notices
	 	 	16	 
	(d) Merger or Consolidation of the Company
	 	 	17	 
	(e) Successors and Assigns
	 	 	17	 
	(f) Counterparts
	 	 	18	 
	(g) Headings
	 	 	18	 
	(h) Governing Law
	 	 	18	 
	(i) Severability
	 	 	18	 
	(j) Entire Agreement
	 	 	18	 







i








 








AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




     THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered
into as of February 25, 2009, by and between ValueVision Media, Inc., a Minnesota corporation
(together with its successors and assigns, the “Company”), GE Capital Equity Investments, Inc., a
Delaware corporation (together with its successors and assigns, the “Purchaser”), NBC Universal,
Inc., a Delaware corporation (together with its successors and assigns, “NBC”). Each other person
who becomes a Holder hereunder shall become a party hereto by executing a counterpart and
acknowledgment as set forth on Exhibit A.



RECITALS




     WHEREAS, pursuant to an Investment Agreement, dated as of March 8, 1999 (the “Investment
Agreement”), between the Company and the Purchaser, the Purchaser purchased shares of Series A
Redeemable Convertible Preferred Stock of the Company, par value $0.01 per share (the “Series A
Preferred Stock”), and warrants to purchase shares of Common Stock of the Company, par value $0.01
per share (the “Common Stock”); and



     WHEREAS, all of the warrants purchased by the Purchaser pursuant to the Investment Agreement
have expired and are no longer outstanding; and



     WHEREAS, pursuant to the Distribution Agreement (as defined below), the Company has issued
warrants to NBC to purchase shares of Common Stock;



     WHEREAS, pursuant to an Exchange Agreement, dated as of February 25, 2009 (the “Exchange
Agreement”), between the Company and the Purchaser, the Purchaser exchanged all of its shares of
Series A Preferred Stock for 4,929,266 shares of Series B Redeemable Preferred Stock of the
Company, par value $0.01 per share; and



     WHEREAS, pursuant to the Exchange Agreement the Company issued warrants to the Purchaser to
purchase up to 6,000,000 shares of Common Stock (the “2009 Warrants” and together with the warrants
issued under the Distribution Agreement, the “Warrants”); and



     WHEREAS, to induce the Purchaser to execute and deliver the Exchange Agreement, the Company
has agreed to provide to the Holders (as defined below) certain registration rights (the
“Registration Rights”) under the Securities Act;



     WHEREAS, this Agreement amends, restates and supersedes that certain Registration Rights
Agreement, dated as of April 15, 1999 between the Company, the Purchaser and NBC and any other
prior agreements and understandings between the Company, the Purchaser and NBC or any of them,
including their respective predecessors, with respect to the Registration Rights and if any
provision of this



 









 







Agreement relating to the Registration Rights conflicts, or is inconsistent therewith, this
Agreement shall control; and



     WHEREAS, the execution and delivery of this Agreement by the parties hereto is a condition to
the closing of the transactions contemplated by the Exchange Agreement.



     NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and in
the Exchange Agreement, and other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:



     Section 1. Definitions. For purposes of this Agreement, the following capitalized
terms have the following meanings:



     “Common Stock”: The common stock of the Company and any securities into which such common
stock is converted or exchanged in any merger, consolidation or reclassification.



     “Distribution Agreement”: The Distribution and Marketing Agreement dated as of March 8, 1999
between the Company and NBC pursuant to which NBC has agreed to distribute certain programming of
the Company, as such agreement may be amended, supplemented or otherwise modified from time to
time.



     “Holders”: Each Restricted Party (as defined in the Shareholder Agreement) that from time to
time owns Registrable Securities and each of their permitted transferees that owns Registrable
Securities pursuant to Section 9(e) who agree to be bound by the provisions of this Agreement in
accordance with such section.



     “Prospectus”: The prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 430A under the Securities Act),
as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by such Registration Statement and all other
amendments and supplements to such prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in such prospectus.



     “Registrable Securities”: All shares of Common Stock (i) held from time to time by the
Holders who are Restricted Parties (the “Restricted Party Common Stock”) or (ii) held by Holders
who are not Restricted Parties (but only to the extent that such Common Stock previously
constituted Restricted Party Common Stock or Common Stock described in clause (iii) below) or (iii)
issued or issuable upon the exercise of Warrants, excluding shares of Common Stock that have been
disposed of by a Holder pursuant to a Registration Statement relating to the sale thereof that has
become effective under the Securities Act or pursuant to Rule 144 or Rule 145 under the Securities
Act or that may be disposed of by a Holder pursuant to Rule 144 free of any restrictions or
limitations



2









 







thereunder. Registrable Securities shall also include any shares of Common Stock or other
securities convertible into or exercisable for shares of Common Stock that may be received by the
Holders (x) as a result of a stock dividend on or stock split of Registrable Securities or (y) on
account of Registrable Securities in a recapitalization of or other transaction involving the
Company.



     “Registration Statement”: Any registration statement of the Company under the Securities Act
that covers any of the Registrable Securities pursuant to the provisions of this Agreement,
including the related Prospectus, any preliminary prospectus, all amendments and supplements to
such registration statement (including post-effective amendments), all exhibits and schedules and
all material incorporated by reference or deemed to be incorporated by reference in such
registration statement.



     “Restricted Parties”: As defined in the Shareholder Agreement.



     “Rule 144”: Rule 144 under the Securities Act or any successor rule or provision.



     “Rule 145”: Rule 145 under the Securities Act or any successor rule or provision.



     “SEC”: The Securities and Exchange Commission.



     “Securities Act”: The Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.



     “Shareholder Agreement”: The Amended and Restated Shareholder Agreement, dated as of the date
hereof, between the Company and the Purchaser, as such agreement may be amended, supplemented or
otherwise modified from time to time.



     “Underwritten Offering”: A registered offering of Common Stock pursuant to the Securities
Act, in which shares of Common Stock of the Company are sold to the public through one or more
underwriters.



     Section 2. Demand Registration.



          (a) Requests for Registration by Holders. Subject to the terms and conditions of the
Shareholder Agreement, at any time and from time to time, subject to the conditions set forth in
this Agreement: (i) one or more Holders will have the right, by written notice delivered to the
Company (a “Demand Notice”), to require the Company to register Registrable Securities under and in
accordance with the provisions of the Securities Act (a “Demand Registration”), provided that the
Holders may not make in the aggregate more than four (4) Demand Registrations under this Agreement;
provided, further, that: (i) no such Demand Registration may be required unless the Holders
requesting such Demand Registration provide to the Company a certificate (the “Authorizing
Certificate”), seeking to include at least two million (2,000,000) shares of Registrable Securities
in such Demand Registration as of the date the Demand Notice is given; and (ii) no Demand Notice
may be given prior to six (6) months after the effective



3









 






date of the immediately preceding Demand Registration or, if later, the date on which a
registration pursuant to this Section 2 is terminated in its entirety prior to the effective date
of the applicable registration statement. The Authorizing Certificate shall set forth (A) the name
of each Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held
by each such Holder, and, if different, the number of Registrable Securities such Holder has
elected to have registered, and (C) the intended methods of disposition of the Registrable
Securities. Notwithstanding the foregoing, a good faith decision by a Holder to withdraw
Registrable Securities from registration will not affect the Company’s obligations hereunder even
if the amount remaining to be registered is fewer than two million (2,000,000) shares of
Registrable Securities, provided that: (1) such continuing registration shall constitute a Demand
Registration, (2) the withdrawing Holder reimburses the Company for any registration and filing
fees (including any fees payable to the Financial Industry Regulatory Authority, Inc. or any
successor organization) it has incurred with respect to the withdrawn Registrable Securities
(unless all Registrable Securities are withdrawn, in which case the withdrawing Holder(s) shall
reimburse the Company for all costs and expenses incurred by it in connection with the registration
of such Registrable Securities) and (3) such Holder (or the other Holders participating in the
subject registration) did not include the withdrawn Registrable Securities as a means of
circumventing the threshold of two million (2,000,000) shares of Registrable Securities described
above. Subject to compliance with clause (2) of the preceding proviso, a registration that is
terminated in its entirety prior to the effective date of the applicable registration statement
will not constitute a Demand Registration.




          (b) Filing and Effectiveness. The Company will file a Registration Statement relating
to any Demand Registration as promptly as practicable (but in any event within 90 calendar days)
following the date on which the Demand Notice is given and will use all commercially reasonable
efforts to cause the same to be declared effective by the SEC as soon as practicable thereafter.
If any Demand Registration is requested to be effected as a shelf registration pursuant to Rule 415
under the Securities Act by the Holders demanding such Demand Registration, the Company will keep
the Registration Statement filed in respect thereof effective for a period of six (6) months from
the date on which the SEC declares such Registration Statement effective (subject to extension
pursuant to Section 5) or such shorter period that will terminate when all Registrable Securities
covered by such Registration Statement have been sold pursuant to such Registration Statement.




     Within ten (10) business days after receipt of such Demand Notice, the Company will serve
written notice thereof (the “Notice”) to all other Holders and will, subject to the provisions of
Section 2(c), include in such registration all Registrable Securities with respect to which the
Company receives written requests for inclusion therein within ten (10) business days after receipt
of the Notice by the applicable Holder. Subject to the proviso at the end of Section 2(a), the
Holder will be permitted to withdraw in good faith all or part of the Registrable Securities from a
Demand Registration at any time prior to



4









 







the effective date of such Demand Registration, in which event the Company will promptly amend
or, if applicable, withdraw the related Registration Statement.



          (c) Priority on Demand Registration. If Registrable Securities are to be registered
pursuant to a Demand Registration, the Company shall provide written notice to the other Holders
and will permit all such Holders who request to be included in the Demand Registration to include
any or all Registrable Securities held by such Holders in such Demand Registration.
Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten
Offering to which such Demand Registration relates advises the Holders that the total amount of
Registrable Securities that such Holders intend to include in such Demand Registration is in the
aggregate such as to materially and adversely affect the success of such offering, then the number
of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced
and there will be included in such underwritten offering the number of Registrable Securities that,
in the opinion of such managing underwriter or underwriters, can be sold without materially and
adversely affecting the success of such Underwritten Offering. The Registrable Securities of the
Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten
Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell
(unless these securities would materially and adversely affect the success of such offering, in
which case the number of such Holder’s Registrable Securities included in the offering shall be
reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be
allocated pro rata among the other Holders on the basis of the amount of Registrable Securities
requested to be included therein by each such Holder.




          (d) Postponement of Demand Registration. The Company will be entitled to postpone the
filing period of any Demand Registration for a reasonable period of time not in excess of 90
calendar days if the Company determines, in the good faith exercise of the business judgment of its
Board of Directors, that such registration and offering could materially interfere with a bona fide
business or financing transaction of the Company or would require disclosure of information, the
premature disclosure of which could materially and adversely affect the Company. If the Company
postpones the filing of a Registration Statement, it will promptly notify the Holders in writing
(i) when the events or circumstances permitting such postponement have ended and (ii) that the
decision to postpone was made by the Board of Directors of the Company in accordance with this
Section 2(d).




     Section 3. Piggyback Registration.



          (a) Right to Piggyback. If at any time the Company proposes to file a Registration
Statement, whether or not for sale for the Company’s own account, on a form and in a manner that
would also permit registration of Registrable Securities, the Company shall give to Holders holding
Registrable Securities, written notice of such proposed filing at least thirty (30) calendar days
before the anticipated filing. The notice referred to in the preceding sentence shall offer
Holders the opportunity to register such amount of Registrable Securities as each Holder may
request (a “Piggyback



5









 






Registration”). Subject to Section 3(b), the Company will include in each such Piggyback
Registration all Registrable Securities with respect to which the Company has received written
requests for inclusion therein. Subject to clause (2) of the proviso at the end of Section 2(a),
the Holders will be permitted to withdraw all or part of the Registrable Securities from a
Piggyback Registration at any time prior to the effective date of such Piggyback Registration.




     Notwithstanding the foregoing, the Company will not be obligated to effect any registration of
Registrable Securities under this Section 3 as a result of the registration of any of its
securities solely in connection with mergers, acquisitions, exchange offers, dividend reinvestment
and share purchase plans offered solely to current holders of the Common Stock, rights offerings or
option or other employee benefit plans.



          (b) Priority on Piggyback Registrations. The Company will cause the managing
underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding
Registrable Securities requested to be included in the registration for such offering to include
therein all such Registrable Securities requested to be so included on the same terms and
conditions as any securities of the Company included therein (other than the indemnification by the
Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing,
if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to
the effect that the total amount of securities that such Holders and the Company propose to include
in such Underwritten Offering is such as to materially and adversely affect the success of such
offering, then the Company will include in such registration (i) first, 100% of the Common Stock of
the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the
Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities
requested to be included in such registration which, with the advice of such managing underwriter,
can be sold without having the adverse effect referred to above, the number of Registrable
Securities which the Holders have requested to be included in such registration, such amount to be
allocated pro rata among all requesting Holders on the basis of the relative number of Registrable
Securities then held by each such Holder.




     Section 4. Restrictions on Sale by Holders. Each Holder agrees, if such Holder is so
requested (pursuant to a timely written notice) by the managing underwriter or underwriters in an
Underwritten Offering, not to effect any public sale or distribution of any of the Company’s
securities of such class or securities convertible or exchangeable into such class (except as part
of such underwritten offering), including a sale pursuant to Rule 144 under the Securities Act,
during the 15-calendar day period prior to, and during the 90-calendar day period beginning on, the
closing date of such Underwritten Offering.



     Section 5. Registration Procedures. In connection with the Company’s registration
obligations pursuant to Sections 2 and 3, the Company will use its commercially reasonable efforts
to effect such registrations to permit the sale of such Registrable Securities in accordance with
the intended method or methods of disposition thereof, and pursuant thereto the Company will as
expeditiously as possible, and in each



6









 







case to the extent applicable (it being understood that the obligations of the Company in
clauses (a), (b), (d), (h), (j), (k), (l), (n) and (q) of this Section 5 will be subject to the
first sentence of Section 3(b) and, except as provided in Section 3(b), the Holders will not have
any right to effect an underwritten public offering under Section 3) use its commercially
reasonable efforts to:




     (a) Prepare and file with the SEC a Registration Statement or Registration Statements
on any appropriate form under the Securities Act available for the sale of the Registrable
Securities by the holders thereof in accordance with the intended method or methods of
distribution thereof, and cause each such Registration Statement to become effective and
remain effective as provided herein; provided, however, that before filing a Registration
Statement or Prospectus or any amendments or supplements thereto the Company will furnish
to the Holders holding Registrable Securities covered by such Registration Statement, not
more than one counsel chosen by Holders holding a majority of the Registrable Securities
being registered (“Special Counsel”) and the managing underwriters, if any, copies of all
such documents proposed to be filed, which documents will be subject to the review of such
Holders, such Special Counsel and such underwriters, and the Company will not file any such
Registration Statement or amendment thereto or any Prospectus or any supplement thereto
(excluding such documents that, upon filing, will be incorporated or deemed to be
incorporated by reference therein) to which the Holders holding a majority of the
Registrable Securities covered by such Registration Statement or the managing underwriter,
if any, shall reasonably object.




     (b) Prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary to keep such Registration Statement
continuously effective for the applicable periods specified in Section 2; cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during the applicable
period in accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement as so amended or in such Prospectus as so
supplemented.




     (c) Notify the selling Holders and the managing underwriters, if any, promptly, and
(if requested by any such person) confirm such notice in writing, (i) when a Prospectus or
any Prospectus supplement or post-effective amendment has been filed, and, with respect to
a Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of any request by the SEC or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or related Prospectus
or for additional information, (iii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of a



7









 







Registration Statement or the initiation of any proceedings for that purpose, (iv) if
at any time the representations and warranties of the Company contained in any agreement
contemplated by Section 5(n) (including any underwriting agreement) cease to be true and
correct in any material respect, (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose, (vi) of the occurrence of any event that makes any
statement made in such Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires the making of any changes in a Registration Statement, Prospectus
or any such document so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading and, in the
case of the Prospectus, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and
(vii) of the Company’s reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.




     (d) Obtain the withdrawal of any order suspending the effectiveness of a Registration
Statement, or the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction, at the
earliest possible moment.




     (e) If requested by the managing underwriters, if any, or Holders holding a majority
of the Registrable Securities being registered, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment such information as the managing underwriters, if
any, and such Holders agree should be included therein as may be required by applicable law
and (ii) make all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after the Company has received notification of the matters
to be incorporated in such Prospectus supplement or post-effective amendment; provided,
however, that the Company will not be required to take any actions under this Section 5(e)
that are not, in the opinion of counsel for the Company, in compliance with applicable law.




     (f) Furnish to each selling Holder and each managing underwriter, if any, without
charge, at least one conformed copy of the Registration Statement and any post-effective
amendment thereto, including financial statements (but excluding schedules, all documents
incorporated or deemed incorporated therein by reference and all exhibits, unless requested
in writing by such holder or underwriter).



8









 






     (g) Deliver to each selling Holder and the underwriters, if any, without charge as
many copies of the Prospectus or Prospectuses relating to such Registrable Securities
(including each preliminary prospectus) and any amendment or supplement thereto as such
persons may reasonably request; and, subject to the last paragraph of this Section 5, the
Company hereby consents to the use of such Prospectus or each amendment or supplement
thereto by each of the selling Holders and the underwriters, if any, in connection with the
offering and sale of the Registrable Securities covered by such Prospectus or any amendment
or supplement thereto.




     (h) Prior to any public offering of Registrable Securities, to register or qualify or
cooperate with the selling Holders, the underwriters, if any, and their respective counsel
in connection with the registration or qualification (or exemption from such registration
or qualification) of such Registrable Securities for offer and sale under the securities or
blue sky laws of such jurisdictions within the United States as any seller or underwriter
reasonably requests in writing; use all commercially reasonable efforts to keep such
registration or qualification (or exemption therefrom) effective during the period the
applicable Registration Statement is required to be kept effective and do any and all other
acts or things necessary or advisable to enable the disposition in each such jurisdiction
of the Registrable Securities covered by the applicable Registration Statement; provided,
however, that the Company will not be required to (i) qualify to do business in any
jurisdiction where it is not then so qualified or (ii) take any action that would subject
it to taxation or service of process in any such jurisdiction where it is not then so
subject.




     (i) Cooperate with the selling Holders and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be sold and enable such Registrable Securities to be in such denominations
and registered in such names as the managing underwriters, if any, shall request at least
two business days prior to any sale of Registrable Securities to the underwriters.




     (j) Cause the Registrable Securities covered by the applicable Registration Statement
to be registered with or approved by such other governmental agencies or authorities within
the United States except as may be required solely as a consequence of the nature of any
selling Holder’s business, in which case the Company will cooperate in all reasonable
respects with the filing of such Registration Statement and the granting of such approvals
as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to
consummate the disposition of such Registrable Securities.




     (k) Upon the occurrence of any event contemplated by Section 5(c)(vi) or 5(c)(vii),
prepare a supplement or post-effective amendment to each Registration Statement or a
supplement to the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as



9









 







thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, such Prospectus will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.




     (l) If requested by Holders holding a majority of the Registrable Securities covered
by such Registration Statement or the managing underwriters, if any, use its commercially
reasonable efforts to cause all Registrable Securities covered by such Registration
Statement to be listed on each securities exchange or automated quotation system, if any,
on which securities issued by the Company of the same class are then listed or quoted.




     (m) As needed, (i) engage an appropriate transfer agent and provide the transfer agent
with printed certificates for the Registrable Securities in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Securities.




     (n) Enter into such customary agreements (including, in the event of an Underwritten
Offering, an underwriting agreement in form, scope and substance as is customary in
underwritten offerings) and take all such other commercially reasonable and customary
actions in connection therewith (including those reasonably requested by the Holders
holding a majority of the Registrable Securities being sold or, in the event of an
Underwritten Offering, those reasonably requested by the managing underwriters) in order to
facilitate the disposition of such Registrable Securities and in such connection, but only
where an underwriting agreement is entered into in connection with an underwritten
registration, (i) make such representations and warranties to the underwriters with respect
to the businesses of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by reference
therein, if any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and when
requested; (ii) obtain opinions of counsel to the Company and updates thereof, which
counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any, addressed to each of the underwriters covering the matters
customarily covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such underwriters; (iii) use commercially reasonable
efforts to obtain “comfort” letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other certified public
accountants of any subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data is, or is required to be, included in the
Registration Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in “comfort” letters in
connection with underwritten offerings; and (iv) deliver such documents and



10









 







certificates as may be reasonably requested by the managing underwriters, if any, to
evidence the continued validity of the representations and warranties of the Company and
its subsidiaries made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in the underwriting agreement entered into by the Company.
The foregoing actions will be taken in connection with each closing under such underwriting
agreement as and to the extent required thereunder.




     (o) Make available for reasonable inspection during normal business hours by a
representative of the Holders holding Registrable Securities being sold, any underwriter
participating in any disposition of Registrable Securities, and any attorney or accountant
retained by such selling Holders or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries, and cause the
officers, directors and employees of the Company and its subsidiaries to supply all
information reasonably requested by any such representative, underwriter, attorney or
accountant in connection with such Registration Statement; provided, however, that any
records, information or documents that are designated by the Company in writing as
confidential at the time of delivery of such records, information or documents will be kept
confidential by such persons unless (i) such records, information or documents are in the
public domain or otherwise publicly available, (ii) disclosure of such records, information
or documents is required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, or (iii) disclosure of such records, information or
documents, in the reasonable opinion of counsel to such person, is otherwise required by
law (including, without limitation, pursuant to the requirements of the Securities Act).




     (p) Comply with all applicable rules and regulations of the SEC and make generally
available to its security holders earning statements satisfying the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) no later than 45 calendar days after the end of any 12-month period (or
90 calendar days after the end of any 12-month period if such period is a fiscal year) (i)
commencing at the end of any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm commitment or best efforts underwritten offering, or (ii) if not
sold to underwriters in such an offering, commencing on the first day of the first fiscal
quarter of the Company, after the effective date of a Registration Statement, which
statements shall cover such 12-month period.




     (q) In connection with any Underwritten Offering, cause appropriate members of
management to cooperate and participate on a reasonable basis in the underwriters’ “road
show” conferences related to such offering.



     The Company may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Company such information regarding the distribution of such
Registrable Securities as the Company may, from time to time,



11









 







reasonably request in writing, and the Company may exclude from such registration the
Registrable Securities of any seller who unreasonably fails to furnish such information within a
reasonable time after receiving such request.



     Each Holder will be deemed to have agreed by virtue of its acquisition of Registrable
Securities that, upon receipt of any notice from the Company of the occurrence of any event of the
kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(v), 5(c)(vi) or 5(c)(vii) (“Suspension
Notice”), such Holder will forthwith discontinue disposition of such Registrable Securities covered
by such Registration Statement or Prospectus (a “Black-Out”) until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 5(k), or until it is
advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be
resumed, and such Holder has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus. Except as expressly
provided herein, there shall be no limitation with regard to the number of Suspension Notices that
the Company is entitled to give hereunder; provided, however, that in no event shall the aggregate
number of days the Holders are subject to Black-Out during any period of 12 consecutive months
exceed 180 days.



     Section 6. Registration Expenses. Subject to clause (2) of the proviso at the end of
section 2(a), all fees and expenses incident to the performance of or compliance with this
Agreement by the Company will be borne by the Company whether or not any of the Registration
Statements become effective. Such fees and expenses will include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses for compliance with
securities or “blue sky” laws), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit with The Depository
Trust Company and of printing a reasonable number of prospectuses if the printing of such
prospectuses is requested by the Holders holding a majority of the Registrable Securities included
in any Registration Statement), (iii) messenger, telephone and delivery expenses incurred by the
Company, (iv) fees and disbursements of counsel for the Company incurred by the Company, (v) fees
and disbursements of all independent certified public accountants referred to in Section 5(n)(iii)
(including the expenses of any special audit and “comfort” letter required by or incident to such
performance) incurred by the Company, (vi) Securities Act liability insurance, if any, and (vii)
fees and expenses of Special Counsel retained by the Holders in connection with the registration
and sale of their Registrable Securities (which counsel will be selected by the Holders of a
majority of the Registrable Securities being sold), provided that any such fees and expenses of
Special Counsel in excess of $20,000 for any offering will not be reimbursed by the Company. In
addition, the Company will pay internal expenses (including without limitation all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit, the fees and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange on which securities of the same class issued by the Company
are then listed and the fees and expenses of any person, including special experts, retained by the
Company. In no event, however, will



12









 







the Company be responsible for any underwriting discount or selling commission with respect to
any sale of Registrable Securities pursuant to this Agreement, and the Holders shall be responsible
on a pro rata basis for any taxes of any kind (including, without limitation, transfer taxes) with
respect to any disposition, sale or transfer of Registrable Securities and for any legal,
accounting and other expenses incurred by them in connection with any Registration Statement.



     Section 7. Indemnification.



          (a) Indemnification by the Company. The Company will, without limitation as to time,
indemnify and hold harmless, to the fullest extent permitted by law, each Holder holding
Registrable Securities registered pursuant to this Agreement, the officers, directors and agents
and employees of each of them, each person who controls such a Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
agents and employees of any such controlling person, from and against all losses, claims, damages,
liabilities, costs (including without limitation the reasonable costs of investigation and
reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or
based upon any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus or in any preliminary prospectus, or arising out of or based upon any
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar and to the extent as the
same are based upon information furnished in writing to the Company by such Holder for use therein;
provided, however, that the Company will not be liable to any Holder to the extent that any such
Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in any Registration Statement, Prospectus or preliminary prospectus if
either (A) (i) such Holder failed to send or deliver a copy of the Prospectus with or prior to the
delivery of written confirmation of the sale by such Holder of a Registrable Security to the person
asserting the claim from which such Losses arise and (ii) the Prospectus would have corrected such
untrue statement or alleged untrue statement or such omission or alleged omission; or (B) such
untrue statement or alleged untrue statement, omission or alleged omission is corrected in an
amendment or supplement to the Prospectus previously furnished by or on behalf of the Company with
copies of the Prospectus, and such Holder thereafter fails to deliver such Prospectus as so amended
or supplemented prior to or concurrently with the sale of a Registrable Security to the person
asserting the claim from which such Losses arise.




          (b) Indemnification by Holders. In connection with any Registration Statement in
which a Holder is participating, such Holder will furnish to the Company in writing such
information as the Company reasonably requests for use in connection with any Registration
Statement, Prospectus or preliminary prospectus and will indemnify, to the fullest extent permitted
by law, the Company, its directors and officers, agents and employees, each person who controls the
Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling persons, from and
against all Losses arising out of or



13









 






based upon any untrue statement of a material fact contained in any Registration Statement,
Prospectus or preliminary prospectus or arising out of or based upon any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, to
the extent, but only to the extent, that such untrue statement or omission is contained in any
information so furnished in writing by such Holder to the Company for use in such Registration
Statement, Prospectus or preliminary prospectus and was relied upon by the Company in the
preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will
the liability of any selling Holder hereunder be greater in amount than the dollar amount of the
proceeds (net of payment of all expenses) received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.




          (c) Conduct of Indemnification Proceedings. If any person shall become entitled to
indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt notice to
the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the
commencement of any action or proceeding with respect to which such indemnified party seeks
indemnification or contribution pursuant hereto; provided, however, that the failure to so notify
the indemnifying party will not relieve the indemnifying party from any obligation or liability
except to the extent that the indemnifying party has been prejudiced materially by such failure.
All reasonable fees and expenses (including any reasonable fees and expenses incurred in connection
with investigating or preparing to defend such action or proceeding) will be paid to the
indemnified party (provided appropriate documentation for such expenses is also submitted with such
notice), as incurred, within five calendar days of written notice thereof to the indemnifying party
(regardless of whether it is ultimately determined that an indemnified party is not entitled to
indemnification hereunder). The indemnifying party will not consent to entry of any judgment or
enter into any settlement or otherwise seek to terminate any action or proceeding in which any
indemnified party is or could be a party and as to which indemnification or contribution could be
sought by such indemnified party under this Section 7, unless such judgment, settlement or other
termination includes as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release, in form and substance reasonably satisfactory to the
indemnified party, from all liability in respect of such claim or litigation for which such
indemnified party would be entitled to indemnification hereunder.




          (d) Contribution. If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) or 7(b) in respect of any Losses or is
insufficient to hold such indemnified party harmless, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, will, severally but not jointly, contribute to the
amount paid or payable by such indemnified party as a result of such Losses, in such proportion as
is appropriate to reflect the relative fault of the indemnifying party or indemnifying parties, on
the one hand, and such indemnified party, on the other hand, in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of



14









 






such indemnifying party or indemnifying parties, on the one hand, and such indemnified party,
on the other hand, will be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or related to information supplied
by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission.
The amount paid or payable by a party as a result of any Losses will be deemed to include any legal
or other fees or expenses incurred by such party in connection with any action or proceeding.




     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 7(d), an indemnifying party that is a
selling Holder will not be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities sold by such indemnifying party and distributed to
the public were offered to the public exceeds the amount of any damages that such indemnifying
party has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.



     The indemnity, contribution and expense reimbursement obligations of the Company hereunder
will be in addition to any liability the Company may otherwise have hereunder or otherwise. The
provisions of this Section 7 will survive so long as Registrable Securities remain outstanding,
notwithstanding any permitted transfer of the Registrable Securities by any Holder thereof or any
termination of this Agreement.



     Section 8. Underwritten Registrations. If any of the Registrable Securities included
in any Demand Registration are to be sold in an Underwritten Offering, the Holders holding a
majority of the Registrable Securities included in the Demand Notice may select an investment
banker or investment bankers and manager or managers to manage the Underwritten Offering, provided
that such investment banker or bankers is (are) reasonably acceptable to the Company. If any
Piggyback Registration is an Underwritten Offering, the Company will have the exclusive right to
select the investment banker or investment bankers and managers to administer the offering. The
Company agrees that, in connection with any Underwritten Offering hereunder, it shall undertake to
offer customary indemnification to the participating underwriters.



     Section 9. Miscellaneous.



          (a) Remedies. In the event of a breach by a party of its obligations under this
Agreement, each other party, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this
Agreement. Each party agrees that monetary damages would not



15









 






be adequate compensation for any loss incurred by reason of a breach by it of any provision of
this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it will waive the defense that a remedy at law would be adequate.




     (b) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented without the prior written consent of the Company and Holders holding in
excess of 50% of the Registrable Securities.



     (c) Notices. Except as set forth below, all notices and other communications provided
for or permitted hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by telex or telecopier, registered or certified mail (return receipt
requested), postage prepaid or courier or overnight delivery service to the Company at the
following address and to a Holder at the address set forth on his or her signature page to this
Agreement (or at such other address for any party as shall be specified by like notice, provided
that notices of a change of address shall be effective only upon receipt thereof):



	 	 	 
	If to the Company:

	 	ValueVision Media, Inc.
	 

	 	6740 Shady Oak Road
	 

	 	Eden Prairie, MN 55344-3433
	 

	 	Attention: General Counsel
	 
	 	 
	 

	 	Telecopy: (612) 947-0188
	 
	 	 
	With copies to (which shall
not constitute notice):

	 	Latham & Watkins LLP

355 South Grand Avenue
	 

	 	Los Angeles, CA 90071-1560
	 

	 	Attention: James P. Beaubien and Jason H.
Silvera
	 
	 

	 	Telecopy: (213) 891-8763
	 
	 	 
	 

	 	and
	 
	 	 
	 

	 	Faegre & Benson LLP
	 

	 	2200 Wells Fargo Center
	 

	 	90 South Seventh Street
	 

	 	Minneapolis, MN 55402-3901
	 

	 	Attention: Peter J. Ekberg
	 
	 	 
	 

	 	Telecopy: (612) 766-1600
	 
	 	 
	If to the
Purchaser:

	 	GE Capital Equity Investments, Inc.

201 Merritt 7






16








 






	 	 	 
	 

	 	1st Floor
	 

	 	Norwalk, CT 06851
	 

	 	Attention: VVTV Account Manager
	 
	 	 
	 

	 	Telecopy: (203) 229-5097
	 
	 	 
	With copies to (which shall
not constitute notice):

	 	Weil, Gotshal & Manges LLP

767 Fifth Avenue
	 

	 	New York, NY 10153
	 

	 	Attention: Alexander D. Lynch
	 
	 	 
	 

	 	Telecopy: (212) 310-8007
	 
	 	 
	If to NBC:

	 	NBC Universal, Inc.
	 

	 	30 Rockefeller Plaza
	 

	 	New York, New York 10112
	 

	 	Attention:  Chief Financial Officer
	 
	 	 
	 

	 	Telecopy: (212) 664-0427        
	 
	 	 
	With copies to (which shall
not constitute notice):

	 	NBC Universal, Inc.

30 Rockefeller Plaza
	 

	 	New York, New York 10112
	 

	 	Attention:  General Counsel
	 
	 	 
	 

	 	Telecopy: (212) 664-4733        






          (d) Merger or Consolidation of the Company. If the Company is a party to any merger
or consolidation pursuant to which Registrable Securities are converted into or exchanged for
securities or the right to receive securities of any other person (“Conversion Securities”), the
issuer of such Conversion Securities shall assume (in a writing delivered to all Holders) all
obligations of the Company hereunder. The Company will not effect any merger or consolidation
described in the immediately preceding sentence unless the issuer of the Conversion Securities
complies with this Section 9(d).




          (e) Successors and Assigns. Subject to the terms and conditions of the Shareholder
Agreement, (i) any transferee of all or a portion of the Registrable Securities and (ii) any
Restricted Party that holds Registrable Securities shall become a Holder hereunder to the extent it
agrees in writing to be bound by all of the provisions applicable hereunder to a Holder (such
acknowledgment being evidenced by execution of a



17









 






Counterpart and Acknowledgment substantially in the form of Exhibit A). Subject to the
requirements of this Section 9(e), this Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto.




          (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed will be deemed to be an
original and all of which taken together will constitute one and the same instrument.




          (g) Headings. The headings in this Agreement are for convenience of reference only
and will not limit or otherwise affect the meaning.




          (h) Governing Law. This agreement will be governed by and construed in accordance
with the laws of the State of New York, as applied to contracts made and performed within the State
of New York, without regard to principles of conflict of laws.




          (i) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein will remain in full force and
effect and will in no way be affected, impaired or invalidated, and the parties hereto will use
their best efforts to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of such which may be
hereafter declared invalid, void or unenforceable.




          (j) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be the complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.




[Signature page follows]




18









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	VALUEVISION MEDIA, INC.

 	 
	 	By:  	/s/ Nathan E. Fagre
 	 
	 	 	Name:  	Nathan E. Fagre 	 
	 	 	Title:  	Senior Vice President, General 

Counsel and Secretary 	 
	 
	 	GE CAPITAL EQUITY INVESTMENTS, INC.

 	 
	 	By:  	/s/ Michael S. Fisher
 	 
	 	 	Name:  	Michael S. Fisher 	 
	 	 	Title:  	Sr. Managing Director 	 
	 
	 	NBC UNIVERSAL, INC.

 	 
	 	By:  	/s/ Salil Mehta
 	 
	 	 	Name:  	Salil Mehta 	 
	 	 	Title:  	President, Business Operations, 

Strategy & Development 	 
	 



19








 




EXHIBIT A


REGISTRATION RIGHTS AGREEMENT
COUNTERPART AND ACKNOWLEDGMENT



			
	TO:	 	The Company






			
	RE:	 	The Amended and Restated Registration 
Rights Agreement (the
“Agreement”) dated 
as of February 25, 2009 by and among the 
Company
and the Holders (as defined in the Agreement)






     The undersigned hereby agrees to be bound by the terms of the Agreement as a party to the
Agreement, and shall be entitled to all benefits of a Holder (as defined in the Agreement) and
shall be subject to all obligations and restrictions of a Holder pursuant to the Agreement, as
fully and effectively as though the undersigned had executed a counterpart of the Agreement
together with the other parties to the Agreement. The undersigned hereby acknowledges having
received and reviewed a copy of the Agreement.



DATED
this ___ day of __,           


	 	 	 	 	 
	By:  	 	 
	 	Title: 	 



Number of Shares of Registrable Securities: