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EXHIBIT 4.11
ADDENDUM TO THE
FIRST AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This Addendum to the First Amended and Restated Registration Rights
Agreement, effective as of the 27th day of January, 2000, is by and between
Archstone Communities Investment LLC-I ("ARCHSTONE") and BroadbandNOW, Inc., a
Delaware corporation (the "COMPANY"). All capitalized terms not defined herein
have the definition assigned in that certain First Amended and Restated
Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), dated
January 25, 2000, by and among the Company and the Purchasers (as defined
below).
W I T N E S S E T H:
WHEREAS, the Company and each of Liberty BBandnow Holdings, LLC,
Archstone, Archstone Communities Trust, Microsoft Corporation, TeleNet Capital
Group, LLC, Telecommunications Investments, LLC, Summit Properties, Inc., CFE,
Inc., Nortel Networks Inc., Ascend Communications Inc., Blue Ridge Investors II
Limited Partnership, I3S Funding I, LLC, Blue Ridge Investors Limited
Partnership, and Paradigm/I3S L.P. (collectively, the "PURCHASERS") previously
entered into the Registration Rights Agreement to grant the Purchasers certain
registration rights; and
WHEREAS, Section 11 of the Registration Rights Agreement provides that
purchasers of Series A Convertible Preferred Stock pursuant to Section 1 of the
Certificate of Designation may be granted registration rights pari passu with
the registration rights granted in the Registration Rights Agreement; and
WHEREAS, Archstone has previously purchased shares of Series A
Convertible Preferred Stock; and
WHEREAS, Archstone and the Company are parties to that certain Series A
Convertible Preferred Stock Purchase Agreement, dated as of the date hereof (the
"PURCHASE AGREEMENT"), whereby Archstone shall purchase and the Company shall
issue and sell an additional 26,596 shares of Series A Convertible Preferred
Stock (the "ADDITIONAL SHARES"); and
WHEREAS, the obligations of Archstone under the Purchase Agreement are
conditioned among other things, upon the execution and delivery of this Addendum
Agreement by the Company; and
WHEREAS, the Company desires to add Archstone as a party to the
Registration Rights Agreement with respect to the Additional Shares.
NOW, THEREFORE, in consideration of the premises and mutual covenants
in the Registration Rights Agreement and herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned parties hereto agree that Archstone shall be bound by, and shall
have the rights, obligations and benefit of, all the terms and conditions set
out in the Registration Rights Agreement, which are incorporated herein by
reference, as a "Purchaser" and as a "Holder".
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This Addendum to the First Amended and Restated Registration Rights
Agreement is executed as of the date first above written.
ARCHSTONE COMMUNITIES
INVESTMENT LLC-I
By: Archstone Communities Trust,
its Manager
By: /s/ XXXXXXX X. XXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Chief Financial Officer
BROADBANDNOW, INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, Vice President of Corporate
Development and Chief Financial Officer