0000950152-09-001773 Sample Contracts

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
Registration Rights Agreement • February 26th, 2009 • Valuevision Media Inc • Retail-catalog & mail-order houses • New York

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.

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EXCHANGE AGREEMENT By and Between VALUEVISION MEDIA, INC. G.E. CAPITAL EQUITY INVESTMENTS, INC. and NBC UNIVERSAL, INC. Dated as of February 25, 2009
Exchange Agreement • February 26th, 2009 • Valuevision Media Inc • Retail-catalog & mail-order houses • New York

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 25, 2009 by and among ValueVision Media, Inc., a Minnesota corporation (the “Company”), GE Capital Equity Investments, Inc. (the “Purchaser”), a Delaware corporation, and with respect to Sections 2.04, 2.05, 4.03, 5.03, 8.10 and Articles I and VIII only, NBC Universal, Inc., a Delaware corporation and Affiliate of the Purchaser (“NBC”).

AMENDED AND RESTATED SHAREHOLDER AGREEMENT dated as of February 25, 2009 among ValueVision Media, Inc. GE Capital Equity Investments, Inc. and NBC Universal, Inc.
Shareholder Agreement • February 26th, 2009 • Valuevision Media Inc • Retail-catalog & mail-order houses • New York

AMENDED AND RESTATED SHAREHOLDER AGREEMENT, dated as of February 25, 2009, (this “Agreement”) among ValueVision Media, Inc., a Minnesota corporation (together with its successors, the “Company”), GE Capital Equity Investments, Inc., a Delaware corporation (together with its successors, “GE Capital Equity Investments”), and NBC Universal, Inc., a Delaware corporation (together with its successors, “NBC”).

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