-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IZ8CWJkStxi8AD6jkQJ8wLkPoB/ya6stdzTGB1QqM1LWwqzmS14NLKuujzT9VQGB 3uoQoHO+ZhXeUXeXfy+8yw== 0000950142-02-000294.txt : 20020415 0000950142-02-000294.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950142-02-000294 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020318 GROUP MEMBERS: GAP COINVESTMENT PARTNERS II, L.P. GROUP MEMBERS: GAP COINVESTMENT PARTNERS, L.P. GROUP MEMBERS: GAPSTAR, LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 46, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 54, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 74, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TICKETS COM INC CENTRAL INDEX KEY: 0001038083 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 061424841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58209 FILM NUMBER: 02577857 BUSINESS ADDRESS: STREET 1: 555 ANTON BLVD 12TH FL CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7143275400 MAIL ADDRESS: STREET 1: 4675 MACARTHUR CT STREET 2: SUITE 1400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: ADVANTIX INC DATE OF NAME CHANGE: 19990202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 SC 13D/A 1 sc13da3-tickets.txt AMENDMENT NO. 3 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) ----------------------- TICKETS.COM, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.000225 PER SHARE (Title of Class of Securities) 88633M101 (CUSIP Number) THOMAS J. MURPHY C/O GENERAL ATLANTIC SERVICE CORPORATION 3 PICKWICK PLAZA GREENWICH, CONNECTICUT 06830 TEL. NO.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- MARCH 15, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ - ----------------------------- ----------------------------- 977383108 Page 2 of 19 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 16,485,981 shares of common stock, REPORTING par value $0.000225 PERSON ------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 977383108 Page 3 of 19 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 46, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 16,485,981 shares of common stock, REPORTING par value $0.000225 PERSON ------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 977383108 Page 4 of 19 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 54, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 16,485,981 shares of common stock, REPORTING par value $0.000225 PERSON ------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 977383108 Page 5 of 19 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 74, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 16,485,981 shares of common stock, REPORTING par value $0.000225 PERSON ------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 977383108 Page 6 of 19 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GapStar, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 16,485,981 shares of common stock, REPORTING par value $0.000225 PERSON ------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 977383108 Page 7 of 19 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 16,485,981 shares of common stock, REPORTING par value $0.000225 PERSON ------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4%. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 977383108 Page 8 of 19 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 16,485,981 shares of common stock, REPORTING par value $0.000225 PERSON ------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,485,981 shares of common stock, par value $0.000225 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 977383108 Page 9 of 19 - ----------------------------- ----------------------------- AMENDMENT NO.2 TO SCHEDULE 13D. This Amendment No. 3 to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, dated as of June 21, 2001, as amended by Amendment No. 1 thereto, dated as of August 6, 2001, as amended by Amendment No. 2 thereto, dated as of August 31, 2001, with respect to the shares of Common Stock, par value $0.000225 per share (the "Common Stock") of Tickets.com, Inc., a Delaware corporation (the "Company"). ITEM 1. SECURITY AND ISSUER. Unchanged. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety as follows: This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. The members of the group are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 46, L.P., a Delaware limited partnership ("GAP 46"), General Atlantic Partners 54, L.P., a Delaware limited partnership ("GAP 54"), General Atlantic Partners 74, L.P., a Delaware limited partnership ("GAP 74"), GapStar, LLC, a Delaware limited liability company ("GapStar"), GAP Coinvestment Partners, L.P., a New York limited partnership ("GAPCO"), and GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAPCO II" and, collectively with GAP, GAP 46, GAP 54, GAP 74, GapStar and GAPCO, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. The - ----------------------------- ----------------------------- 977383108 Page 10 of 19 - ----------------------------- ----------------------------- general partner of each of GAP 46, GAP 54 and GAP 74 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, Peter Currie, Mark F. Dzialga, Erik Engstrom, Klaus Esser, William E. Ford, William O. Grabe, David C. Hodgson, Braden R. Kelly, Rene M. Kern, William J. Lansing, , Matthew Nimetz, Clifton S. Robbins, Franchon M. Smithson, Tom C. Tinsley, Florian Wendelstadt and John Wong (collectively, the "GAP Managing Members"). Mr. Kelly is a director of the Company. The GAP Managing Members (other than Mr. Esser) are also the general partners of GAPCO and GAPCO II. The business address of each of the GAP Managing Members (other than Messrs. Esser, Currie, Kelly, Kern, Lansing, Wendelstadt and Wong) is 3 Pickwick Plaza, Greenwich, Connecticut 06830. The business address of Mr. Esser is Koenigsallee 62, 40212, Duesseldorf, Germany. The business address of Messrs. Kern and Wendelstadt is 83 Pall Mall, Sixth Floor, London SW1Y 5ES, United Kingdom. The business address of Messrs. Currie, Kelly and Lansing is 630 Hansen Way, Palo Alto, California 94304. The business address of Mr. Wong is 24 Raffles Place, 29-04 Clifford Center, Singapore 048621. The present principal occupation or employment of each of the GAP Managing Members is as a managing member of GAP. Each of the GAP Managing Members, other than Messrs. Engstrom, Esser, Kern, Wendelstadt and Wong, is a citizen of the United States. Messrs. Esser, Kern and Wendelstadt are citizens of Germany; Mr. Engstrom is a citizen of Sweden; and Mr. Wong is a citizen of Singapore. None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in such Reporting Person or individual being subject to a judgment, decree or final order finding any violation of - ----------------------------- ----------------------------- 977383108 Page 11 of 19 - ----------------------------- ----------------------------- federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and supplemented by the addition of the following: This Amendment No. 3 is being filed by the Reporting Persons as a result of the execution by GAP 74, GAPCO II and GapStar of the Securities Purchase Agreement, dated March 15, 2002, by and among the Company, GAP 74, GAPCO II and GapStar (the "Securities Purchase Agreement"), pursuant to which GAP 74, GAPCO II and GapStar agreed to purchase on March 25, 2002 (the "Closing Date"), for an aggregate purchase price of $20,000,000, an aggregate of 8,474,576 shares of the Company's Series G Senior Cumulative Redeemable Convertible Participating Preferred Stock (the "Series G Stock") and warrants to purchase, at an exercise price of $2.36 per share, 1,800,000 shares of Common Stock. See Item 6 below for a more complete description of the Securities Purchase Agreement. The source of funds was from contributions from partners of GAP 74 and GAPCO II and advances under an existing credit facility for GapStar. ITEM 4. PURPOSE OF TRANSACTION. Unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) As of the date hereof, GAP, GAP 46, GAP 54, GAP 74, GapStar, GAPCO and GAPCO II each own of record no shares of Common Stock, 525,483 shares of Common Stock, 339,844 shares of Common Stock, 340,368 shares of Common Stock, 25,844 shares of Common Stock, 109,436 shares of Common Stock and 118,236 shares - ----------------------------- ----------------------------- 977383108 Page 12 of 19 - ----------------------------- ----------------------------- of Common Stock, respectively, or 0%, 2.3%, 1.5%, 1.5%, 0.1%, 0.5% and 0.5% respectively, of the Company's issued and outstanding shares of Common Stock. In addition, as of the date hereof, GAP 74, GapStar and GAPCO II each own of record 14,404,950 shares of Series F Senior Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock") convertible into 3,891,176 shares of Common Stock, 1,093,750 shares of Series F Preferred Stock convertible into 295,451 shares of Common Stock and 2,001,300 shares of Preferred Stock convertible into 540,606 shares of Common Stock, respectively, or 17.3%, 1.3% and 2.4%, respectively, of the Company's issued and outstanding shares of Common Stock. As of the date hereof, GAP 54 and GAPCO II each own of record warrants to purchase 20,650 shares of Common Stock and warrants to purchase 4,311 shares of Common Stock, respectively, or 0.1% and 0% of the Company's issued and outstanding shares of Common Stock. In addition, on the Closing Date (i) GAP 74, GAPCO II and GapStar will own of record 7,003,889 shares of Series G Preferred Stock initially convertible into 7,003,889 shares of Common Stock, 1,346,163 shares of Series G Preferred Stock initially convertible into 1,346,163 shares of Common Stock and 124,524 shares of Series G Preferred Stock initially convertible into 124,524 shares of Common Stock, respectively, or 31.2%, 6.1% and 0.6%, respectively, of the Company's issued and outstanding shares of Common Stock and (ii) GAP 74, GAPCO II and GapStar will own of record warrants to purchase 1,487,626 shares of Common Stock, warrants to purchase 285,925 shares of Common Stock and warrants to purchase 26,449 shares of Common Stock, or 6.6%, 1.3% and 0.1%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that the GAP Managing Members (other than Mr. Esser) are also the general partners authorized and empowered to vote and dispose of the securities held by GAPCO and GAPCO II, and that GAP is the general partner of GAP 46, GAP 54 and GAP 74 and the managing member of GapStar, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of - ----------------------------- ----------------------------- 977383108 Page 13 of 19 - ----------------------------- ----------------------------- the shares of Common Stock, as converted, which each owns of record. Accordingly, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 16,485,981 shares of Common Stock or 73.4% of the Company's issued and outstanding shares of Common Stock. (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 16,485,981 shares of Common Stock that may be deemed to be owned beneficially by each of them. (c) Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days. (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER. Item 6 is hereby amended by adding the following thereto: As noted above, pursuant to the Securities Purchase Agreement, (i) GAP 74 agreed to purchase from the Company an aggregate of 7,003,889 shares of Series G Preferred Stock and warrants to purchase, at an exercise price of $2.36 per share, 1,487,626 shares of Common Stock, for an aggregate purchase price of $16,529,178.00, (ii) GapStar agreed to purchase from the Company an aggregate of 124,524 shares of Series G Preferred Stock and warrants to purchase, at an exercise price of $2.36 per share, 26,449 shares of Common Stock, for an aggregate purchase price of - ----------------------------- ----------------------------- 977383108 Page 14 of 19 - ----------------------------- ----------------------------- $293,877.00 and (iii) GAPCO II agreed to purchase from the Company an aggregate of 1,346,163 shares of Series G Preferred Stock and warrants to purchase, at an exercise price of $2.36 per share, 285,925 shares of Common Stock, for an aggregate purchase price of $3,176,945.00, respectively, or 37.8%, 0.7% and 7.4% of the Company's issued and outstanding shares of Common Stock. If the Company pays dividends on the Common Stock, then the holders of the Series G Preferred Stock are entitled to share in such dividends on a pro rata basis as if their shares of Series G Preferred Stock had been converted into Common Stock. In addition, the holders of the Series G Preferred Stock shall be paid cumulative dividends at an annual rate of (i) nine percent per annum of the Accreted Value (as hereinafter defined) over (ii) any cash dividends paid to the holders of the Series G Preferred Stock, if any. Such dividends accrue and compound quarterly (the "Compounding Date") whether or not declared by the Board of Directors, and are added to the Accreted Value on each such quarterly date. The Accreted Value means, with respect to each share of Series G Preferred Stock, $2.36 plus the amount of any dividends which have accrued, compounded and been added thereto. Each share of Series G Preferred Stock is convertible into shares of Common Stock at the conversion ratio equal to (i) the Accreted Value plus all dividends accrued since the previous Compound Date divided by (ii) $2.36, subject to certain anti-dilution adjustments. On March 15, 2007, all of the shares of Series G Preferred Stock must be redeemed by the Company in cash, at a redemption price per share equal to the greater of (x) the product of two times the sum of the Accreted Value at the time of such redemption plus all dividends that have accrued since the previous Compounding Date (such product, the "Liquidation Payment") or (y) the average trading price of one share of - ----------------------------- ----------------------------- 977383108 Page 15 of 19 - ----------------------------- ----------------------------- Common Stock on each of the twenty consecutive trading days ending on and including the trading day prior to such redemption date. In addition, in the event of a conversion on or after March 15, 2004, GAP 74, GapStar and GAPCO II shall be entitled to receive an additional amount equal to the Liquidation Payment, as defined, for each share of Series G Preferred Stock converted (with respect to a maximum of 2,824,858 shares of Series G Preferred Stock and 5,649,717 shares of Series G Preferred Stock converted prior to March 15, 2005 and March 15, 2006, respectively) payable at the election of GAP 74, GapStar and GAPCO II in either cash or shares of Common Stock. In addition, concurrently with the execution of the Securities Purchase Agreement, the Company, GAP 74, GAPCO II, GapStar and certain other investors are entering into an Amended and Restated Registration Rights Agreement (the "Amended and Restated Registration Rights Agreement"). Pursuant to the Amended and Restated Registration Rights Agreement, GAP 74, GAPCO II and GapStar as a group will have two demand registration rights for an underwritten offering, and they and the other investors will have customary "piggy-back" registration rights in both primary and secondary offerings (I.E., they have a right to participate in registrations initiated by the Company or other stockholders of the Company). Pursuant to the Letter Agreement dated March 15, 2002, between the Company and GAP 74, GAP 74 agreed to loan an aggregate of $1,000,000 to the Company in consideration of a 9% Senior Promissory Note due April 14, 2002 (the "Note"). The Company will use a portion of the proceeds from the sale of the shares of Series G Preferred Stock and the warrants to repay the Note. The foregoing summaries of the Securities Purchase Agreement, the Amended and Restated Registration Rights Agreement, the Letter Agreement and the - ----------------------------- ----------------------------- 977383108 Page 16 of 19 - ----------------------------- ----------------------------- Note are qualified in their entirety by reference to Exhibits 1, 2 and 3 to this Amendment No. 3 which are incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1: Securities Purchase Agreement, dated March 15, 2002, among the Company, GAP 74, GapStar and GAPCO II, as filed by the Company as Exhibit 10.1 to its Registration Statement on Form 8-K, filed with the Securities and Exchange Commission on March 18, 2002, which is incorporated by reference. Exhibit 2: Amended and Restated Registration Rights Agreement, dated March 15, 2002 among the Company and certain shareholders of the Company, including GAP 74, GAPCO II and GapStar. Exhibit 3: Letter Agreement between GAP 74 and the Company, dated March 15, 2002 together with Exhibit A thereto containing the Note. Exhibit 4: Power of Attorney, dated January 7, 2002, appointing Thomas J. Murphy Attorney-in-Fact for GAP. Exhibit 5: Power of Attorney, dated January 7, 2002, appointing Thomas J. Murphy Attorney-in-Fact for GAPCO. Exhibit 6: Power of Attorney, dated January 7, 2002, appointing Thomas J. Murphy Attorney-in-Fact for GAPCO II. - ----------------------------- ----------------------------- 977383108 Page 18 of 19 - ----------------------------- ----------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of March 18, 2002. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 46, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact - ----------------------------- ----------------------------- 977383108 Page 19 of 19 - ----------------------------- ----------------------------- GENERAL ATLANTIC PARTNERS 54, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 74, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAPSTAR, LLC By: General Atlantic Partners, LLC, Its managing member By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact EX-99 3 ex2sc13da3-tickets.txt EXHIBIT 2 EXHIBIT 2 to SCHEDULE 13D EXECUTION COPY -------------- ================================================================================ AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among TICKETS.COM, INC., GENERAL ATLANTIC PARTNERS 74, L.P., GAP COINVESTMENT PARTNERS II, L.P., GAPSTAR, LLC, ARDARA INC., INTERNATIONAL CAPITAL PARTNERS, INC., PROFIT SHARING TRUST SPORTS CAPITAL PARTNERS, L.P. SPORTS CAPITAL PARTNERS (CAYMAN ISLANDS), L.P. SPORTS CAPITAL PARTNERS CEV, LLC and THE OTHER PARTIES NAMED HEREIN ----------------------- Dated: March 15, 2002 ----------------------- ================================================================================ TABLE OF CONTENTS ----------------- PAGE ---- 1. Definitions...........................................................2 2. General; Securities Subject to this Agreement.........................7 (a) Grant of Rights..............................................7 (b) Registrable Securities.......................................7 (c) Holders of Registrable Securities............................7 3. Demand Registration...................................................7 (a) Request for Demand Registration..............................7 (b) Incidental or "Piggy-Back" Rights with Respect to a Demand Registration..........................................8 (c) Effective Demand Registration................................9 (d) Expenses.....................................................9 (e) Additional Demand Registration...............................9 (f) Underwriting Procedures......................................9 (g) Selection of Underwriters...................................10 4. Incidental or "Piggy-Back" Registration..............................10 (a) Request for Incidental Registration.........................10 (b) Expenses....................................................11 5. Shelf Registration...................................................11 (a) Request for a Form S-3 Shelf Registration...................11 (b) Form S-3 Underwriting Procedures............................12 (c) Limitations on Form S-3 Registrations.......................12 (d) Expenses....................................................13 (e) No Demand Registration......................................13 6. Holdback Agreements..................................................13 (a) Restrictions on Public Sale by Designated Holders...........13 (b) Restrictions on Public Sale by the Company..................13 7. Registration Procedures..............................................14 (a) Obligations of the Company..................................14 (b) Seller Information..........................................17 (c) Notice to Discontinue.......................................17 (d) Registration Expenses.......................................17 8. Indemnification; Contribution........................................18 (a) Indemnification by the Company..............................18 (b) Indemnification by Designated Holders.......................18 (c) Conduct of Indemnification Proceedings......................19 (d) Contribution................................................20 i 9. Rule 144.............................................................20 10. Miscellaneous........................................................21 (a) Recapitalizations, Exchanges, etc...........................21 (b) No Inconsistent Agreements..................................21 (c) Remedies....................................................21 (d) Amendments and Waivers......................................21 (e) Notices.....................................................22 (f) Successors and Assigns; Third Party Beneficiaries...........24 (g) Counterparts................................................24 (h) Headings....................................................25 (i) Governing Law...............................................25 (j) Severability................................................25 (k) Rules of Construction.......................................25 (l) Entire Agreement............................................25 (m) Further Assurances..........................................25 (n) Other Agreements............................................25 SCHEDULE 1.....................................................................i ii AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 15, 2002 (as amended, modified and/or supplemented from time to time, this "AGREEMENT"), by and among Tickets.com, Inc., a Delaware corporation (the "COMPANY"), General Atlantic Partners 74, L.P., a Delaware limited partnership ("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAP COINVESTMENT"), GapStar, LLC, a Delaware limited liability company ("GAPSTAR"), Ardara Inc., a British Virgin Islands corporation ("ARDARA"), International Capital Partners, Inc., Profit Sharing Trust, a Connecticut corporation ("ICP"), Sports Capital Partners, L.P., a Delaware limited partnership ("SC DELAWARE"), Sports Capital Partners (Cayman Islands), L.P., a Cayman Islands limited partnership ("SC CAYMAN"), Sports Capital Partners CEV, LLC, a Delaware limited liability company ("SC LLC" and together with SC Delaware and SC Cayman, "SPORTS CAPITAL"), and the other persons set forth on Schedule 1 attached hereto (the "OTHER INVESTORS"). WHEREAS, certain of the parties hereto are parties to the Registration Rights Agreement, dated as of June 21, 2001, as amended by Amendment No. 1 thereto, dated as of August 1, 2001 (collectively, the "ORIGINAL AGREEMENT"); WHEREAS, pursuant to the Stock Purchase Agreement, dated as of May 1, 2001 (the "MAY STOCK PURCHASE AGREEMENT"), by and among the Company, GAP LP, GAP Coinvestment, GapStar and ICP, as amended by (i) Amendment No. 1 to the May Stock Purchase Agreement, dated as of June 21, 2001 ("AMENDMENT NO. 1"), by and among the Company, GAP LP, GAP Coinvestment, GapStar and ICP and (ii) Amendment No. 2 to the May Stock Purchase Agreement, dated as of June 21, 2001 ("AMENDMENT NO. 2" and collectively with the May Stock Purchase Agreement and Amendment No. 1, the "SERIES F STOCK PURCHASE AGREEMENT"), by and among the Company, GAP LP, GAP Coinvestment, GapStar, ICP and the other parties named therein, the Company issued and sold to GAP LP, GAP Coinvestment, GapStar, ICP, Ardara and the other parties named therein, an aggregate of 28,333,333 shares of Series F Senior Cumulative Redeemable Preferred Stock, par value $0.000225 per share, of the Company (the "SERIES F PREFERRED STOCK"); WHEREAS, pursuant to the Securities Purchase Agreement, dated as of March 15, 2002 (the "SECURITIES PURCHASE AGREEMENT"), by and among the Company, GAP LP, GAP Coinvestment and GapStar, the Company has agreed to issue and sell to GAP LP, GAP Coinvestment and GapStar, (i) an aggregate of 8,474,576 shares of Series G Senior Cumulative Redeemable Convertible Participating Preferred Stock, par value $0.000225 per share, of the Company (the "SERIES G PREFERRED STOCK") and (ii) warrants (the "WARRANTS") to purchase, at an exercise price of $2.36 per share, an aggregate of 1,800,000 shares of Common Stock (as hereinafter defined); WHEREAS, in order to induce each of GAP LP, GAP Coinvestment and GapStar to purchase its shares of Series G Preferred Stock, the Company, the General Atlantic Stockholders and ICP desire to amend and restate in its entirety the Original Agreement in the manner set forth herein; 2 WHEREAS, pursuant to the terms of Section 10(d) of the Original Agreement, the Original Agreement may not be amended unless consented to in writing by (i) the Company, (ii) the General Atlantic Stockholders and (iii) ICP; and WHEREAS, the parties hereto intend to supersede and restate in its entirety the Original Agreement in the manner set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. DEFINITIONS. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "AFFILIATE" means any Person who is an "affiliate" as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. In addition, the following shall be deemed to be Affiliates of GAP LP, GapStar and GAP Coinvestment: (a) GAP LLC, the members of GAP LLC, the limited partners of GAP Coinvestment, the limited partners of GAP LP and the members of GapStar; (b) any Affiliate of GAP LLC, the members of GAP LLC, the limited partners of GAP Coinvestment, the limited partners of GAP LP or the members of GapStar; and (c) any limited liability company or partnership a majority of whose members or partners, as the case may be, are members or former members of GAP LLC or consultants or key employees of General Atlantic Service Corporation, a Delaware corporation and an Affiliate of GAP LLC. In addition, GAP LP, GAP Coinvestment and GapStar shall be deemed to be Affiliates of one another. Additionally, the following shall be deemed to be Affiliates of SC LLC, SC Delaware and SC Cayman: (a) the direct and indirect beneficial owners (whether limited or general partners, shareholders, stockholders or otherwise) of SC LLC, the direct and indirect beneficial owners (whether limited or general partners, shareholders, stockholders or otherwise) of SC Delaware and the direct and indirect beneficial owners (whether limited or general partners, shareholders, stockholders or otherwise) of SC Cayman; (b) any Affiliate of the members of SC LLC, the limited partners of SC Delaware or the limited partners of SC Cayman; and (c) any limited liability company or partnership a majority of whose members or partners, as the case may be, are members or key employees of Sports Capital Partners, LLC, a Delaware limited liability company, SC LLC, SC Delaware or SC Cayman. SC LLC, SC Delaware and SC Cayman shall be deemed to be Affiliates of one another. In addition, with respect to the Other Investors, the term "Affiliate" is intended to refer to affiliates of the persons listed under the column "Purchasers" on SCHEDULE 1. "AGREEMENT" means this Agreement as the same may be further amended, supplemented or modified in accordance with the terms thereof. "APPROVED UNDERWRITER" has the meaning set forth in Section 3(g) of this Agreement. "ARDARA" has the meaning set forth in the preamble to this Agreement. 3 "BOARD OF DIRECTORS" means the Board of Directors of the Company. "CLOSING PRICE" means, with respect to the Registrable Securities, as of the date of determination, (a) if the Registrable Securities are listed on a national securities exchange, the closing price per share of a Registrable Security on such date published in THE WALL STREET JOURNAL (NATIONAL EDITION) or, if no such closing price on such date is published in THE WALL STREET JOURNAL (NATIONAL EDITION), the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which the Registrable Securities are then listed or admitted to trading; or (b) if the Registrable Securities are not then listed or admitted to trading on any national securities exchange but are designated as national market system securities by the NASD, the last trading price per share of a Registrable Security on such date; or (c) if there shall have been no trading on such date or if the Registrable Securities are not designated as national market system securities by the NASD, the average of the reported closing bid and asked prices of the Registrable Securities on such date as shown by The Nasdaq Stock Market, Inc. (or its successor) and reported by any member firm of The New York Stock Exchange, Inc. selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined in good faith by the Board of Directors or, if such determination is not satisfactory to the Designated Holder for whom such determination is being made, by a nationally recognized investment banking firm selected by the Company and such Designated Holder, the expenses for which shall be borne equally by the Company and such Designated Holder. If trading is conducted on a continuous basis on any exchange, then the closing price shall be at 4:00 P.M. New York City time. "COMMISSION" means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act and the Exchange Act. "COMMON STOCK" means the Common Stock, par value $0.000225 per share, of the Company or any other capital stock of the Company into which such stock is reclassified or reconstituted and any other common stock of the Company. "COMMON STOCK EQUIVALENTS" means any security or obligation which is by its terms, directly or indirectly, convertible, exchangeable or exercisable into or for shares of Common Stock, including, without limitation, the Preferred Stock and Warrants, and any option, warrant or other subscription or purchase right with respect to Common Stock or any Common Stock Equivalent. "COMPANY" has the meaning set forth in the preamble to this Agreement. "COMPANY UNDERWRITER" has the meaning set forth in Section 4(a) of this Agreement. "DEMAND REGISTRATION" has the meaning set forth in Section 3(a) of this Agreement. 4 "DESIGNATED HOLDER" means each of the General Atlantic Stockholders, the Major Stockholders and any transferee of any of them to whom Registrable Securities have been transferred in accordance with Section 10(f) of this Agreement, other than a transferee to whom Registrable Securities have been transferred pursuant to a Registration Statement under the Securities Act or Rule 144 or Regulation S under the Securities Act (or any successor rule thereto). "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. "FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT" means the Fifth Amended and Restated Investor Rights Agreement, dated August 4, 1999, among the Company and the other Persons named therein. "GAP COINVESTMENT" has the meaning set forth in the preamble to this Agreement. "GAP LLC" means General Atlantic Partners, LLC, a Delaware limited liability company and the general partner of GAP LP and the managing member of GapStar, and any successor to such entity. "GAP LP" has the meaning set forth in the preamble to this Agreement. "GAPSTAR" has the meaning set forth in the preamble to this Agreement. "GENERAL ATLANTIC STOCKHOLDERS" means GAP LP, GAP Coinvestment, GapStar, any Subsequent General Atlantic Purchaser and any transferee thereof to whom Registrable Securities are transferred in accordance with Section 10(f) of this Agreement. "HOLDERS' COUNSEL" has the meaning set forth in Section 7(a)(i) of this Agreement. "ICP" has the meaning set forth in the preamble to this Agreement. "INCIDENTAL REGISTRATION" has the meaning set forth in Section 4(a) of this Agreement. "INDEMNIFIED PARTY" has the meaning set forth in Section 8(c) of this Agreement. "INDEMNIFYING PARTY" has the meaning set forth in Section 8(c) of this Agreement. "INITIATING HOLDERS" has the meaning set forth in Section 3(a) of this Agreement. "INSPECTOR" has the meaning set forth in Section 7(a)(vii) of this Agreement. 5 "LIABILITY" has the meaning set forth in Section 8(a) of this Agreement. "MAJOR STOCKHOLDERS" means Ardara, ICP, Sports Capital, the Other Investors and any transferee thereof to whom Registrable Securities are transferred in accordance with Section 10(f) of this Agreement. "MAY STOCK PURCHASE AGREEMENT" has the meaning set forth in the recitals to this Agreement. "NASD" means the National Association of Securities Dealers, Inc. "ORIGINAL AGREEMENT" has the meaning set forth in the recitals to this Agreement. "OTHER INVESTORS" has the meaning set forth in the preamble to this Agreement. "PERSON" means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "PREFERRED STOCK" means the Series F Preferred Stock and the Series G Preferred Stock. "RECORDS" has the meaning set forth in Section 7(a)(vii) of this Agreement. "REGISTRABLE SECURITIES" means each of the following: (a) any and all shares of Common Stock owned by the Designated Holders or issued or issuable upon conversion of shares of Preferred Stock or issued or issuable upon exercise of the Warrants, and any shares of Common Stock issued or issuable upon conversion of any shares of preferred stock or exercise of any warrants acquired by any of the Designated Holders after the date hereof, (b) any other shares of Common Stock acquired or owned by any of the Designated Holders after the date hereof if such Designated Holder is an Affiliate of the Company and (c) any shares of Common Stock issued or issuable to any of the Designated Holders with respect to the Registrable Securities by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any shares of Common Stock or voting common stock issuable upon conversion, exercise or exchange thereof. "REGISTRATION EXPENSES" has the meaning set forth in Section 7(d) of this Agreement. "REGISTRATION STATEMENT" means a registration statement filed pursuant to the Securities Act. 6 "S-3 INITIATING HOLDERS" has the meaning set forth in Section 5(a) of this Agreement. "S-3 REGISTRATION" has the meaning set forth in Section 5(a) of this Agreement. "SC CAYMAN" has the meaning set forth in the preamble to this Agreement. "SC DELAWARE" has the meaning set forth in the preamble to this Agreement. "SC LLC" has the meaning set forth in the preamble to this Agreement. "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "SECURITIES PURCHASE AGREEMENT" has the meaning set forth in the recitals to this Agreement. "SERIES F PREFERRED STOCK" has the meaning set forth in the recitals to this Agreement. "SERIES F STOCK PURCHASE AGREEMENT" has the meaning set forth in the recitals to this Agreement. "SERIES G PREFERRED STOCK" has the meaning set forth in the recitals to this Agreement. "SPORTS CAPITAL" has the meaning set forth in the preamble to this Agreement. "SUBSEQUENT GENERAL ATLANTIC PURCHASER" means any Affiliate of GAP LLC that, after the date hereof, acquires shares of Common Stock, Preferred Stock or any Common Stock Equivalents. "VALID BUSINESS REASON" has the meaning set forth in Section 3(a) of this Agreement. "WARRANTS" has the meaning set forth in the recitals to this Agreement. "ZESIGER" means Zesiger Capital Group LLC, a New York limited liability company. 7 2. GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT. (a) GRANT OF RIGHTS. The Company hereby grants registration rights to the Designated Holders upon the terms and conditions set forth in this Agreement. (b) REGISTRABLE SECURITIES. For the purposes of this Agreement, with respect to each Designated Holder, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by such Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement. (c) HOLDERS OF REGISTRABLE SECURITIES. A Person is deemed to be a holder of Registrable Securities whenever such Person owns of record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities whether or not such acquisition or conversion has actually been effected. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion of another security shall be deemed outstanding for the purposes of this Agreement. 3. DEMAND REGISTRATION. (a) REQUEST FOR DEMAND REGISTRATION. At any time after the date hereof, one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "INITIATING HOLDERS"), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that (x) subject to Section 3(e), the Company shall not be obligated to effect more than two (2) such Demand Registrations for the General Atlantic Stockholders and (y) the Company shall not be obligated to effect a registration pursuant to this Section 3(a) during such time as the Company has an "evergreen" shelf registration with respect to all such Registrable Securities pursuant to Rule 415 under the Securities Act on form S-3 (or any successor form) and such shelf registration has been declared, and remains, effective. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand 8 Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one director elected by the holders of the Series F Preferred Stock and one director elected by the holders of the Series G Preferred Stock, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. (b) INCIDENTAL OR "PIGGY-BACK" RIGHTS WITH RESPECT TO A DEMAND REGISTRATION. Each of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this Section 3(b). Within seven (7) days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) and (ii) subject to Section 3(f), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within ten (10) days of the receipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder's rights under this Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. If a Designated Holder sends the Company a written request for inclusion of part or all of such Designated Holder's Registrable Securities in a registration, such Designated Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Designated Holder reasonably determines that participation in such registration would have a material adverse effect on such Designated Holder. 9 (c) EFFECTIVE DEMAND REGISTRATION. The Company shall use its commercially reasonable efforts to cause any such Demand Registration to become and remain effective not later than sixty (60) days after it receives a request under Section 3(a) hereof. A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) 120 days; PROVIDED, HOWEVER, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder. (d) EXPENSES. The Company shall pay all Registration Expenses in connection with a Demand Registration, whether or not such Demand Registration becomes effective. (e) ADDITIONAL DEMAND REGISTRATION. If at least seventy-five percent (75%) of the Registrable Securities proposed to be registered in such Demand Registration are not included in such Demand Registration, then the General Atlantic Stockholders as a group shall have the right to require the Company to effect an additional registration under the Securities Act of all or part of the Registrable Securities held by such General Atlantic Stockholders in accordance with the provisions of this Section 3, and the Company shall pay the Registration Expenses in connection with such additional registration. (f) UNDERWRITING PROCEDURES. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(g). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the other Initiating Holders and the Approved Underwriter, and then, subject to the immediately following sentence, only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material 10 adverse effect and shall reduce the amount of Registrable Securities to be included in such registration, FIRST, as to the Company, SECOND, as to any other stockholders of the Company who hold similar registration rights to the Designated Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based upon the number of Registrable Securities or other similar securities owned by each such other stockholder of the Company as a group, if any, and THIRD, as to the (i) Designated Holders and (ii) any other stockholders of the Company who hold and have exercised similar registration rights as the Initiating Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based on the number of Registrable Securities or other similar securities owned by each such Designated Holder or each such other stockholder of the Company. (g) SELECTION OF UNDERWRITERS. If any Demand Registration, or S-3 Registration, as the case may be, of Registrable Securities is in the form of an underwritten offering, the Company shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "APPROVED UNDERWRITER"); PROVIDED, HOWEVER, that the Approved Underwriter shall, in any case, also be approved by the Initiating Holders or S-3 Initiating Holders, as the case may be, such approval not to be unreasonably withheld. 4. INCIDENTAL OR "PIGGY-BACK" REGISTRATION. (a) REQUEST FOR INCIDENTAL REGISTRATION. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "INCIDENTAL REGISTRATION"). The Company shall use its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then, subject to the immediately following sentence, only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the 11 success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, FIRST, all of the securities to be offered for the account of the Company, SECOND, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4 or securities to be offered for the account of other stockholders of the Company having similar "piggy-back" registration rights to the Designated Holders hereunder pursuant to other similar registration rights agreements, as a group pro rata based on the number of Registrable Securities or similar securities owned by each such Designated Holder or each such other stockholder of the Company, and THIRD, any other securities requested to be included in such offering. (b) EXPENSES. The Company shall bear all Registration Expenses in connection with any Incidental Registration pursuant to this Section 4, whether or not such Incidental Registration becomes effective. 5. SHELF REGISTRATION. (a) REQUEST FOR A FORM S-3 SHELF REGISTRATION. In the event that the Company shall receive from (i) the Designated Holders of at least 66 2/3% of the outstanding shares of Series F Preferred Stock or shares of Common Stock issued upon conversion of such shares of Series F Preferred Stock or (ii) the Designated Holders of at least 66 2/3% of the outstanding shares of Series G Preferred Stock or shares of Common Stock issued upon conversion of such shares of Series G Preferred Stock (each of (i) and (ii), the "S-3 INITIATING HOLDERS"), a written request that the Company register for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act on Form S-3 (or any successor form then in effect) (an "S-3 REGISTRATION"), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least ten (10) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the S-3 Initiating Holders, then such S-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall subject to Section 5(b) (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than forty-five (45) days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein. The Company shall use its best efforts to keep the S-3 Registration continuously effective under the Securities Act until all the Registrable 12 Securities are disposed of in accordance with the plan of distribution for such S-3 Registration. (b) FORM S-3 UNDERWRITING PROCEDURES. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(g). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as such underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such adverse effect, FIRST, all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), and any other stockholder of the Company having similar shelf registration rights as the S-3 Initiating Holders hereunder pursuant to other similar registration rights agreements, as a group pro rata based on the number of Registrable Securities or other similar securities owned by such S-3 Initiating Holders, Designated Holders or other stockholders of the Company, SECOND, the Registrable Securities to be offered for the account of any other stockholders of the Company who are entitled to registration of securities of the Company based upon similar rights to those in Section 5(a), pro rata based upon the number of registrable securities owned by such other stockholders, and THIRD, any other securities requested to be included in such offering. (c) LIMITATIONS ON FORM S-3 REGISTRATIONS. If the Board of Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one director elected by the holders of the Series F Preferred Stock and at least one director elected by the holders of the Series G Preferred Stock, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each 13 case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company, (ii) if within the twelve (12) month period preceding the date of such request, the Company has effected two (2) registrations on Form S-3 pursuant to Section 5(a), and (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders. (d) EXPENSES. The Company shall bear all Registration Expenses in connection with any S-3 Registration pursuant to this Section 5, whether or not such S-3 Registration become effective. (e) NO DEMAND REGISTRATION. No registration requested by any S-3 Initiating Holder pursuant to this Section 5 shall be deemed a Demand Registration pursuant to Section 3. 6. HOLDBACK AGREEMENTS. (a) RESTRICTIONS ON PUBLIC SALE BY DESIGNATED HOLDERS. To the extent (i) requested by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering and (ii) all of the Company's officers, directors and holders in excess of two percent (2%) of its outstanding capital stock execute agreements identical to those referred to in this Section 6(a), each Designated Holder agrees (x) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, or offer to sell, contract to sell (including without limitation any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale any Registrable Securities and (y) not to make any request for a Demand Registration or S-3 Registration under this Agreement, during the ninety (90) day period or such shorter period, if any, mutually agreed upon by such Designated Holder and the requesting party beginning on the effective date of the Registration Statement (except as part of such registration) for such public offering. No Designated Holder of Registrable Securities subject to this Section 6(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 6(a) unless all other Designated Holders of Registrable Securities subject to the same obligation are also released. (b) RESTRICTIONS ON PUBLIC SALE BY THE COMPANY. The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date on which all Registrable Securities registered on such Registration Statement are sold and 14 (ii) 120 days after the effective date of such Registration Statement (except as part of such registration). 7. REGISTRATION PROCEDURES. (a) OBLIGATIONS OF THE COMPANY. Whenever registration of Registrable Securities has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible: (i) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; PROVIDED, HOWEVER, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company shall provide counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration ("HOLDERS' Counsel") and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, subject to such documents being under the Company's control, and (y) the Company shall notify the Holders' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the Commission and take all action required to prevent the entry of such stop order or to remove it if entered; (ii) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the lesser of (x) 120 days and (y) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold; PROVIDED, that if the S-3 Initiating Holders have requested that an S-3 Registration be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act, then the Company shall keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement have been sold; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement, at least one copy of such Registration Statement as is proposed to be filed, and thereafter such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus) and any prospectus filed under Rule 424 under the Securities Act 15 as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (iv) register or qualify such Registrable Securities under such other securities or "blue sky" laws of such jurisdictions as any seller of Registrable Securities may request, and to continue such qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; PROVIDED, HOWEVER, that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction; (v) notify each seller of Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits to state any 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 and the Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, such prospectus shall not contain an 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, in light of the circumstances under which they were made, not misleading; (vi) enter into and perform customary agreements (including an underwriting agreement in form requested by the Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter; (vii) make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "INSPECTOR" and collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public 16 accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; (viii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests; (ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions; (x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, PROVIDED that the applicable listing requirements are satisfied; (xii) keep Holders' Counsel advised in writing as to the initiation and progress of any registration under Section 3, Section 4 or Section 5 hereunder; 17 (xiii) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and (xiv) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby. (b) SELLER INFORMATION. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish, and such seller shall furnish, to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing. (c) NOTICE TO DISCONTINUE. Each Designated Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 7(a)(v), such Designated Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Designated Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 7(a)(v) and, if so directed by the Company, such Designated Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Designated Holder's possession, of the prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, without limitation, the period referred to in Section 7(a)(ii)) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 7(a)(v) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by and meeting the requirements of Section 7(a)(v). (d) REGISTRATION EXPENSES. The Company shall pay all expenses arising from or incident to its performance of, or compliance with, this Agreement, including, without limitation, (i) Commission, stock exchange and NASD registration and filing fees, (ii) all fees and expenses incurred in complying with securities or "blue sky" laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with "blue sky" qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of one counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any "cold comfort" letters or any special audits incident to or required by any registration or qualification) and, in the case of Demand Registration or an S-3 Registration, any legal fees, charges and expenses of one special counsel selected by the Initiating Holders or the S-3 Initiating Holders, as the case may be, (v) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration or piggy-back registration thereon, Incidental Registration 18 or S-3 Registration pursuant to the terms of this Agreement, regardless of whether such Registration Statement is declared effective and (vi) fees and disbursements of underwriters, selling brokers, dealers, managers and similar securities industry professionals relating to distribution of Registrable Securities. All of the expenses described in the preceding sentence of this Section 7(d) are referred to herein as "REGISTRATION EXPENSES." The Designated Holders of Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any broker's commission or underwriter's discount or commission relating to registration and sale of such Designated Holders' Registrable Securities in proportion to the number of Registrable Securities that each Designated Holder shall have registered pursuant to such Registration Statement and, subject to clause (iv) above, shall bear the fees and expenses of their own counsel. 8. INDEMNIFICATION; CONTRIBUTION. (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless each Designated Holder, its partners, directors, officers, affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) such Designated Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) (each, a "LIABILITY" and collectively, "LIABILITIES"), arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) 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 under the circumstances such statements were made, except insofar as such Liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission contained in such Registration Statement, preliminary prospectus or final prospectus in reliance and in conformity with information concerning such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use therein, including, without limitation, the information furnished to the Company pursuant to Section 8(b). The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities. (b) INDEMNIFICATION BY DESIGNATED HOLDERS. In connection with any Registration Statement in which a Designated Holder is participating pursuant to Section 3, Section 4 or Section 5 hereof, each such Designated Holder shall promptly furnish to the Company in writing such information with respect to such Designated Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Designated Holder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Designated Holder necessary in order to make the statements therein not misleading. Each 19 Designated Holder agrees to indemnify and hold harmless the Company, any underwriter retained by the Company and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Designated Holders, but only if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information with respect to such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use in such Registration Statement or prospectus, including, without limitation, the information furnished to the Company pursuant to this Section 8(b); PROVIDED, HOWEVER, that the total amount to be indemnified by such Designated Holder pursuant to this Section 8(b) shall be limited to the net proceeds (after deducting the underwriters' discounts and commissions) received by such Designated Holder in the offering to which the Registration Statement or prospectus relates. (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to indemnification hereunder (the "INDEMNIFIED PARTY") agrees to give prompt written notice to the indemnifying party (the "INDEMNIFYING PARTY") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; PROVIDED, HOWEVER, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure). If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened proceeding in 20 respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such proceeding. (d) CONTRIBUTION. If the indemnification provided for in this Section 8 from the Indemnifying Party is unavailable to an Indemnified Party hereunder in respect of any Liabilities referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such Liabilities, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall 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 to state a material fact, has been made by, or relates 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. The amount paid or payable by a party as a result of the Liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 8(a), 8(b) and 8(c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding; PROVIDED that the total amount to be contributed by such Designated Holder shall be limited to the net proceeds (after deducting the underwriters' discounts and commissions) received by such Designated Holder in the offering. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 9. RULE 144. The Company covenants that it shall (a) file any reports required to be filed by it under the Exchange Act and (b) take such further action as each Designated Holder may reasonably request (including providing any information necessary to comply with Rule 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rules or regulations hereafter adopted by the Commission. The Company shall, upon the request of any Designated Holder, deliver to such Designated Holder a written statement as to whether it has complied with such requirements. 21 10. MISCELLANEOUS. (a) RECAPITALIZATIONS, EXCHANGES, ETC. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction. (b) NO INCONSISTENT AGREEMENTS. Except for the Fifth Amended and Restated Investor Rights Agreement, the Company represents and warrants that it has not granted to any Person the right to request or require the Company to register any securities issued by the Company, other than the rights granted to the Designated Holders herein. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Designated Holders in this Agreement or grant any additional registration rights to any Person or with respect to any securities which are not Registrable Securities which are prior in right to or inconsistent with the rights granted in this Agreement, except that the Company may grant the registration rights held by the General Atlantic Stockholders to any Subsequent General Atlantic Purchaser. (c) REMEDIES. The Designated Holders, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of their rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate. (d) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless consented to in writing by each of (i) the Company, (ii) the General Atlantic Stockholders and (iii) ICP; PROVIDED, HOWEVER, that any such amendment, modification, supplement or waiver that adversely affects any Major Stockholder (except ICP) in a manner different than any other Designated Holder shall require the written consent of such adversely affected Major Stockholder. Any such written consent shall be binding upon the Company and all of the Designated Holders. Notwithstanding the first sentence of this 22 Section 10(d), the Company, without the consent of any other party hereto (other than the General Atlantic Stockholders), may amend this Agreement to add any Subsequent General Atlantic Purchaser as a party to this Agreement as a General Atlantic Stockholder. (e) NOTICES. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be made by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: (i) if to the Company: Tickets.com, Inc. 555 Anton Boulevard, 12th Floor Costa Mesa, CA 92626 Telecopy: (714) 327-5410 Attention: Ronald Bension with a copy to: Brobeck Phleger & Harrison LLP 550 South Hope Street Los Angeles, CA 90071-2604 Telecopy: (213) 745-3345 Attention: Richard S. Chernicoff (ii) if to any of the General Atlantic Stockholders: c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06830 Telecopy: (203) 622-8818 Attention: Matthew Nimetz Thomas J. Murphy with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Telecopy: (212) 757-3990 Attention: Douglas A. Cifu, Esq. 23 (iii) if to ICP: International Capital Partners, Inc., Profit Sharing Trust 46 Southfield Avenue Stamford, CT 06902 Telecopy: (203) 969-2212 Attention: Nicholas E. Sinacori with a copy to: Cummings & Lockwood Four Stamford Plaza Stamford, CT 06904 Telecopy: 203-351-4534 Attention: Stephen Marcovich, Esq. (iv) if to Sports Capital: c/o Sports Capital Partners 527 Madison Avenue, 10th Floor New York, New York, 10022 Telecopy: 212-634-3305 Attention: Charles T. Lelon with a copy to: Kirkland & Ellis 153 East 53rd Street New York, New York 10022 Telecopy: (212) 446-4900 Attention: Lisa Anastos, Esq. (v) if to Ardara: Lombard, Odier & Co. 11, Rue de la Corraterie 1204 Geneva Switzerland Telecopy: 011-41-22-709-3944 Attention: Marie France Bastaroli with a copy to: c/o International Capital Partners, Inc. 46 Southfield Avenue Stamford, CT 06902 Telecopy: (203) 969-2212 Attention: Nicholas E. Sinacori 24 (vi) if to the Other Investors: c/o Zesiger Capital Group LLC 320 Park Avenue, 30th floor New York, NY 10022 Telecopy: 212-508-6329 Attention: Albert L. Zesiger with a copy to: Proskauer Rose LLP 1585 Broadway New York, NY 10036-8299 Telecopy: 212-969-2900 Attention: Gail Sanger, Esq. All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service, seven (7) days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. Any party may by notice given in accordance with this Section 10(e) designate another address or Person for receipt of notices hereunder. (f) SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided. The Demand Registration rights and the S-3 Registration rights and related rights of the General Atlantic Stockholders or the Major Stockholders contained in Sections 3 and 5 hereof, shall be (i) with respect to any Registrable Security that is transferred to an Affiliate of a General Atlantic Stockholder or an Affiliate of a Major Stockholder, automatically transferred to such Affiliate, (ii) with respect to any Registrable Security that is transferred to any Person who has an investment advisory agreement and who has granted a power of attorney to Zesiger, automatically transferred to such Person and (iii) with respect to any Registrable Security that is transferred in all cases to a non-Affiliate, transferred only with the consent of the Company which consent shall not be unreasonably withheld. The incidental or "piggy-back" registration rights of the Designated Holders contained in Sections 3(b), 4 and 5 hereof and the other rights of each of the Designated Holders with respect thereto shall be, with respect to any Registrable Security, automatically transferred to any Person who is the transferee of such Registrable Security. All of the obligations of the Company hereunder shall survive any such transfer. Except as provided in Section 8, no Person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement. (g) 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 shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 25 (h) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. (j) SEVERABILITY. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof. (k) RULES OF CONSTRUCTION. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. (l) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings, with respect to the subject matter contained herein, other than those set forth or referred to herein. This Agreement amends and restates in its entirety and supersedes the Original Agreement and all prior agreements and understandings among the parties with respect to such subject matter. (m) FURTHER ASSURANCES. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. (n) OTHER AGREEMENTS. Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under, or any restrictions on the transfer of Registrable Securities or other securities of the Company imposed by, any other agreement including, but not limited to, the Securities Purchase Agreement and the Series F Stock Purchase Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 26 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amended and Restated Registration Rights Agreement on the date first written above. TICKETS.COM, INC. By: /s/ Ronald Bension --------------------------------------- Name: Ronald Bension Title: Chief Executive Officer GENERAL ATLANTIC PARTNERS 74, L.P. By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A Managing Member GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A General Partner GAPSTAR, LLC By: GENERAL ATLANTIC PARTNERS, LLC, its Managing Member By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A Managing Member 27 INTERNATIONAL CAPITAL PARTNERS, INC., PROFIT SHARING TRUST By: /s/ N.E. Sinacori --------------------------------------- Name: N.E. Sinacori Title: Trustee ARDARA US DIRECT INVESTMENT INC. By: --------------------------------------- Name: Title: SPORTS CAPITAL PARTNERS, L.P. By: --------------------------------------- Name: Title: A General Partner SPORTS CAPITAL PARTNERS (CAYMAN ISLANDS), L.P. By: --------------------------------------- Name: Title: A General Partner SPORTS CAPITAL PARTNERS CEV, LLC By: --------------------------------------- Name: Title: A Managing Member 28 ZCG PURCHASERS By: Zesiger Capital Group, LLC, as agent and attorney in fact By: --------------------------------------- Name: Title: SCHEDULE 1 ---------- - -------------------------------------------------------------------------------- PURCHASER: RECORD HOLDER: ========== ============== - -------------------------------------------------------------------------------- 1 NFIB Corporate Account Huland & Co. - -------------------------------------------------------------------------------- 2 Public Employee Retirement System of Mellon Bank NA custodian for Idaho PERSI-Zesiger Capital - -------------------------------------------------------------------------------- 3 City of Stamford Firemen's Pension Fund City of Stamford Firemen's Pension Fund - -------------------------------------------------------------------------------- 4 The Jenifer Altman Foundation Batrus & Co. - -------------------------------------------------------------------------------- 5 Lazar Foundation Hare & Co. - -------------------------------------------------------------------------------- 6 Roanoke College FirstUnion & Co. - -------------------------------------------------------------------------------- 7 Butler Family LLC Tice & Co. - -------------------------------------------------------------------------------- 8 Salvador O. Gutierrez Salvador O. Gutierrez - -------------------------------------------------------------------------------- 9 HBL Charitable Unitrust HBL Charitable Unitrust - -------------------------------------------------------------------------------- 10 Andrew Heiskell Andrew Heiskell - -------------------------------------------------------------------------------- 11 Helen Hunt Cudd & Co. - -------------------------------------------------------------------------------- 12 Jeanne L. Morency Jeanne L. Morency - -------------------------------------------------------------------------------- 13 Psychology Associates Psychology Associates - -------------------------------------------------------------------------------- 14 Peter Looram Peter Looram - -------------------------------------------------------------------------------- 15 Mary C. Anderson Mary C. Anderson - -------------------------------------------------------------------------------- 16 Murray Capital, LLC Murray Capital, LLC - -------------------------------------------------------------------------------- 17 Meehan Foundation Meehan Foundation - -------------------------------------------------------------------------------- 18 The Meehan Investment Partnership I, L.P. The Meehan Investment Partnership I, L.P. - -------------------------------------------------------------------------------- 19 Domenic J. Mizio Domenic J. Mizio - -------------------------------------------------------------------------------- 20 Morgan Trust Co. of the Bahamas Ltd. as Morgan Trust Co. of the Bahamas Trustee U/A/D 11/30/93 Ltd. as Trustee U/A/D 11/30/93 - -------------------------------------------------------------------------------- 21 Susan Uris Halpern Hare & Co. - -------------------------------------------------------------------------------- 22 Theeuwes Family Trust, Felix Theeuwes Theeuwes Family Trust, Felix Trustee Theeuwes Trustee - -------------------------------------------------------------------------------- 23 William B. Lazar William B. Lazar - -------------------------------------------------------------------------------- 24 Albert L. Zesiger Albert L. Zesiger - -------------------------------------------------------------------------------- 25 Barrie Ramsay Zesiger Barrie Ramsay Zesiger - -------------------------------------------------------------------------------- 26 Donald and Dan-Thanh Devivo Donald and Dan-Thanh Devivo - -------------------------------------------------------------------------------- 27 John J. & Catherine H. Kayola John J. & Catherine H. Kayola - -------------------------------------------------------------------------------- 28 Mary I. Estabil Mary Estabil - -------------------------------------------------------------------------------- 29 Wolfson Investment Partners LP Wolfson Investment Partners LP - -------------------------------------------------------------------------------- EX-99 4 ex3sc13da3-tickets.txt EXHIBIT 3 EXHIBIT 3 to SCHEDULE 13D EXECUTION COPY TICKETS.COM, INC. 555 ANTON BOULEVARD, 12TH FLOOR COSTA MESA, CALIFORNIA 92626 March 15, 2002 General Atlantic Partners 74, L.P. c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 Ladies and Gentlemen: This letter agreement (the "AGREEMENT") sets forth the terms upon which General Atlantic Partners 74, L.P. (the "PURCHASER") agrees to loan on the date hereof an aggregate of $1,000,000 (the "LOAN") to Tickets.com, Inc., a Delaware corporation (the "COMPANY") in consideration of a 9% Senior Promissory Note, dated the date hereof (the "NOTE" and, together with this Agreement, the "TRANSACTION DOCUMENTS") made by the Company in favor of the Purchaser. The Loan shall be subject to the terms and conditions set forth in the Transaction Documents. 1. PURCHASE AND SALE OF NOTE. Subject to the terms and conditions set forth in the Transaction Documents, on the date hereof, the Purchaser agrees to fund the Loan to the Company and the Company agrees to issue to the Purchaser, the Note in the form attached hereto as EXHIBIT A. 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. (a) The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Note. (b) The execution, delivery and performance by the Company of this Agreement and the Note and the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary corporate action of the Company, (ii) do not contravene the terms of the Amended and Restated Certificate of Incorporation of the Company or the Amended and Restated Bylaws of the Company, (iii) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien or encumbrance under, any contractual obligation of the Company or its subsidiaries or any law, statute, treaty, rule, regulation, right, privilege, qualification, license or franchise or determination of an arbitrator or a court or other governmental or 2 regulatory authority or stock exchange applicable to the Company or its subsidiaries and (iv) do not violate any judgment, injunction, writ, award, decree or order of any nature of any governmental or regulatory authority against, or binding upon, the Company or its subsidiaries. (c) This Agreement and the Note have been duly executed and delivered by the Company, and constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). (d) The Company and its representatives used no form of general solicitation or general advertising in connection with the offer and sale of the Note. The offer, sale and issuance of the Note will require no registration of the Note pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or "blue sky" laws. 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. (a) The Purchaser has the requisite limited partnership power and authority to execute, deliver and perform its obligations under this Agreement and the Note. (b) The execution, delivery and performance by such Purchaser of this Agreement and and the transactions contemplated hereby and by the Note have been duly authorized by all necessary limited partnership action of the Purchaser. (c) This Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). 4. AMENDMENT. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Purchaser from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company and the Purchaser and (ii) only in the specific instance and for the specific purpose for which made or given. 5. ASSIGNMENT. The Purchaser may at any time assign its rights and obligations under this Agreement and the Note to any of its affiliates (as defined in Rule 12b-2 promulgated under Securities Exchange Act of 1934, as amended). Neither this Agreement, the Note nor the rights, duties and obligations of the Company hereunder or 3 thereunder may be assigned by the Company at any time, by operation of law or otherwise, without the prior written consent of the Purchaser. 6. EXPENSES. The Company shall reimburse the Purchaser for all its reasonable costs and expenses, including, without limitation, all reasonable legal fees, disbursements and other charges of counsel, incurred in connection with any enforcement of this Agreement and the Note and the Purchaser's rights hereunder. 7. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. THE COMPANY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK AND THE STATE OF NEW YORK. SERVICE OF PROCESS BY THE HOLDER IN CONNECTION WITH ANY DISPUTE SHALL BE BINDING ON THE COMPANY IF SENT TO THE COMPANY BY REGISTERED MAIL AT THE ADDRESS SPECIFIED IN SECTION 15 OF THE NOTE. THE COMPANY WAIVES ANY RIGHT THE COMPANY MAY HAVE TO JURY TRIAL. 8. COUNTERPARTS. This Agreement may be executed in two counterparts and by the parties hereto in separate counterparts, both of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4 Please confirm your acceptance of and agreement to the above terms by dating and signing this letter and returning one executed copy to the undersigned. Very truly yours, TICKETS.COM, INC. By: /s/ Ronald Bension --------------------------------------- Name: Ronald Bension Title: Chief Executive Officer ACCEPTED AND AGREED: GENERAL ATLANTIC PARTNERS 74, L.P. By: General Atlantic Partners, LLC, its general partner By: /s/ Matthew Nimetz ---------------------------------- Name: Matthew Nimetz Title: A Managing Member EXHIBIT A to LETTER AGREEMENT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. TICKETS.COM, INC. 9% SENIOR PROMISSORY NOTE DUE APRIL 15, 2002 $1,000,000 March 15, 2002 New York, New York FOR VALUE RECEIVED, the undersigned, Tickets.com, Inc., a Delaware corporation (the "COMPANY"), hereby promises to pay, subject to the terms and conditions of this Note, to the order of General Atlantic Partners 74, L.P. (the "HOLDER"), the principal amount of One Million United States Dollars ($1,000,000), with interest thereon as provided herein. 1. LETTER AGREEMENT. This 9% Senior Promissory Note (this "NOTE") is issued pursuant to the Letter Agreement, dated the date hereof, between the Company and the Holder (as the same may be amended, supplemented or modified from time to time, the "LETTER AGREEMENT"). The Holder is entitled to the rights set forth in the Letter Agreement and this Note. 2. PAYMENTS. (a) All principal and accrued and unpaid interest on this Note shall be made in lawful money of the United States of America and in immediately available funds to the Holder's account that the Holder shall designate to the Company, on the earlier of (a) an Event of Default (as defined in Section 6 below) or (b) April 15, 2002 (the "MATURITY DATE"). (b) The Company may not prepay this Note. 3. INTEREST. The Company promises to pay interest on the outstanding principal amount of this Note at the rate of nine percent (9%) per annum. Subject to Section 2(a), the Company shall pay accrued interest quarterly on March 31, June 30, September 30 and December 31 of each year or, if any such date shall not be a 2 Business Day, on the next succeeding Business Day to occur after such date (each date upon which interest shall be so payable, an "INTEREST PAYMENT DATE"), beginning on March 31, 2002. Interest on this Note shall accrue from the date of issuance until repayment of the principal and payment of all accrued interest in full. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on this Note shall be paid on each Interest Payment Date in U.S. dollars by wire transfer of immediately available funds to an account designated in writing prior to the date thereof by the Holder. Notwithstanding the foregoing, but subject to applicable law, any overdue principal of and overdue interest on this Note shall bear interest, payable on demand in immediately available funds, for each day from the date payment thereof was due to the date of actual payment, at a rate equal to the rate of interest otherwise in effect pursuant to this Section 3 PLUS 2% per annum, and, upon and during the occurrence of an Event of Default, this Note shall bear interest, from the date of the occurrence of such Event of Default until such Event of Default is cured or waived, payable on demand in immediately available funds, at a rate equal to the rate of interest otherwise in effect pursuant to this Section 3 PLUS 2% per annum. Subject to applicable law, any interest that shall accrue on overdue interest on this Note as provided in the preceding sentence and shall not have been paid in full on or before the next Interest Payment Date to occur after the Interest Payment Date on which the overdue interest became due and payable shall itself be deemed to be overdue interest on this Note to which the preceding sentence shall apply. Notwithstanding anything herein to the contrary, the interest payable by the Company with respect to this Note shall not exceed the maximum amount permitted by applicable law. 4. RANK. This Note shall be senior to all indebtedness of the Company. 5. COVENANTS. The Company covenants to the Holder that (a) from the date hereof until all amounts owing hereunder have been paid in full, the Company shall: (i) punctually pay the interest and principal on this Note in the manner specified in this Note, and any other liabilities due under this Note and (ii) execute and deliver, or cause to be executed and delivered, upon the Holder's request and at the Company's expense, such additional documents, instruments and agreements as the Holder may reasonably determine to be necessary or advisable to carry out the provisions of this Note and the transactions and actions contemplated hereunder; (b) promptly give written notice to the Holder of any Event of Default; (c) from the date hereof until all amounts owing hereunder have been paid in full, the Company shall not, and shall cause its subsidiaries not to, create, assume, incur or suffer to exist any Lien on any asset now owned or hereafter acquired by it; and 3 (d) until the aggregate principal amount of this Note is paid in full, together with accrued and unpaid interest thereon, the Company shall not issue, assume, guarantee or suffer to exist any indebtedness without the consent of the Holder other than purchase money security interests, and capital and operating leases. 6. EVENTS OF DEFAULT. Notwithstanding anything to the contrary provided herein, the occurrence of any one or more of the following shall be an "Event of Default" hereunder and, upon the occurrence of an Event of Default, all principal and interest due hereunder shall be immediately due and payable: (a) if default by the Company shall be made in the payment when due of principal or interest under this Note, and such default shall be continuing; (b) if default by the Company shall be made in the due observance or performance of any other covenant, condition or agreement on the part of the Company to be observed or performed pursuant to the terms hereof, or to the terms of the Letter Agreement, and such default shall continue for five days after the earlier of (i) the date of such default and (ii) the date written notice thereof, specifying such default and, if such default is capable of being remedied, requesting that the same be remedied, shall have been given to the Company by the Holder; (c) if any representation, warranty, certification or statement made by or on behalf of the Company in the Letter Agreement, this Note or in any certificate or other document delivered pursuant thereto, shall have been incorrect in any material respect when made, unless the same is capable of being cured or corrected and is promptly cured or corrected (but in any event not later than three days) and prior to being cured or corrected does not have a material adverse effect on the Condition of the Company; (d) if the Company or its subsidiaries shall: (i) fail to pay any indebtedness the aggregate outstanding principal amount of which is in excess of $250,000, including but not limited to indebtedness for borrowed money (other than the payment obligations relating to payments made pursuant to the terms of this Note) of the Company or its subsidiaries, as the case may be, or any interest or premium thereon, when due and such failure shall continue after any applicable grace period; or (ii) fail to perform or observe, and such failure shall continue after any applicable grace period, any term, covenant or condition on its part to be performed or observed under any agreement or instrument relating to any such indebtedness the aggregate outstanding principal amount of which as to any or all of the Company or its subsidiaries is in excess of $250,000, when required to be performed or observed, if the effect of such failure to perform or observe is to accelerate, or to permit the acceleration of, after the giving of notice or passage of time, or both, the maturity of such indebtedness; or (iii) permit any such indebtedness, the aggregate outstanding principal amount of which is in excess of $250,000, to have been declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; 4 (e) if one or more final judgments with no right of appeal for the payment of money in an aggregate amount in excess of $100,000 (to the extent not covered by insurance) shall be rendered against the Company or any of its subsidiaries and such judgments remain undischarged for thirty (30) days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company or any of its subsidiaries to enforce any such judgment; (f) if the Company or any of its subsidiaries shall file a petition in bankruptcy or for an arrangement or for reorganization, or, if, by decree of a court of competent jurisdiction, the Company shall be adjudicated a bankrupt, or be declared insolvent, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or receivers of all or any part of its property; or (g) if any of the creditors of the Company or any of its subsidiaries shall file an involuntary petition in bankruptcy against the Company or any of its subsidiaries, or for reorganization of the Company or any of its subsidiaries, and if such petition shall not be discharged or dismissed within sixty (60) days after the date on which such petition was filed. 7. CERTAIN REMEDIES. Any registered Holder of this Note shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Note and to enforce specifically the terms and provisions of this Note in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which such Holder may be entitled at law or in equity. 8. FULL RECOURSE. The Company hereby agrees and covenants that the Holder shall have full recourse against the Company for the payment of the entire principal amount of this Note and all accrued interest thereon. 9. REMEDIES CUMULATIVE. No remedy herein conferred upon the Holder is intended to be exclusive of any other remedy hereunder or any other document referred to herein, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 10. REMEDIES NOT WAIVED. No course of dealing between the Company and the Holder or any delay on the part of the Holder in exercising any rights hereunder shall operate as a waiver of any right. 11. WAIVER OF PROTEST, PRESENTMENT, ETC. The Company hereby waives protest, presentment, notice of dishonor and notice of acceleration of maturity and agrees to continue to remain bound for the payment of principal, interest and all other sums due under this Note, notwithstanding any change or changes by way of release, surrender, exchange, modification or substitution of any security for this Note or by way of any extension or extensions of time for the payment of principal and interest. 5 12. CURRENCY; BUSINESS DAY. All payments of interest and principal under this Note shall be made in lawful money of the United States of America. If any payment shall be required by the terms hereof to be made on a day that is not a Business Day, such payment shall be made on the immediately succeeding Business Day. 13. TRANSFER; ASSIGNMENT. The Holder acknowledges that this Note has not been registered under the Securities Act, or the securities laws of any state, and may be transferred only pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act; PROVIDED, HOWEVER, that the Holder may at any time transfer this Note to any of its affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended). Neither this Note nor the rights, duties and obligations of the Company hereunder may be assigned by the Company at any time, by operation of law or otherwise, without the prior written consent of the Holder. 14. DEFINITIONS. As used in this Note, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires. "BUSINESS DAY" means any day except a Saturday, a Sunday, or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close. "COMPANY" shall have the meaning ascribed to it in the first paragraph of this Note. "CONDITION OF THE COMPANY" means the assets, business, properties, prospects, operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. "EVENT OF DEFAULT" shall have the meaning ascribed to it in Section 6 hereof. "HOLDER" shall have the meaning ascribed to it in the first paragraph of this Note. "INTEREST PAYMENT DATE" shall have the meaning ascribed to it in Section 3 hereof. "LETTER AGREEMENT" shall have the meaning ascribed to it in Section 1 hereof. "LIEN" means any mortgage, deed of trust, pledge, hypothecation, assignment, obligation, encumbrance, lien (statutory or other) or preference, priority, right or other security interest or preferential arrangement of any kind or nature whatsoever. "MATURITY DATE" shall have the meaning ascribed to it in Section 2 hereof. 6 "NOTE" shall have the meaning ascribed to it in Section 1 hereof. "PERSON" means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind. 15. NOTICES. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service, overnight mail or personal delivery: (i) if to the Company: Tickets.com, Inc. 555 Anton Boulevard, 12th Floor Costa Mesa, CA 92626 Telecopy: (714) 327-5410 Attention: Ronald Bension with a copy to: Brobeck Phleger & Harrison LLP 550 South Hope Street Los Angeles, CA 90071-2604 Telecopy: (213) 745-3345 Attention: Richard S. Chernicoff, Esq. (ii) if to the Holder: c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06830 Telecopy: (203) 622-8818 Attention: Matthew Nimetz Thomas J. Murphy with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Telecopy: (212) 757-3990 Attention: Douglas A. Cifu, Esq. Any party may by notice given in accordance with this Section 15 designate another address or Person for receipt of notices hereunder. All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if 7 personally delivered; when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail; and when receipt is mechanically acknowledged, if telecopied. 16. AMENDMENT. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by the Company or the Holder from the terms of any provision of this Note, shall be effective (i) only if it is made or given with respect to all Convertible Notes in writing and signed by the Company and the Holder and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Note, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. 17. EXPENSES. The Company shall reimburse the Holder for all its reasonable costs and expenses, including, without limitation, all reasonable legal fees, disbursements and other charges of counsel, incurred in connection with any enforcement of this Note and the Holder's rights hereunder. 18. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. THE COMPANY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK AND THE STATE OF NEW YORK. SERVICE OF PROCESS BY THE HOLDER IN CONNECTION WITH ANY DISPUTE SHALL BE BINDING ON THE COMPANY IF SENT TO THE COMPANY BY REGISTERED MAIL AT THE ADDRESS SPECIFIED IN SECTION 15 HERETO. THE COMPANY WAIVES ANY RIGHT THE COMPANY MAY HAVE TO JURY TRIAL. 19. SUCCESSORS AND ASSIGNS. This Note shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. 20. HEADINGS. The headings in this Note are inserted for convenience of reference only and shall not limit or otherwise affect the meaning hereof and do not constitute part of this Note. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly authorized officer as of the day and year first above written. TICKETS.COM, INC. By: _______________________________________ Name: Ronald Bension Title: Chief Executive Officer EX-24 5 ex4sc13da3-tickets.txt EXHIBIT 4 EXHIBIT 4 to SCHEDULE 13D GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 January 7, 2002 POWER OF ATTORNEY The undersigned, General Atlantic Partners, LLC, a Delaware limited liability company, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Limited Liability Company"), by its Executive Managing Member, Steven A. Denning, a U.S. citizen, of full legal age, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Limited Liability Company as fully to all intents and purposes as a Managing Member of the Limited Liability Company might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on January 1, 2003. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Steven A. Denning --------------------------------------- Steven A. Denning Executive Managing Member STATE OF CONNECTICUT ) : ss. COUNTY OF FAIRFIELD ) On the 7th day of January 2002, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Holzweiss - ----------------------------- Notary Public EX-24 6 ex5sc13da3-tickets.txt EXHIBIT 5 EXHIBIT 5 to SCHEDULE 13D GAP COINVESTMENT PARTNERS, L.P. 3 Pickwick Plaza Greenwich, CT 06830 January 7, 2002 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners, L.P., a New York limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen, of full legal age, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner of the Partnership might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on January 1, 2003. GAP COINVESTMENT PARTNERS, L.P. By: /s/ Steven A. Denning --------------------------------------- Steven A. Denning Managing General Partner STATE OF CONNECTICUT ) : ss. COUNTY OF FAIRFIELD ) On the 7th day of January 2002, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Holzweiss - ----------------------------- Notary Public EX-24 7 ex6sc13da3-tickets.txt EXHIBIT 6 EXHIBIT 6 to SCHEDULE 13D GAP COINVESTMENT PARTNERS II, L.P. 3 Pickwick Plaza Greenwich, CT 06830 January 7, 2002 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen, of full legal age, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner of the Partnership might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on January 1, 2003. GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Steven A. Denning --------------------------------------- Steven A. Denning Managing General Partner STATE OF CONNECTICUT ) : ss. COUNTY OF FAIRFIELD ) On the 7th day of January 2002, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Holzweiss - ----------------------------- Notary Public -----END PRIVACY-ENHANCED MESSAGE-----