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Synapse Group Inc – IPO: ‘S-1’ on 7/26/00 – EX-10.59

On:  Wednesday, 7/26/00, at 3:58pm ET   ·   Accession #:  940180-0-865   ·   File #:  333-42260

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/26/00  Synapse Group Inc                 S-1                   65:2.6M                                   Donnelley RR & So… 12/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                146    767K 
 2: EX-3.1      Restated Certificate of Incorporation                 29    135K 
 3: EX-3.3      By-Laws of the Registrant                             16     79K 
 4: EX-10.1     1997 Stock Option Plan                                13     55K 
13: EX-10.10    Form of Option Stockholders Agreement                  9     48K 
14: EX-10.11    Stock Purchase Agreement Dated March 9, 1998          39    183K 
15: EX-10.12    Stock Purchase Agreement Dated September 9, 1998      24    114K 
16: EX-10.13    Stock and Warrant Purchase Agreement                  31    143K 
17: EX-10.14    Stock Purchase Agreement Dated May 17, 2000           22    118K 
18: EX-10.15    Stock Purchase Agreement Dated May 17, 2000           29    161K 
19: EX-10.16    Form of Warrant Delivered to the Purchasers           18     80K 
20: EX-10.17    Shareholder Agreement                                 27     65K 
21: EX-10.18    Amendment to Shareholders Agreement                    4     30K 
22: EX-10.19    Amended and Restated Shareholders Agreement           13     69K 
 5: EX-10.2     1999 Stock Option Plan                                12     55K 
23: EX-10.20    Walker and Jaeckle Shareholder Agreement              15     43K 
24: EX-10.21    Stock Option Agreement                                 5     38K 
25: EX-10.22    Amended and Restated Stockholders Agreement           46    188K 
26: EX-10.23    Amend. #1 to Amended & Restated Stockholders Agmt      5     27K 
27: EX-10.24    Amend #2 Waiver of Amended & Restated Stockholders     5     28K 
28: EX-10.25    2nd Amended & Restated Stockholders Agmt              43    211K 
29: EX-10.26    Amended & Restated Registration Rights Agmt           38    137K 
30: EX-10.27    Amend #1 to Amended & Restated Registration Rights     4     28K 
31: EX-10.28    2nd Amended & Restated Registration Rights            29    130K 
32: EX-10.29    Indemnification Agreement                             11     43K 
 6: EX-10.3     2000 Stock Incentive Plan                              7     45K 
33: EX-10.31    Guarantee Signed by Time, Inc.                         1     17K 
34: EX-10.32    Letter Agreement                                       3     24K 
35: EX-10.33    Consulting Agreement                                   9     45K 
36: EX-10.34    Employment Agreement                                   4     27K 
37: EX-10.35    Letter Agreement                                       3     25K 
38: EX-10.36    Employment Agreement                                   2     23K 
39: EX-10.37    Subordinated Promissory Note                           3     25K 
40: EX-10.38    Subordinated Promissory Note                           3     25K 
41: EX-10.39    Subordinated Promissory Note                           3     25K 
 7: EX-10.4     Form of Non-Qualified Stock Option Agreement           3     26K 
42: EX-10.40    Subordinated Promissory Note                           3     25K 
43: EX-10.41    Promissory Note                                        2     20K 
44: EX-10.42    Promissory Note                                        2     20K 
45: EX-10.43    Promissory Note                                        2     20K 
46: EX-10.44    Promissory Note                                        2     20K 
47: EX-10.45    Promissory Note                                        2     20K 
48: EX-10.46    Promissory Note                                        2     20K 
49: EX-10.47    Loan Exchange Agreement                                5     28K 
50: EX-10.48    Revolving Promissory Note                              3     25K 
51: EX-10.49    Credit Agreement                                      47    170K 
 8: EX-10.5     Form of Option Shareholders Agreement                 15     46K 
52: EX-10.50    Promissory Note                                        3     21K 
53: EX-10.51    Promissory Note                                        3     22K 
54: EX-10.52    Lease                                                 80    323K 
55: EX-10.53    Lease                                                 64    277K 
56: EX-10.54    Settlement Agreement                                   8     51K 
57: EX-10.55    Sales Representative Agreement                        18     59K 
58: EX-10.56    Limited Liability Company Agreement                   25    102K 
59: EX-10.59    Letter Agreement                                       2     20K 
 9: EX-10.6     Form of Non-Qualified Stock Option Agreement           3     26K 
60: EX-10.60    Master Agreement                                      13     69K 
61: EX-10.61    Revolving Promissory Note                              4     25K 
10: EX-10.7     Form of Option Shareholders Agreement                 10     43K 
11: EX-10.8     Form of Nonstatutory Stock Option Agreement            6     35K 
12: EX-10.9     Form of Incentive Stock Option Agreement               6     35K 
62: EX-16.1     Letter Regarding Change in Certifying Accountant       1     16K 
63: EX-21.1     Subsidiaries of the Registrant                         1     15K 
64: EX-23.1     Consent of Arthur Andersen LLP                         1     15K 
65: EX-27.1     Financial Data Schedule                                2     18K 


EX-10.59   —   Letter Agreement

EX-10.591st Page of 2TOCTopPreviousNextBottomJust 1st
 

Exhibit 10.59 Jonathan Ellenthal NewSub Services, Inc. Four High Ridge Park Stamford, CT 06905 Dear Jonathan, Priceline WebHouse Club, Inc. ("PWC") is testing a new e-commerce proposition where consumers are given the opportunity to price groceries at up to 50% off using the priceline.com demand collection patent. Consumers are offered incentives to try third party company products and services when they participate in the WebHouse Club experience. As a part of this test in the New York Metro area, we are offering New Sub Services, Inc. ("Company") the opportunity to acquire new customers through offers for trial subscriptions on the following terms: 1. PWC will offer, on its Web site, Company's product to PWC members. 2. PWC will be paid $5.00 by Company for each new lead generated by this program, with payment to be made 60 days following the end of the month in which the consumer is first billed. 3. PWC will be responsible for the development of the web page associated with this program and all costs and expenses relating to the Web site offering of Sponsor's Product. 4. Company is responsible for providing PWC with a method by which PWC can transfer data related to Company's acquisition of these new customers. 5. Company will electronically provide PWC requested marketing materials to PWC within 3 business days of any PWC request and Company will have the ability to approve all copy related to the description and layout of their offer page. 6. Company will abide by the PWC Privacy Policy as to PWC customers. 7. The test period is from November 1, 1999 through March 31, 2000.
EX-10.59Last Page of 2TOC1stPreviousNextBottomJust 2nd
8. Either party may cancel this test with 24 hours notice. 9. Both parties will be permitted, with prior written approval, to use each other's logo and/or marks to promote the relationship. However, each party will retain, along with their affiliates, all their respective intellectual property and proprietary rights including those of any respective Web site and contents, as well as ownership of any and all confidential data. 10. Both parties will mutually indemnify each other for purposes of normal business operations and activities required to support implementation of the WebHouse Club program. 11. PWC will get prior written approval for all copy disseminated to the public in any medium which refers in any way to Company's products or services and agrees to indemnify and hold harmless Company for any costs, damages, liabilities and/or expenses, including, court costs, disbursements and attorneys fees, incurred by Company, arising out of, in whole or in part, or in connection with any claims pertaining to any copy disseminated to the public for which PWC has not received prior approval from Company. 12. Both parties agree they are independent contractors. 13. Both parties agree to keep this letter and all its terms confidential. Thank you for participating in our Priceline WebHouse Club test. NewSub Services, Inc. Priceline WebHouse Club, Inc. Printed name: Jon Ellenthal Printed Name: Peter Burgess ------------------ ----------------- Signature: /s/ Jon Ellenthal Signature: /s/ Peter Burgess ---------------------- -------------------- Date: 12/3/99 Date: 12/3/99 --------------------------- -------------------------

Dates Referenced Herein

Referenced-On Page
This ‘S-1’ Filing    Date First  Last      Other Filings
Filed on:7/26/00None on these Dates
3/31/001
11/1/991
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Filing Submission 0000940180-00-000865   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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