Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 @Entertainment, Inc. 185 1.02M
2: EX-2.1 Form of Contribution Agreement 20 57K
3: EX-2.2 Form of Purchase Agreement 10 33K
4: EX-3.1 Amended & Restated Certificate of Incorporation 18 73K
5: EX-3.2 Bylaws of @Entertainment, Inc. 40 174K
6: EX-3.3 Form of Shareholders Agreement 80 230K
7: EX-3.4 Termination Agreement 3 14K
8: EX-3.5 Form of Registration Rights Agreement 23 74K
9: EX-5 Opinion of Baker & McKenzie 2 13K
10: EX-8 Form of Opinion of Baker & McKenzie 1 10K
11: EX-9.1 Form of Voting Agreement 7 26K
12: EX-9.2 Side Letter 5 16K
15: EX-10.11 Employment Agreement 6 37K
16: EX-10.12 Stock Option Agreement 11 54K
17: EX-10.13 Form of Employment Agreement 5 37K
18: EX-10.14 Form of Employment Agreement 6 33K
19: EX-10.15 Stock Option Agreement 11 53K
20: EX-10.16 Form of Stock Option Plan 29 74K
21: EX-10.19 Agreement for Digital Transmission 96 233K
13: EX-10.2 Form of Management Agreement 3 12K
22: EX-10.20 Agreement for Digital Transmission 95 231K
23: EX-10.21 Agreement for Digital Transmission 95 235K
14: EX-10.3 Form of Service Agreement 12 38K
24: EX-11.1 Statement Re: Calculation of Per Share Earnings 1 10K
25: EX-15 Letter From Kpmg Peat Marwick LLP 1 10K
26: EX-21 List of Subsidiaries 1 11K
27: EX-23.1 Consent of Kpmg Peat Marwick LLP 1 11K
28: EX-23.2 Consent of Kpmg Peat Marwick LLP 1 11K
29: EX-27 ƒ Financial Data Schedule 1 11K
EX-10.2 — Form of Management Agreement
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EXHIBIT 10.2
MANAGEMENT AGREEMENT
Entered into as of ________________ in C between:
A with an office in Hartford, this Agreement as A represented by:
B , referred to in this Agreement as B , represented by:
Article 1
B is a Polish economic entity conducting activities in the territory of the
Republic of Poland and outside its borders.
Article 2
A is a United States of America economic entity.
Article 3
A will provide to B organizational and consulting services pertaining to
the realization of B's objectives according to Article 5 of B's Deed of
Association.
Article 4
Obligations outlined in Article 3 of this Agreement relate, in particular, to
the construction and exploitation of a cable television system in the region of
C (the " C System").
Article 5
The parties agree that A will receive from B a consulting management fee as
compensation for services provided pursuant to Article 3 and 4 of this
Agreement.
Article 6
1
The services and expenses for which the consulting management fee described in
Article 5 is due include:
1. Organization consulting on behalf of B .
2. Organization activity directed to the fulfillment of
Article of B Deed of Association.
Article 7
The parties agree that for the fiscal year and for each year thereafter
the consulting management fee defined in Article 5 of this Agreement will be
equal to an equivalent of USD $ (Dollars 00/100) for the System.
Accrued management fees will become payable when and to the extent that B net
income exceeds zero.
Article 8
The amount determined in Article 7 was based on the feasibility study which
served as a basis for the issuance of the permit .
Article 9
The agreement shall continue until and shall be automatically
renewed for successive one (1) year periods unless terminated in writing by
either party at least thirty (30) days prior to the then existing term.
Article 10
This Agreement shall be binding on and inure to the parties' successors and
assigns. This Agreement relates to the operation of the C System. A hereby
acknowledges and agrees the B may assign all or a portion of rights granted
to it herein to any entity(ies) continuing to operate the C System without
the prior consent of A . Any such entity(ies) shall consent to be bound by
the obligations of B to A hereunder. A may assign its rights and
obligations hereunder to an affiliated entity capable of performing the
services hereunder without the prior consent of B .
Article 11
Matters unregulated by this Agreement will be governed by the Civil Code.
2
Article 12
Potential disputes will be resolved by courts headquartered in the United
States.
Article 13
This Agreement was prepared in two counterparts, one for each party.
A
By:
------------------------------
B
By:
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