Registration Statement (General Form) · Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 134 663K
2: EX-3.1 Second Restated Certificate of Incorporation 10 52K
3: EX-3.2 Certificate of Designations for the Series B 9 47K
4: EX-3.3 Certificate of Designations for the Series C 8 47K
5: EX-3.4 Amended & Restated Bylaws, as Currently in Effect 17 84K
6: EX-3.5 Form of Third Restated Certificate of Incorp. 4 30K
7: EX-3.6 Form of Second Amended and Restated Bylaws 17 84K
8: EX-4.1 Specimen Certificate for Common Stock 3 21K
9: EX-4.2 Convertible Prommisoy Note Dated as of 10/27,1998 6 34K
10: EX-4.3 Convertible Promissory Note Dated as of 10/27,1998 6 35K
11: EX-4.4 Convertible Promissory Note Dated as of 10/27 1998 6 35K
12: EX-4.5 Convertible Promissory Note Dated as of 10/27,1998 6 34K
13: EX-4.6 Convertible Promissory Note Dated as of 04/22,1999 6 36K
14: EX-4.7 Bridge Note, Dated as of 05/19, 1999 6 36K
15: EX-4.8 Letter Terminating Availability 1 15K
16: EX-5.1 Form of Opinion of Latham & Watkins 2 18K
17: EX-10.1 Amended & Restated '98 Incentive Compensation Plan 32 147K
18: EX-10.2 1999 Incentive Compensation Plan 32 151K
19: EX-10.3 Form of 1999 Non-Employee Directors' Stock Option 13 72K
20: EX-10.12 Consulting Agreement, Dated 8/2/99 14 69K
21: EX-10.13 Letter Agreement, Dated 6/1/99 11 48K
22: EX-10.16 Intentionally Omitted 1 11K
23: EX-10.17 Letter Agreement Dated as of 10/27/98 18 82K
24: EX-10.18 Letter Agreement Dated as of 1/1/99 22 93K
25: EX-10.19 Letter Agreement Dated 4/19/99 13 64K
26: EX-10.20 Letter Agreement Dated 4/29/99 10 54K
27: EX-10.21 Stock Option Agreement Dated 3/15/99 10 57K
28: EX-10.22 Stock Option Agreement Dated 3/15/99 10 57K
29: EX-10.23 Internet Data Center Services Agreement 16± 80K
30: EX-10.24 Restricted Stock Agreement Dated 3/18/99 8 40K
31: EX-10.25 Services Agreement Dated 5/9/99 5 34K
32: EX-10.26 Lease Agreement Dated 4/6/99 41± 182K
33: EX-10.27 Sublease Agreement Dated 5/25/99 12± 56K
34: EX-10.28 Lease Agreement Dated 7/30/98 39± 176K
35: EX-10.29 Letter Agreement Dated 5/5/99 2 20K
36: EX-10.30 Lease Agreement Dated 8/9/99 4 24K
37: EX-10.31 Letter of Agreement Dated 4/20/99 3 23K
38: EX-10.32 Promotional Agreement Dated 5/21/99 7 51K
39: EX-10.33 Letter of Agreement Dated 5/27/99 2 23K
40: EX-10.35 Subscription and Stockholders' Agreement 11 59K
41: EX-10.36 Subscription and Stockholders' Agreement 11 59K
42: EX-10.37 Form of Subscription Agreement 6 35K
43: EX-10.38 Form of Series A Convertible Preferred Stock 17 87K
44: EX-10.39 Purchase Agreement Dated 5/20/99 45 209K
45: EX-10.40 Form of Subscription Agreement 6 34K
46: EX-10.41 Form of Series B Convertible Preferred Stock 23 119K
47: EX-10.42 Form of Subscription Agreement 7 34K
48: EX-10.43 Form of Series C Convertible Preferred Stock 23 115K
49: EX-10.44 License Agreement Dated 3/31/99 26 137K
50: EX-10.45 License Agreement Dated 3/22/99 4 31K
51: EX-10.46 Equipment Lease Agreement Dated 4/8/99 9 49K
52: EX-21.1 List of Subsidiaries 1 12K
53: EX-23.2 Consent of Kpmg Llp 1 13K
54: EX-27 Financial Data Schedule 1 16K
EX-10.31 · Letter of Agreement Dated 4/20/99
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EXHIBIT 10.31
April 20, 1999
Mr. David Ropes
Ford Motor Company
16800 Executive Plaza Drive, Suite SN239
Dearborn, MI 48126
RE: LETTER OF AGREEMENT
Dear David:
On behalf of Digital Entertainment Network, Inc. ("DEN"), I'd like to thank you
for your commitment to be one of DEN's Charter Sponsors. This Letter of
Agreement sets forth the basic agreement between DEN and Ford Motor Company
("Advertiser") with respect to the purchase of category-exclusive sponsorship
for Programming Year 1 (July 1, 1999-June 30, 2000).
1. Advertiser shall have advertising exclusivity for the multi-product
category of new and used, domestic and imported automobiles (i.e. passenger
cars and trucks), rentals and/or sales (collectively, "Automobiles") for
Programming Year 1 for DEN programming Episode(s) to be distributed on or
by DEN's channels and/or websites on the World Wide Web.
2. At Advertiser's request, DEN and Advertiser shall work together in good
faith to develop Advertiser's advertising and any other sponsorship
elements for Programming Year 1. If Advertiser desires, DEN will consult
with Advertiser and its advertising agencies to develop its creative for
DEN. If Advertiser desires, DEN will also produce in-house the banners and
commercials which Advertiser runs on DEN programming. If DEN produces
Advertiser's banners and commercials in-house, there will be no charge to
Advertiser for this production. Advertising may include audiovisual
advertising spots similar to television commercials ("Commercial Spots"),
so-called banner ads displayed on DEN's web pages ("Banner Ads"), in-Episode
product placements (i.e., "hero" cars and trucks in DEN shows), audio
clips, endorsements, games, contests, sweepstakes, hypertext links to
informational or purchase opportunities or other advertising opportunities
mutually agreeable to DEN and Advertiser (collectively "Ad(s)").
Additionally, if Advertiser desires to include in-Episode product
placement, DEN will, at no additional cost to Advertiser make good faith
efforts to incorporate such product(s) in recognizable form into Episode(s)
if consistent with DEN's artistic and creative vision of the Episode(s) and
subject to DEN's production schedule.
3. DEN guarantees that the aggregate of all Episode(s) first released in
Programming Year 1 which include Advertiser messages shall receive not less
than an aggregate of [*] advertising impressions. Of the [*] impressions, at
least [*] will come from Advertiser banners and commercials if Advertiser
chooses to make broadscale use of these types of creative elements. The
remainder may come from a combination of banners, commercials, product
placement and other types of Advertiser mentions. Impressions achieved for
Advertiser during the May-June 1999 development phase will be at no cost to
Advertiser, but DEN will count all impressions toward the [*] impressions
guarantee. The accounting of advertising impressions shall be verified by a
mutually agreed upon third-party verification service. If fewer Total
Impressions are verified, the remedy to Advertiser will be one of the
following: [*]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
[*]
4. DEN shall collect data reasonably requested by Advertiser, provided such
data is readily available to DEN, concerning the viewers of Episode(s) and
the viewing of the Episode(s) and Ad(s) during Programming Year 1 and make
such information available to Advertiser.
5. In consideration of the above, Advertiser agrees to:
(a) pay DEN the sum of [*] for the period July 1, 1999-December 31, 1999 of
which [*] may be mutually agreed upon barter (for example, automobiles,
targeted youth media, etc.);
(b) pay to DEN the sum of [*] for the period January 1, 2000-June 30, 2000
on a mutually agreed upon payment schedule;
(c) For Programming Year 1, Advertiser shall not be required to [*].
6. Provided all amounts due hereunder have been paid, Advertiser shall have two
(2) successive, dependent rights of first negotiation and subsequent rights
of first refusal for each of the Programming Years 2 and 3 (July 2000-June
2001 and July 2001-June 2002, respectively) for the "Automobile"
multi-product category. The first of such rights (for Programming Year 2)
shall need to be exercised by [*] for Advertiser to hold "Automobile"
category. Commitment for Programming Year 3, if applicable, will need to be
exercised by Advertiser no later than [*]. (See Attachment I for Year 2 and
Year 3 maximum pricing for Ford for "Automobile" category.) Should Advertiser
choose to make an incremental commitment to DEN over and above its Charter
Sponsor commitment during any Programming Year in which it holds a
category-exclusive Charter Sponsorship. Advertiser will be entitled to a [*]
discount for this incremental buy vs. general market "spot" rates.
The parties shall negotiate in good faith to enter into a more formal agreement
incorporating the material terms and such other terms and conditions as are
typical of agreements of this type in the U.S. advertising industry. Until such
time, if ever, this agreement shall be binding upon the parties.
We look forward to working with you to develop an effective digital branding
effort for Ford Motor Company on the DEN.
Sincerely,
Ed Winter
Chief Marketing Officer
"UNDERSTOOD AND AGREED"
"Advertiser"
By: /s/ DAVID ROPES
-------------------------------------
Its: Director of Corporate Advertising
------------------------------------
Date Signed: 5/13/99
----------------------------
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
Attachment I
Maximum Charter Sponsor pricing for Ford for "Automobile" category
Year 2 [*]
Year 3 [*]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
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| This S-1 Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 4/20/99 | | 1 |
| | 7/1/99 | | 1 | | 2 |
| Filed On / Filed As Of | | 9/17/99 |
| | 12/31/99 | | 2 |
| | 1/1/0 | | 2 |
| | 6/30/0 | | 1 | | 2 |
| |
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