MARKETING AGREEMENT Agreement dated March 12, 1996 by and between REUTERS NEWMEDIA INC., with its principal office located at 1700 Broadway, New York, New York 10019 ("Reuters"), and Sportsline USA, Inc. with its principal office at 6340 N.W. 5th Way, Fort Lauderdale, Florida 33309 ("Sportsline"). 1. DEFINITIONS 1.1. "Affiliate" means, with respect to any given Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person. 1.2. "AGREEMENT" means this agreement, as it may be amended from time to time in accordance with Section 15.6. 1.3. "BUSINESS DAY" means a day that banks are open for business in New York City. 1.4. "CONTENT" means text, information, data, images (still and moving) and sound recordings. 1.5. "CONTROL" over a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity interest, representation on its board of directors or body performing similar functions, by contract or otherwise. The terms "Controlling" and "Controlled" will have corollary meanings. 1.6. "CUSTOMIZED SITE" means a version of the Sportsline Service that is only available to a Reuters Subscriber accessing the Sportsline Site from a Reuters Product. 1.7. "DAMAGES" means liabilities, damages, awards, settlements, losses, claims and expenses, including reasonable attorney's fees and expenses and costs of investigation. 1.8. "FOREIGN SPORTS SERVICE" means (a) any Internet service, including a site on the World Wide Web (other than the Internet services currently provided by Sportsline), (b) any wireless service, or (c) any proprietary on-line service, in each case only to the extent that such service provides sports news and/or information targeted at, and is primarily marketed and sold to persons located in, a specific country or region outside the United States. 1.9. "INCLUDING" means including but not limited to. 1.10. "Intellectual PROPERTY RIGHTS" means any patent, design right, copyright, trademark, service mark (and any application or registration respecting the foregoing), database right, trade secret, know-how and/or other present or future intellectual property right of any type, wherever in the world enjoyable. 1.11. "Laws " means applicable laws, regulations, rules or orders of any government, administrative authority or court. 1.12. "Mirror Site " shall mean an Internet site which contains the exact form and Content (including identical pages) of a parent Internet site which (i) is located at a geographic location distinct from such parent Internet site and (ii) is created for the purpose of improving performance and accessibility to such parent Internet site PROVIDED, that the term "Mirror Site" shall not include any Intemet site which is licensed to or otherwise controlled by an on-line service provider. 1.13. "Person" means any individual, corporation, limited-liability company, partnership. firm, joint venture, association, joint-stock company, trust, or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 1.14. "Reuters Competitor" means Dow Jones, Inc., Bloomberg, Knight-Ridder, Agence France Presse, The Associated Press, United Press International, Inc., Telerate, Inc., Global Financial Information Corp., Individual, Inc. or M.A.I.D, and any entity that is engaged as a significant part of its business in the provision of financial news and data. 1.15. "Reuters Product" means any Reuters product or service, including the Reuters RT. 1.16. "Reuters Subscriber " means any Person that receives any Reuters Product. 1.17. "Sportsline Content" means all Content created by Sportsline employees and owned exclusively by Sportline, and all Content provided to Sportsline by third parties that Sportsline is allowed to redistribute through Reuters without additional cost or expense to Sportsline for granting such redistribution rights. 1.18. "Sportsline Site " means the Sportsline World Wide Web site that provides sports news, information and related services located at URL http://www.sportsline.com and any existing or future Mirror Sites to such site. 2. TERM 2.1. This Agreement will take effect on March 12, 1996, and, unless terminated earlier pursuant to Section 14, will terminate on March 12, 2001 (the "Term"). 3. FOREIGN SPORTS SERVICE 3.1. For each Foreign Sports Service that Sportsline considers launching during the Term, it shall provide Reuters with a 60 day exclusive negotiation period, during which Sportsline shall negotiate only with Reuters with respect to: (a) the provision of non-United States sports news and information to be included in such a Service; (b) the branding of such a Service; and (c) an investment in such a Service, PROVIDED that Sportsline may also negotiate with other parties approved by Reuters, which approval shall not be unreasonably withheld. All such negotiations shall be conducted in good faith between the parties. 3.2. In the event that the parties are unable to reach an agreement with respect to the Foreign Sports Service, Sportsline may not, in any event, enter into an agreement with 2 another Person on terms that are equivalent to, or less favorable to Sportsline than, the terms offered by Reuters, unless Sportsline has offered Reuters a reasonable opportunity to agree to those terms. 4. CUSTOMIZED SITE 4.1. The parties shall negotiate in good faith an agreement pursuant to which Sportsline will develop the Customized Site such that if a Reuters Subscriber accesses the Sportsline Site, the Customized Site will be displayed. This agreement shall contain provisions under which Reuters is paid a share of the revenue from such Customized Site. Sportsline's obligations are subject to the technological feasibility of providing the Customized Site. 4.2. If Sportsline develops the Customized Site as provided herein, Sportsline shall not, during the Term, configure the Sportsline Site to provide a service similar to the Customized Site to any Reuters Competitor. 5. USE OF SPORTSLINE CONTENT 5.1. Sportsline agrees that it will grant Reuters the exclusive right to redistribute Sportsline Content within a Reuters Product as part of a sports news service. The parties shall negotiate in good faith an agreement setting forth, among other things, the royalty to be paid by Reuters to Sportsline for inclusion of the Sportsline Content in a Reuters product or service. The grant of rights will not prohibit Sportsline from providing Sportsline Content to the Sportsline Site or from licensing Sportsline Content to any Web Site or online services, PROVIDED that such other Web Site or online services is not owned or operated by a Reuters Competitor, and PROVIDED further that such Content is not provided by Sportsline as part of a general sports news service. 5.2. Sportsline shall use its best efforts to enter into agreements with third Person Content providers that permit Sportsline to grant Reuters the rights of redistribution set forth in Section 5.1. 6. SUPPLY OF REUTERS CONTENT 6.1. In the event that Sportsline seeks to license Content specifically related to sports outside the United States for use in the Sportsline Site or for use in any other Sportsline venture in the United States, then PROVIDED such Content is already owned, licensed or produced by Reuters, Sportline shall provide Reuters with reasonable notice thereof and an opportunity to make a proposal for the provision of such Content. Sportsline agrees that if the Reuters proposal is equivalent to, or better than, a proposal received from a third Person, Sportsline shall license such Content from Reuters. Nothing herein shall prohibit Sportsline from obtaining any content covered by this Section 6.1 from any third Person to the extent such content is already available to Sportsline under agreements with such third parties. 7. LIMITATION OF LIABILITY 3 7.1. Neither party will be liable for any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications, fire or other casualty. 7.2. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION MADE BY THE OTHER. 7.3. Under no circumstances will either party, its Affiliates or their respective officers, directors, employees be liable for any indirect, incidental, special or consequential damages with respect to each party's obligations under this Agreement, regardless of whether such damages could have been foreseen or prevented. 8. REPRESENTATIONS AND WARRANTIES 8.1. Sportsline represents and warrants to Reuters as of the date hereof that: (a) The execution, delivery and performance by Sportsline of this Agreement do not and will not (i) violate the organizational documents of Sportsline, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, or (iii) require any notice or consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Sportsline or to a loss of any benefit to which Sportsline is entitled under, any agreement or other instrument binding upon Sportsline or any license, franchise, permit or other similar authorization held by Sportsline. (b) To the best of Sportsline's knowledge, the Sportsline Content to be provided to Reuters hereunder does not violate the Intellectual Property Rights of any third Person. 8.2. Reuters hereby represents and warrants to Sportsline as of the date hereof that: (a) The execution, delivery and performance by Reuters of this Agreement do not and will not (i) violate the organizational documents of Reuters, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, or (iii) require any notice or consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Reuters or to a loss of any benefit to which Reuters is entitled under, any agreement or other instrument binding upon Reuters or any license, franchise, permit or other similar authorization held by Reuters. 4 (b) To the best of Reuters knowledge, any Reuters content to be provided to Sportline hereunder does not violate the Intellectual Property Rights of any third person. 9. INDEMNIFICATION 9.1. Sportsline will indemnify and hold the Reuters Group and officers, directors and employees harmless from and against any and all Damages resulting from or arising out of (a) the Sportsline Site or any other activities of Sportsline, including infringement by any Sportsline Content of any third Person Intellectual Property Rights; (b) any misrepresentation or breach of representation or warranty of Sportsline contained herein; or (c) any breach of any covenant or agreement to be performed by Sportsline hereunder. 9.2. Reuters will indemnify and hold Sportsline and its Affliates and their respective officers, directors and employees harmless from and against any and all Damages resulting from or arising out of (a) the Reuters Products or any activities of Reuters, including infringement by any Reuters Content of any third Person Intellectual Property Rights, (b) any misrepresentation or breach of representation or warranty of Reuters contained herein; or (c) any breach of any covenant or agreement to be performed by Reuters hereunder. 10. TERMINATION 10.1. In addition to any other remedy available at law or in equity, either party may terminate this Agreement immediately, in whole or in part, without further obligation to the other party in the event of: (a) any breach of this Agreement by the other party that is not remedied within 30 days notice of such breach in writing; or (b) the other party's making an assignment for the benefit of its creditors, the filing of a voluntary or involuntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import in connection with the other party, or the appointment of a trustee or receiver for the other party or its property. 11. GENERAL 11.1. Nothing will be deemed to limit or restrict Reuters from entering into agreements with any other Person covering services similar to the Sportsline Site or from offering such similar services itself, PROVIDED, that Sportsline shall be relieved from its obligations hereunder to the extent Reuters enters into an agreement with a competitor of Sportline with respect to the subject matter of this Agreement or in the event Reuters offers a service that is competitive with the Sportsline Site. 11.2. Neither party will make or issue any external press statement regarding the terms of this 5 Agreement unless (a) it has received the express written consent of the other party, which will not be unreasonably withheld or (b) it is required to do so by Law or REGULATION. 11.3. This AGREEMENT AND ANY AND ALL ADDENDA, schedules or exhibits attached hereto represent the entire agreement of the parties regarding the subject matter hereof. There are no other oral or written collateral representations, agreements, or understandings regarding the subject matter hereof. 11.4. This Agreement will be deemed to have been executed and delivered in the State of New York and it will be governed by and construed in accordance with the laws of New York. 11.5. All notices, requests and other communications to any party hereunder will be in writing (including facsimile transmission or similar writing) and will be given to such party at its address or telecopy number set forth below or at such other address or telecopy number as such party may hereafter specify for such purposes. Each such notice, request or other communication will be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section and confirmation of receipt is obtained or (ii) if given by any other means, when received at the address specified below. To Reuters: Reuters NewMedia Inc. I 700 Broadway New York, New York 10019 (212) (Facsimile) Attn: Senior Vice President With a copy to: Reuters America Inc. I 700 Broadway New York, New York 10019 (212) 307-9175 (Facsimile) Attn: General Counsel To Sportsline: Sportsline USA, Inc. N.W. 5th Way Fort Lauderdale, Florida 33309 Attn: President (954) 351-2170 (Facsimile) 11.6. This Agreement will be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other, PROVIDED that either party may assign this Agreement to any Affiliate without the necessity of obtaining consent from the other party. 6 11.7. There is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Agreement. 11.8. This Agreement may not be amended, modified or superseded, nor may any of its terms or conditions be waived unless expressly agreed to in writing by both parties. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same. 11.9. If any provision or term of this Agreement, not being of a fundamental nature, is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected. 11.10. The provisions of Section 8 and any and all disclaimers and indemnities contained herein or in any schedules to this Agreement will survive the termination of this Agreement. REUTERS NEWMEDIA INC. SPORTSLINE USA, INC. By: By: /s/ MICHAEL LEVY ---------------------- ------------------ Title: Executive Vice President Title: President Date: 3/11/96 Date: 3/11/96 7 TYPE: EX-10.9 SEQUENCE: 7 EXHIBIT 10.9 COMMERCIAL GUARANTY Borrower: Sportsline U.S.A., Inc. Lender: Silicon Valley Bank, A 6340 N.W. 5th Way California chartered bank with Fort Lauderdale, FL 33309 a Loan Production Office located at 40 William Street Wellesley, MA 02181 Guarantor: Kleiner Perkins Caulfield & Byers VII, L.P. 2750 Sand Hill Road Menlo Park, CA 94025 AMOUNT OF GUARANTY. The principal amount of this Guaranty is One Million Five Hundred Thousand & 00/100 Dollars ($1,500,000.00). CONTINUING GUARANTY. For good and valuable consideration, Kleiner Perkins Caufield & Byers VII, LP. ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Silicon Valley Bank ("Lender") or its order, in legal tender of the United States of America, the indebtedness (as that term is defined below) of SPORTSLINE USA, INC. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. The obligations of Guarantor under this Guaranty are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty. Borrower. The word "Borrower" means SPORTSLINE USA, INC. Guarantor. The word "Guarantor" means Kleiner Perkins Caufield & Byers VII, LP. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of lender dated December 13, 1995. Indebtedness. The word "Indebtedness" shall mean and refer to the obligations of Borrower under that certain Promissory Note, dated December 13, 1995, in the original principal amount of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00, together with all renewals, extensions and modifications thereof; provided, however that any renewal extension, or change (other than by reason of acceleration after an event of default) in the time that payment of the indebtedness is due or any change in the interest rate shall have been consented to in writing by Guarantor. Lender. The word "Lender" means Silicon Valley Bank a California chartered bank, its successors and assigns. Related Documents. The words "Related Documents" mean and include without imitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgage, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the indebtedness of this Guaranty. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the sum of the principal amount of $1,500,000.00, plus all interest thereon, plus any costs and expenses (including attorneys' fees) awarded to a prevailing party in litigation in connection with the enforcement of the indebtedness of this Guaranty. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. The liability of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all indebtedness within the limits set forth in the preceding section of this Guaranty. Accordingly, no payments made upon the indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the indebtedness or any of the indebtedness which subsequently arises or is thereafter incurred or contracted. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or nay notice to Guarantor or to Borrower, and will continue in full force until all indebtedness incurred or contracted before receipt by lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be delivered to Lender at the address of Lender listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by lender of Guarantor's written revocation. For this purpose and without limitation, the term "now indebtedness' does not include indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all indebtedness incurred by Borrower or committed by lender prior to receipt of Guarantor's written notice of revocation, including any substitutions or modifications of the indebtedness, and, provided that the same has been consented to in writing by Guarantor, any renewal, extension of change in the time that payment of the indebtedness is due or change in the interest rate. All renewals, extensions, substitutions, and modifications of the indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new indebtedness. Release of any other guarantor or termination of any other guaranty of the indebtedness shall not affect the liability of Guarantor under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of indebtedness covered by this Guaranty, and it is specifically acknowledged and agreed by Guarantor that reductions in the amount of indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed indebtedness remains unpaid and even though the indebtedness guaranteed may from time to time be zero dollars ($0.00). GUARANTORS AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to modify the terms of the indebtedness as Lender deems appropriate (c) to take and hold security for the payment of the indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the indebtedness; (f) to apply such security and direct the order or manner of sale thereof, including without limitation, any non judicial sale permitted by the terms of the controlling security agreement of deed of trust, as Lender in its discretion may determine; (g) to sell, transfer, assign, or grant participation in all or any part of the indebtedness; and (h) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representation or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Lender has made no representation to Guarantor as to the creditworthiness of Borrower, and (d) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law. Guarantor waives any right to require Lender to (a) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, lender, or any other guarantor or surety of Borrower, or the creation of new or additional indebtedness; (b) proceed against any person, including Borrower, before proceedings against Guarantor; (c) apply any payments or proceeds received against the indebtedness in any order; (d) give notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (e) disclose any information about the indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender; or (f) pursue any remedy or course of action in lender's power whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (a) any disability or other defense of Borrower, any other guarantor or surety or any other person; (b) the cessation from any cause whatsoever, otters than payment in full, of the indebtedness; (c) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (d) any act or omission or commission by lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the indebtedness, or the loss or release of any collateral by operation of law or otherwise; or (e) any modification or change in terms of the indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time and that payment of the indebtedness is due and any change in the interest rate; provided, however, that any renewal, extension, or change (other than by reason of an acceleration after an occurrence of an event of default) in the time that payment of the indebtedness is due and any change in the interest rate shall have been consented to in writing by Guarantor, and including any such modification or change in terms after revocation of this Guaranty on indebtedness incurred prior to such revocation. Until all indebtedness is paid in full, Guarantor waives all rights and nay defenses Guarantor may have arising our of any election of remedies by Lender even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower or any other guarantor or surety. Guarantor further waives any right to enforce any remedy Lender may have against Borrower or any other guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by Lender. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set froth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such wavier shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness of Borrower to Lender, whether now existing or hereafter crated, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower relating to the indebtedness. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims or both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower, provided however, that such assignment shall be effective only for the purpose of assuring to lender full payment in legal tender of the indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and the financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Applicable Law. This Guaranty has been delivered to Lender and accepted by lender in the State of California. If there is a lawsuit, Guarantor agrees upon lender's request to submit to the jurisdiction of the courts of Santa Clara County, State of California. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. (Initial Here ______________) This Guaranty shall be governed by and construed in accordance with the laws of the State of California. Expenses. Guarantor agrees that the prevailing party in any litigation shall be entitled to recover any and all expenses (including attorneys' fees) incurred by it in enforcing this Guaranty. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile, and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to lender as provided above in the section titled "DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require: and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this guaranty. If a court of competent jurisdiction finds an8y provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it is not necessary for lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A wavier by lender of a provision of this Guaranty shall not prejudice or constitute a wavier of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of delaying between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole reasonable discretion of Lender. REVIVAL OF GUARANTY. Guarantor's liability under this Guaranty shall be reinstated and revived with respect to any amount paid by any party on account of the indebtedness which shall thereafter be required to be restored or returned by lender as a result of bankruptcy, or reorganization of such party or for any other reason all as though such amount had never been paid. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THE GUARANTY EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 13, 1995. GUARANTOR: Kleiner Perkins Caufield & Byers VII, LP. By: KPCB VII Associates, LP., its General Partner By: /s/ JOSEPH S. LACOB --------------------- Name: Joseph S. Lacob General Partner PARTNERSHIP CERTIFICATE TO GUARANTEE / SUBORDINATE Borrower: SPORTSLINE USA, INC. Bank: Silicon Valley Bank a California chartered bank 6340 NW5th Way doing business as "Silicon Valley East" Fort Lauderdale, FL 33309 40 William Street, Suite 350 Wellesley,MA 02181 Partnership: Kleiner Perkins Caufield & Byers VII, L.P. 2750 Sand Hill Road Menlo Park, CA 94025 In consideration of the proposed Promissory Note of even date herewith, in the original principal amount of $1,500,000.00 (the "Bridge Note") between SportsLine USA, Inc. ("Borrower") and Silicon Valley Bank ("Bank"), the persons signing below on behalf of KPCB VII Founders Fund, L.P. (the "Partnership") jointly and severally represent and certify to Bank and agree with Bank that they are the sole general partners of the Partnership that the Partnership name shown above is the complete and correct name of the Partnership. PARTNERSHIP EXISTENCE. The Partnership is duly organized, existing and in good standing under the laws of the State of California. In addition. the Partnership is qualified and has filed or obtained all necessary filings. governmental licenses and approvals from each state in which the Partnership is doing business. PARTNERSHIP AGREEMENTS. All the general partners of the Partnership have met to consider the matters set forth below and agree with Bank that ANY ONE (1) of the undersigned general partners of the Partnership acting for and on behalf of the Partnership and as its act and deed be and he or she hereby is. authorized and empowered in the name of the Partnership: GUARANTY. To guarantee the Bridge Note (the "Guaranty"). EXECUTE THE GUARANTY AGREEMENT. To execute and deliver to Bank the form of Commercial Guaranty Agreement. SUBORDINATE INDEBTEDNESS. To execute and deliver to Bank the form of subordination agreement. subordinated note and any other related documents which may be submitted by or approved by Bank, and which shall evidence the terms and conditions under and pursuant to which such subordinations, are given and also to execute and deliver to Bank any other written instruments, of any kind or nature. which may be necessary or proper in connection with or pertaining to the giving of subordinations FURTHER ACTS. To do and perform such other acts and things and to execute and deliver such other documents and agreements as he or she may in his or her discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Certificate. PARTNERSHIP CERTIFICATE TO GUARANTEE / SUBORDINATE Page 2 RATIFICATION. The Partnership hereby ratifies and confirms the acts of its partners. agents or employees in heretofore entering into any agreement related to the Bridge Note in favor of Bank together with any act performed in relation thereto. CONTINUING VALIDITY. These agreements shall remain in full force and effect until written notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Partnership's agreements or commitments in effect at the time notice is given. IN WITNESS WHEREOF, we each have read all the provisions of this Partnership Certificate to Guarantee/Subordinate, and we each jointly and severally and on behalf of the Partnership certify and agree to its terms and attest that the signatures set opposite the names listed below are their genuine signatures. This certificate is dated December 13, 1995. CERTIFIED TO AND ATTESTED BY: Kleiner Perkins Caufield & Byers Vll, L.P. By: KPCB VII Associates, L.P. By: /s/ JOSEPH S. LACOB ------------------- Joseph S. Lacob, General Partner By: /s/ BROOK M. BYERS ------------------ Brook M. Byers, General Partner CERTIFICATE FOR USE WITH A PARTNERSHIP WHICH IS A PARTNER IN A PARTNERSHIP COMPANY GUARANTOR/ SUBORDINATOR Borrower: SPORTSLINE USA, INC. Bank: Silicon Valley Bank a California chartered bank 6340 NW5th Way doing business as "Silicon Valley East" Fort Lauderdale, FL 33309 40 William Street, Suite 350 Wellesley, MA 02181 Partnership: Kleiner Perkins Caufield & Byers VII, L.P. 2750 Sand Hill Road Menlo Park, CA 94025 The undersigned hereby certify to Silicon Valley Bank ("Bank '): That they are the sole General Partners of KPCB Vll ASSOCIATES L.P. (the Partnership') duly organized and existing under the laws of the State of California. That the Partnership is a partner in Kleiner Perkins Caufield & Byers VII, L.P. ("Company"). That any and all fictitious name filings and related publications required for the Partnership by law have been made. That the Partnership deems it is in the best interest of Company to guarantee or grant collateral to support the obligations of Sportsline USA. Inc. ("Borrower") under that certain Promissory Note dated December 13, 1995 in the original principal amount of $1,500,000.00 (the "Bridge Note") to Silicon Valley Bank a California charted bank doing business as "Silicon Valley East" ("Bank") or to subordinate indebtedness owing by Borrower to Company to Borrower's obligations to Bank. That all the general partners of the Partnership have met to consider the matters set forth below and agree with Bank that ANY ONE (1) of the undersigned general partners of the Partnership acting for and on behalf of the Partnership and as its act and deed be and he or she hereby is, authorized and empowered in the name of the Partnership: (a) To execute Bank's standard form partnership certificate to guarantee/subordinate executed in connection with the obligations of Borrower to Bank with such changes as may appear appropriate as a partner in Company; and (b) To perform or cause to be performed all further acts and execute and deliver all further instruments which Bank may deem necessary to carry out the purposes of this certificate. That the Partnership hereby ratifies and confirms the acts of its partners, agents. or employees on behalf of the Partnership in its status as a partner in Company. CERTIFICATE FOR USE WITH A PARTNERSHIP WHICH IS A PARTNER IN A PARTNERSHIP COMPANY / GRANTOR / SUBORDINATOR Page 2 This certificate shall remain in full force and effect until written notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Partnership's agreements or commitments in effect at the time notice is given. IN WITNESS WHEREOF, we each have read all the provisions of this certificate for use with a partnership which is a partner in a partnership guarantor/grantor/subordinator, and we each jointly and severally and on behalf of the Partnership certify and agree to its terms and attest that the signatures set opposite the names listed below are their genuine signatures. This certificate is dated December 13' 1995. CERTIFIED TO AND ATTESTED BY: KPCB VII Associates, L.P. _________________________________ _________________________________ General Partner By: /s/ JOSEPH S. LACOB ------------------------------- General Partner JOSEPH S. LACOB _________________________________ _________________________________ By: /s/ BROOK M. BYERS ------------------ General Partner General Partner TYPE: EX-10.10 SEQUENCE: 8 EXHIBIT 10.10 September 1, 1994 Mr. Michael Levy President SportsLine USA, Inc. 800 Corporate Drive Suite 108 Ft. Lauderdale, Florida 33334 Dear Mike: It has been productive and exciting to meet with you to discuss your visionary plan for the future of SportsLine USA, Inc. I am intrigued by the prospect for ultimate success and am interested in working with you and your process. Therefore, based on earlier conversations, this will confirm that Rick Horrow/Horrow Sports Ventures ("RH") work with SportsLine USA Inc. ("SL"), or its appropriate assignees, in all appropriate strategic areas, including, but not limited to, the following: I. SCOPE OF SERVICES 1. Provide access to key personnel at union representative offices in football, baseball, basketball, hockey, and other sports. 2. Assist in providing access to key sports representatives and agents in all major sports. 3. Assist in providing access and attend meetings with league representatives including the Offices of the Commissioners of the National Hockey League, National Basketball Association, Arena Football League, Canadian Football League, LPGA, and PGA. 4. Assist in providing access and attend meetings with appropriate representatives of collegiate sports, including National Association of College Directors of Athletics. NCAA, and others. 5. Assist in providing access and attend meetings with appropriate television networks with distribution potential, including ESPN, Prime/NewSport/Sports Channel, and the like. 6. Assist in developing strategic plans and attend meetings concerning sponsorship solicitation and corporate participation. These meetings could include representatives of sports marketing firms as well as corporations with compatible demographic needs. 7. Assist in creating strategic plans concerning golf and tennis, including programming, travel package development, mail order/merchandising packages, and the like. Mr. Michael Levy September 1, 1994 Page - 2 8. Assist in the development of a strategic plan for access to teams, stadiums, and arenas and other public spectator facilities. This could include programming potential as well as joint venture opportunities with management, marketing, and concessions/novelty/merchandising firms. 9. Assist in the development of promotional and marketing plans, including the identification of personalities and sports spokesmen in key markets. 10. Provide editorial direction concerning sports business/sports law issues. 11. Assist in identifying and soliciting key SL personnel, including business development and marketing executives. 12. Assist in identifying key members for potential celebrity affliations, including memberships on a future Advisory Committee. II. TERMS AND CONDITIONS 1. SL will retain RH as Development Consultant and as a Member of the Board of Directors. 2. Commencing on September 1, 1994, SL will compensate RH at a rate of $3,000 per month. plus approved expenses, payable on the first day of each month. 3. At the point of commitment of appropriate additional funding of SL (as determined by Michael Levy, in his reasonable discretion), RH shall receive a bonus of $12,000 payable on receipt of said additional funding. Additionally, at that point, SL will increase its compensation to RH to a rate of $5,000 per month, effective March 1, 1995. 4. RH shall receive options to purchase 25,000 shares in SL at an initial offering price of $2, subject to the terms and conditions outlined in appropriate agreements. These options shall be vested immediately. 5. RH will devote sufficient time and effort to accomplishing the tasks in the context of other compatible sports development arrangements that RH/HSV is currently involved in. RH would be available for all appropriate meetings and events, and would be regularly available on the telephone and otherwise. 6. Either party could terminate this Agreement effective February 28, l995, with 30 days notice. The Agreement could also be terminated at any time by mutual consent, or by either party for cause. If the Agreement is terminated, however, RH shall be entitled to a fee as a Member of the Board of Directors (at a rate of $500 per month, or increased to $1,000 per month Mr. Michael Levy September 1, 1994 Page - 3 if there has been a commitment for additional funding of SL). This termination provision shall not affect the stock option plan outlined in paragraph 4 above. 7. RTI shall operate under the specific authority of Mike Levy or his designee(s) as to the consulting services. RH also agrees to refrain from public statements or to conduct meetings except as otherwise requested by SL. RH also agrees to hold all information in confidence unless directed otherwise by SL. Hopefully, this will provide the framework of a mutually beneficial and productive relationship. I look forward to working with you as soon as possible. Most sincerely, /s/ RICHARD B. HORROW --------------------- Richard B. Horrow President RH/bvc READ, AGREED TO, AND ACCEPTED: SPORTSLINE USA, INC. By:/s/ MICHAEL LEVY ----------------------- Michael Levy, President 25,000 WARRANTS THESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS. THE WARRANT SHARFS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FRONI SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXMPI'ION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE F1NANCLAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. August 31, 1994 SPORTSLINE USA, INC. WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK FOR VALUE RECEIVED, SPORTSLINE USA, INC., a Delaware corporation ("SportsLine" or the "Company"), hereby certifies that RICHARD MORROW or his registered assigns (the "Holder") is entitled, subject to the provisions contained herein, to purchase from the Company 25,000 fully paid and non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein, at an exercise price per share of Common Stock (the "Exercise Price") of $2.00. The term "Common Stock" means the Common Stock, par value $.01 per share, of the Company as constituted on the date hereof. The number of shares of Common Stock to be received upon the exercise of these Warrants may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as "Warrant Stock." The term "Other Securities" means any other securities that may be issued by the Company in addition to, or in substitution for, the Warrant Stock. References herein to the "Company" are to (i) SportsLine and any successor thereto, (ii) any successor corporation resulting from the merger or consolidation of SportsLine, or any successor thereto, with another corporation or (ii) any corporation to which SportsLine, or any successor thereto, has transferred its property or assets as an entirety or substantially as an entirety. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of these Warrants, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of these Warrants, if mutilated, the Company shall execute and deliver new Warrants of like tenor and date. Any such new Warrants, upon execution and delivery, shall constitute an additional contractual obligation on the part of the Company, whether or not these Warrants so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone. The Holder agrees with the Company that these Warrants are issued, and all the rights hereunder shall be held subject to, all of the conditions, limitations and provisions set forth herein, including the following: 1. EXERCISE OF WARRANTS. These Warrants may be exercised, in whole or in part, at any time, or from time to time during the period commencing on the date hereof and expiring August 31, 1999 [five years after the issue date] by presentation and surrender of these Warrants to the Company at its principal office (which on the date hereof is 800 Corporate Drive, Suite 108, Ft. Lauderdale, Florida 33334), or at the office of its stock transfer agent (which on the date hereof is the Company), if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check or checks, payable to the order of the Company) of the Exercise Price for the number of shares specified in such form. If these Warrants are exercised in part only, the Company shall, upon surrender of these Warrants for cancellation, execute and deliver new Warrants evidencing the rights of the Holder thereof to purchase the balance of Warrant Stock (and Other Securities) purchasable hereunder. Upon receipt by the Company of these Warrants, together with the Exercise Price, at its office, or by the Company's stock transfer agent at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the Warrant Stock (and Other Securities) issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or that certificates representing such Warrant Stock (or Other Securities) shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Stock (and Other Securities) upon exercise of these Warrants. 2. RESERVATION OF SHARES AND OTHER SECURITIES. The Company will at all times reserve for issuance and delivery upon exercise of these Warrants all shares of Warrant Stock and other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exercise of these Warrants. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable and free and clear of all preemptive rights. 3. FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issuable upon the exercise of these Warrants, but the Company shall pay the Holder an amount equal to the fair market value of such fractional share in lieu of each fraction of a share otherwise 2 issuable upon any exercise of these Warrants, as determined by the Board of Directors in its reasonable discretion. 4. EXCHANGE OF WARRANTS. These Warrants are exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder hereof to purchase in the aggregate the same number of shares of Warrant Stock (and Other Securities) purchasable hereunder. 5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights as a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed herein. 6. ANTI-DILUTION PROVISIONS. 6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of these Warrants) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock (or Other Securities) subject to these Warrants immediately prior to such subdivision shall be proportionately increased and the Exercise Price per share shall be proportionately decreased, and if the Company shall at any time combine the outstanding shares of Common Stock (or Other Securities) by recapitalization, reclassification or combination thereof, the number of shares of Common Stock (or Other Securities) subject to these Warrants immediately prior to such combination shall be proportionately decreased and the Exercise Price per share shall be proportionately increased. Any such adjustments pursuant to this Section 6.1 shall be effective at the close of business on the effective date of such subdivision or combination or, if any adjustment is the result of a stock dividend or distribution, then the effective date for such adjustment shall be the record date therefor. 6.2 ADJUSTMENT FOR REORGANIZATION. CONSOLIDATION. MERGER. ETC. (a) In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable upon the exercise of these Warrants) after the date hereof or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of these Warrants, upon the exercise hereof, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of these Warrants prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised these Warrants immediately prior thereto (but had not exercised any rights with respect to such securities or property in connection with the reorganization, consolidation, merger or conveyance); in each such case, the terms of these 3 Warrants shall be applicable to the securities or property receivable upon the exercise of these Warrants after such consummation. (b) In any case where the Company shall consolidate with or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the surviving corporation or the corporation that shall have received substantially all of the Company's assets shall expressly assume the obligations of the Company under these Warrants in a form reasonably satisfactory to the Holder hereof. 6.3 NO DILUTION. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of these Warrants, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of these Warrants against dilution or other impairment. Without limiting the generality of the foregoing, while these Warrants are outstanding, the Company (a) will not permit the par value, if any, of the shares of Warrant Stock to be above the amount payable therefor upon such exercise and (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue or sell fully paid and non-assessable shares of Warrant Stock and Other Securities upon the exercise of these Warrants. 6.4 CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the number of shares of Warrant Stock or Other Securities receivable upon the exercise of these Warrants, the Company at its expense will promptly compute such adjustment in accordance with the terms of these Warrants and prepare a certificate executed by an executive officer of the Company setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Company will forthwith mail a copy of each such certificate to the Holder. 6.5 NOTICES OF RECORD DATE. ETC. In case: (a) the Company shall take a record of the holders of its Common Stock (or Other Securities at the time receivable upon the exercise of these Warrants) for the purpose of entitling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or 4 (c) of any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in each such case, the Company shall mail or cause to be mailed to each Holder of a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the time, if any, to be fixed, as to which the holders of record of Warrant Stock (or such other securities at the time receivable upon the exercise of these Warrants) shall be entitled to exchange their shares of Warrant Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be mailed at least 20 days prior to the date therein specified and these Warrants may be exercised prior to said date during the term of these Warrants. 7. RESTRICTIONS ON TRANSFER OF WARRANTS. WARRANT STOCK AND OTHER SECURITIES. The Warrant Stock and Other Securities may not be sold, transferred or otherwise disposed of unless registered under the Securities Act of 1933 (the "Securities Act") and any applicable state securities laws or pursuant to available exemptions from such registration, provided that the seller delivers to the Company an opinion of counsel satisfactory to the Company confirming the availability of such exemption. 8. LEGEND. Unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of any of these Warrants and the issuance of any of the shares of Warrant Stock or Other Securities, all certificates representing such securities shall bear on the face thereof substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 9. NOTICES. All notices required hereunder shall be in writing and shall be deemed given when telegraphed, delivered personally or within two days after mailing when mailed by 5 certified or registered mail, return receipt requested, to the Company at its principal office, or to the Holder at the address set forth on the record books of the Company, or at such other address of which the Company or the Holder has been advised by notice in writing hereunder. 10. APPLICABLE LAW. These Warrants shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles. 6 IN WITNESS WHEREOF, the Company has caused these Warrants to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written. SPORTSLINE USA, INC. By: ------------------------ Title: President 7 WARRANT EXERCISE FORM The undersigned hereby irrevocably elects to exercise Warrants to purchase ____ shares of Common Stock of SportsLine USA, Inc., a Florida corporation, and hereby makes payment of $__________ in full satisfaction therefor. -------------------------------- Signature -------------------------------- Signature, if Jointly held -------------------------------- Date INSTRUCTIONS FOR ISSUANCE OF STOCK (if other than to the Holder of the within Warrants) Name ---------------------------------------------------------------------------- (Please typewrite or print in block letters) Address ------------------------------------------------------------------------- -------------------------------------------------------------------------------- Social Security or Taxpayer Identification Number ------------------------------- 8
Marketing Agreement - Reuters NewMedia Inc. and SportsLine USA Inc.
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