{"id":42054,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-sportsline-usa-inc-and-cbs-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-sportsline-usa-inc-and-cbs-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-sportsline-usa-inc-and-cbs-inc.html","title":{"rendered":"Agreement – SportsLine USA Inc. and CBS Inc."},"content":{"rendered":" AGREEMENT\n\n\n This Agreement (the \"Agreement\") is entered into as of the 5th day of\nMarch, 1997 (the \"Effective Date\") between SPORTSLINE USA, INC., a Delaware\ncorporation with principal offices at 6340 NW 5th Way, Ft. Lauderdale, FL 33309\n(\"SportsLine USA Inc.\") and CBS INC., a New York corporation, with principal\noffices at 51 West 52nd Street, New York, New York 10019 (\"CBS\").\n\n RECITALS\n\n A. SportsLine USA Inc. owns and operates the SportsLine USA Inc. Site\n(as hereinafter defined).\n\n B. SportsLine USA Inc. desires that CBS grant it the right to change\nthe name of the SportsLine USA Inc. Site to \"CBS SportsLine\" and to display\ncertain CBS sports-related content on such site.\n\n C. SportsLine USA Inc. further desires that CBS promote the site to be\nknown as \"CBS SportsLine\" during certain CBS Television Network broadcasts as\nspecified herein.\n\n D. In consideration of the performance by CBS of its obligations\nhereunder, SportsLine USA Inc. desires to sell to CBS and CBS desires to\npurchase from SportsLine USA Inc. a specified number of shares of SportsLine\nUSA Inc.'s common stock, in accordance with the terms and conditions set forth\nin this Agreement.\n\n NOW, THEREFORE, SportsLine USA Inc. and CBS agree as follows:\n\n1. DEFINITIONS\n\n 1.1 \"Ad Guarantee\" shall have the meaning ascribed to it in\nsubparagraph 8.1 hereof;\n\n 1.2 \"Ad Shares\" shall have the meaning ascribed to it in subparagraph\n10.2 hereof;\n\n 1.3 \"CBS Competitor\" means any person, firm or corporation, other than\nCBS, who is engaged either directly, or indirectly through an Affiliate, in\nradio or television programming or program distribution (whether free\nover-the-air, cable, telephone, local, microwave, or direct broadcast satellite\nor otherwise) in North America. For purposes of this paragraph an \"Affiliate\"\nof a person, firm or corporation shall mean another person, firm or\ncorporation that directly, or indirectly through one or more intermediaries,\ncontrols, or is controlled by, or is under common control with, such person,\nfirm or corporation;\n\n 1.4 \"Content Pages\" shall have the meaning ascribed to it in\nsubparagraph 8.4 hereof;\n\n\n\n -1-\n\n 2\n\n 1.5 \"CBS Internet Site\" shall have the meaning ascribed to it in\nsubparagraph 7.4 hereof;\n\n 1.6 \"CBS License Guidelines and Restrictions\" means the clearance,\nform, format and use restrictions and procedures set forth in Exhibit C\nattached hereto and hereby made a part hereof which SportsLine USA, Inc. shall\nadhere to in its use of CBS Sports Content, CBS Logos, CBS Merchandise and\nSportsLine USA Inc. Content on the CBS SportsLine Site and on any other\nSportsLine Site linked from the CBS SportsLine Site (as such capitalized\nterms are hereinafter defined);\n\n 1.7 \"CBS Logos\" means the logos specified in Exhibit B attached\nhereto and hereby made a part hereof; the term \"CBS Logos\" shall not include\nthe \"CBS SportsLine\" logo.\n\n 1.8 \"CBS Merchandise\" shall have the meaning ascribed to it in\nsubparagraph 8.7 hereof;\n\n 1.9 \"CBS Sports Content\" means that certain Television Related Sports\nContent and any additional sports-related Content which CBS has the right to\nlicense to use on the Internet and which CBS and SportsLine USA Inc. mutually\nagree pursuant to subparagraph 5.1 hereof should be placed on the CBS\nSportsLine Site (as hereinafter defined), including, but not limited to the\nContent set forth in Exhibit A attached hereto and hereby made a part hereof,\nto the extent CBS already holds Internet rights to such Content. Nothing herein\nshall be construed to grant SportsLine USA, Inc. any rights to CBS Radio\nContent or any Content of CBS Cable;\n\n 1.10 \"CBS Sports Event Broadcast\" shall have the meaning ascribed to\nit in subparagraph 8.2 hereof;\n\n 1.11 \"CBS SportsLine Site\" means the SportsLine USA Inc. Site to be\nrenamed \"CBS SportsLine\" as provided herein, which shall be operated by\nSportsLine USA Inc. and accessible through the URL http:\/\/cbs.sportsline.com\nand \/or such other URL as may be agreed between the parties;\n\n 1.12 \"Common Stock\" shall have the meaning ascribed to it in\nsubparagraph 10.1 hereof;\n\n 1.13 \"Content\" means text, graphics, photographs, video, audio and\/or\nother data or information relating to any subject;\n\n 1.14 \"Content Shares\" shall have the meaning ascribed to it in\nsubparagraph 10.1 hereof;\n\n 1.15 \"Contract Year\" shall have the meaning ascribed to it in\nsubparagraph 3.1 hereof;\n\n 1.16 \"Deficit Ad Amount\" shall have the meaning ascribed to it in\nsubparagraph 10.3\n\n -2-\n\n 3\n\nhereof;\n\n 1.17 \"Effective Date\" shall have the meaning ascribed to it in the\nopening paragraph hereof;\n\n 1.18 \"Intellectual Property Rights\" means all inventions, discoveries,\ntrademarks, patents, trade names, copyrights,jingles, know-how, intellectual\nproperty, software, shop rights, licenses, developments, research data,\ndesigns, technology, trade secrets, test procedures, processes, route lists,\ncomputer programs, computer discs, computer tapes, literature, reports and\nother confidential information, intellectual and similar intangible property\nrights, whether or not patentable or copyrightable (or otherwise subject to\nlegally enforceable restrictions or protections against unauthorized third\nparty usage), and any and all applications for, registrations of and\nextensions, divisions, renewals and reissuance of, any of the foregoing, and\nrights therein, including without limitation (i) rights under any royalty or\nlicensing agreements, and (ii) programming and programming rights\n(including, but not limited to sports material and outtakes), whether on film,\ntape or any other medium, whether completed, in production or otherwise, and\nwhether arising by contract, statute, common law or otherwise;\n\n 1.19 \"Internet\" means a global network of interconnected computer\nnetworks, each using the Transmission Control Protocol\/Internet Protocol and\/or\nsuch other standard network interconnection protocols as may be adopted from\ntime to time, which is used to transmit Content that is directly or indirectly\ndelivered to a computer or other digital electronic device for display to an\nend-user, whether such Content is delivered through on-line browsers, off-line\nbrowsers, or through \"push\" technology, electronic mail, broadband distribution,\nsatellite, wireless or otherwise;\n\n 1.20 \"Internet Site\" means any site or service delivering Content on\nor through the Internet, including, without limitation, any on-line service\nsuch as America Online, Compuserve, Prodigy and the Microsoft Network;\n\n 1.21 \"Internet Advertising Deficit\" shall have the meaning ascribed to\nit in subparagraph 8.8 hereof;\n\n 1.22 \"Net Advertising Revenues\" shall have the meaning ascribed to it\nin subparagraph 8.5 hereof;\n\n 1.23 \"Net Merchandising Revenues\" shall have the meaning ascribed to\nit in subparagraph 8.7 hereof;\n\n 1.24 \"News Reporting\" means the use of Television Related Sports\nContent to report current news events, the use of which is licensed or which\ndoes not require any third party license;\n\n 1.25 \"Other Securities\" shall have the meaning ascribed to it in\nsubparagraph 11.1\n\n\n -3-\n\n\n 4\n\nhereof;\n\n 1.26 \"Other SportsLine Site\" means any Internet Site owned in whole or\nin part and\/or operated by SportsLine USA Inc. other than the CBS SportsLine\nSite or any Third Party Site;\n\n 1.27 \"Signature Event\" shall have the meaning ascribed to it in\nsubparagraph 8.5 hereof;\n\n 1.28 \"SportsLine USA, Inc. Content\" shall have the meaning ascribed to\nit in subparagraph 7.2 hereof;\n\n 1.29 \"SportsLine USA, Inc. Site\" means that certain Internet Site\ncurrently known as \"SportsLine\" and accessible through the URL\n\"http:\/\/www.sportsline.com\"; it being understood that the term \"SportsLine USA\nInc. Site\" shall not include any Third Party Site or Other SportsLine Site;\n\n 1.30 \"Stockholder Agreement\" shall have the meaning ascribed to it in\nparagraph 13 hereof;\n\n 1.31 \"Television Related Sports Content\" consists of video broadcast\non television and other Content which was used in the production and\/or\nbroadcast of video on television;\n\n 1.32 \"Third Party Site\" shall mean any Internet Site developed,\noperated or maintained for a third party by SportsLine USA Inc.;\n\n 1.33 \"United States\" means the United States of America, its\nterritories and possessions, including Puerto Rico;\n\n 1.34 \"Warrant\" shall have the meaning ascribed to it in subparagraph\n10.4 hereof.\n\n2. LICENSES\n\n 2.1 CBS Sports Content License. CBS hereby grants to SportsLine USA\nInc. during the term of this Agreement the exclusive right and license (to the\nextent CBS owns or controls exclusive right or license) to use, copy, publicly\ndisplay, publicly perform, distribute or otherwise make available through the\nCBS SportsLine Site and otherwise through the Internet, the CBS Sports Content,\nsubject to the terms and conditions contained herein. CBS agrees that users of\nthe CBS SportsLine Site may view, access, retrieve, copy and print only for\nnoncommercial private home use any CBS Sports Content distributed hereunder on\nthe CBS SportsLine Site. SportsLine USA, Inc. will present all video CBS Sports\nContent in a streaming format or in another format designed to prevent\nredistribution.\n\n 2.2 CBS Logo License. CBS hereby grants to SportsLine USA Inc. a\nnon-exclusive license to use the CBS Logos during the term of this Agreement in\nconnection with SportsLine\n\n\n -4-\n\n\n 5\n\nUSA Inc.'s operation of the CBS SportsLine Site, subject to the terms and\nconditions contained herein. Nothing in this Agreement grants SportsLine USA\nInc. ownership or other rights in or to the CBS Logos, except in accordance\nwith this license.\n\n 2.3 CBS License Guidelines and Restrictions. SportsLine USA Inc. shall\nuse the licenses granted by CBS hereunder subject to the terms and conditions\nof this Agreement including, without limitation, and any restrictions or\nrequirements set forth in the CBS License Guidelines and Restrictions. It is\nunderstood that the CBS License Guidelines and Restrictions may be revised,\nfrequently during the first three (3) months of the term of this Agreement and\nfrom time to time thereafter, as mutually agreed upon by the parties to\nreflect any changes in the business, practice, procedures or policies of CBS or\nSportsLine USA Inc.\n\n 2.4 License Exemptions. SportsLine USA Inc. acknowledges that:\n\n (i) CBS, in CBS's ordinary and regular course of business,\n has the right to authorize or license the following CBS or CBS\n related entities (herein individually referred to as a \"CBS\n Related Entity\"and collectively referred to as the \"CBS Related\n Entities\") the use of CBS Sports Content on said CBS Related\n Entity's Internet Sites solely for the purpose of (i) the\n advertising, marketing and promoting CBS Sports Event Broadcasts\n to be exhibited on the CBS Related Entity's facilities and to\n advertise, market and promote the CBS Related Entity (\"Promotion\")\n and (ii) News Reporting:\n\n (A) the CBS Television Network (e.g. CBS Entertainment, CBS\n News and CBS Sports) and any CBS owned and operated or affiliated\n standard television station;\n\n (B) CBS Cable (e.g. CBS EYE ON PEOPLE, THE NASHVILLE NETWORK\n (TNN), COUNTRY MUSIC TELEVISION (CMT) and CBS TELENOTICIAS) and\n any CBS non-standard television network or any CBS owned or\n affiliated non-standard television facilities.\n\n (C) the CBS Radio Network and any CBS owned and operated or\n affiliated radio station.\n\n CBS will advise all of said CBS Related Entities that they do not have\n the right to use CBS Sports Content for any purpose other than News\n Reporting and Promotion and that if they want to make a use of the CBS\n Sports Content other than for a News Reporting or Promotion purpose,\n CBS and SportsLine USA, Inc. have agreed, in their agreement\n establishing the CBS SportsLine Site, that the CBS Related Entities\n must negotiate in good faith with CBS SportsLine the terms and\n conditions for such use and that a fee or other form of compensation\n will be due and owing for such use. The CBS Related Entities will also\n be advised that (i) absent reaching an agreement with CBS SportsLine,\n it was agreed that the CBS Related Entities will pay to CBS SportsLine\n fifty percent\n\n\n -5-\n\n\n 6\n\n (50%) of the Net Advertising Revenues generated from the CBS Related\n Entity's web site page containing the CBS Sports Content and (ii) that\n the CBS Related Entity's Internet Site should have a link to the CBS\n SportsLine Site on its home or sports page.\n\n (ii) CBS may license CBS Sports Content to any entity, which is\n not a CBS Related Entity, throughout the world in perpetuity in any\n media now known or hereafter developed, other than the Internet,\n including, without limitation, all forms of standard and non-standard\n television, in connection with home video, CD-ROM and other\n interactive multi-media distribution;\n\n (iii) CBS may use, and authorize others to use CBS Sports Content\n to advertise, market and\/or promote in any media now known or\n hereafter developed, including the Internet, CBS, any CBS Related\n Entities, any programming of CBS and such CBS Related Entities, or any\n distributor of such programming. CBS will use reasonable efforts to\n establish a promotional link from any Internet Site page containing\n the CBS Sports Content to the CBS SportsLine Site.\n\n As used herein \"standard television\" shall mean terrestrial\n over-the-air free television and \"non-standard television\" shall mean\n all forms of television now existing or in the future developed, other\n than standard television, including but not limited to cable\n television, pay-cable television, master antenna television,\n closed-circuit television, in-flight, hotel, motel or hospital room\n service, and multi-point distribution videograms (such as videodiscs\n and videocassettes and other copies of audiovisual work in all forms,\n whether now or hereafter known or developed).\n\n 2.5 Use by CBS SportsLine of CBS Television Station Sports Content. If\nany CBS owned and operated television station creates any Television Related\nSports Content (\"Television Station Sports Content\") that is contained on the\ntelevision station's Internet Site and CBS SportsLine wishes to use the\nTelevision Station Sports Content on the CBS SportsLine Site, CBS SportsLine\nand the CBS Television Station shall negotiate in good faith the terms and\nconditions for the inclusion of the Television Station Sports Content on the\nCBS SportsLine Site. Absent an agreement, and provided there are no third party\nrestrictions with respect to such rights to the contrary, CBS SportsLine will\n(A) pay to the CBS Television Station fifty percent (50%) of the Net\nAdvertising Revenues generated from the CBS SportsLine Site page containing the\nTelevision Station's Sports Content and (B) link to the CBS Television\nStation's Internet Site. With respect to CBS Television Network affiliates,\nSportsLine USA Inc. will need to negotiate separate agreements.\n\n 2.6 Use By CBS Related Entities of Non-CBS Content From The CBS\nSportsLine Site. CBS Related Entities shall have the right to use non-CBS\nContent from the CBS SportsLine Site on their Internet Site; provided that such\nuse does not exceed (i) a headline page, (ii) a sports score page and (iii)\nthree (3) stories or similar items, provided that such Content (A) links to the\nCBS SportsLine Site and (B) the use of such Content does not violate any\nagreements which CBS and\/or SportsLine USA, Inc. have with a third party. CBS\nwill advise all\n\n\n -6-\n\n 7\n\nCBS Related Entities that they do not have the right to use any non-CBS Content\nfrom the CBS SportsLine Site for any purpose other than to publish such Content\non their Internet Site. The CBS Related Entities will also be advised that\nabsent reaching an agreement with CBS SportsLine, it was agreed that the CBS\nRelated Entities will pay to SportsLine USA, Inc. fifty percent (50%) of the\nNet Advertising Reserves generated from the CBS Related Entity's Internet Site\npage containing such non-CBS CBS SportsLine Content and that the CBS Related\nEntity's Internet Site shall have a link to the CBS SportsLine Site on its\nsports page and any page containing such non-CBS Content.\n\n3. TERM\n\n\n 3.1 Initial Term. This Agreement shall begin on the Effective Date and\nshall continue in full force and effect through and including December 31,\n2001, unless it is terminated earlier in accordance with the terms and\nconditions contained herein. Each successive one (1) year period during the\nterm hereof commencing January 1 and ending December 31 shall sometimes be\nreferred to herein as a \"Contract Year,\" except that the first Contract Year\nshall commence on the Effective Date and end on December 31, 1997.\n\n 3.2 Extension of Term. The parties shall negotiate exclusively with\neach other in good faith for a period of six (6) consecutive months (the\n\"Negotiation Period\") with respect to any extension(s) of the term of this\nAgreement at any time after July 1, 2000. The Negotiation Period shall be\ndeemed to commence either (i) upon the date of written notice from one party to\nthe other to initiate such Negotiation Period or (ii) on January 1, 2001,\nwhichever occurs first. At no time prior to or during the Negotiating Period\nshall SportsLine USA, Inc. or CBS discuss, negotiate or enter into any\nagreement with any third party for the comprehensive rights set forth in this\nAgreement. If at the end of the Negotiating Period, CBS and SportsLine USA\nInc. have not reached agreement, CBS shall notify SportsLine USA Inc. in\nwriting of the terms on which it is then willing to extend the term of this\nAgreement (the \"CBS Offer\") and SportsLine USA Inc. shall have a period of\nthirty (30) days in which to accept the CBS Offer. If SportsLine USA Inc. does\nnot accept the CBS Offer, SportsLine USA Inc. shall have the right until\nSeptember 30, 2001 (the \"Offer Deadline\") to enter into any agreement with any\nthird party with respect to the right to use Television Related Sports Content\non any Internet Site after the expiration of this Agreement (a \"Third Party\nOffer\"), provided, however, that SportsLine USA Inc. first in each instance\nfurnish CBS a copy of all of the terms and conditions of such Third Party\nOffer, signed by SportsLine USA Inc. and by the third party making such offer.\nCBS shall only consider the terms and conditions of any Third Party Offer which\nare readily reducible to a determinable sum of money. If prior to the Offer\nDeadline, SportsLine USA, Inc. receives any Third Party Offer which contains\nterms and conditions which do not exceed the CBS Offer by more than ten percent\n(10%), CBS shall have the option, exercisable no later than twenty (20)\nbusiness days after its receipt of notice of such Third Party Offer, to offer\nSportsLine USA, Inc. the same terms and conditions contained in such Third\nPatty Offer. Except as otherwise expressly provided in this Agreement, during\nthe term of this Agreement and for a period of six (6) months thereafter,\nSportsLine USA Inc. shall not use Television Related Sports Content provided by\nany CBS Competitor on any Internet Site or use the logos or tradenames of any\nCBS Competitor to brand\n\n\n\n -7-\n\n\n\n\n 8\n\nany Internet Site, unless SportsLine USA Inc.'s right to use such Television\nRelated Sports Content or such logos or tradenames is derived from (i) the\nacceptance by SportsLine USA Inc. of a Third Party Offer which exceeds the CBS\nOffer by more than ten percent (10%), or (ii) the acceptance by SportsLine USA\nInc. of a Third Party Offer which does not exceed the CBS Offer by more than\nten percent (10%), which Third Party Offer CBS declined to match within twenty\n(20) business days after receiving written notice thereof from SportsLine USA\nInc.\n\n4. EXCLUSIVE RELATIONSHIP\n\n 4.1 Exclusivity Obligations - SportsLine USA Inc. Except as otherwise\nspecified in this Agreement, during the term of this Agreement, without CBS's\nprior written approval:\n\n (i) SportsLine USA Inc. shall not display, perform, distribute,\n transmit or otherwise make available in any media now known or\n hereafter developed, other than through the CBS SportsLine Site, any\n CBS Sports Content, CBS Logos, CBS Merchandise (as defined in\n subparagraph 8.7 hereof) or any portion thereof;\n\n (ii) SportsLine USA Inc. shall not display, perform, distribute,\n transmit or otherwise make available in any media now known or\n hereafter developed, including, without limitation, on the CBS\n SportsLine Site or on any Other SportsLine Site, any non-CBS or\n non-SportsLine USA Inc. Television Related Sports Content; provided,\n however, SportsLine USA Inc. may use such Television Related Sports\n Content (i) in connection with its operation of a Third Party Site,\n (ii) in connection with News Reporting by SportsLine USA Inc. or (iii)\n if furnished to SportsLine USA Inc. under its Golf Channel Agreement\n as currently in effect excluding any renewals unless such renewals are\n mutually agreed to by CBS and SportsLine USA, Inc.; or\n\n (iii) SportsLine USA Inc. shall not advertise, promote or market\n in any media now known or hereafter developed, including the Internet,\n any non-CBS or non-SportsLine USA Inc. Television Related Sports\n Content, except to the extent that CBS would permit such advertising,\n promotion or marketing on the CBS Television Network pursuant to its\n Date & Time Network Guidelines (by way of example, the CBS Date & Time\n Network Guidelines currently permit the advertising of pay-per-view\n events on the CBS Television Network); it is understood that the\n foregoing restrictions and allowances may be revised by CBS to promote\n maximizing advertising revenues for the CBS SportsLine Site in keeping\n with CBS advertising policy; provided, however, SportsLine USA Inc.\n may advertise, promote or market such Television Related Sports\n Content (i) in connection with its operation of a Third Party Site,\n (ii) in connection with News Reporting by SportsLine USA Inc. or (iii)\n if furnished to SportsLine USA Inc. under its Golf Channel Agreement\n as currently in effect excluding any renewals unless such renewals are\n mutually agreed to by CBS and SportsLine USA Inc.\n\n 4.2 Exclusivity Obligations - CBS. Except as otherwise specified in\nthis Agreement, during the term of this Agreement, without SportsLine USA\nInc.'s prior written approval (i) CBS\n\n\n -8-\n\n 9\n\nshall not display, perform, distribute, transmit or otherwise make any\nTelevision Related Sports Content available on any Internet Site, other than on\nthe CBS SportsLine Site, and (ii) CBS shall not own, in whole or in part,\nand\/or operate for or on behalf of CBS Sports an Internet Site competitive to\nthe CBS SportsLine Site.\n\n5. CBS SPORTS CONTENT\n\n 5.1 Clearance - General. Subject to the provisions of subparagraphs\n5.2, 5.3 and 5.4 hereof, SportsLine USA Inc. shall have access to all CBS\nSports Content. CBS shall also attempt in accordance with standard CBS business\npractices, including such editorial and financial considerations, as determined\nby CBS, to obtain Internet rights (other than with respect to on-air sports\ntalent and music) for all other CBS sports-related Content not yet cleared for\nInternet use which CBS and SportsLine USA Inc. mutually desire to place on the\nCBS SportsLine Site. Any such Content once cleared for Internet use shall he\ndeemed CBS Sports Content. Except as provided by subparagraphs 5.2 and 5.3\nhereof, in the event that there are costs associated with obtaining any\nadditional Internet rights (whether for already or subsequently cleared CBS\nSports Content), prior to paying or entering into any arrangements to pay such\ncosts, CBS and SportsLine USA Inc. shall in good faith mutually agree on how\nsuch costs shall he allocated between them.\n\n 5.2 Clearance-Talent. It is understood that CBS shall have no\nobligation to secure the right to perform original services on the Internet\nfrom its on-air sports talent. Without limiting the foregoing, CBS shall permit\nSportsLine USA Inc. to contact all CBS on-air sports talent whose services have\nnot been secured by CBS to perform original services on the Internet.\nSportsLine USA will consult CBS prior to contacting any such talent. CBS shall\nhave the right to be present at all presentations, conferences, discussions,\nnegotiations or other meetings between SportsLine USA Inc. and such CBS talent.\nSportsLine USA Inc. shall have the right to negotiate and enter into any\nagreement with such CBS talent with respect to the use of their original\nservices on the CBS SportsLine Site, so long as such negotiation or agreement\ndoes not infringe upon or conflict or interfere with the rights of CBS or any\nthird party. SportsLine USA Inc. agrees that CBS shall at all times have first\npriority over such talent's services. SportsLine USA Inc. shall be solely\nresponsible for any payments to be made to such talent for the use of such\ntalent's original services on the CBS SportsLine Site.\n\n 5.3 Clearance - Music. In the event that SportsLine USA, Inc. desires\nto use any music contained in any CBS Sports Content on the CBS SportsLine\nSite, prior to such use, SportsLine USA Inc. shall (i) report to the applicable\nmusic rights society on behalf of CBS, all titles and publishers of all such\nmusic and, (ii) secure, at its sole cost and expense, and pay for all\nperforming, duplication and\/or recording rights licenses, if any, necessary for\nthe use of such music on the Internet. CBS shall endeavor to deliver to\nSportsLine USA Inc. accurate music cue sheets for all such music.\n\n 5.4 Delivery. CBS shall deliver, at times reasonably requested by\nSportsLine USA Inc., all CBS Sports Content in a mutually agreed form and\nformat. SportsLine USA Inc. shall\n\n\n -9-\n\n 10\n\nbe responsible for and shall reimburse CBS for all actual and reasonable\ncosts and expenses, above and beyond those expenses normally incurred by CBS in\nthe ordinary course of business, which are incurred by CBS in preparing and\/or\ndelivering the CBS Sports Content in such form and format, so long as CBS has\nnotified SportsLine USA Inc. in advance, and SportsLine USA Inc. has authorized\nthe expenditure, of such costs and expenses.\n\n\n 5.5 Control and Use. During the term of this Agreement, CBS shall have\nfull and complete editorial and creative control and approval over the\npresentation, look and feel of the CBS Sports Content as it appears on the CBS\nSportsLine Site, and SportsLine USA Inc. may use any CBS Sports Content on the\nCBS SportsLine Site, subject to any restrictions or requirements set forth in\nthe CBS License Guidelines and Restrictions. SportsLine USA Inc. shall be\nsolely responsible for the engineering, production, maintenance and monitoring\nof all CBS Sport Content which SportsLine USA Inc. makes available on the CBS\nSportsLine Site and for any commercial services that SportsLine USA Inc. offers\nor makes available on the CBS SportsLine Site on behalf of CBS, including\nwithout limitation any such services that SportsLine USA Inc. offers or makes\navailable pursuant to subparagraph 8.7 hereof. SportsLine USA Inc. shall have\nthe right to edit and revise the CBS Sports Content subject to any restrictions\nor requirements Set forth in the CBS License Guidelines and Restrictions. In\naddition, subject to any restrictions or requirements in the CBS License\nGuidelines and Restrictions, SportsLine USA Inc. shall have the right, but not\nthe obligation, to correct any errors, omissions and\/or inaccuracies in the CBS\nSports Content identified by SportsLine USA Inc. or reported to SportsLine USA\nInc. by CBS SportsLine Site users. Notwithstanding anything to the contrary\ncontained herein, upon written notice from CBS, SportsLine USA Inc. shall cease\nusing any CBS Sports Content (i) which, in CBS's sole opinion, conflicts,\ninterferes with or is detrimental to CBS's reputation or business or (ii) which\nbecomes subject to any third party restriction or claim which would prohibit,\nlimit or restrict the use thereof on the Internet.\n\n6. LOGOS\n\n 6.1 CBS Logos and \"SportsLine\" Logos. CBS shall deliver to SportsLine\nUSA Inc. a copy of each of the CBS Logos in the form in which it may be used by\nSportsLine USA Inc. on the CBS SportsLine Site. SportsLine USA Inc.\nacknowledges that the CBS Logos, including, without limitation, the trademark\n\"CBS,\" are trademarks owned or controlled by CBS Inc. and that all use by\nSportsLine USA Inc. of such CBS Logos shall inure to CBS's benefit. CBS\nacknowledges that the logo \"SportsLine\" is owned or controlled by SportsLine\nUSA Inc. and that all use thereof by CBS shall inure to the benefit of\nSportsLine USA Inc. Each party shall maintain such quality standards with\nrespect to the use of the other's logos, and otherwise use the other's logos\nsubject to any restrictions or requirements in the CBS License Guidelines and\nRestrictions.\n\n 6.2 CBS SportsLine Logo. CBS and SportsLine USA Inc. shall jointly\ndevelop the \"CBS SportsLine\" logo. It is understood that CBS shall have the\nright to use the \"CBS SportsLine\" logo in the exercise of its advertising,\npromotional and marketing rights hereunder and SportsLine USA Inc. shall have\nthe right to use the \"CBS SportsLine\" logo in connection\n\n\n -10-\n\n 11\n\nwith its operation of the CBS SportsLine Site and its advertising, promotion\nand marketing of the CBS SportsLine Site in any media now known or hereafter\ndeveloped. Each party shall maintain such quality standards with respect to the\nuse of the \"CBS SportsLine\" logo, and otherwise use the \"CBS SportsLine\" logo\nsubject to any restrictions or requirements in the CBS License Guidelines and\nRestrictions. Except as otherwise provided by subparagraph 6.1 above, the use\nby SportsLine USA Inc. and CBS of the \"CBS SportsLine\" logo shall inure to the\nbenefit of each of them equally.\n\n 6.3 Use of SportsLine Logo on other Internet Sites. Subject to the\nprovisions of subparagraph 7.5 hereof, CBS acknowledges that SportsLine USA\nInc. may operate any Other SportsLine Site under the SportsLine name or logo\nwhich (i) contains Content that either relates primarily to events occurring\noutside of the United States or is intended to be delivered primarily to\nresidents outside of the United States (a \"Foreign SportsLine Site\") or (ii) is\nmutually agreed to. SportsLine USA Inc. may also use the name \"SportsLine\" in\nconnection with its operation of any Third Party Site but only as a credit to\nidentify SportsLine USA Inc. as the operator of such site; it being understood\nthat no Third Party Site shall use the word \"SportsLine\" as the name or logo of\nsuch site. Notwithstanding anything to the contrary contained herein, unless\notherwise mutually agreed, (i) no Third Party Site shall have the look and feel\nof the CBS SportsLine Site and (ii) no Foreign SportsLine Site will use a\ngraphic look similar to the CBS SportsLine Site.\n\n 6.4 Similar Trademarks. CBS shall not file any application in any\ncountry to register a trademark which contains the word \"SportsLine,\" or is\nthe same as, similar to, or deceptive or misleading with respect to the\n\"SportsLine\" logo, the \"CBS SportsLine\" logo or any other SportsLine USA Inc.\ntrademark and SportsLine USA Inc. shall not file any application in any\ncountry to register a trademark which contains \"CBS,\" or is the same as,\nsimilar to, or deceptive or misleading with respect to the CBS Logos, the \"CBS\nSportsLine\" logo, or any other CBS trademark, except as provided under\nsubparagraph 6.3 above. If any application for registration is filed in any\ncountry by CBS or SportsLine USA Inc. in contravention of this subparagraph\n6.4, the other party shall have the right to take appropriate action against\nthe infringing party, including seeking injunctive relief, to prohibit or\notherwise restrain the infringing party's use of the infringing mark.\n\n 6.5 Notice of Third Party Infringement of Trademarks. In the event\nthat either party learns of any infringement, threatened infringement, or\npassing off of the other's trademarks or logos licensed for used in connection\nwith this Agreement, or that any third party claims or alleges that the such\ntrademarks or logos are liable to cause deception or confusion to the public,\nthen such party shall notify the other party of the particulars thereof. It is\nunderstood that each party shall defend and bear the cost of defending its own\ntrademarks and logos, except that the parties shall jointly defend and share\nequally in the cost of defending the \"CBS SportsLine\" logo.\n\n 6.6 Termination of Use. Upon the expiration or earlier termination of\nthis Agreement, SportsLine USA Inc. and CBS shall each cease all use of the\n\"CBS SportsLine\" logo and all use of the logos of the other, as well as,\ndiscontinue the use of the CBS SportsLine URL,\n\n\n -11-\n\n 12\n\nas soon as commercially and technically practicable, but in no event shall any\nsuch use continue for more than fifteen (15) days after the expiration, or for\nmore than thirty (30) days after the earlier termination, of this Agreement.\n\n7. OPERATION OF CBS SPORTSLINE SITE\n\n 7.1 Renaming of the SportsLine URL. SportsLine USA Inc. shall take all\nsteps necessary (including filing any required domain name registration or\namendment) to adopt a new URL \"http:\/\/cbs.sportsline.com\" for the CBS\nSportsLine Site. The new URL shall access the CBS SportsLine Site during the\nterm of this Agreement.\n\n 7.2 Approval of SportsLine USA Inc. Content. SportsLine USA Inc.\nagrees that all Content not furnished by CBS which SportsLine USA Inc. intends\nto use on the CBS SportsLine Site (\"SportsLine USA Inc. Content\") shall include\nonly sports-related Content. During the term of this Agreement, any use of the\nSportsLine USA Inc. Content on the CBS SportsLine Site shall be subject to any\nrestrictions or requirements set forth in the CBS License Guidelines and\nRestrictions. Notwithstanding anything to the contrary contained herein, CBS\nshall have the right to demand the withdrawal from the CBS SportsLine Site of\nany SportsLine USA Inc. Content which in CBS's sole opinion conflicts,\ninterferes with or is detrimental to CBS's reputation or business. Upon written\nnotice from CBS setting forth the reason for such withdrawal, SportsLine USA\nInc. shall cease using any such Content on the CBS SportsLine Site as soon as\ncommercially and technically feasible, but in any event within fifteen (15)\ndays after the date of the receipt of CBS's notice. If SportsLine USA Inc.\ncannot cease using such Content within seventy-two (72) hours, SportsLine USA\nInc. will provide CBS with the details of why the cessation cannot be\naccomplished within seventy-two (72) hours. Subject to the provisions of\nsubparagraph 7.5 hereof, SportsLine USA Inc. shall have the right to place any\nsuch Content on any other Internet Sites provided that such Internet Site shall\nnot have the look and feel of the CBS SportsLine Site, shall not contain the\nword \"SportsLine\" or \"CBS\" in its name or logo nor have any other name or logo\nsimilar to, or deceptive or misleading with respect thereto (\"private labeled\nContent\"). Notwithstanding the foregoing, and subject to the provisions of\nsubparagraph 7.5 hereof, SportsLine USA Inc. may establish, subject to any\nrestrictions or requirements in the CBS License Guidelines and Restrictions, a\ncross-link between any private labeled Content and any page within the CBS\nSportsLine Site which does not contain any CBS Sports Content, CBS Logos or CBS\nMerchandise (as defined in subparagraph 8.7 hereof). If the removal of any\nContent (other than Content related to gambling, alcohol or tobacco) as a\nresult of a request by CBS can reasonably be expected to result in a material\nadverse effect to the CBS SportsLine Site, which, for purposes of this\nParagraph 7.2 shall mean any effect, such as a loss of existing or potential\nrevenues, of more than (i) during the first ten (10) months of this Agreement\nOne Million Dollars ($1,000,000) and (ii) thereafter, ten percent (10%) of the\nrevenues of SportsLine USA, Inc. during the preceding fiscal year, then\nSportsLine USA, Inc. shall have the right to terminate this Agreement unless\nCBS agrees to compensate SportsLine USA Inc. for the effect of such removal in\na mutually agreed amount.\n\n 7.3 Cross Links between the CBS SportsLine Site and SportsLine USA\nInc. Owned\n\n -12-\n\n 13\n\nor Operated Sites. If SportsLine USA Inc. desires to establish a cross-link\nbetween the CBS SportsLine Site and any Foreign SportsLine Site or Third Party\nSite, SportsLine USA Inc. shall notify CBS in advance in writing. Subject to\nthe provisions of subparagraph 7.5 hereof, CBS shall permit SportsLine USA Inc.\nto establish, subject to any restrictions or requirements in the CBS License\nGuidelines and Restrictions, such cross-linkage if CBS has determined that the\ncross-link will not in CBS's sole opinion, conflict with, interfere with or be\ndetrimental to CBS's reputation or business or violate any agreement to which\nCBS is a party. Notwithstanding anything to the contrary contained herein,\nSportsLine USA Inc. shall not operate any Other SportsLine Site or Third Party\nSite relating to the 1998 Winter Olympics without CBS's prior approval which\nwill not be unreasonably withheld. SportsLine USA Inc. acknowledges that no CBS\nSports Content may he used on any Foreign SportsLine Site or any Third Party\nSite without CBS's prior written approval.\n\n 7.4 Cross Links between the CBS SportsLine Site and CBS Internet\nSites. CBS and SportsLine USA Inc. agree that, subject to any restrictions or\nrequirements in the CBS License Guidelines and Restrictions a link shall be\nestablished to the CBS SportsLine Site and all Internet Sites operated by or on\nbehalf of CBS (a \"CBS Internet Site\") which include any sports Content. This\nprovision excludes CBS Radio Network, CBS Radio Stations and CBS Cable\nentities.\n\n 7.5 Prohibition of Gambling Activities. SportsLine USA Inc. at no time\nshall publicize, advertise, distribute, transmit, promote or otherwise make\navailable information about gambling or lotteries in violation of any federal,\nstate, local or foreign law, regulation, order or act of government or\ngovernmental instrumentality to which either CBS or SportsLine USA Inc. is\nsubject, nor shall SportsLine USA Inc. engage in, aid or abet, any such\ngambling or lottery activity in violation of any federal, state, local or\nforeign law, regulation, order or act of government or governmental\ninstrumentality to which either CBS or SportsLine USA Inc. is subject.\nFurthermore, SportsLine USA Inc. shall not at any time permit or authorize\nany cross-links between the CBS SportsLine Site and any Other SportsLine Site\nor any Third Party Site that publicizes, advertises, distributes, transmits,\npromotes or otherwise makes available information about gambling or lotteries\nin violation of any federal, state, local or foreign law, regulation, order or\nact of government or governmental instrumentality to which either CBS or\nSportsLine USA Inc. is subject.\n\n 7.6 Promotion of CBS SportsLine Site on the Internet. SportsLine USA,\nInc. shall have the right to use the Content from the CBS SportsLine Site to\nadvertise, market or promote the CBS SportsLine Site on other Internet Sites,\nsubject to CBS's approval, which will not be unreasonably withheld.\n\n8. ADVERTISING, PROMOTIONAL AND MERCHANDISING OBLIGATIONS\n\n 8.1 General. During each Contract year during the term hereof, CBS\nshall (i) arrange for the placement of broadcast advertising and promotion of\nthe CBS SportsLine Site in the type of media set forth in the Advertising and\nPromotion placement schedule set forth in Exhibit D\n\n -13-\n\n 14\n\nattached hereto and hereby made a part hereof and (ii) provide such advertising\nand promotion in the minimum amounts specified in Exhibit E attached hereto\nand hereby made a part hereof (the \"Ad Guarantee\"). SportsLine USA Inc. shall\npay for such advertising and promotion provided by CBS in accordance with\nparagraph 10 hereof. The value of all broadcast advertising and promotion\nprovided to SportsLine USA, Inc. shall be based upon the average paid unit\nprice, excluding barter, for spots purchased during the specific CBS Television\nNetwork broadcast in which the advertising or promotion occurs, except as\notherwise specified in Exhibit E. The value of all advertising and promotion\nshall be subject to audit by SportsLine USA Inc. pursuant to paragraph 12\nhereof.\n\n 8.2 Placements During CBS Television Network Broadcasts. Without\nlimiting the generality of subparagraph 8.1 above, at least semi-annually, CBS\nshall, in consultation with SportsLine USA Inc., develop a schedule for the\nplacement of advertising and promotion of the CBS SportsLine Site and\/or the\nURL for the CBS SportsLine Site (an \"ad placement\") occurring in connection\nwith a CBS Sports broadcast of a sports events over the CBS Television Network\nduring the term of this Agreement (a \"CBS Sports Event Broadcast\") or any other\nad placement. Notwithstanding the foregoing, CBS shall not have to make any ad\nplacements if the exigencies of time or, despite CBS's reasonable efforts,\ncurrent or future contractual obligations, prevent or restrict CBS from doing\nso. SportsLine USA Inc. acknowledges that CBS is contractually prohibited from\nmaking any ad placements within the CBS Sports Event Broadcast of the Masters\nGolf Tournament. CBS agrees that a minimum of seventy percent (70%) of the\nvalue of all advertisement and promotion to be paid for by SportsLine USA Inc.\nduring each Contract Year shall be placed during, within and\/or adjacent to CBS\nSports Event Broadcasts. CBS will deliver to SportsLine USA, Inc., within\nthirty (30) days after the end of each Contract Year a statement, certified by\nan officer of CBS, summarizing the value of the ad placements that CBS made for\nthe CBS SportsLine Site during such Contract Year (herein called a \"Report\").\nEach Report will include for each ad placement the time delivered, the average\npaid unit price received by CBS and the total value of the ad placements\nreceived by CBS SportsLine Site for the Contract Year.\n\n 8.3 Other Placements. CBS agrees that, during the term of this\nAgreement, it shall consult with SportsLine USA Inc. and discuss in good faith\nadditional promotional opportunities for the CBS SportsLine Site, including\nwithout limitation the promotion of the CBS SportsLine Site on CBS's owned and\noperated television stations and on the CBS Radio Network as described in\nExhibit D.\n\n 8.4 Internet Advertising - Sales Strategy. CBS and SportsLine USA Inc.\nshall each have the right to sell advertising space on any pages of the CBS\nSportsLine Site. CBS and SportsLine USA Inc. agree that the most critical\nelement necessary to ensure that advertising sales revenues are maximized will\nbe to avoid confusion in the marketplace of corporate and product identity. For\n\"CBS Content Pages\" and Signature Events (as defined herein) CBS shall\ndetermine ad sales strategy, sales call lists and pricing in consultation with\na joint staff designated by CBS and SportsLine USA Inc. to coordinate CBS\nSportsLine Site advertising sales; provided that, unless otherwise agreed by\nSportsLine USA, Inc., CBS shall not set the\n\n\n -14-\n\n\n 15\n\npricing of such advertising at a rate of more than fifteen percent (15%) less\nthan the average rate received from advertisers on the CBS SportsLine Site\nduring the preceding three (3) months. CBS represents that all prior Internet\nadvertising obligations it has for sports-related programming are set forth in\nExhibit K, and shall be honored within the CBS SportsLine Site in a manner\nagreed to by CBS and SportsLine USA Inc. For all other pages of the CBS\nSportsLine Site, SportsLine USA Inc. shall determine ad sales strategy, call\nlists and pricing in consultation with CBS. For purposes of this Agreement \"CBS\nContent Pages\" are pages of the CBS SportsLine Site that include any CBS Sports\nContent and any CBS Merchandise. During the term of this Agreement, SportsLine\nUSA Inc. will give CBS access to all advertising and customer usage research\ngenerated by SportsLine USA Inc.\n\n 8.5 Internet Advertising -Sales Split for CBS Content Pages. CBS\nshall receive sixty percent (60%) and SportsLine USA Inc. shall receive forty\npercent (40%) of the \"Net Advertising Revenues\" (as defined herein) from\nadvertising sold by either party relating to a Signature Event (as defined\nherein). In addition, the parties shall share equally in Net Advertising\nRevenues from advertising sold by either party on CBS Content Pages not\nrelating to a Signature Event For purposes of this Agreement \"Net Advertising\nRevenues\" means the gross U.S. dollar sums actually received from the sale of\nadvertising on the CBS SportsLine Site by SportsLine USA Inc. or CBS, as the\ncase may be, less all third-party payments actually made, including, without\nlimitation, sales representative commissions provided such sales representative\ncommissions do not exceed twenty percent (20%) in each instance. For purposes\nof this Agreement a \"Signature Event\" means each of the sports events set forth\nin Exhibit F attached hereto and hereby made a part hereof so long as CBS\ncontinues to hold the free over-the-air television broadcast rights in the\nUnited States for the CBS Television Network. CBS and SportsLine USA Inc.\nagree that all advertising sales made under this Agreement shall be made in\ncash in U.S. dollars, unless the parties mutually agree in advance to another\nmethod of payment.\n\n 8.6 Internet Advertising - New Events. If CBS acquires the free over\nthe air television broadcast rights in the United States for the CBS Television\nNetwork for any of the events listed in Exhibit L, those events shall be\nSignature Event for so long as CBS continues to hold such rights. If CBS\nacquires the free over the air television broadcast rights in the United States\nfor the CBS Television Network to any regular season NFL or NBA games, CBS and\nSportsLine USA, Inc. shall negotiate in good faith a revenue sharing\narrangement based on the following considerations:\n\n (i) the quality of the package that CBS has acquired;\n\n\n (ii) the history of traffic on the NFL or NBA sections of the CBS\n SportsLine Site prior to the commencement of the broadcast of such\n package;\n\n (iii) the projected traffic of those sections absent such\n broadcast package based on CBS SportsLine's historical performance and\n projected industry trends; and\n\n\n\n\n -15-\n\n\n 16\n\n (iv) CBS's ability to promote the CBS SportsLine Site during such\n broadcast packages.\n\n 8.7 Internet Merchandising. For purposes of this Agreement \"CBS\nMerchandise\" shall mean any CBS merchandise, whether or not related to CBS\nsports programming. CBS and SportsLine USA Inc. agree that any and all CBS\nMerchandise may be offered for sale on CBS Content Pages or on any other\nmerchandising page of the CBS SportsLine Site so long as such Merchandise has\nbeen approved in advance by CBS. CBS and SportsLine USA Inc. shall share\nequally in \"Net Merchandising Revenues\" (as defined herein) derived from the\nsales of CBS Merchandise sold by SportsLine USA, Inc. For purposes of this\nAgreement \"Net Merchandising Revenues\" means the gross U.S. dollar sums\nactually received from the sale of CBS Merchandise (exclusive of VAT, sales\nand similar taxes) less all taxes other than VAT, sales and similar taxes\ninitially excluded, the costs of goods sold, packaging costs, credits, rebates,\ncredit card processing fees, reserves against returns not exceeding twenty\npercent (20%) of gross sales, insurance and shipping charges. CBS and\nSportsLine USA Inc. agree that all CBS Merchandise sales made under this\nAgreement shall be made in U.S. dollars.\n\n 8.8 Internet Advertising Deficits . In the event that either CBS or\nSportsLine USA Inc. is unable to deliver the number of impressions guaranteed\nto any advertiser buying inventory on any CBS Content Page, then the parties\nshall mutually agree to: (i) provide such advertiser with substitute inventory\non another CBS Content Page in the value amount due and owing such advertiser\n(the \"Internet Advertising Deficit\"), in which event the parties shall share in\nNet Advertising Revenues as they would pursuant to subparagraph 8.5 or 8.6\nabove, or (ii) in the event that there is no available inventory on a CBS\nContent Page, SportsLine shall deliver the Internet Advertising Deficit on any\nother page of the CBS SportsLine Site and may keep all of Net Advertising\nRevenues derived therefrom.\n\n 8.9 CBS SportsLine Merchandising. For purposes of this Agreement \"CBS\nSportsLine Merchandise\" shall mean any merchandise, whether or not related to\nCBS Sports Content which contains the CBS SportsLine logo. CBS and SportsLine\nUSA Inc. agree that any and all CBS SportsLine Merchandise may be offered for\nsale, so long as such CBS SportsLine Merchandise has been approved in advance\nby CBS, on CBS Content Pages or on any other merchandising page of the CBS\nSportsLine Site, on any CBS Internet Site, in the CBS Store, catalogues, or any\nother manner or means which CBS uses to merchandise it own CBS Merchandise.\nCBS and SportsLine USA Inc. shall share equally in \"Net Merchandising Revenues\"\n(as defined herein) derived from the sales of CBS SportsLine Merchandise. For\npurposes of this Agreement \"Net Merchandising Revenues\" means the gross U.S.\ndollar sums actually received from the sale of CBS SportsLine Merchandise\n(exclusive of VAT, sales and similar taxes), less all taxes other than VAT,\nsales and similar taxes initially excluded, the costs of goods sold, packaging\ncosts, credits, rebates, credit card processing fees, reserves against\nreturns not exceeding twenty percent (20%) of gross sales, insurance and\nshipping charges. CBS and SportsLine USA Inc. agree that all CBS SportsLine\nMerchandise sales made under this Agreement shall be made in U.S. dollars.\n\n\n\n -16-\n\n 17\n\n9. OTHER OBLIGATIONS\n\n CBS shall use reasonable efforts to secure media credentials for a\nreasonable number of SportsLine USA Inc.'s editorial staff to cover Signature\nEvents. CBS shall also use reasonable efforts to provide SportsLine USA Inc.\nwith a reasonable number of tickets to Signature Events and access to\nhospitality suites therefor. SportsLine USA Inc. acknowledges that for certain\nSignature Events such as the Masters, the 1998 Winter Olympics and the NCAA\nFinal Four, tickets and access may he difficult for CBS to provide. If\nappropriate office space is available, CBS will sub-lease to SportsLine USA\nInc. such office space within its New York, Chicago, San Francisco, Los\nAngeles, and Detroit offices, on terms to be mutually agreed upon the parties\nin good faith. SportsLine USA Inc. shall reimburse CBS for all actual direct\ncosts which CBS incurs in fulfilling its obligations under this paragraph 9,\nprovided that CBS has notified SportsLine USA Inc. in advance of such costs,\nand SportsLine USA Inc. has authorized the expenditure thereof.\n\n10. COMPENSATION\n\n 10.1 Shares for CBS Sports Content and CBS Logos. In consideration of\nthe grant by CBS of the licenses set forth in subparagraphs 2.1 and 2.2 hereof,\non the first business day of each Contract Year during the term hereof,\nSportsLine USA Inc. shall issue to CBS a stock certificate for the number of\nshares of SportsLine USA Inc. common stock, par value $.01 per share (\"Common\nStock\") specified in the Content Contribution schedule set forth in Exhibit G\nattached hereto and hereby made a part hereof (\"Content Shares\"). The Content\nShares shall not be subject to forfeiture except as provided in subparagraph\n19.2 hereof.\n\n 10.2 Shares for CBS's Advertising and Promotion. In consideration of\nCBS providing advertising and promotion during each Contract Year in the\nminimum amount of the Ad Guarantee, on the first business day of each Contract\nYear during the term hereof, SportsLine USA Inc. shall issue to CBS a stock\ncertificate for the number of shares of Common Stock specified in Exhibit E\n(\"Ad Shares\").\n\n 10.3 Advertising and Promotion Deficits. If at the end of any Contract\nYear during the term hereof, CBS has failed to meet its Ad Guarantee for such\nContract Year, CBS shall deliver advertisement and promotion valued at the\nbalance due and owing of such Ad Guarantee (the \"Deficit Ad Amount\") by the end\nof the third month of the subsequent Contract Year (which shall be in addition\nto the Ad Guarantee allocated for such subsequent Contract Year). if the value\nof the advertising and promotion provided by CBS during any Contract Year\n(other than any advertising and promotion provided by CBS pursuant to the\npreceding sentence) is in excess of the Ad Guarantee, SportsLine USA, Inc.\nshall have no obligation to compensate CBS for such excess (whether by issuance\nof additional shares of Common Stock or otherwise).\n\n 10.4 Warrants. On the first business day of each Contract Year during\nthe term hereof, SportsLine USA Inc. shall grant CBS a warrant, in the form set\nforth in Exhibit H attached hereto and hereby made a part hereof (the\n\"Warrant\"), to purchase all or any part of the number\n\n -17-\n\n 18\n\nof shares of Common Stock set forth in Exhibit I attached hereto and hereby\nmade a part hereof at the price specified in Exhibit I. CBS may exercise each\nsuch Warrant at such time or number of times as CBS shall elect; provided, that\neach such Warrant must be exercised by written notice to SportsLine USA Inc. on\nor prior to the last business day of the Contract Year in which it is granted.\n\n11. EQUITY ADJUSTMENTS\n\n 11.1 Securities Issuable to CBS. All amounts payable by SportsLine USA\nInc. to CBS pursuant to Paragraphs 10.1 and 10.2 hereof shall be payable solely\nby the issuance by SportsLine USA Inc. of shares of Common Stock in the\namounts specified in such paragraphs. Notwithstanding the foregoing, the\nnumber and type of securities issuable by SportsLine USA Inc. to CBS pursuant\nto Paragraphs 10.1 and 10.2, and the number and type of securities subject to\nWarrants to be granted by SportsLine USA Inc. to CBS pursuant to Paragraph\n10.4, shall be subject to adjustment as set forth in Paragraphs 11.2 and 11.3.\nThe term \"Other Securities\" shall mean any securities of SportsLine USA Inc.,\nother than Common Stock, that, as a result of any adjustment made pursuant to\nParagraphs 11.2 or 11.3, may hereafter be issuable as Content Shares or Ad\nShares or subject to Warrants granted hereunder. All shares of Common Stock or\nOther Securities issuable by SportsLine USA Inc. hereunder shall, upon such\nissuance, be fully paid and nonassessable.\n\n 11.2 Adjustment for Recapitalization, Etc. If SportsLine USA Inc.\nshall at any time subdivide its outstanding shares of Common Stock (or Other\nSecurities at the time receivable by CBS hereunder as Content Shares or Ad\nShares) by recapitalization, reclassification or split-up thereof, or if\nSportsLine USA Inc. shall declare a stock dividend or distribute shares of\nCommon Stock to its shareholders, the number of shares of Common Stock (or\nOther Securities) issuable after the date of such subdivision to CBS as Content\nShares or Ad Shares pursuant to Paragraphs 10.1 and 10.2, respectively, and the\nnumber of shares of Common Stock (or Other Securities) subject to any Warrants\ngranted after the date of such subdivision to CBS pursuant to Paragraph 10.4.\nshall be proportionately increased and the price per Content Share or Ad Share\nor the exercise price of any such Warrants, as the case may be, shall be\nproportionately decreased; and if SportsLine USA Inc. shall at any time combine\nthe outstanding shares of Common Stock (or Other Securities) by\nrecapitalization, reclassification or combination thereof, the number of shares\nof Common Stock (or Other Securities) issuable after the date of such\ncombination to CBS as Content Shares or Ad Shares pursuant to Paragraphs 10.1\nand 10.2, respectively, and the number of shares of Common Stock (or Other\nSecurities) subject to any Warrant granted after the date of such combination to\nCBS pursuant to Paragraph 10.4, shall be proportionately decreased and the\nprice per Content Share or Ad Share and the exercise price of any such Warrants\nshall be proportionately increased. Any such adjustments pursuant to this\nParagraph 11.2 shall be effective at the close of business on the effective\ndate of such subdivision or combination or, if any adjustment is the result of\na stock dividend or distribution, then the effective date for such adjustment\nshall be the record date therefor.\n\n 11.3. Adjustment for Reorganization, Consolidation, Merger, Etc. In\ncase of any\n\n\n -18-\n\n 19\n\nreorganization of SportsLine USA Inc. (or any other corporation, the securities\nof which arc at the time receivable hereunder as Content Shares or Ad Shares or\nsubject to any Warrants granted hereunder) after the date hereof or in case\nafter the date hereof SportsLine USA Inc. (or any such other corporation) shall\nconsolidate with or merge into another corporation or convey all or\nsubstantially all of its assets to another corporation, then, and in each such\ncase, CBS, at any time after the consummation of such reorganization,\nconsolidation, merger or conveyance, shall be entitled to receive, in lieu of\nthe number of shares of Common Stock (or Other Securities) issuable to CBS as\nContent Shares or Ad Shares prior to such consummation, or subject to Warrants\nthereafter granted, the securities or property to which CBS would have been\nentitled (or which would have been issuable upon exercise of such Warrants)\nafter such consummation if such Content Shares, Ad Shares or Warrants had been\nissued immediately prior thereto).\n\n 11.4 Restricted Securities. CBS understands that the Content\nSecurities, the Ad Securities, the Warrants and the shares of Common Stock\nissuable upon exercise of the Warrants (collectively, the \"Securities\") will be\n\"restricted securities\" under the federal securities laws inasmuch as they are\nbeing acquired from SportsLine USA, Inc. in a transaction not involving a\npublic offering; and that under such laws and applicable regulations, such\nSecurities may be resold without registration under the Securities Act only in\ncertain limited circumstances. CBS agrees that the Securities are being and\nwill be acquired for investment for CBS's own account, and not with a view to\nthe resale or distribution thereof, and that CBS has no present intention of\nselling, granting any participation in, or otherwise distributing the\nSecurities. CBS further agrees not to make any disposition of all or any\nportion of the Securities unless (i) there is then in effect a registration\nstatement under the Securities Act of 1933 covering such proposed disposition\nand such disposition is made in accordance with such registration statement, or\n(ii) CBS shall have furnished SportsLine USA, Inc. with an opinion of counsel,\nreasonably satisfactory to SportsLine USA, Inc., that such disposition will not\nrequire registration under the Securities Act. Each certificate representing\nthe Securities shall be stamped or otherwise imprinted with a legend\nsubstantially in the following form:\n\n THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF\n 1933 (THE \"SECURITIES ACT\") OR UNDER APPLICABLE STATE SECURITIES LAWS\n AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS\n REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE\n SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH\n REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN\n OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CONFIRMING\n THE AVAILABILITY OF SUCH EXEMPTION.\n\nIn addition to the foregoing, during each Contract Year, the Content Shares and\nAd Shares issued to CBS on the first day of such Contract Year shall not, until\nthe first business day of the subsequent Contract Year, be transferred, sold or\notherwise disposed of by CBS, except as may be permitted by Paragraph 20.1\nhereof. To enforce the foregoing covenant, SportsLine USA, Inc. shall have\nright to place the following restrictive legend on the certificates\nrepresenting the\n\n\n -19-\n\n 20\n\nSecurities and to refuse to transfer and\/or impose Stop transfer instructions\nwith respect to the Securities during any period that the foregoing\nrestrictions remain in effect:\n\n THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE SOLD,\n TRANSFERRED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR AFTER\n THE DATE OF ISSUANCE.\n\n12. AUDITS\n\n During the term of this Agreement and for a period of two (2) years\nthereafter, each party shall keep and maintain accurate books and records\nrelating to this Agreement. CBS will furnish to SportsLine USA, Inc. a certified\nstatement of an officer of CBS stating that the Reports furnished to SportsLine\nUSA Inc. are complete and are based upon and accurately reflect all relevant\nfacts, figures, records and information. Upon request, SportsLine USA Inc. or\nits agent(s) may inspect, audit and analyze copies of those records of CBS\nrelating to this Agreement certified by an officer of CBS as being the only\nrecords relevant to the purpose of SportsLine USA Inc.'s audit. Upon request,\nCBS or its agent(s) may inspect, audit and analyze copies of those records of\nSportsLine USA Inc. relating to this Agreement certified by an officer of\nSportsLine USA Inc. as being the only records relevant to the purpose of CBS's\naudit. Any such audit by a party (the \"auditing party\") shall be conducted at\nthe auditing party's own cost and expense, during normal business hours at the\nregular place of business of the other party (the \"audited party\") upon at least\nten (10) days prior written notice. Each party may exercise its right to audit\nhereunder no more than once per year, unless a material discrepancy (i.e. a\ndiscrepancy in excess of Ten Thousand Dollars ($10,000) or ten percent (10%) was\ndiscovered in an audit. In such cases, the auditing party may audit every six\n(6) months until the results of the audit show that a material discrepancy no\nlonger exists. All underpayments shall be promptly remitted to the auditing\nparty. No payments rendered under this Agreement shall be subject to audit more\nthan two (2) years from the date of its presentation. Neither party shall\nexercise its audit rights unless it has a reasonable basis to believe the\ninformation provided by the other party is inaccurate.\n\n13. STOCKHOLDER AGREEMENT\n\n SportsLine USA Inc. and CBS hereby agree that simultaneously with the\nexecution of this Agreement, the parties shall execute the \"CBS\/SportsLine\nStockholder Agreement\" attached hereto as Exhibit J and hereby made a part\nhereof (the \"Stockholder Agreement\"). It is understood that the stock\nprovisions of this Agreement shall be subject to the CBS Stockholder Agreement.\n\n14. PUBLICITY\n\n Upon execution of this Agreement, the parties will cooperate in\npreparing a press release announcing the relationship between them. Each party\nconsents to the other party's use of its name in describing their relationship\nin such press release. It is understood that no press release\n\n\n -20-\n\n 21\n\nshall be released without the consent of both parties, which shall not be\nunreasonably withheld. The selection of a public relations agency for CBS\nSportsLine Site will be made jointly by the parties with neither party\nunreasonably withholding its approval. CBS shall approve the overall public\nrelations strategy of the CBS SportsLine Site.\n\n15. CONFIDENTIALITY\n\n 15.1 Confidential Information. For purposes of this Agreement,\nConfidential Information means; (i) business or technical information of\neither party, including but not limited to any information relating to either\nparty's product plans, designs, costs, product prices and names, finances,\nmarketing plans, business opportunities, personnel, research, development or\nknow-how; (ii) any written information designated by either party as\nconfidential or proprietary or, if orally disclosed, reduced to writing by the\ndisclosing party within thirty (30) days of such disclosure; (iii) all\nmaterials furnished by one party in connection with any audit conducted\nhereunder; and (iv) the terms and conditions of this Agreement.\n\n 15.2 Exclusions. Confidential Information will not include: (i)\ninformation that is or becomes generally known or available by publication,\ncommercial use or otherwise through no fault or breach of this Agreement by the\nreceiving party; (ii) information that is rightfully in the receiving party's\npossession prior to first receiving it from the disclosing party; (iii)\ninformation that is lawfully received by the receiving party from a third\nparty, without restriction on disclosure and without breach of a nondisclosure\nobligation; or (iv) information that the receiving party, can prove with\nwritten evidence is independently developed by the receiving party, without use\nof or access to Confidential Information of the disclosing party.\n\n 15.3 Obligations. Each party shall not use the other party's\nConfidential Information, except as expressly permitted under this Agreement\nand will not disclose such Confidential Information to any third party, except\nto its employees and consultants with a need to know for such party's\nperformance of this Agreement (and only subject to binding use and disclosure\nrestrictions at least as protective as those set forth herein executed in\nwriting by such employees or consultants). However, each party may disclose\nConfidential Information of the other party: (i) pursuant to an order or\nrequirement, to which it is subject, of a court, administrative agency or other\ngovernmental body, provided that such party gives reasonable notice to the\nother party to contest such order or requirement; (ii) on a confidential basis\nto legal and financial advisors; provided, however, that prior to such\ndisclosure, the party disclosing the Confidential information shall use its\nbest efforts to secure an agreement from the third party receiving the\nConfidential Information to keep such information confidential; and (iii) as\nrequired by any law, rule, or regulation, to which it is subject.\n\n16. OWNERSHIP\n\n 16.1 CBS Ownership. Subject to the terms and conditions of this\nAgreement, as between CBS and SportsLine USA Inc., CBS presently owns and shall\ncontinue to own all right, title, and interest throughout the world in any and\nall media now known and hereafter developed,\n\n\n\n -21-\n\n 22\n\nto the CBS Sports Content, the CBS Logos, the CBS Merchandise and all\nIntellectual Property Rights therein (excluding the joint CBS SportsLine logo).\n\n 16.2 SportsLine USA Inc. Ownership. Subject to the terms and\nconditions of this Agreement, as between SportsLine USA Inc. and CBS,\nSportsLine USA Inc. presently owns the SportsLine Site and, upon such site\nbecoming the CBS SportsLine Site, shall continue to own, all right, title, and\ninterest throughout the world in any and all media now known and hereafter\ndeveloped, to such site (including, without limitation, the \"SportsLine\" logo\nand the SportsLine USA Inc. Content) and all Intellectual Property Rights\ntherein (excluding the CBS Sports Content, the CBS Logos, the joint CBS\nSportsLine logo, the CBS Merchandise and all Intellectual Property Rights\ntherein).\n\n 16.3 Copyright Notices. SportsLine USA Inc. shall place a notice of\ncopyright on each CBS Content Page in accordance with the CBS Licence\nGuidelines and Restrictions. No CBS Content Page, upon which a notice of\ncopyright is placed pursuant to the preceding sentence, shall contain any other\ncopyright notice whatsoever except as provided in the CBS License Guidelines\nand Restrictions. SportsLine USA Inc. shall cooperate fully with CBS in\nconnection with CBS's obtaining appropriate copyright protection in the name of\nCBS for any CBS Content Page. SportsLine USA Inc. acknowledges and agrees that\nall copyrights and rights of copyright referred to in subparagraph 16.3 in the\nname of and\/or owned by CBS shall be and remain the sole and complete property\nof CBS; that all such copyrights and rights of copyright in the name of and\/or\nowned by any copyright proprietor other than CBS or SportsLine USA Inc. shall\nbe and remain the sole and complete property of such copyright proprietor; that\nSportsLine USA Inc. shall not at any time acquire or claim any right, title or\ninterest of any nature whatsoever in any such copyright by virtue of this\nAgreement or of SportsLine USA Inc.'s uses thereof in connection with CBS\nSports Content, CBS Logos, CBS Merchandise or any Intellectual Property Rights\ntherein; and that any right, title or interest in or relating to any such\ncopyright which comes into existence as a result of, or during the term of, the\nexercise by SportsLine USA Inc. of any right granted to it hereunder shall\nimmediately vest in CBS.\n\n 16.4 Further Action. Each party agrees to take all action and\ncooperate as is necessary, at the other party's request and expense, to protect\nthe other's respective rights, titles, and interests specified in this\nparagraph 16, and further agrees to execute any documents that might be\nnecessary to perfect each party's ownership of such rights, titles and\ninterests.\n\n17. REPRESENTATIONS AND WARRANTIES\n\n 17.1 CBS General Representations and Warranties. CBS represents and\nwarrants to SportsLine USA Inc. that:\n\n (i) it has full corporate power and authority to enter into this\n Agreement;\n\n (ii) the execution, delivery and performance of this Agreement\n have been duly authorized by CBS, and this Agreement constitutes the\n valid and binding obligation of\n\n\n -22-\n\n 23\n\n CBS enforceable against CBS in accordance with its terms, except as\n limited by applicable bankruptcy, insolvency, reorganization,\n moratorium and other similar laws of general application affecting\n enforcement of creditors' rights generally, and as limited by laws\n relating to the availability of specific performance, injunctive\n relief and other equitable remedies.;\n\n (iii) it has sufficient right arid authority to grant to\n SportsLine USA Inc. all licenses and rights granted by CBS\n hereunder;\n\n (iv) it owns or controls all right, title, and interest in the CBS\n Sports Content, the CBS Logos, the CBS Merchandise and all\n Intellectual Property Rights therein, (subject to the qualifications\n set forth in this Agreement) necessary to carry out its obligation\n hereunder and to grant and assign the rights and license granted to\n SportsLine USA Inc. herein\n\n (v) the use as specified in this Agreement of the CBS Sports\n Content, the CBS Logos and the CBS Merchandise, shall not infringe or\n otherwise violate any rights of any third party; and\n\n (vi) CBS is and shall be at the time of each issuance of Content\n Shares, Ad Shares or Warranties hereunder an accredited investor as\n defined in Regulation D under the Securities Act of 1933, as amended.\n\n 17.2 SportsLine USA Inc. General Representations and Warranties.\nSportsLine USA Inc. represents and warrants to CBS that, as of the Effective\nDate (and as to Subclause (v), at the time of each issuance of Content Share,\nAd Shares and Warrants):\n\n (i) SportsLine USA Inc. is a corporation duly incorporated,\n validly existing and in good standing under the laws of the State of\n Delaware. SportsLine USA Inc. (A) has full corporate power and\n authority to own, lease and operate its properties and assets and to\n conduct and carry on its business as it is now being conducted and\n operated and as proposed to be conducted and operated; (B)is duly\n qualified to do business and is in good standing, and is duly\n licensed, authorized or qualified to transact or conduct business, in\n each jurisdiction in which it is required to be so licensed,\n authorized or qualified; and (C) has all governmental licenses,\n certifications, permits, approvals and other authorizations necessary\n to own its properties and assets and carry on its business as it is\n presently being conducted and proposed to be conducted.\n\n (ii) SportsLine USA Inc. has full power and authority to execute\n and deliver this Agreement and to execute and deliver the Stockholder\n Agreement, and consummate the transactions contemplated by this\n Agreement and the Stockholder Agreement, and to issue (or reserve for\n issuance), sell and deliver the Common Stock being delivered hereunder\n and the Common Stock issuable upon exercise of the CBS Warrants (the\n \"Warrant Shares\"). Upon execution of this Agreement and the\n Stockholder Agreement\n\n\n -23-\n\n 24\n\n by SportsLine USA Inc., each of this Agreement and the Stockholder\n Agreement shall have been duly and validly executed and delivered by\n SportsLine USA Inc., and constitute the legal, valid and binding\n obligation of SportsLine USA Inc., enforceable in accordance with its\n terms, except as limited by applicable bankruptcy, insolvency,\n reorganization, moratorium and other similar laws of general\n application affecting enforcement of creditors' rights generally, and\n as limited by laws relating to the availability of specific\n performance, injunctive relief and other equitable remedies.\n\n (iii) As of the Effective Date and prior to the issuance of the\n Content Shares, Ad Shares and Warrants issuable hereunder on such\n date, (A) the authorized and issued and outstanding capital stock of\n SportsLine USA Inc. is as follows: fifty million (50,000,000) shares\n of Common Stock, of which six million five hundred thousand\n (6,500,000) shares are outstanding; three million (3,000,000) shares\n of Series A Preferred Stock, all of which are outstanding, six million\n one hundred sixty-two thousand seven hundred seventy-six (6,162,776)\n shares of Series B Preferred Stock, all of which are outstanding;\n and five million three hundred thirty-three thousand three hundred\n thirty-three (5,333,333) shares of Series C Preferred Stock, all of\n which are outstanding and (B) all of the issued and outstanding\n capital stock of SportsLine USA Inc. has been duly authorized, validly\n issued, fully paid, nonassessable and issued in compliance with\n applicable state and federal securities laws. Other than that certain\n Amended and Restated Voting Agreement dated as of September 25, 1996\n and that certain Amended and Restated Investors' Rights Agreement\n dated as of September 25, 1996, there are no outstanding or existing\n (A) proxies, voting trusts, shareholder agreements or other rights,\n understanding or arrangements regarding the voting or disposition of\n the capital stock of SportsLine USA Inc.; (B) securities convertible\n into or exchangeable for capital stock of SportsLine USA Inc.; (C)\n obligations, options, warrants or other rights of any kind or\n character to acquire, purchase or subscribe for capital stock of\n SportsLine USA Inc. or securities convertible into or exchangeable for\n capital stock of SportsLine USA Inc., except for outstanding options\n and warrants to purchase an aggregate of six million eight hundred\n sixty-one thousand nine hundred sixty-five (6,861,965) shares of\n Common Stock; or (D) agreements, arrangements or understandings of any\n kind relating to the authorization, issuance or sale of capital stock\n of SportsLine USA Inc. or securities convertible into or exchangeable\n for capital stock of SportsLine USA Inc., except for SportsLine USA,\n Inc.'s agreements with International Merchandising Corporation and\n Sports Placement Services, each of which provides for the issuance of\n warrants under certain circumstances.\n\n (iv) The execution, delivery and performance of this Agreement and\n the Stockholder Agreement by SportsLine USA Inc. does not and will not\n (A) conflict with or violate any provision of SportsLine USA Inc.'s\n Certificate of Incorporation or Bylaws, each as amended to date; (B)\n violate or breach any provision of, or result, through the mere\n passage of time, in a violation of, or result in the termination or\n acceleration of, or entitle any party to terminate or accelerate\n (whether after the giving of notice or lapse of time or both), any\n obligation under, be in conflict with or constitute or result in a\n default\n\n\n -24-\n\n 25\n\n (or an event which, with notice or lapse of time or both, would\n constitute such a default) under, or result in the imposition of any\n lien upon or the creation of a security interest in, the stock or any\n assets, business or properties of SportsLine USA Inc. pursuant to, any\n note, bond, mortgage, indenture, deed, license, franchise, permit,\n lease, contract, agreement or other instrument, commitment or\n obligation to which SportsLine USA Inc. is a party or by which\n SportsLine USA Inc. or any of its assets is bound or subject, or\n violate or conflict with any other material restriction of any kind or\n character to which SportsLine USA Inc., or any of its properties or\n assets, is subject; (C) violate any order, writ, injunction, decree,\n judgment or ruling of any court or governmental authority to which\n SportsLine USA Inc. is a party or it or its property is bound; or (D)\n violate any statute, law, rule or regulation applicable to SportsLine\n USA Inc.\n\n\n (v) CBS shall acquire from SportsLine USA Inc. good title to the\n Common Stock purchased under this Agreement, free and clear of any\n and all liens, claims, charges, encumbrances or other security\n interests (collectively, \"Security Interests\"), other than such\n Security Interests as may arise out of acts or claims against CBS.\n The Common Stock, when issued, sold and delivered in accordance with\n the terms of this Agreement for the consideration provided for herein,\n will be duly and validly issued, fully paid and nonassessable and will\n be free of restrictions on transfer other than restrictions on\n transfer under this Agreement, the Stockholder Agreement and\n applicable securities laws. The Warrant Shares have been duly and\n validly reserved for issuance and, upon issuance in accordance with\n the terms of the Warrants, as the case may be, will be duly and\n validly issued, fully paid and nonassessable and will be free of\n restrictions on transfer other than restrictions on transfer under\n this Agreement, the Stockholder Agreement and applicable securities\n laws, free and clear of any and all Security Interests, other than\n such Security Interests as may arise out of acts or claims against\n CBS. The offer, sale and issuance of the Common Stock and (assuming no\n change in applicable law and no unlawful distribution of the Common\n Stock by CBS or other parties), the Warrant Shares will be exempt from\n the registration and prospectus delivery requirements of the\n Securities Act of 1933, as amended (the \"Securities Act\") by virtue of\n the exemption afforded by Section 4(2) of the Securities Act (provided\n that with respect to the Warrant Shares, no commission or other\n remuneration is paid or given, directly or indirectly, for soliciting\n the exercise of the Warrants, as applicable).\n\n (vi) No consent, approval, order or authorization of, or\n registration, qualification, designation, declaration or filing with,\n any federal, state or local governmental authority on the part of\n SportsLine USA Inc. is required in connection with the execution and\n delivery by SportsLine USA Inc. of this Agreement or the Stockholder\n Agreement (including the issuance of the Common Stock), except for\n such filings under the Securities Act and the regulations thereunder\n and all other applicable securities laws as may be required in\n connection with the transactions contemplated by this Agreement and\n the Stockholder Agreement and such consents or filings which the\n failure to obtain or file would not, individually or in the aggregate,\n have a Material Adverse Effect (as defined in subclause (xxvii)(A)\n hereof). All such filings will be made within the time\n\n\n -25-\n\n 26\n\n prescribed by law.\n\n (vii) There is no action, suit, proceeding, claim, arbitration or\n investigation (\"Action\") pending (or, to the best of SportsLine USA\n Inc.'s knowledge, currently threatened) against SportsLine USA Inc.,\n its activities, properties or assets or, to the best of SportsLine USA\n Inc.'s knowledge, against any officer, director or employee of\n SportsLine USA Inc. in connection with such officer's, director's or\n employee's relationship with, or actions taken on behalf of,\n SportsLine USA Inc. SportsLine USA Inc. is not a parry to or subject\n to the provisions of any order, writ, injunction, judgment or decree\n of any court or government agency or instrumentality, and there is no\n Action by SportsLine USA Inc. currently pending or which SportsLine\n USA Inc. intends to initiate.\n\n (viii) SportsLine USA Inc. has full title to and ownership of, or\n is duly licensed under or otherwise authorized to use, all\n Intellectual Property Rights necessary to enable it to carry on its\n business as now conducted and as proposed to be conducted without, to\n SportsLine USA Inc.'s knowledge, any conflict with or infringement of\n any rights of others.\n\n (ix) SportsLine USA Inc. has not received any communications\n alleging that SportsLine USA Inc. has infringed or, by conducting its\n business as proposed, would infringe any of the Intellectual Property\n Rights of any other person or entity. To SportsLine USA Inc.'s best\n knowledge, none of SportsLine USA Inc.'s employees is obligated under\n any contract (including licenses, covenants or commitments of any\n nature) or other agreement, or subject to any judgment, decree or\n order of any court or administrative agency, that would interfere\n with the use of his or her best efforts to promote the interests of\n SportsLine USA Inc. or that would conflict with SportsLine USA Inc.'s\n business as proposed to be conducted. Neither the execution nor\n delivery of this Agreement or the Stockholder Agreement, nor the\n carrying on of SportsLine USA Inc.'s business by the employees of\n SportsLine USA Inc., nor the conduct of SportsLine USA Inc.'s business\n by the employees of SportsLine USA Inc., nor the conduct of SportsLine\n USA Inc.'s business as proposed, will, to SportsLine USA Inc.'s\n knowledge, conflict with or result in a breach of the terms,\n conditions or provisions of, or constitute a default under, any\n contract, covenant or instrument under which any of such employees is\n now obligated. SportsLine USA Inc. does not believe it is or will be\n necessary to utilize any inventions, trade secrets or proprietary\n information of any of its employees (or people it currently intends to\n hire) made or developed prior to their employment by SportsLine USA\n Inc., other than inventions, trade secrets or proprietary information\n which have been assigned to SportsLine USA Inc.\n\n (x) SportsLine USA Inc. is not in violation or default of any\n provisions of its Certificate of Incorporation or Bylaws, and to\n SportsLine USA Inc.'s best knowledge, except for any violations that\n individually or in the aggregate would not have a Material Adverse\n Effect (as defined in subclause (xxvii)(A) hereof, SportsLine USA Inc.\n is in compliance with all applicable statutes, laws, regulations and\n executive orders of the\n\n\n -26-\n\n 27\n\n United States of America and all states, foreign countries or other\n governmental bodies and agencies having jurisdiction over SportsLine\n USA Inc.'s business or properties, and (B)is in compliance with all\n contracts and agreements to which it is a party.\n\n (xi) SportsLine USA Inc. has not granted or agreed to grant to any\n person or entity any rights (including piggyback registration rights)\n to have any securities of SportsLine USA Inc. registered with the\n United States Securities and Exchange Commission (\"SEC\") or any other\n governmental authority, except as set forth in (i) that certain\n Amended and Restated Investors' Rights Agreement dated as of September\n 25, 1996, (ii) the CBS\/SportsLine Stockholder Agreement and (iii) in\n SportsLine USA, Inc.'s agreements with International Merchandising\n Corporation and certain athletes.\n\n (xii) The audited Balance Sheet of SportsLine USA Inc. as of\n December 31, 1996 reflects all of the personal property used by\n SportsLine USA Inc. in its business or otherwise held by SportsLine USA\n Inc., except for (A) property acquired or disposed of in the ordinary\n course of business since the date of such audited Balance Sheet, and\n (B) property not required under generally accepted accounting\n principles to be reflected thereon. Except as reflected in the audited\n Balance Sheet as of December 31, 1996 or the notes thereto, the\n properties and assets SportsLine USA Inc. owns are owned by SportsLine\n USA Inc. free and clear of all mortgages, deeds of trust, liens,\n encumbrances and security interests except for statutory liens for the\n payment of current taxes that are not yet delinquent and liens,\n encumbrances and security interests which arise in the ordinary course\n of business and which do not affect material properties and assets of\n SportsLine USA Inc. With respect to the property and assets it leases,\n SportsLine USA Inc. is in material compliance with such leases and\n holds valid leasehold interests free of any liens, claims or\n encumbrances.\n\n (xiii) SportsLine USA Inc. does not have any Employee Pension\n Benefit Plan as defined in Section 3 of the Employee Retirement Income\n Security Act of 1974, as amended.\n\n (xiv) SportsLine USA Inc. has delivered to CBS its audited\n financial statements (balance sheet and profit and loss statement,\n statement of stockholders' equity and statement of cash flows,\n including notes thereto) at December 31, 1996 for the year then ended\n (the \"Financial Statements\"). The Financial Statements have been\n prepared in accordance with generally accepted accounting principals\n applied on a consistent basis throughout the periods indicated and\n with each other, except that unaudited Financial Statements may not\n contain all footnotes or year-end audit adjustments required by\n generally accepted accounting principles (which year-end audit\n adjustments are not expected to have a material effect on the\n unaudited Financial Statements). The Financial Statements fairly\n present the financial condition and operating results of SportsLine\n USA Inc. as of the dates, and for the periods, indicated therein.\n Except as set forth in the December 31, 1996 audited Balance Sheet,\n SportsLine USA Inc. has no material liabilities, contingent or\n otherwise, other than (A) liabilities incurred in the ordinary\n\n\n -27-\n\n 28\n\n course of business subsequent to December 31, 1996 and (B) obligations\n under contracts and commitments incurred in the ordinary course of\n business and not required under generally accepted accounting\n principles to be reflected in the Financial Statements. Except as\n disclosed in the Financial Statements, SportsLine USA Inc. is not a\n guarantor or guarantor or indemnitor of any other person, firm or\n corporation. SportsLine USA Inc. maintains and will continue to\n maintain a standard system of accounting established and administered\n in accordance with generally accepted accounting principles.\n\n (xv) SportsLine USA Inc. is not bound by or subject to any written\n or oral, express or implied, contract, commitment or arrangement with\n any labor union, and to SportsLine USA Inc.'s knowledge, no labor\n union has requested, sought or attempted to represent any employees,\n representatives or agents of SportsLine USA Inc. There is no strike\n or other labor dispute involving SportsLine USA Inc. pending nor, to\n SportsLine USA Inc.'s best knowledge, threatened, nor is SportsLine\n USA Inc. aware of any labor organization activity involving its\n employees. SportsLine USA Inc. is not aware that any officer or key\n employee, or that any group of key employees, intends to terminate\n their employment with SportsLine USA Inc., and SportsLine USA Inc.\n does not have a present intention to terminate the employment of any\n of the foregoing. The employment of each officer and employee of\n SportsLine USA Inc. is terminable at the will of SportsLine USA Inc.\n To SportsLine USA Inc.'s best knowledge, SportsLine USA Inc. has\n complied in all material respects with all applicable state and\n federal equal employment opportunity and other laws related to\n employment.\n\n (xvi) Since its inception SportsLine USA Inc. has not been a\n \"United States real property holding corporation\", as defined in\n Section 897(c)(2) of the U.S. Internal Revenue Code of 1986, as\n amended, and in Section 1.897-2(b) of the Treasury Regulations issued\n thereunder.\n\n (xvii) SportsLine USA Inc. does not presently own or control,\n directly or indirectly, any interest in any other corporation,\n association, or other business entity, other than an interest in\n Web-on-Site and in entities for Foreign SportsLine Sites. SportsLine\n USA Inc. is not a participant in any joint venture, partnership, or\n similar arrangement.\n\n (xviii) SportsLine USA Inc. has not (A) declared or paid any\n dividends or authorized or made any distribution upon or with respect\n to any class or series of its capital stock, (B) incurred any\n indebtedness for money borrowed or, except as contemplated by this\n Agreement, any other liabilities individually in excess of $500,000\n or, in the case of indebtedness and\/or liabilities individually less\n than $500,000, in excess of $5,000,000 in the aggregate, (C) made any\n loans or advances to any person, other than ordinary advances for\n travel expenses, or (D) sold, exchanged or otherwise disposed of any\n of its assets or rights, other than the sale of its inventory in the\n ordinary course of business.\n\n\n -28-\n\n 29\n\n (xix) For the purposes of subsections (xx) above, all\n indebtedness, liabilities, agreements, understandings, instruments,\n contracts and proposed transactions involving the same person or\n entity (including persons or entities SportsLine USA Inc. has reason\n to believe are affiliated therewith) shall be aggregated for the\n purpose of meeting the individual minimum dollar amounts of such\n subsections.\n\n (xx) SportsLine USA Inc. is not a party to and is not bound by any\n contract, agreement or instrument, or subject to any restriction under\n its Certificate of Incorporation or Bylaws, that adversely affects its\n business as now conducted or as proposed to be conducted, its\n properties or its financial condition.\n\n (xxi) Except as disclosed to the Board of Directors of SportsLine\n USA Inc., SportsLine USA Inc. has not engaged in the last three (3)\n months in any discussion (A) with any representative of any\n corporation or corporations regarding the consolidation or merger of\n SportsLine USA Inc. with or into any such corporations or\n corporations, with any corporation, partnership, association or other\n business entity or any individual regarding the sale, conveyance or\n disposition of all or substantially all of the assets of SportsLine\n USA Inc. or a transaction or series of related transactions in which\n more than fifty percent (50%) of the voting power of SportsLine USA\n Inc. is disposed of, or (B) regarding any other form of acquisition,\n liquidation, dissolution or winding up of SportsLine USA Inc.\n\n (xxii) No officer, or director of SportsLine USA Inc. or member of\n his or her immediate family is indebted to SportsLine USA Inc., nor is\n SportsLine USA Inc. indebted (or committed to make loans or extend or\n guarantee credit) to any of them, other than for travel advances in\n the ordinary course of business. To the best of SportsLine USA Inc.'s\n knowledge, none of such persons has any direct or indirect ownership\n interest in any firm or corporation with which SportsLine USA Inc. is\n affiliated or with which SportsLine USA Inc. has a business\n relationship, or any firm or corporation that competes with SportsLine\n USA Inc., except that employees, officers, or directors of SportsLine\n USA Inc. and members of their immediate family may own stock in\n publicly traded companies that may compete with SportsLine USA Inc. No\n member of the immediate family of any officer or director of\n SportsLine USA Inc. is directly or indirectly interested in any\n material contract with SportsLine USA Inc.\n\n (xxiii) SportsLine USA Inc. has all franchises, permits, licenses,\n and any similar authority necessary for the conduct of its business as\n now being conducted by it, the lack of which could have a Material\n Adverse Effect (as defined in subclause (xxvii)(A) hereof), and\n SportsLine USA Inc. believes it can obtain, without undue burden or\n expense, any similar authorization to conduct its business as proposed\n to be conducted. SportsLine USA Inc. is not in default in any material\n respect under any of such franchises, permits, licenses, or other\n similar authority.\n\n (xxiv) To SportsLine USA Inc.'s best knowledge, SportsLine USA\n Inc. is not in\n\n\n -29-\n\n 30\n\n violation of any applicable statute, law or regulation relating to the\n environment or occupational health and safety, and to SportsLine USA\n Inc.'s best knowledge, no material expenditures are or will be\n required in order to comply with any such existing statute, law or\n regulation.\n\n (xxv) SportsLine USA Inc. has fully provided CBS with all the\n information that CBS has requested for deciding whether to enter into\n this Agreement and the Stockholder Agreement. Neither this Agreement,\n the Stockholder Agreement, nor any other statements or certificates\n made or delivered in connection herewith or therewith, when read in\n their entirety and in light of the circumstances in which such\n statements were made, contains any untrue statement of a material fact\n or omits to state a material fact necessary to make the statements\n herein or therein not misleading.\n\n (xxvi) SportsLine USA Inc. has timely filed all Tax Returns\n required by applicable law to be filed. All Tax Returns of SportsLine\n USA Inc. are true, complete and correct in all material respects.\n SportsLine USA Inc. has paid all Taxes, except those, which are\n currently being contested by it in good faith in the Financial\n Statements in accordance with generally accepted accounting procedure\n and for which adequate reserves have been made. The provision for\n taxes of SportsLine USA Inc. as shown in the Financial Statements is\n adequate for taxes due or accrued as of the date thereof. SportsLine\n USA Inc. has not elected pursuant to the Internal Revenue Code of\n 1986, as amended (the \"Code\"), to be treated as a Subchapter S\n corporation or a collapsible corporation pursuant to Section 1362(a)\n or Section 341(f) of the Code respectively, nor has it made any other\n elections pursuant to the Code (other than elections that relate\n solely to methods of accounting, depreciation or amortization) that\n would have a Material Adverse Effect (as defined in subclause\n (xxvii)(A) hereof). No deficiency or adjustment for any Taxes has been\n threatened, proposed, asserted or assessed against the SportsLine USA\n Inc. There are no liens for Taxes upon the assets of SportsLine USA\n Inc., except liens for current Taxes not yet due. No Tax Returns of\n SportsLine USA Inc. have been examined by any Taxing Authority and it\n has not been notified by any such Tax Authority that such Tax\n Authority intends to audit such Returns. SportsLine USA Inc. has not\n given or been requested to give any waiver of statutes of limitations\n relating to the payment of Taxes. SportsLine USA Inc. is not a party\n to, bound by, or has any obligation with respect to Taxes under any\n tax sharing, cost sharing or similar agreement or policy. SportsLine\n USA Inc. has not entered into agreements that would result in the\n disallowance of any Tax deductions pursuant to Section 280G of the\n Code. Since the date of the Financial Statements, SportsLine USA Inc.\n has made adequate provisions on its books of account in accordance\n with generally accepted accounting procedures for all Taxes with\n respect to its business, properties and operations for such period.\n SportsLine USA Inc. has withheld or collected from each payment made\n to each of its employees, the amount of all Taxes (including, but not\n limited to, federal income tax, Federal Insurance Contribution Act\n taxes and Federal Unemployment Tax Act taxes) required to be withheld\n or collected therefrom, and has paid the same to the proper tax\n receiving officers or authorized depositories. \"Tax or Taxes\" shall\n mean all federal, state, local and\n\n\n -30-\n\n 31\n\n foreign taxes and other assessments of a similar nature (whether\n imposed directly or through withholding), including any interest,\n additions to tax, or penalties applicable thereto. \"Tax Returns\" shall\n mean all federal, state, local and foreign tax returns, declarations,\n statements, reports, schedules, forms and information returns, and any\n amended Tax Return relating to Taxes. \"Taxing Authority\" shall mean\n the Internal Revenue Service and any other domestic or foreign\n governmental authority responsible for the administration of any\n Taxes.\n\n (xxvii) Since January 31, 1997 there has not been:\n\n (A) any change in the business, operations, assets,\n liabilities, financial condition or operating results of\n SportsLine USA Inc. from that reflected in the audited Financial\n Statements, which had a material adverse effect on the business\n (as such business is presently conducted and as it is proposed to\n be conducted), finances, properties or prospects of SportsLine USA\n Inc. (a \"Material Adverse Effect\");\n\n (B) any damage, destruction or loss, whether or not covered\n by insurance to or of the assets of SportsLine USA Inc. which\n would have a Material Adverse Effect;\n\n (C) any waiver by SportsLine USA Inc. of a valuable right or\n of a material debt owed to it;\n\n (D) any satisfaction or discharge of any lien, claim or\n encumbrance or payment of any obligation by SportsLine USA Inc.,\n except in the ordinary course of business and which would not have\n a Material Adverse Effect;\n\n (E) any material change or amendment to a material contract\n or arrangement by which SportsLine USA Inc. or any of its assets\n or properties is bound or subject;\n\n (F) any material change in any compensation arrangement or\n agreement with any employee of or consultant to SportsLine USA\n Inc.;\n\n (G) any sale, assignment or transfer of any patent,\n trademarks, copyrights, trade secrets, proprietary software or\n other intangible assets, other than licenses thereof in the\n ordinary course of business;\n\n (H) any resignation or termination of employment of any key\n officer of SportsLine USA Inc.;\n\n (I) any mortgage, pledge, transfer of a security interest in\n or other encumbrance of SportsLine USA Inc.'s material\n properties or assets, except liens\n\n\n -31-\n\n 32\n\n for current taxes not yet due or payable;\n\n (J) any direct or Indirect loans or guarantees made by\n SportsLine USA Inc. to or for the benefit of its shareholders,\n employees, officers, directors or consultants, or any members of\n their immediate families, other than travel advances and other\n advances made in the ordinary course of its business;\n\n (K) any declaration, setting aside or payment of any dividend\n or other distribution in respect of any of SportsLine USA Inc.'s\n capital stock, or any direct or indirect redemption, purchase or\n other acquisition of any of such stock by SportsLine USA Inc.;\n\n (L) to the best of SportsLine USA Inc.'s knowledge, any\n other event or condition of any character that, individually or in\n the aggregate, could reasonably be expected to have a Material\n Adverse Effect;\n\n (M) any disposal of, or agreement to dispose of, any asset or\n property, tangible or intangible, except in the ordinary course of\n business and which has not had a Material Adverse Effect, and in\n each case for a consideration at least equal to the fair market\n value of such asset or property, nor any lease or license to\n others, or agreement to lease or license, any property or asset,\n except in the ordinary course of business and which has not had a\n Material Adverse Effect;\n\n (N) any purchase or agreement to purchase or otherwise\n acquire any debt or equity securities of any corporation,\n partnership, joint venture, firm or other entity;\n\n (O) any material expenditure or commitment for the purchase,\n acquisition, construction or improvement of a capital asset;\n\n (P) any material change in, or agreement to change\n materially, any employee profit sharing, stock option, stock\n purchase, pension, bonus, incentive, retirement, medical\n reimbursement, life insurance, deferred compensation or any other\n employee benefit plan or arrangement;\n\n (Q) any material change in the contingent obligations of\n SportsLine USA Inc. by way of guaranty, endorsement, indemnity,\n warranty or otherwise; or\n\n (R) any agreement or commitment by SportsLine USA Inc. to do\n any of the things described in this Subsection (xxvii) hereof.\n\n (xxviii) SportsLine USA Inc. has in full force and effect fire and\n casualty insurance policies, with extended coverage, sufficient in\n amount (subject to reasonable deductibles) to allow it to replace any\n of its tangible properties that might be damaged or\n\n\n -32-\n\n 33\n\n destroyed.\n\n 17.2A SportsLine USA, Inc. further warrants and represents that at all\ntimes during the term of this Agreement:\n\n (i) it shall, maintain insurance on its business operations and\n property in such amounts as are necessary to insure against risks\n usually insured against by persons operating similar businesses or\n properties by insurers of recognized responsibility;\n\n (ii) it has sufficient right and authority to grant to CBS all\n licenses and rights granted by SportsLine USA Inc. hereunder;\n\n (iii) it owns or controls all right, title, and interest in and to\n the SportsLine USA Inc. Site, and all Intellectual Property Rights\n therein, including, without limitation, the logo \"SportsLine\"\n necessary to carry out its obligation hereunder and to grant and\n assign the rights and licenses granted to CBS herein;\n\n (iv) the CBS SportsLine Site, including the logo \"SportsLine\"\n shall not, infringe or otherwise violate any rights of any third\n party;\n\n (v) it shall obtain all necessary authorization, releases,\n consents, clearances and licenses to use any SportsLine USA Inc.\n Content and all Intellectual Property Rights therein, on the CBS\n SportsLine Site, and to otherwise operate the CBS SportsLine Site as\n provided in this Agreement; and\n\n (vi) it shall indemnify its directors, including any CBS\n designees, and its officers to the fullest extent permitted under\n Section 145 of the General Corporation law of the State of Delaware.\n\n 17.3 No Other Warranties. THE WARRANTIES SET FORTH IN THIS SECTION 17\nARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY EACH PARTY HEREUNDER AND ARE IN\nLIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT\nLIMITED) TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A\nPARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.\n\n 17.4 The warranties and representations of the parties made pursuant\nto paragraph 17 of this Agreement shall survive any investigation made by\neither party and shall survive the execution and delivery of this Agreement.\n\n18. INDEMNIFICATION\n\n Each party (the \"Indemnifying Party\") shall indemnify, hold harmless\nand defend the other party (collectively, the \"Indemnified Party\") from and\nagainst any loss, cost, liability or\n\n\n -33-\n\n 34\n\nexpense (including court costs and reasonable attorneys' fees) arising out of or\nresulting from any breach by the Indemnifying Party of any representation,\nwarranty, covenant or agreement contained herein, including, without\nlimitation, any breach of any warranty concerning the \"SportsLine\" logo or the\nCBS Logos set forth in paragraph 17 hereof. In the event of any such claim, the\nIndemnified Party shall: (i) promptly, but in any no later than twenty (20)\ndays after receiving such claim, notify the Indemnifying Party of the claim;\n(ii) allow the Indemnifying Party to direct the defense and settlement of such\nclaim with counsel of the Indemnifying Party's choosing; and (iii) provide the\nIndemnifying Party, at the Indemnifying Party's expense, with information and\nassistance that is reasonably necessary for the defense and settlement of the\nclaim. The indemnified Party reserves the right to retain counsel, at the\nIndemnified Party's sole expense, to participate in the defense of any such\nclaim. The Indemnifying Party shall not settle any such claim or alleged claim\nwithout first obtaining the Indemnified Party's prior written consent, which\nconsent shall not be unreasonably withheld, if the terms of such settlement\nwould adversely affect the Indemnified Party's rights under this Agreement or\notherwise. If the Indemnifying Party assumes the defense and settlement of the\nclaim as set forth above, then the Indemnifying Party's only obligation is to\nsatisfy the claim, judgment or approved settlement.\n\n19. TERMINATION\n\n 19.1 Termination. CBS shall have the right to terminate this\nAgreement upon the acquisition of forty (40) percent or more of the voting\npower of the outstanding equity securities of SportsLine USA Inc. by a CBS\nCompetitor. SportsLine USA, Inc. shall have the right to terminate this\nAgreement as set forth in paragraph 7.2. In addition, either party shall have\nthe right to terminate this Agreement if:\n\n (i) the other party breaches any material term or condition of\n this Agreement that is capable of being cured and fails to cure such\n breach within thirty (30) days after written notice from the\n non-breaching party; provided, however, that the non-breaching party\n shall extend the deadline for curing any breach appropriately if it is\n capable of being cured but not reasonably within thirty (30) days;\n\n (ii) the other party becomes insolvent or unable to pay its debts\n as they mature or makes an assignment for the benefit of its\n creditors;\n\n (iii) the other party is the subject of a voluntary petition in\n bankruptcy or any voluntary proceeding relating to insolvency,\n receivership, liquidation, or composition for the benefit of\n creditors, if such petition or proceeding is not dismissed within\n sixty (60) days of filing;\n\n (iv) the other party becomes the subject of any involuntary\n petition in bankruptcy or any involuntary proceeding relating to\n insolvency, receivership, liquidation, or composition for the benefit\n of creditors, if such petition or proceeding is not dismissed within\n sixty (60) days of filing; or\n\n\n\n -34-\n\n 35\n\n (v) the other party is liquidated or dissolved.\n\n 19.2 Effect of Termination.\n\n Upon any termination of this Agreement:\n\n (i) SportsLine USA Inc. shall remove the CBS Sports Content, CBS\n Logos and CBS Merchandise from the CBS SportsLine Site as soon as\n commercially and technically practicable, given customary Internet\n business practices, but in no event shall any such material remain on\n the CBS SportsLine Site more than thirty (30) days after CBS's notice\n of termination;\n\n (ii) each party shall immediately return to the other party all\n Confidential Information of the other party in its possession or\n control, and shall provide the other party with an officer's written\n certification as to the return of such Confidential Information;\n\n (iii) CBS shall return to SportsLine USA Inc. for cancellation the\n stock certificate(s) representing all Content Shares issued to CBS\n during the Contract Year in which the Agreement is terminated. Upon\n such cancellation, SportsLine USA Inc. shall reissue to CBS a new\n stock certificate for that number of Content Shares equal to the\n product of (i) the original number of Content Shares issued in such\n Contract Year times (ii) a fraction, the numerator of which is the\n number of whole months elapsed during such Contract Year and the\n denominator which is twelve (12) (ten (10) in the case of the first\n Contract Year).\n\n (iv) if any Deficit Ad Amount for a Contract Year exists at the\n time of the Agreement's termination, CBS shall return to SportsLine USA\n Inc. for cancellation the stock certificate(s) representing all Ad\n Shares issued to CBS during the Contract Year in which the Agreement\n is terminated. Upon such cancellation, SportsLine USA Inc. shall\n reissue to CBS a new stock certificate representing the original\n number of Ad Shares issued in such Contract Year less the number of Ad\n Shares represented by the Deficit Ad Amount for such Contract Year.\n\n 19.3 Non-exclusive Remedy. Except as expressly set forth in this\nAgreement, the exercise by either party of any remedy under this Agreement\nshall be without prejudice to its other remedies under this Agreement or\notherwise.\n\n 19.4 Survival. The rights and obligations of the parties under\nparagraphs 12, 15, 16, 17, 18, 19.2, 19.3 and 20 shall survive any termination\nof this Agreement.\n\n20. GENERAL\n\n 20.1 Assignment. Neither party may assign this Agreement in whole or\nin part without\n\n -35-\n\n 36\n\nthe other party's prior written consent. Any attempt to assign this Agreement\nwithout such consent shall be void and of no effect ab initio. Notwithstanding\nthe foregoing, CBS may have the right to assign this Agreement to any entity\ncontrolling, controlled by or under common control with, CBS, or to any\nentity that acquires CBS by purchase of stock or by merger or otherwise, or by\nobtaining substantially all of CBS's assets (a \"CBS Assignee\"), provided that\nany such CBS Assignee, or any division thereof, thereafter performs the \nsame functions as CBS Sports performed prior to the date of such assignment and\nsucceeds to all of the rights and is subject to all of the obligations of CBS\nunder this Agreement.\n\n 20.2 Governing Law. This Agreement shall be governed by and construed\nin accordance with the laws of the State of New York, without regard to or\napplication of conflicts of-law rules or principles.\n\n 20.3 Jurisdiction; Venue; Bench Trial. Each party irrevocably submits\nto the non-exclusive jurisdiction of the United States District Court for the\nSouthern District of New York for the purposes of any suit, action or other\nproceeding arising out of this Agreement or any transaction contemplated\nhereby. Each party further agrees that service of any process, summons,\nnotice or document by U.S. registered mail to such party's respective address\nset forth above will be effective service of process for any action, suit or\nproceeding in New York with respect to any matters to which it has submitted to\njurisdiction as set forth above in the immediately preceding sentence. Each\nparty irrevocable and unconditionally waives any objection to the laying of\nvenue of any action, suit or proceeding arising out of this Agreement or the\ntransaction contemplated hereby in the United States District Court for the\nSouthern District of New York, and hereby further irrevocably and\nunconditionally waives and agrees not to plead or claim in any such court that\nany such action, suit or proceeding brought in any such court has been brought\nin an inconvenient forum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,\nEACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT\n(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN\nANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION\nARISING OUT OF OR BASED UPON THIS AGREEMENT, ANY RELATED AGREEMENT OR THE\nSUBJECT MATTER HEREOF IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR\nWHETHER IN CONTRACT, IN TORT OR OTHERWISE.\n\n 20.4 Compliance with Laws. Each party shall comply in all material\nrespects with all laws and regulations applicable to its activities under this\nAgreement.\n\n 20.5 Severability. If any provision of this Agreement is found invalid\nor unenforceable, that provision shall be enforced to the maximum extent\npermissible, and the other provisions of this Agreement shall remain in force.\n\n 20.6 Notices. All notices under this Agreement shall be deemed given\nwhen delivered personally, sent by confirmed facsimile transmission, or sent by\ncertified or registered U.S. mail or nationally-recognized express courier,\nreturn receipt requested, to the address shown above or\n\n\n -36-\n\n 37\n\nas may otherwise be specified by either party to the other in accordance with\nthis subparagraph. Either party may change its address for notices under this\nAgreement by giving written notice to the other party by the means specified in\nthis subparagraph:\n\nTo SportsLine USA Inc.: To CBS:\n\nSportsLine USA Inc. CBS Sports\n6340 NW 5th Way 51 West 52nd Street\nFt. Lauderdale, FL 33309 New York, NY 10019\nAttention: President Attention: President\nPhone: 954-351-2120 Phone: 212-975-4321\nFax: 954-351-9175 Fax: 212-975-7292\n Copy to: General Counsel\n CBS Inc.\n 51 West 52nd Street\n New York, NY 10019\n\n 20.7 Independent Contractors. The parties to this Agreement are\nindependent contractors. There is no relationship of partnership, joint\nventure, employment, franchise, or agency between the parties. Neither party\nshall have the power to bind the other or incur obligations on the other's\nbehalf without the other's prior written consent.\n\n 20.8 Waiver. No failure of either party to exercise or enforce any of\nits rights under this Agreement shall act as a waiver of such right.\n\n 20.9 Entire Agreement. This Agreement and its Exhibits (all of which\nare incorporated herein by reference) are the complete and exclusive agreement\nbetween the parties with respect to the subject matter hereof, superseding and\nreplacing any and all prior or contemporaneous agreements, communications, and\nunderstandings (both written and oral) regarding such subject matter. This\nAgreement may only be modified, or rights under it waived, by a written\ndocument executed by both parties.\n\n 20.10 Attorneys Fees. The prevailing party in any action to enforce\nthis Agreement (including the Stockholder Agreement) shall be entitled to\nrecover reasonable costs and expenses including, without limitation, reasonable\nattorneys' fees.\n\n 20.11 Counterparts. This Agreement may be executed in counterpart,\neach of which shall be deemed an original, but both of which together shall\nconstitute one and the same instrument.\n\n\n\n\n\n -37-\n\n 38\n\n IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted by their duly authorized representatives as of the Effective Date.\n\nSPORTSLINE USA, INC. CBS INC.\n\nBy: \/s\/ MICHAEL LEVY By: \/s\/ FREDERIC G. REYNOLDS\n\nName:_________________________ Name:___________________________\n\nTitle:________________________ Title:__________________________\n\n\n -38-\n\n 39\n\n TABLE OF EXHIBITS\n\nExhibit A -- CBS Sports Content\n\nExhibit B -- CBS Logos\n\nExhibit C - CBS License Guidelines and Restrictions\n\nExhibit D -- Advertising and Promotion-Placements\n\nExhibit E -- Ad Guarantees and Shares\n\nExhibit F -- Signature Events\n\nExhibit G -- Content Shares\n\nExhibit H -- Form of Warrant\n\nExhibit I -- Warrant Shares\n\nExhibit J -- Stockholder Agreement\n\nExhibit K -- CBS Sports Internet Commitments\n\nExhibit L -- New Signature Events\n\n\n -39-\n\n 40\n\n\n EXHIBIT A\n\n CBS SPORTS CONTENT\n\nCBS SPORTS PROGRAM SCHEDULES\n\nCBS SPORTS PRESS RELEASES\n\nCBS SPORTS ON-AIR PROMOTION (VIDEO :10; :20; :30)\n\nCBS SPORTS PRODUCTION RESEARCH MATERIALS DOCUMENTS SUPPLIED ON-\nAIR TALENT AND PRODUCERS, DIRECTORS\n\nCBS SPORTS PROGRAM MATERIALS (VIDEO)\n\n A. FEATURE PROGRAMMING PRODUCED FOR HALF TIME AND PREGAME SHOWS.\n\n B. VIGNETTES (E.G., GOLF TIPS, GOLF RULES).\n\n C. ORIGINAL MATERIAL PRODUCED AT SIGNATURE EVENTS DAYS PRIOR TO AIR\n (SUBJECT TO THE PRESSURES OF EVENT PRODUCTION AND DISTRIBUTION).\n\n D. REPLAYS FROM EVENTS THAT CBS SPORTS CONTROLS \"INTERNET\" RIGHTS TO\n\n E. CBS SPORTS IDEAS FOR ORIGINAL \"INTERNET\" ACTIVITIES THAT DEVELOP\n FROM TIME TO TIME.\n\n\n\n\n\n -40-\n\n 41\n\n\n EXHIBIT B\n\n CBS LOGOS\n\n\n\n [LOGO]\n\n\n [LOGO]\n\n\n [LOGO]\n\n\n [LOGO]\n\n\n\n\n\n -41-\n\n 42\n\n EXHIBIT C\n\n CBS LICENSE GUIDELINES AND RESTRICTIONS\n\n\n1. GENERAL\n\n 1. Subject to the terms of the Transition Period (as hereinafter\n defined), all information currently included within the \"Odds and\n Analysis\" section of the SportsLine USA, Inc. Site shall not be\n included within the CBS SportsLine Site and may be private\n labeled; provided, that the CBS SportsLine Site may include\n information commonly published in daily newspapers in the United\n States, subject to paragraph 7.5 of the Agreement.\n\n a) The home page of the CBS SportsLine Site shall not have an\n \"Odds and Analysis\" button or other references to gambling.\n\n b) The odds section of the CBS SportsLine Site shall not\n display the word \"odds\" in its main headings or otherwise in\n a prominent manner and shall be referred to as \"The Daily\n Line\" or such other title as may be mutually agreed.\n\n c) Leading up to and during the NCAA basketball tournaments and\n the Masters Golf Tournament, the CBS SportsLine Site home\n page will prominently feature a graphic link to the CBS\n SportsLine Site coverage of that event. The section(s) of\n the CBS SportsLine Site containing such coverage will be\n devoid of references to odds or gambling.\n\n d) There shall be no direct cross-links between the \"Daily\n Line\" section and coverage on the CBS SportsLine Site of\n amateur or collegiate events. Any other cross-links with\n the \"Daily Line\" section shall be subject to restrictions\n imposed by right holders.\n\n e) The CBS SportsLine Site shall not include advertising from\n casinos, sports books or other gambling enterprises, nor\n shall it \"courtesy\" any enterprise or individual for having\n supplied information to the CBS SportsLine Site.\n\n f) Analysis of sports events shall not be presented within the\n \"Daily Line\" section.\n\n g) Odds information shall not be presented in the scoreboard\n section of the CBS SportsLine Site.\n\n h) During the one-month period following the Effective Date, or\n such longer period as may be mutually agreed, (the\n \"Transition Period\"), the CBS SportsLine Site may include\n links to the Content private labeled pursuant to paragraph\n 1, above; provided, however, prior to the conclusion of the\n NCAA Mens Basketball Tournament, SportsLine USA, Inc. shall\n not display any advertisements from any casinos,\n sportsbooks, or other\n\n\n\n -42-\n\n 43\n\n gambling related enterprises.\n\n 2. The CBS SportsLine Site shall not include Content that: (i) is\n sexually explicit, (ii) contains profanity, (iii) is slanderous\n or libelous or (iv) that denigrates a particular group based on\n gender, race, creed, religion, sexual preference or handicap. The\n parties acknowledge that SportsLine USA Inc. may not be able to\n prevent such content from appearing on the CBS SportsLine Site\n due to the actions of non-employees, although SportsLine USA,\n Inc. shall take such reasonable steps to prevent such action by\n non-employees as may be prudent under the circumstances.\n\n 3. Each page of the CBS SportsLine Site containing any CBS Sports\n Content, CBS Logos or CBS Merchandise shall have the same look\n and feel of CBS Sports as CBS Sports shall from time to time\n adopt.\n\nII. CBS SPORTS CONTENT\n\n 1. Each party shall notify the other of all errors, omissions,\n and\/or inaccuracies in the CBS Sports Content within forty-eight\n (48) hours after it becomes aware thereof.\n\n 2. If SportsLine USA, Inc. provides such notice, it shall specify to\n CBS what action, if any, it has taken to correct the error,\n omission and\/or inaccuracy.\n\n 3. If CBS provides such a notice, or receives such notice, it may\n specify the action to be taken by SportsLine USA Inc. to correct\n the error, omission and\/or inaccuracy or resubmit such content.\n\n 4. All CBS Sports Content shall be subject to restrictions and\n instructions disclosed by CBS at any time.\n\nIII. LOGOS\n\n 1. SportsLine USA Inc. shall place a trademark notice to be\n furnished by CBS on all items or materials utilizing CBS Logos.\n CBS shall provide SportsLine USA, Inc. with the manner, style and\n placement of such notice, which shall be incorporated into this\n Section.\n\nIV. PRIVATE LABELING AND CROSS-LINKS\n\n 1. Subsequent to the Transition Period, SportsLine USA, Inc. shall\n not establish any links from the CBS SportsLine Site to any\n private labeled gambling content.\n\n 2. Subsequent to the Transition Period, SportsLine USA Inc. shall\n not conduct any cross promotions between the CBS SportsLine Site\n and any Internet Site to which any gambling content has been\n private labeled.\n\n\n -43-\n\n 44\n\nV. OWNERSHIP\n\n 1. SportsLine USA Inc. shall place an appropriate copyright notice\n to be furnished by CBS on all pages of the CBS SportsLine Site.\n\n 2. SportsLine USA Inc. and CBS shall mutually develop the procedures\n for placing any third party copyright notice on any CBS Content\n Page.\n\n\n\n\n\n -44-\n\n\n 45\n\n EXHIBIT D\n\n\n ADVERTISING AND PROMOTION - PLACEMENTS\n\n\nPLACEMENT OBLIGATIONS\n\n- CBS will be responsible for the placement of all advertising and promotion\n of the CBS SportsLine Site\n\nPLACEMENT POSSIBILITIES\n\n- CBS Television Network Sports programming\n\n- Other CBS Television Network programming, e.g. Evening News, Primetime,\n Daytime, Late Night\n\n\n- Other CBS television programming, e.g. Syndication, CBS EYE ON PEOPLE\n\n- CBS Owned and Operated Television Stations programming, e.g. sport segments\n of local news, local avails\n\n- CBS Owned and Operated Radio Stations programming, e.g. local news, music,\n sports\n\n- Banner Advertising on CBS Internet Sites\n\nPLACEMENT TYPES\n\n- 30 second units where available\n\n- 15 second units where available\n\n- 10 second units where available\n\n- URL Scrolls\n\n- On-air mention\n\n- Banner ads\n\n- Credit rolls\/sign-offs\n\n\n -45-\n\n 46\n\n EXHIBIT E\n\n\n AD GUARANTEES AND SHARES\n\n\n\n\nSportsLine USA Inc. will pay CBS for the use of CBS advertising and promotion\ntime pursuant to the following schedule:\n\n\n<\/pre>\n
\n\n TOTAL SHARES OF
\nYEAR(1) AMOUNT(2) CONVERSION PRICE COMMON STOCK
\n——————————————————————————————<\/p>\n
\n
\n
\n
\nFirst Contract Year $7 million $4.12 1,699,860
\nSecond Contract Year $11 million(3) $6.39 1,722,293
\nThird Contract Year $11 million $8.52 1,291,720
\nFourth Contract Year $14 million $10.65 1,315,194
\nFifth Contract Year $14 million $12.77 1,095,933
\n——————————————————————————————
\nTOTAL $57 MILLION $8\/SHARE 7,125,000<\/p>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
————–<\/p>\n
(1) Each payment shall be made on the first business day of each
\n Contract Year commencing in 1997.<\/p>\n
(2) Placement costs:<\/p>\n
– Regular time units priced at average unit cost for time period<\/p>\n
– URL Scroll, banner ads, priced at 10 second unit<\/p>\n
– Credit rolls and signoffs priced at five (5) second unit<\/p>\n
– On-air mention at 15 second unit<\/p>\n
(3) Includes Winter Olympics in 1998<\/p>\n
-46-<\/p>\n
47<\/p>\n
EXHIBIT F<\/p>\n
SIGNATURE EVENTS<\/p>\n
o The 1998 Winter Olympics<\/p>\n
o 1997 – 2000 NCAA Basketball
\n Final Four Tournament<\/p>\n
o 1997 – 1998 PGA Golf Championship and all
\n PGA Tour events<\/p>\n
o 1997 – 1998 The Masters Golf Tournament<\/p>\n
o 1997 – 2001 Daytona 500<\/p>\n
o 1997 – 2000 U.S. Open Tennis<\/p>\n
-47-<\/p>\n
48<\/p>\n
EXHIBIT G<\/p>\n
CONTENT SHARES<\/p>\n
\n\n CONTENT CONVERSION SHARES OF
\nDATE* PAYMENT PRICE COMMON STOCK
\n—————————————————————————<\/p>\n
\n
\n
\n
\nFirst Contract Year $1 million $4.12 180,823
\nSecond Contract Year $1 million $6.39 117,213
\nThird Contract Year $1 million $8.52 105,750
\nFourth Contract Year $1 million $10.65 103,754
\nFifth Contract Year $1 million $12.77 117,460
\n—————————————————————————
\nTOTAL $5 MILLION $8\/SHARE 625,000<\/p>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
* Each payment shall be made on the first business day of each Contract Year
\n commencing in 1997.<\/p>\n
-48-<\/p>\n
49<\/p>\n
EXHIBIT H<\/p>\n
FORM OF WARRANT<\/p>\n
-49-<\/p>\n
50
\n 000,000 WARRANTS<\/p>\n
THESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THESE
\nWARRANTS (THE “WARRANT SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
\nACT OF 1933 (THE “SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS.
\nTHE WARRANT SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
\nREGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
\nPURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE
\nSELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE
\nCOMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE
\nAWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
\nINVESTMENT FOR AN INDEFINITE PERIOD OF TIME.<\/p>\n
[INSERT DATE BEGINNING OF CONTRACT YEAR]<\/p>\n
SPORTSLINE USA, INC.<\/p>\n
Warrants for the Purchase of Shares of Common Stock<\/p>\n
FOR VALUE RECEIVED, SPORTSLINE USA, INC., a Delaware corporation
\n(“SportsLine” or the “Company”), hereby certifies that CBS INC (the “Holder”)
\nis entitled, subject to the provisions contained herein, to purchase from the
\nCompany 000,000 fully paid and non-assessable shares of Common Stock (as
\ndefined below), subject to adjustment as provided herein, at an exercise price
\nper share of Common Stock (the “Exercise Price”) of $[INSERT EXERCISE PRICE].<\/p>\n
The term “Common Stock” means the Common Stock, par value $.01 per
\nshare, of the Company as constituted on the date hereof. The number of shares
\nof Common Stock to be received upon the exercise of these Warrants may be
\nadjusted from time to time as hereinafter set forth. The shares of Common Stock
\ndeliverable upon such exercise, and as adjusted from time to time, are
\nhereinafter referred to as “Warrant Stock.” The term “Other Securities” means
\nany other securities that may be issued by the Company in addition to, or in
\nsubstitution for, the Warrant Stock.<\/p>\n
References herein to the “Company” are to (i) SportsLine and any
\nsuccessor thereto, (ii) any successor corporation resulting from the merger or
\nconsolidation of SportsLine, or any successor thereto, with another corporation
\nor (ii) any corporation to which SportsLine, or any successor thereto, has
\ntransferred its property or assets as an entirety or substantially as an
\nentirety.<\/p>\n
Upon receipt by the Company of evidence reasonably satisfactory to it
\nof the loss, theft, destruction or mutilation of these Warrants, and (in the
\ncase of loss, theft or destruction) of reasonably satisfactory indemnification,
\nand upon surrender and cancellation of these Warrants, if mutilated, the
\nCompany shall execute and deliver new Warrants of like tenor and date. Any such
\nnew Warrants, upon execution and delivery, shall constitute an additional
\ncontractual obligation on the part of the Company, whether or not these
\nWarrants so lost, stolen, destroyed or mutilated shall be at any time
\nenforceable by anyone.<\/p>\n
The Holder agrees with the Company that these Warrants are issued ,
\nand all the rights hereunder shall be held subject to, all of the conditions,
\nlimitations and provisions set forth herein, including the following:<\/p>\n
1. Exercise of Warrants. The Warrants may be exercised, in whole or in
\npart, at any time prior to December 31, ____ [END OF CONTRACT YEAR]; provided,
\nhowever, that the exercisability of the Warrants shall be subject to the
\ncondition that the Agreement dated as of March 5, 1997 between<\/p>\n
51<\/p>\n
SportsLine and the Holder (the “Principal Agreement”), as amended or modified,
\nshall be in effect, and no further Warrants shall be exercisable on or after
\nthe expiration, nonrenewal or termination of said agreement. Subject to the
\nforegoing, the Warrants shall be exercisable by presentation and surrender of
\nthese Warrants to the Company at its principal office (which on the date hereof
\nis 6340 N.W. 5th Way, Fort Lauderdale, Florida 33309), or at the office of its
\nstock transfer agent (which on the date hereof is the Company), if any, with
\nthe Warrant Exercise Form attached hereto duly executed and accompanied by
\npayment (either in cash or by certified or official bank check or checks,
\npayable to the order of the Company) of the Exercise Price for the number of
\nshares specified in such form. Upon receipt by the Company of the Warrants,
\ntogether with the Exercise Price, at its office, or by the Company’s stock
\ntransfer agent at its office, in proper form for exercise, the Holder shall be
\ndeemed to be the holder of record of the Warrant Stock (and Other Securities)
\nissuable upon such exercise, notwithstanding that the transfer books of the
\nCompany shall then be closed or that certificates representing such Warrant
\nStock (or Other Securities) shall not then be actually delivered to the Holder.
\nThe Company shall pay any and all documentary stamp or similar issue or
\ntransfer taxes payable in respect of the issue or delivery of Warrant Stock
\n(and Other Securities) upon exercise of these Warrants.<\/p>\n
2. Reservation of Shares and Other Securities. The Company will at all
\ntimes reserve for issuance and delivery upon exercise of these Warrants all
\nshares of Warrant Stock and other shares of capital stock of the Company (and
\nOther Securities) from time to time receivable upon exercise of these Warrants.
\nAll such shares (and Other Securities) shall be duly authorized and, when issued
\nupon such exercise, shall be validly issued, fully paid and non-assessable and
\nfree and clear of all preemptive rights.<\/p>\n
3. Fractional Shares. No fractional shares or scrip representing
\nfractional shares shall be issuable upon the exercise of these Warrants, but
\nthe Company shall pay the Holder an amount equal to the fair market value of
\nsuch fractional share in lieu of each fraction of a share otherwise issuable
\nupon any exercise of these Warrants, as determined by the Board of Directors in
\nits reasonable discretion.<\/p>\n
4. Exchange of Warrants. These Warrants are exchangeable, without
\nexpense, at the option of the Holder, upon presentation and surrender hereof to
\nthe Company or at the office of its stock transfer agent, if any, for other
\nWarrants of different denominations, entitling the Holder to purchase in the
\naggregate the same number of shares of Warrant Stock (and Other Securities)
\npurchasable hereunder.<\/p>\n
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
\nentitled to any rights as a shareholder of the Company, either at law or in
\nequity, and the rights of the Holder are limited to those expressed herein.<\/p>\n
6. Anti-Dilution Provisions.<\/p>\n
6.1 Adjustment for Recapitalization. If the Company shall at any time
\nsubdivide its outstanding shares of Common Stock (or Other Securities at the
\ntime receivable upon the exercise of these Warrants) by recapitalization,
\nreclassification or split-up thereof, or if the Company shall declare a stock
\ndividend or distribute shares of Common Stock to its shareholders, the number
\nof shares of Common Stock (or Other Securities) subject to these Warrants
\nimmediately prior to such subdivision shall be proportionately increased and
\nthe Exercise Price per share shall be proportionately decreased, and if the
\nCompany shall at any time combine the outstanding shares of Common Stock (or
\nOther Securities) by recapitalization, reclassification or combination
\nthereof, the number of shares of Common Stock (or Other Securities) subject to
\nthese Warrants immediately prior to such combination shall be proportionately
\ndecreased and the Exercise Price per share shall be proportionately increased.
\nAny such adjustments pursuant to this Section 6.1 shall be effective at the
\nclose of business on the effective date of such subdivision or combination or,
\nif any adjustment is the result of a stock dividend or distribution, then the
\neffective date for such adjustment shall be the record date therefor.<\/p>\n
-2-<\/p>\n
52<\/p>\n
6.2 Adjustment for Reorganization Consolidation Merger Etc. (a) In
\ncase of any reorganization of the Company (or any other corporation, the
\nsecurities of which are at the time receivable upon the exercise of these
\nWarrants) after the date hereof or in case after such date the Company (or any
\nsuch other corporation) shall consolidate with or merge into another
\ncorporation or convey all or substantially all of its assets to another
\ncorporation, then, and in each such case, the Holder, upon the exercise hereof,
\nat any time after the consummation of such reorganization, consolidation,
\nmerger or conveyance, shall be entitled to receive, in lieu of the securities
\nand property receivable upon the exercise of these Warrants prior to such
\nconsummation, the securities or property to which the Holder would have been
\nentitled upon such consummation if the Holder had exercised these Warrants
\nimmediately prior thereto (but had not exercised any rights with respect to
\nsuch securities or property in connection with the reorganization,
\nconsolidation, merger or conveyance); in each such case, the terms of these
\nWarrants shall be applicable to the securities or property receivable upon the
\nexercise of these Warrants after such consummation.<\/p>\n
(b) In any case where the Company shall consolidate with or merge into
\nanother corporation, and shall not be the surviving corporation, or shall
\nconvey all or substantially all of its assets to another corporation, then, and
\nin each such case, the Company shall, as a condition of the closing of such
\ntransaction, require that the surviving corporation or the corporation that
\nshall have received substantially all of the Company’s assets expressly assume
\nthe obligations of the Company under these Warrants in a form reasonably
\nsatisfactory to the Holder.<\/p>\n
6.3 No Impairment. The Company will not, by amendment of its charter
\nor through reorganization, consolidation, merger, dissolution, issue or sale
\nof securities, sale of assets or any other voluntary action, willfully avoid or
\nseek to avoid the observance or performance of any of the terms of these
\nWarrants, but will at all times in good faith assist in the carrying out of all
\nsuch terms and in the taking of all such action as may be necessary or
\nappropriate in order to protect the rights of the Holder against impairment.
\nWithout limiting the generality of the foregoing, while these Warrants are
\noutstanding, the Company (a) will not permit the par value, if any, of the
\nshares of Warrant Stock to be above the amount payable therefor upon such
\nexercise and (b) will take all such action as may be necessary or appropriate
\nin order that the Company may validly and legally issue or sell fully paid and
\nnon-assessable shares of Warrant Stock and Other Securities upon the exercise
\nof these Warrants.<\/p>\n
6.4 Certificate as to Adjustments. In each case of an adjustment in
\nthe number of shares of Warrant Stock or Other Securities receivable upon the
\nexercise of these Warrants, the Company at its expense will promptly compute
\nsuch adjustment in accordance with the terms of these Warrants and prepare a
\ncertificate executed by an executive officer of the Company setting forth such
\nadjustment and showing in detail the facts upon which such adjustment is based.
\nThe Company will forthwith mail a copy of each such certificate to the Holder.<\/p>\n
6.5 Notices of Record Date, Etc. In case:<\/p>\n
(a) the Company shall take a record of the holders of its Common
\nStock (or Other Securities at the time receivable upon the exercise of these
\nWarrants) for the purpose of entitling them to receive any dividend (other than
\na cash dividend at the same rate as the rate of the last cash dividend
\ntheretofore paid) or other distribution, or any right to subscribe for,
\npurchase or otherwise acquire any shares of stock of any class or any other
\nsecurities, or to receive any other right; or<\/p>\n
(b) of any capital reorganization of the Company, any reclassification
\nof the capital stock of the Company, any consolidation or merger of the Company
\nwith or into another corporation, or any conveyance of all or substantially all
\nof the assets of the Company to another corporation; or<\/p>\n
(c) of any voluntary or involuntary dissolution, liquidation or
\nwinding up of the Company;<\/p>\n
-3-<\/p>\n
53<\/p>\n
then, and in each such case, the Company shall mail or cause to be mailed to
\nthe Holder a notice specifying, as the case may be, (i) the date on which a
\nrecord is to be taken for the purpose of such dividend, distribution or right,
\nand stating the amount and character of such dividend, distribution or right,
\nor (ii) the date on which such reorganization, reclassification, consolidation,
\nmerger, conveyance, dissolution, liquidation or winding up is to take place,
\nand the time, if any, to be fixed, as to which the holders of record of Warrant
\nStock (or such other securities at the time receivable upon the exercise of
\nthese Warrants) shall be entitled to exchange their shares of Warrant Stock
\n(or such other securities) for securities or other property deliverable upon
\nsuch reorganization, reclassification, consolidation, merger, conveyance,
\ndissolution, liquidation or winding up. Such notice shall be mailed at least
\n20 days prior to the date therein specified and these Warrants may be exercised
\nprior to said date during the term of these Warrants.<\/p>\n
8. Restrictions on Transfer of Warrants, Warrant Stock and Other
\nSecurities. The Warrant Stock and Other Securities may not be sold, transferred
\nor otherwise disposed of unless registered under the Securities Act of 1933
\n(the “Securities Act”) and any applicable state securities laws or pursuant to
\navailable exemptions from such registration, provided that the seller delivers
\nto the Company an opinion of counsel satisfactory to the Company confirming the
\navailability of such exemption.<\/p>\n
9. Legend. Unless the shares of Warrant Stock or Other Securities have
\nbeen registered under the Securities Act, upon exercise of any of these
\nWarrants and the issuance of any of the shares of Warrant Stock or Other
\nSecurities, all certificates representing such securities shall bear on the
\nface thereof substantially the following legend:<\/p>\n
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
\n 1933 (THE “SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS
\n AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
\n REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
\n SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH
\n REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN
\n OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE
\n AVAILABILITY OF SUCH EXEMPTION.<\/p>\n
10. No Rights or Liabilities as Shareholder. This Warrant does not by
\nitself entitle the Holder to any voting rights or other rights as a
\nshareholder of the Company. In the absence of affirmative action by the Holder
\nto purchase Warrant Stock by exercise of this Warrant, no provisions of this
\nWarrant, and no enumeration herein of the rights or privileges of the Holder
\nshall cause the Holder to be a stockholder of the Company for any purpose.<\/p>\n
11. Amendment; Waiver. Any term of the Warrants may be amended and the
\nobservance of any term of the Warrants may be waived (either generally or in a
\nparticular instance and either retroactively or prospectively), only with the
\nwritten consent of the Company and the Holder. Any amendment or waiver effected
\nin accordance with this Section shall be binding upon the Holder and the
\nCompany.<\/p>\n
12. Notices. All notices required hereunder shall be in writing and
\nshall be deemed given when telegraphed, delivered personally or within two days
\nafter mailing when mailed by certified or registered mail, return receipt
\nrequested, to the Company at its principal office, or to the Holder at the
\naddress set forth on the record books of the Company, or at such other address
\nof which the Company or the Holder has been advised by notice in writing
\nhereunder.<\/p>\n
-4-<\/p>\n
54<\/p>\n
13. Assignment. These Warrants, and the rights of the Holder
\nhereunder, are not assignable by the Holder, except to a CBS Assignee (as
\ndefined in the Principal Agreement). Any attempted assignment in violation of
\nthis Section 13 shall be null and void.<\/p>\n
14. Applicable Law. These Warrants shall be governed by, and
\nconstrued in accordance with, the laws of the State of Delaware, without
\ngiving effect to conflicts of law principles.<\/p>\n
IN WITNESS WHEREOF, the Company has caused these Warrants to be signed
\non its behalf, in its corporate name, by its duly authorized officer, all as of
\nthe day and year first above written.<\/p>\n
SPORTSLINE USA, INC.<\/p>\n
By:__________________________________
\n Title: President<\/p>\n
-5-<\/p>\n
55<\/p>\n
WARRANT EXERCISE FORM<\/p>\n
The undersigned hereby irrevocably elects to exercise Warrants to purchase
\n____________ shares of Common Stock of SportsLine USA, Inc., a Delaware
\ncorporation, and hereby makes payment of $ _______ in full satisfaction
\ntherefor.<\/p>\n
_________________________________
\n Signature<\/p>\n
_________________________________
\n Signature, if jointly held<\/p>\n
_________________________________
\n Date<\/p>\n
INSTRUCTIONS FOR ISSUANCE OF STOCK
\n ———————————-
\n (if other than to the Holder of the within Warrants)<\/p>\n
Name ___________________________________________________________________________
\n (Please typewrite or print in block letters)<\/p>\n
Address ________________________________________________________________________<\/p>\n
________________________________________________________________________________<\/p>\n
Social Security or Taxpayer Identification Number ______________________________<\/p>\n
-6-<\/p>\n
56<\/p>\n
EXHIBIT I<\/p>\n
WARRANT SHARES
\n ————–<\/p>\n
\n\nWARRANT SHARES OF
\nGRANT* TOTAL COST PRICE COMMON STOCK
\n————————————————————————————-<\/p>\n
\n
\n
\n
\nFirst Contract Year $ 3,800,000 $4 950,000
\nSecond Contract Year $ 5,700,000 $6 950,000
\nThird Contract Year $ 7,600,000 $8 950,000
\nFourth Contract Year $ 9,500,000 $10 950,000
\nFifth Contract Year $11,400,000 $12 950,000
\n————————————————————————————–
\nTOTAL $38,000,000 $8\/SHARE 4.75 MILLION<\/p>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
* Each warrant will be granted on the first business day of each Contract
\n Year commencing in 1997 and is exercisable during the Contract Year in
\n which it is granted.<\/p>\n
-50-<\/p>\n
57<\/p>\n
EXHIBIT J<\/p>\n
STOCKHOLDER AGREEMENT
\n ———————<\/p>\n
-51-<\/p>\n
58<\/p>\n
CBS\/SPORTSLINE STOCKHOLDER AGREEMENT<\/p>\n
This CBS\/SPORTSLINE STOCKHOLDER AGREEMENT (this “Agreement”) is made
\nand entered into as of March 5, 1997, between SportsLine USA, Inc., a Delaware
\ncorporation (the “Company”), and CBS INC., a New York corporation (“CBS”).<\/p>\n
R E C I T A L S<\/p>\n
A. CBS and the Company have entered into that certain Agreement, dated
\nas of the date hereof (the “Principal Agreement;” capitalized terms used
\nherein and not otherwise defined shall have the meanings defined in the
\nPrincipal Agreement), pursuant to which, among other things, CBS will acquire
\nshares of Common Stock and Warrants in consideration of the license by CBS of
\nthe CBS Logos and the CBS Content and provision by CBS of certain broadcast
\nadvertising and promotion.<\/p>\n
B. CBS and the Company have agreed that the terms and conditions of
\nthis Agreement shall govern CBS’s rights with respect to the shares of Common
\nStock it acquires pursuant to the Principal Agreement or upon the exercise of
\nthe Warrants.<\/p>\n
NOW THEREFORE, in consideration of the above recitals and the mutual
\ncovenants made herein, the parties hereby agree as follows:<\/p>\n
1. INFORMATION AND DIRECTOR RIGHTS.<\/p>\n
1.1 Financial and Other Information. The Company covenants and
\nagrees that, so long as the CBS Percentage (as defined in Section 1.3 hereof)
\nis at least ten percent (10%), the Company will furnish to CBS such financial
\nand other information (including annual, quarterly and monthly reports and an
\nannual budget) as the Company may from time to time be required to furnish to
\nthe holders of the Company’s outstanding Series A, Series B or Series C
\npreferred stock (the “Preferred Stock Holders”) pursuant to the Amended and
\nRestated Investors’ Rights Agreement dated as of September 25, 1996, among the
\nCompany, the holders of the Preferred Stock, The Estate of Burk Zanft and
\nMichael Levy, as now in effect and as hereinafter amended from time to time in
\naccordance with the terms thereof (the “Investors’ Rights Agreement”). Such
\nfinancial and other information shall be provided to CBS by the Company at such
\ntime or times and in the same manner as it is provided to the Preferred Stock
\nHolders in accordance with the Investors’ Rights Agreement. CBS agrees to hold
\nall such financial and other information received pursuant to this Section 1.1
\nin confidence, and not to use or disclose any of such information to any third
\nparty (other than to any regulatory authority to which CBS is subject
\nrequesting the same), except to the extent such information may be made
\npublicly available by the Company.<\/p>\n
1.2 CBS Designees. So long as the CBS Percentage is at least ten
\npercent (10%), CBS shall have the right to elect (and maintain in office) as
\nmembers of the Company’s Board of Directors (the “Board”) a number of
\nindividuals equal to the product of (i) total number of members of the Board,
\ntimes (ii) the CBS Percentage (the “CBS Designees”). The CBS Designees shall
\nbe designated from time to time in writing by CBS. Upon execution of this
\nAgreement, the Company shall cause two (2) CBS Designees to be appointed to the
\nBoard. The Company further agrees to use its best efforts to cause the
\nnomination and election from time to time of the CBS Designees, including
\nobtaining the agreement of the holders of a majority of its outstanding Common
\nStock and preferred stock to vote their shares of the Company’s capital stock
\nto cause the election to the Board of any CBS Designees designated for election
\nto the Board by CBS.<\/p>\n
1.3 Observer Rights. If CBS is no longer entitled to appoint CBS
\nDesignees in accordance with Section 1.2, then so long as CBS owns not less
\nthan 250,000 shares of Common Stock, CBS, at its own expense, shall be entitled
\nto have a representative attend all meetings of the Company’s Board of
\nDirectors in a nonvoting observer capacity (each, a “CBS Representative”). If
\nCBS designates a CBS Representative to the Company, the Company shall
\nconcurrently provide the CBS Representative with<\/p>\n
59<\/p>\n
copies of all notices, minutes, consents and other materials it provides to
\nmembers of the Board of Directors; provided, that the CBS Representative shall
\nagree to hold in confidence and trust and to act in a fiduciary manner with
\nrespect to all information so provided; and provided further, that the Company
\nreserves the right to withhold any information and to exclude any CBS
\nRepresentative from any meeting or portion thereof if access to such
\ninformation or meeting or attendance at such meeting could adversely affect
\nthe attorney-client privilege between the Company and its counsel or would
\nresult in disclosure of trade secrets to any CBS Representative.<\/p>\n
1.4 CBS Percentage. For purposes of this Agreement, the term “CBS
\nPercentage” shall mean, at any particular time, that percentage determined by
\ndividing (a) the sum of (i) the number of shares of Common Stock CBS then
\nholds, plus (ii) the number of shares of Common Stock which CBS thereafter
\nhas the right to acquire under the Principal Agreement or upon exercise of any
\nWarrants outstanding or to be granted thereunder, by (b) the sum of (i) the
\ntotal number of shares of Common Stock of the Company then outstanding plus
\n(ii) the total number of shares of Common Stock of the Company into which all
\nthen outstanding shares of preferred stock of the Company are then convertible
\nplus (iii) the number of shares of Common Stock of the Company reserved for
\nissuance under stock purchase and stock option plans of the Company and
\noutstanding options and warrants.<\/p>\n
2. RIGHT OF FIRST REFUSAL.<\/p>\n
2.1 General. CBS shall have the right of first refusal to purchase
\nthe CBS Percentage of all (or any part) of any New Securities that the Company
\nmay from time to time issue after the date of this Agreement.<\/p>\n
2.2 New Securities. “New Securities” shall mean any Common Stock or
\npreferred stock of the Company, whether now authorized or not, and rights,
\noptions or warrants to purchase such Common Stock or preferred stock, and
\nsecurities of any type whatsoever that are, or may become, convertible or
\nexchangeable into such Common Stock or preferred stock; provided, however, that
\nthe term “New Securities” does not include: (i) shares of the Company’s
\nCommon Stock (and\/or options or warrants therefor) issued to employees,
\nofficers, directors, contractors, advisors or consultants of the Company
\npursuant to incentive agreements or plans unanimously approved by the Board of
\nDirectors of the Company (“Employee Options”); (ii) any securities issuable
\nupon conversion of or with respect to any then outstanding shares of the
\nCompany’s Series A, Series B or Series C preferred stock or Common Stock or
\nother securities issuable upon conversion thereof; (iii) any securities
\nissuable upon exercise of any of the options, warrants or rights (other than
\nEmployee Options)(“Warrant Securities”) outstanding as of the date hereof, any
\nWarrant Securities hereafter unanimously approved by the Board of Directors
\nof the Company, and any Common Stock or other securities issuable upon the
\nconversion of any Warrant Securities; (iv) shares of the Company’s Common Stock
\nor preferred stock issued in connection with any stock split or stock dividend;
\n(v) securities offered by the Company to the public pursuant to a registration
\nstatement filed under the Securities Act; (vi) up to 50,000 shares of the
\nCompany’s Common Stock (and\/or options or warrants therefor) issued or issuable
\nto nonaffiliate third parties providing the Company with equipment leases, real
\nproperty leases, loans, credit lines, guaranties of indebtedness, cash price
\nreductions or similar financing, provided that this exception (vi) shall not
\napply unless the arrangement is unanimously approved by the Company’s Board of
\nDirectors; or (vii) securities issued pursuant to the acquisition of another
\ncorporation or entity by the Company by consolidation, merger, purchase of all
\nor substantially all of the assets, or other reorganization in which the
\nCompany acquires, in a single transaction or series of related transactions,
\nall or substantially all of the assets of such other corporation or entity or
\nfifty percent (50%) or more of the voting power of such other corporation or
\nentity or fifty percent (50%) or more of the equity ownership of such other
\nentity.<\/p>\n
2.3 Procedures. In the event that the Company proposes to undertake an
\nissuance of New Securities, it shall give CBS written notice of its intention
\nto issue New Securities (the “Notice”),<\/p>\n
2<\/p>\n
60<\/p>\n
describing the type of New Securities and the price and the general terms upon
\nwhich the Company proposes to issue such New Securities. CBS shall have fifteen
\n(15) days from the date of mailing of any such Notice to agree in writing to
\npurchase the CBS Percentage of such New Securities for the price and upon the
\ngeneral terms specified in the Notice by giving written notice to the Company
\nand stating therein the quantity of New Securities to be purchased (not to
\nexceed the CBS Percentage).<\/p>\n
2.4 Failure to Exercise. In the event that CBS fails to exercise the
\nright of first refusal within such fifteen (15) day period, then the Company
\nshall have 120 days thereafter to sell the New Securities with respect to which
\nCBS’s rights of first refusal hereunder were not exercised, at a price and upon
\ngeneral terms not materially more favorable to the purchasers thereof than
\nspecified in the Notice. In the event that the Company has not issued and sold
\nthe New Securities within such 120 day period, then the Company shall not
\nthereafter issue or sell any New Securities without again first offering such
\nNew Securities to CBS pursuant to this Section 2.<\/p>\n
3. REGISTRATION RIGHTS.<\/p>\n
3.1 Definitions. For purposes of this Section 3:<\/p>\n
(a) Registration. The terms “register,” “registered,” and
\n“registration” refer to a registration effected by preparing and filing a
\nregistration statement in compliance with the Securities Act of 1933, as
\namended (the “Securities Act”), and the declaration or ordering of
\neffectiveness of such registration statement.<\/p>\n
(b) Registrable Securities. The term “Registrable Securities”
\nmeans: all shares of Common Stock (i) issued by the Company to CBS as Content
\nShares or Ad Shares pursuant to the Principal Agreement, (ii) issuable upon the
\nexercise of outstanding and exercisable Warrants granted pursuant to the
\nPrincipal Agreement, and (iii) any shares of Common Stock of the Company issued
\nas (or issuable upon the conversion or exercise of any warrant, right or other
\nsecurity which is issued as) a dividend or other distribution with respect to,
\nor in exchange for or in replacement of, all such shares of Common Stock
\ndescribed in clause (i) or (ii) of this Section 3.1(b); excluding in all cases,
\nhowever, any Registrable Securities sold by CBS in a transaction in which
\nrights under this Section 3 are not assigned in accordance with this Agreement
\nor any Registrable Securities sold to the public or sold pursuant to Rule 144
\npromulgated under the Securities Act.<\/p>\n
(c) Registrable Securities Then Outstanding. The number of shares
\nof “Registrable Securities then outstanding” shall mean the number of shares of
\nCommon Stock which are Registrable Securities and (1) are then issued and
\noutstanding or (2) are then issuable pursuant to the exercise or conversion of
\nthen outstanding and then exercisable options, warrants or convertible
\nsecurities.<\/p>\n
(d) Form S-3. The term “Form S-3” means such form under the
\nSecurities Act as is in effect on the date hereof or any successor registration
\nform under the Securities Act subsequently adopted by the SEC which permits
\ninclusion or incorporation of substantial information by reference to other
\ndocuments filed by the Company with the SEC.<\/p>\n
(e) SEC. The term “SEC” or “Commission” means the United States,
\nSecurities and Exchange Commission.<\/p>\n
3.2 Demand Registration. If the Company shall receive at any time six
\nmonths or more after the effective date of the Company’s initial public
\noffering of its securities pursuant to a registration filed under the
\nSecurities Act a written request from CBS that the Company file a registration
\nstatement under the Securities Act covering the registration of Registrable
\nSecurities pursuant to this Section 3.2, then the Company shall effect, as soon
\nas practicable and in any event within sixty (60) days of the<\/p>\n
3<\/p>\n
61<\/p>\n
receipt of such request, the registration under the Securities Act of all
\nRegistrable Securities which CBS requests to be registered and included in
\nsuch registration by such written notice, subject only to the limitations of
\nthis Section 3.2; provided that the Registrable Securities requested by CBS to
\nbe registered pursuant to such request must have an anticipated aggregate
\npublic offering price (before any underwriting discounts and commissions) of
\nnot less than $5,000,000.<\/p>\n
If CBS intends to distribute the Registrable Securities covered by its
\nrequest by means of an underwriting, then CBS shall so advise the Company as a
\npart of its request made pursuant to this Section 3.2. The underwriter shall be
\nselected by the Company with the consent of CBS, which consent will not
\nunreasonably be withheld, and CBS shall enter into an underwriting agreement in
\ncustomary form with the managing underwriter or underwriters selected for such
\nunderwriting by the Company. Notwithstanding any other provision of this
\nSection 3.2, if the underwriter(s) advise(s) the Company in writing that
\nmarketing factors require a limitation of the number of securities to be
\nunderwritten then the Company shall so advise CBS, and the number of
\nRegistrable Securities that may be included in the underwriting shall be
\nreduced as required by the underwriter(s) and allocated first, to the Company,
\nsecond, to the Preferred Stock Holders, if and to the extent such Preferred
\nStock Holders have exercised their registration rights granted under the
\nInvestors’ Rights Agreement, and third, if and only to the extent that the
\ninclusion of such Registrable Securities will not reduce the amount of the
\nshares that the Preferred Stock Holders may include in such registration and
\nunderwriting, to CBS; provided, however, that the managing underwriter(s) shall
\nhave the absolute right and discretion to exclude from a registration and
\nunderwriting relating to the Company’s initial public offering any and all of
\nthe Registrable Securities. Any Registrable Securities excluded and withdrawn
\nfrom such underwriting shall be withdrawn from the registration.<\/p>\n
The Company is obligated to effect only one (1) registration pursuant
\nto this Section 3.2. The Company shall not be deemed to have effected a
\nregistration pursuant to this Section 3.2 unless a registration statement in
\nrespect thereof shall have been declared effective by the Commission.<\/p>\n
Notwithstanding the foregoing, if the Company shall furnish to CBS a
\ncertificate signed by the President or Chief Executive Officer of the Company
\nstating that in the good faith judgment of the Board of Directors of the
\nCompany, it would be seriously detrimental to the Company and its stockholders
\nfor such registration statement to be filed and it is therefore essential to
\ndefer the filing of such registration statement, then the Company shall have
\nthe right to defer such filing for a period of not more than 120 days after
\nreceipt of the request of CBS; provided, however, that the Company may not
\nutilize this right more than once in any twelve (12) month period.<\/p>\n
3.3 Piggyback Registrations. The Company shall notify CBS in writing
\nat least thirty (30) days prior to filing any registration statement under the
\nSecurities Act for purposes of effecting a public offering of securities of the
\nCompany (including registration statements relating to secondary offerings of
\nsecurities of the Company but excluding registration statements relating to
\nofferings of securities pursuant to any employee benefit plan or a corporate
\nreorganization) and will afford CBS an opportunity to include in such
\nregistration statement all or any part of the Registrable Securities then held
\nby CBS. If CBS desires to include in any such registration statement all or any
\npart of the Registrable Securities then held by it, CBS shall, within twenty
\n(20) days after receipt of the above-described notice from the Company, so
\nnotify the Company in writing, and in such notice shall inform the Company of
\nthe number of Registrable Securities CBS wishes to include in such registration
\nstatement. If CBS decides not to include all of its Registrable Securities in
\nany registration statement thereafter filed by the Company, CBS shall
\nnevertheless continue to have the right to include any Registrable Securities
\nin any subsequent registration statement or registration statements as may be
\nfiled by the Company with respect to offerings of its securities, all upon the
\nterms and conditions set forth herein.<\/p>\n
4<\/p>\n
62<\/p>\n
If a registration statement under which the Company gives notice under
\nthis Section 3.3 is for an underwritten offering, then the Company shall so
\nadvise CBS. In such event, the right of CBS to have any of its Registrable
\nSecurities included in a registration pursuant to this Section 3.3 shall be
\nconditioned upon CBS’s participation in such underwriting and the inclusion of
\nCBS’s Registrable Securities in the underwriting to the extent provided herein.
\nCBS and any other stockholders proposing to distribute their Company securities
\nthrough such underwriting shall enter into an underwriting agreement in
\ncustomary form with the managing underwriter or underwriter(s) selected for
\nsuch underwriting. Notwithstanding any other provision of this Agreement, if
\nthe managing underwriter determine(s) in good faith that marketing factors
\nrequire a limitation of the number of shares to be underwritten, then the
\nmanaging underwriter(s) may exclude shares (including Registrable Securities)
\nfrom the registration and the underwriting, and the number of shares that may
\nbe included in the registration and the underwriting shall be allocated, first,
\nto the Company, second, to the Preferred Stock Holders, if and to the extent
\nsuch Preferred Stock Holders have exercised their registration rights granted
\nunder the Investors’ Rights Agreement, and third if and only to the extent that
\nthe inclusion of such Registrable Securities will not reduce the amount of the
\nshares that the Preferred Stock Holders may include in such registration and
\nunderwriting, to CBS; provided, however, that the managing underwriter(s) shall
\nhave the absolute right and discretion to exclude from a registration and
\nunderwriting relating to the Company’s initial public offering any and all of
\nthe Registrable Securities. If CBS disapproves of the terms of any such
\nunderwriting, CBS may elect to withdraw therefrom by written notice to the
\nCompany and the underwriter(s), delivered at least ten (10) business days prior
\nto the effective date of the registration statement. Any Registrable Securities
\nexcluded or withdrawn from such underwriting shall be excluded and withdrawn
\nfrom the registration.<\/p>\n
3.4 Form S-3 Registration. In case the Company shall receive from CBS
\na written request or requests that the Company effect a registration on Form
\nS-3 and any related qualification or compliance with respect to all or a part
\nof the Registrable Securities then owned by CBS, then the Company will, as soon
\nas practicable after receipt of the request, file a Form S-3 registration
\nstatement covering such Registrable Securities and effect such registration and
\nall such qualifications and compliances as may be so requested and as would
\npermit or facilitate the sale and distribution of such Registrable Securities,
\ntogether with the securities of any holders of securities of the Company (other
\nthan CBS) entitled to inclusion in such registration; provided, however, that
\nthe Company shall not be obligated to effect any such registration,
\nqualification or compliance pursuant to this Section 3.4:<\/p>\n
(i) if the Company is not then eligible for the use of Form
\nS-3, or if Form S-3 is not available for such offering by CBS;<\/p>\n
(ii) if CBS, together with the holders of any other
\nsecurities of the Company entitled to inclusion in such registration, propose
\nto sell Registrable Securities and such other securities (if any) at an
\naggregate price to the public of less than $1,000,000;<\/p>\n
(iii) if the Company shall furnish to CBS a certificate
\nsigned by the President or Chief Executive Officer of the Company stating that
\nin the good faith judgment of the Board of Directors of the Company, it would
\nbe seriously detrimental to the Company and its stockholders for such Form S-3
\nRegistration to be effected at such time, in which event the Company shall have
\nthe right to defer the filing of the Form S-3 registration statement no more
\nthan once during any twelve month period for a period of not more than 120 days
\nafter receipt of the request of CBS under this Section 3.4;<\/p>\n
(iv) if the Company has, within the twelve (12) month period
\npreceding the date of such request, already effected two (2) registrations on
\nForm S-3 for CBS or other holders of its securities; or<\/p>\n
5<\/p>\n
63<\/p>\n
(v) in any particular jurisdiction in which the Company would
\nbe required to qualify to do business or to execute a general consent to
\nservice of process in effecting such registration, qualification or compliance.<\/p>\n
A Form S-3 registration effected pursuant to this Section 3.4 shall
\nnot be deemed to be demand registration as described in Section 3.3 above.<\/p>\n
3.5 Obligations of the Company. Whenever required to effect the
\nregistration of any Registrable Securities under this Agreement, the Company
\nshall, as expeditiously as reasonably possible:<\/p>\n
(a) Prepare and file with the SEC a registration statement with
\nrespect to such Registrable Securities and use its best efforts to cause such
\nregistration statement to become effective, and, upon the request of CBS, keep
\nsuch registration statement effective for up to one hundred twenty (120) days
\nor until the distribution contemplated in the Registration Statement has been
\ncompleted. whichever is earlier; provided, however, that such one hundred
\ntwenty day (120) shall be extended for a period of time equal to the period CBS
\nrefrains from selling any securities included in such registration at the
\nrequest of an underwriter of Common Stock (or other securities) of the Company.<\/p>\n
(b) Prepare and file with the SEC such amendments and
\nsupplements to such registration statement and the prospectus used in
\nconnection with such registration statement as may be necessary to comply with
\nthe provisions of the Securities Act with respect to the disposition of all
\nsecurities covered by such registration statement.<\/p>\n
(c) Furnish to CBS such number of copies of a prospectus,
\nincluding a preliminary prospectus, in conformity with the requirements of the
\nSecurities Act. and such other documents as they may reasonably request in
\norder to facilitate the disposition of the Registrable Securities owned by CBS
\nthat are included in such registration.<\/p>\n
(d) Use its best efforts to register and qualify the securities
\ncovered by such registration statement under such other securities or Blue Sky
\nlaws of such jurisdictions as shall be reasonably requested by CBS, provided
\nthat the Company shall not be required in connection therewith or as a
\ncondition thereto to qualify to do business or to file a general consent to
\nservice of process in any such states or jurisdictions, unless the Company is
\nalready subject to service in such jurisdictions.<\/p>\n
(e) In the event of any underwritten public offering, enter into
\nand perform its obligations under an underwriting agreement, in usual and
\ncustomary form, with the managing underwriter(s) of such offering. CBS and any
\nother holders of securities of the Company included in such registration and
\nparticipating in such underwriting shall also enter into and perform its
\nobligations under such an agreement.<\/p>\n
(f) Notify CBS at any time when a prospectus relating thereto is
\nrequired to be delivered under the Securities Act of the happening of any event
\nas a result of which the prospectus included in such registration statement. as
\nthen in effect. includes an untrue statement of a material fact or omits to
\nstate a material fact required to be stated therein or necessary to make the
\nstatements therein not misleading in the light of the circumstances then
\nexisting.<\/p>\n
(g) Furnish, at the request of CBS. on the date that such
\nRegistrable Securities are delivered to the underwriters for sale. if such
\nsecurities are being sold through underwriters, or, if such securities are not
\nbeing sold through underwriters, on the date that the registration statement
\nwith respect to such securities becomes effective, (i) an opinion, dated as of
\nsuch date, of the counsel representing the Company for the purposes of such
\nregistration, in form and substance as is customarily given to underwriters in
\nan underwritten public offering and reasonably satisfactory to CBS, addressed
\nto the<\/p>\n
6<\/p>\n
64<\/p>\n
underwriters, if any, and CBS and any other stockholders requesting
\nregistration of securities in such registration, and (ii) a “comfort” letter
\ndated as of such date, from the independent certified public accountants of the
\nCompany, in form and substance as is customarily given by independent certified
\npublic accountants to underwriters in an underwritten public offering and
\nreasonably satisfactory to CBS and any other stockholders requesting
\nregistration of securities in such registration, addressed to the underwriters,
\nif any, and to CBS and such other stockholders.<\/p>\n
(h) Cause the Registrable Securities registered pursuant hereto
\nto be listed on each securities exchange or market on which similar securities
\nissued by the Company are then listed.<\/p>\n
(i) Provide a transfer agent and registrar for all Registrable
\nSecurities registered pursuant hereunder and a CUSIP number for all such
\nRegistrable Securities, in each case not later than the effective date of such
\nregistration.<\/p>\n
3.6 Expenses. All expenses incurred by the Company in connection with
\na registration pursuant to Section 3.2, 3.3 or 3.4 (excluding underwriters’ and
\nbrokers’ discounts and commissions), including. without limitation all federal
\nand “blue sky” registration and qualification fees, printing expenses, fees and
\ndisbursements of the Company’s accountants and counsel, and reasonable fees and
\ndisbursements of one counsel for CBS and all other selling stockholders, shall
\nbe borne by the Company. CBS and each other stockholder participating in a
\nregistration pursuant to Section 3.2, 3.3 or 3:4 shall bear their proportionate
\nshare (based on the total number of shares sold in such registration other than
\nfor the account of the Company) of all discounts and commissions payable to
\nunderwriters or brokers in connection with such offering.<\/p>\n
3.7 Furnish Information. It shall be a condition precedent to the
\nobligations of the Company to take any action pursuant to Sections 3.2, 3.3 or
\n3.4 that CBS shall furnish to the Company such information regarding itself,
\nthe Registrable Securities held by it, and the intended method of disposition
\nof such securities as shall be required to timely effect the registration of
\nits Registrable Securities.<\/p>\n
3.8 Delay of Registration. CBS shall not have any right to obtain or
\nseek an injunction restraining or otherwise delaying any such registration as
\nthe result of any controversy that might arise with respect to the
\ninterpretation or implementation of this Section 3.<\/p>\n
3:9 Indemnification. In the event any Registrable Securities are
\nincluded in a registration statement under Sections 3.2, 3.3 or 3.4:<\/p>\n
(a) By the Company. To the extent permitted by law. the Company
\nwill indemnify and hold harmless CBS, its officers and directors, any
\nunderwriter (as deemed in the Securities Act) for CBS and each person, if any,
\nwho controls CBS or any such underwriter within the meaning of the Securities
\nAct or the Securities Exchange Act of 1934, as amended (the “1934 Act”),
\nagainst any losses, claims, damages, or liabilities (joint or several) to which
\nthey may become subject under the Securities Act, the 1934 Act or other federal
\nor state law, insofar as such losses, claims, damages, or liabilities (or
\nactions in respect thereof) arise out of or are based upon any of the following
\nstatements, omissions or violations (collectively a “Violation”): (i) any
\nuntrue statement or alleged untrue statement of a material fact contained in
\nsuch registration statement, including any preliminary prospectus or final
\nprospectus contained therein or any amendments or supplements thereto: (ii) the
\nomission or alleged omission to state therein a material fact required to be
\nstated therein, or necessary to make the statements therein not misleading, or
\n(iii) any violation or alleged violation by the Company of the Securities Act,
\nthe 1934 Act, any federal or state securities law or any rule or regulation
\npromulgated under the Securities Act, the 1934 Act or any federal or state
\nsecurities law in connection with the offering covered by such registration
\nstatement; and the Company will reimburse CBS and each such officer or
\ndirector, underwriter or controlling person for any legal or other expenses
\nreasonably incurred by them, as<\/p>\n
7<\/p>\n
65<\/p>\n
incurred, in connection with investigating or defending any such loss, claim,
\ndamage, liability or action; provided, however, that the indemnity agreement
\ncontained in this subsection 3.9(a) shall not apply to amounts paid in
\nsettlement of any such loss, claim, damage, liability or action if such
\nsettlement is effected without the consent of the Company (which consent shall
\nnot be unreasonably withheld), nor shall the Company be liable in any such case
\nto CBS or any such officer or director, underwriter or controlling person for
\nany such loss, claim, damage, liability or action to the extent that it arises
\nout of or is based upon a Violation which occurs in reliance upon and in
\nconformity with written information furnished expressly for use in connection
\nwith such registration by CBS or such officer, director or controlling person.<\/p>\n
(b) By CBS. To the extent permitted by law, CBS will indemnify
\nand hold harmless the Company, each of its directors, each of its officers who
\nhave signed the registration statement, each person, if any, who controls the
\nCompany within the meaning of the Securities Act, any underwriter and any other
\nholder selling securities under such registration statement or any of such
\nother holder’s partners, directors or officers or any person who controls such
\nholder within the meaning of the Securities Act or the 1934 Act, against any
\nlosses, claims, damages or liabilities to which the Company or any such
\ndirector, officer, controlling person, underwriter or such holder, partner or
\ndirector, officer or controlling person of such other holder may become subject
\nunder the Securities Act, the 1934 Act or other: federal or stare law, insofar
\nas such losses, claims, damages or liabilities (or actions in respect thereto)
\narise out of or are based upon any Violation, in each case to the extent (and
\nonly to the extent) that such Violation occurs in reliance upon and in
\nconformity with written information furnished by CBS expressly for use in
\nconnection with such registration; and CBS will reimburse any legal or other
\nexpenses reasonably incurred by the Company or any such director, officer,
\ncontrolling person, underwriter or other holder, partner, officer, director or
\ncontrolling person of such other holder in connection with investigating or
\ndefending any such loss, claim, damage, liability or action, as incurred;
\nprovided, however, that the indemnity agreement contained in this subsection
\n3.9(b) shall not apply to amounts paid in settlement of any such loss, claim,
\ndamage, liability or action if such settlement is effected without the consent
\nof CBS (which consent shall not be unreasonably withheld); and provided
\nfurther, that the total amounts payable in indemnity by CBS under this Section
\n3.9(b) in respect of any Violation shall not exceed the net proceeds received
\nby CBS in the registered offering out of which such Violation arises.<\/p>\n
(c) Notice. Promptly after receipt by an indemnified party under
\nthis Section 3.9 of notice of the commencement of any action (including any
\ngovernmental action), such indemnified party will, if a claim in respect
\nthereof is to be made against any indemnifying party under this Section 3:9,
\ndeliver to the indemnifying party a written notice of the commencement thereof
\nand the indemnifying party shall have the right to participate in, and, to the
\nextent the indemnifying party so desires, jointly with any other indemnifying
\nparty similarly noticed, to assume the defense thereof with counsel mutually
\nsatisfactory to the parties; provided, however, that an indemnified party shall
\nhave the right to retain its own counsel, with the fees and expenses to he paid
\nby the indemnifying parry, if representation of such indemnified party by the
\ncounsel retained by the indemnifying parry would be inappropriate due to actual
\nor potential conflict of interests between such indemnified party and any other
\nparty represented by such counsel in such proceeding. The failure to deliver
\nwritten notice to the indemnifying party within a reasonable time of the
\ncommencement of any such action, if prejudicial to its ability to defend such
\naction, shall relieve such indemnifying party of any liability to the
\nindemnified party under this Section 3:9, but the omission so to deliver
\nwritten notice to the indemnifying party will not relieve it of any liability
\nthat it may have to any indemnified party otherwise than under this Section
\n3.9.<\/p>\n
(d) Defect Eliminated in Final Prospectus. The foregoing
\nindemnity agreements of the Company and CBS are subject to the condition that,
\ninsofar as they relate to any Violation made in a preliminary prospectus but
\neliminated or remedied in the amended prospectus on file with the SEC at the
\ntime the registration statement in question becomes effective or the amended
\nprospectus filed with the SEC pursuant to SEC Rule 424(b) (the “Final
\nProspectus), such indemnity agreement shall not inure to<\/p>\n
8<\/p>\n
66<\/p>\n
the benefit of CBS if a copy of the Final Prospectus was furnished to CBS and
\nwas not furnished by CBS to the person asserting the loss, liability, claim or
\ndamage at or prior to the time such action is required by the Securities Act.<\/p>\n
(e) Contribution. In order to provide for just and equitable
\ncontribution to joint liability under the Securities Act in any case in which
\neither (i) CBS, or any controlling person of CBS, makes a claim for
\nindemnification pursuant to this Section 3.9 but it is judicially determined
\n(by the entry of a final judgment or decree by a court of competent
\njurisdiction and the expiration of time to appeal or the denial of the last
\nright of appeal) that such indemnification may not be enforced in such case
\nnotwithstanding the fact that this Section 3.9 provides for indemnification in
\nsuch case, or (ii) contribution under the Securities Act may be required on the
\npart of CBS or any such controlling person in circumstances for which
\nindemnification is provided under this Section 3.9; then, and in each such
\ncase, the Company and CBS will contribute to the aggregate losses, claims,
\ndamages or liabilities to which they may be subject (after contribution from
\nothers and based on equitable considerations) in such proportion so that CBS is
\nresponsible for the portion represented by the percentage that the public
\noffering price of its Registrable Securities offered by and sold under the
\nregistration statement bears to the public offering price of all securities
\noffered by and sold under such registration statement, and the Company and
\nother selling holders are responsible for the remaining portion; provided,
\nhowever, that, in any such case, (A) CBS will not be required to contribute any
\namount in excess of the net proceeds received by CBS from the offering pursuant
\nto such registration statement; and (B) no person or entity guilty of
\nfraudulent misrepresentation (within the meaning of Section 11(f) of the
\nSecurities Act) will be entitled to contribution from any person or entity who
\nwas not guilty of such fraudulent misrepresentation.<\/p>\n
(f) Survival. The obligations of the Company and CBS under this
\nSection 3.9 shall survive the completion of any offering of Registrable
\nSecurities in a registration statement, and otherwise.<\/p>\n
(g) Conflict with Underwriting Agreement. In the event of any
\nconflict between the indemnity provisions of this Agreement and those of any
\nunderwriting agreement entered into by the Company, CBS and any other holders
\nwith respect to a registration of Registrable Securities, the provisions of the
\nunderwriting agreement shall supersede and control.<\/p>\n
3.10 “Market Stand-Off” Agreement. CBS hereby agrees that it shall not,
\nto the extent requested by the Company or an underwriter of securities of the
\nCompany, sell or otherwise transfer or dispose of any Registrable Securities or
\nother shares of stock of the Company owned by CBS for up to one hundred eighty
\n(180) days following the effective date of a registration statement of the
\nCompany filed under the Securities Act; provided, however, that (a) such
\nagreement shall be applicable only to the first two such registration
\nstatements of the Company which cover securities to be sold on its behalf to
\nthe public in an underwritten offering but not to Registrable Securities sold
\npursuant to such registration statement, and (b) all executive officers and
\ndirectors and, to the extent finally required by the Company’s underwriters,
\nemployees of the Company then holding Common Stock of the Company enter into or
\nbecome bound by similar agreements. In order to enforce the foregoing covenant,
\nthe Company shall have the right to place restrictive legends on the
\ncertificates representing the shares subject to this Section and to impose stop
\ntransfer instructions with respect to the Registrable Securities and such
\nother shares of stock of CBS until the end of such period.<\/p>\n
3.11 Rule 144 Reporting. With a view to making available the benefits
\nof certain rules and regulations of the Commission which may at any time
\npermit the sale of the Registrable Securities to the public without
\nregistration, after such time as a public market exists for the Common Stock of
\nthe Company, the Company agrees to:<\/p>\n
9<\/p>\n
67<\/p>\n
(a) Make and keep public information available, as those terms
\nare understood and defined in Rule 144 under the Securities Act, after the
\neffective date of the first registration under the Securities Act filed by the
\nCompany for an offering of its securities to the general public;<\/p>\n
(b) Use its best efforts to file with the Commission in a timely
\nmanner all reports and other documents required of the Company under the
\nSecurities Act and the 1934 Act (at any time after it has become subject to
\nsuch reporting requirements); and<\/p>\n
(c) So long as CBS owns any Registrable Securities, to furnish to
\nCBS upon request a written statement by the Company as to its compliance with
\nthe reporting requirements of said Rule 144 (at any time after 90 days after
\nthe effective date of the first registration statement filed by the Company
\nfor an offering of its securities to the general public), and of the Securities
\nAct and the 1934 Act (at any time after it has become subject to the reporting
\nrequirements of the 1934 Act), a copy of the most recent annual or quarterly
\nreport of the Company, and such other reports and documents of the Company as
\nCBS may reasonably request in availing itself of any rule or regulation of the
\nCommission allowing CBS to sell any such securities without registration (at
\nany time after the Company has become subject to the reporting requirements of
\nthe 1934 Act).<\/p>\n
3.12 Termination of the Company’s Obligations. The Company shall have
\nno obligations pursuant to Sections 3.2 through 3.5 with respect to: (i) any
\nrequest or requests for registration made by CBS on a date more than five (5)
\nyears after the closing date of the Company’s initial public offering; or (ii)
\nany Registrable Securities proposed to be sold by CBS in a registration
\npursuant to Section 3.2, 3.3 or 3.4 if, in the opinion of counsel to the
\nCompany, all such Registrable Securities proposed to be sold by CBS may be sold
\nin a three-month period without registration under the Securities Act pursuant
\nto Rule 144 under the Securities Act.<\/p>\n
3.13 Limitations on Subsequent Registration Rights. From and after the
\ndate of this Agreement, the Company shall not, without the prior written
\nconsent of CBS, enter into any agreement with any holder or prospective holder
\nof any securities of the Company which would allow such holder or prospective
\nholder to include such securities in any registration filed under Section 3.2
\nhereof, unless under the terms of such agreement, such holder or prospective
\nholder may include such securities in any such registration only to the extent
\nthat the inclusion of his securities will not reduce the amount of the
\nRegistrable Securities of CBS which are included.<\/p>\n
4. ASSIGNMENT; AMENDMENT; TERMINATION OF CERTAIN RIGHTS.<\/p>\n
4.1 Assignment. Neither party shall assign this Agreement or any of
\nits rights or obligations hereunder, in whole or in part, without the other
\nparty’s prior written consent; provided, that in the event CBS assigns its
\nrights under the Principal Agreement to a CBS Assignee, such CBS Assignee shall
\nsucceed to all of CBS’s rights under this Agreement, subject to CBS’s
\nobligations hereunder.<\/p>\n
4.2 Amendment of Rights. Any provision of this Agreement may be
\namended and the observance thereof may be waived (either generally or in a
\nparticular instance and either retroactively or prospectively), only by a
\nwritten instrument executed by the Company and CBS. Any amendment or waiver
\neffected in accordance with this Section 4.2 shall be binding upon the Company,
\nCBS and each permitted successor or assignee of each of the foregoing.<\/p>\n
4.3 Termination of Certain Rights. The rights of CBS under Sections
\n1.1, 1.2, 1.3, 2.1, 2.3 and 2.4 hereof, and the Company’s obligations under
\nsuch sections, shall terminate (i) immediately upon the closing of the first
\nunderwritten sale of Common Stock of the Company to the public pursuant to a
\nregistration statement filed with, and declared effective by, the SEC under the
\nSecurities Act, covering the offer and sale of Common Stock to the public, or
\n(ii) upon (a) the acquisition of all or substantially<\/p>\n
10<\/p>\n
68<\/p>\n
all the assets of the Company or (b) an acquisition of the Company by another
\ncorporation or entity by consolidation, merger or other reorganization in which
\nthe holders of the Company’s outstanding voting stock immediately prior to such
\ntransaction own, immediately after such transaction, securities representing
\nless than fifty percent (50%) or more of the voting power of the corporation or
\nother entity surviving such transaction. Notwithstanding clause (i) above, if
\nthe Preferred Stock Holders retain their rights of first refusal to purchase
\nNew Securities after the Company’s initial public offering pursuant to the
\nterms of the Investors’ Rights Agreement, then the rights of CBS under Section
\n2 of this Agreement shall continue in effect until such time as the rights of
\nfirst refusal of the Preferred Stock Holders are terminated.<\/p>\n
5. GENERAL PROVISIONS.<\/p>\n
5.1 Notices. All notices hereunder shall be in writing and shall be
\ngiven by (i) certified or registered mail, return receipt requested, (ii) hand
\ndelivery, or (iii) nationally recognized overnight courier service; a notice
\nshall be deemed to have been given (a) when delivered by hand, (b) three days
\nafter mailing, in the case of certified or registered mail, and (c) one
\nbusiness day after being forwarded to a nationally recognized overnight courier
\nservice for overnight delivery; in each case correctly addressed to such party
\nat its address set forth below or such other address as such party may specify
\nby notice to the other parties hereto:<\/p>\n
(a) if to the Company, at 6340 N.W. 5th Way, Fort Lauderdale,
\nFlorida 33309, Attention: President; and<\/p>\n
(b) if to CBS Sports, at 51 West 52nd Street, New York, New York
\n10019, Attention: President.<\/p>\n
5.2 Entire Agreement. This Agreement, together with all the Exhibits
\nhereto, constitutes and contains the entire agreement and understanding of the
\nparties with respect to the subject matter hereof and supersedes any and all
\nprior negotiations, correspondence, agreements, understandings, duties or
\nobligations between the parties respecting the subject matter hereof.<\/p>\n
5.3 Governing Law. This Agreement shall be governed by and construed
\nexclusively in accordance with the internal laws of the State of Delaware as
\napplied to agreements among Delaware residents entered into and to be performed
\nentirely within Delaware, excluding that body of law relating to conflict of
\nlaws and choice of law.<\/p>\n
5.4 Severability. If one or more provisions of this Agreement are held
\nto be unenforceable under applicable law, then such provision(s) shall be
\nexcluded from this Agreement and the balance of this Agreement shall be
\ninterpreted as if such provision(s) were so excluded and shall be enforceable
\nin accordance with its terms.<\/p>\n
5.5 Third Parties. Nothing in this Agreement, express or implied, is
\nintended to confer upon any person, other than the parties hereto and their
\nsuccessors and assigns, any rights or remedies under or by reason of this
\nAgreement.<\/p>\n
5.6 Successors And Assigns. Subject to the provisions of Section 4.1,
\nthe provisions of this Agreement shall inure to the benefit of, and shall be
\nbinding upon, the successors and permitted assigns of the parties hereto.<\/p>\n
5.7 Captions. The captions to sections of this Agreement have been
\ninserted for identification and reference purposes only and shall not be used
\nto construe or interpret this Agreement.<\/p>\n
11<\/p>\n
69<\/p>\n
5.8 Counterparts. This Agreement may be executed in counterparts, each
\nof which shall be deemed an original, but all of which together shall
\nconstitute one and the same instrument.<\/p>\n
5.9 Costs And Attorneys’ Fees. In the event that any action, suit or
\nother proceeding is instituted concerning or arising out of this Agreement or
\nany transaction contemplated hereunder, the prevailing party shall recover all
\nof such party’s costs and attorneys’ fees incurred in each such action, suit
\nor other proceeding, including any and all appeals or petitions therefrom.<\/p>\n
5.10 Adjustments for Stocks Splits, Etc. Wherever in this Agreement
\nthere is a reference to a specific number of shares of Common Stock of any
\nclass or series, then, upon the occurrence of any subdivision, combination or
\nstock dividend of such class or series of stock, the specific number of shares
\nso referenced in this Agreement shall automatically be proportionally adjusted
\nto reflect the affect on the outstanding shares of such class or series of
\nstock by such subdivision, combination or stock dividend.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this
\nCBS\/SportsLine Stockholder Agreement as of the date and year first above
\nwritten.<\/p>\n
SPORTSLINE USA, INC.<\/p>\n
By: _________________________________
\nTitle: President<\/p>\n
CBS INC.<\/p>\n
By: _________________________________
\nTitle:<\/p>\n
12<\/p>\n
70<\/p>\n
EXHIBIT K<\/p>\n
CBS SPORTS INTERNET COMMITMENTS
\n ——————————-<\/p>\n
College Basketball<\/p>\n
Intel: College BB Trivia Quiz (1997)<\/p>\n
Pepsi: Virtual Press Room (1997)<\/p>\n
Enterprise
\n Rent-A-Car: Pick Sixteen (1997)<\/p>\n
Philips: Tournament Challenge (1997)<\/p>\n
Golf<\/p>\n
Taylor Made: CBS Golf Page Sponsorship
\n April 1st – May 15th, 1997<\/p>\n
Cobra: Golf Page Sponsorship
\n May 19th – June 29th, 1997<\/p>\n
Auto Racing<\/p>\n
Anheuser-Busch: The exclusive alcoholic beverage and non-alcoholic
\n malt beverage sponsor of the CBS NASCAR Page on the
\n CBS Web site for all current NASCAR races promoted
\n on the World Wide Web for 1997 & 1998, with the
\n right of first refusal in 1999. Additionally, CBS
\n has done a promotion with AB around the Miami 300
\n each year which has an Internet component.<\/p>\n
EconoLodge: NASCAR participation through 1997 on CBS Web Page.<\/p>\n
Tennis<\/p>\n
American Express: A presence on the CBS US Open Tennis Internet Site
\n with credit card exclusivity. Commitment; four years
\n firm.<\/p>\n
-52-<\/p>\n
71<\/p>\n
EXHIBIT L<\/p>\n
NEW SIGNATURE EVENTS
\n ——————–<\/p>\n
1. Indy 500<\/p>\n
2. Kentucky Derby<\/p>\n
3. Belmont Stakes<\/p>\n
4. Preakness Stakes<\/p>\n
5. Triple Crown or any<\/p>\n
6. World Cup<\/p>\n
7. NCAA Football Playoffs or Championship<\/p>\n
8. Wimbledon<\/p>\n
9. US Open Golf Tournament<\/p>\n
10. British Open Golf Tournament<\/p>\n
11. Any Professional Sports post-season event<\/p>\n
-53-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9613,9616],"class_list":["post-42054","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42054","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42054"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42054"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42054"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42054"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}