Exhibit 4
December 21, 1999
Internet Sports Network, Inc.
000 Xxxxxxxx Xxxxxx X.
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0XX
Attention: Xxxxxx XxXxxxxxxxx
President and CEO
Gentlemen:
Reference is made to the Promotion Agreement (the "Promotion
Agreement"), dated December 21, 1999 by and between XxxxxxXxxx.xxx, Inc.
("SPLN") and Internet Sports Network, Inc. ("ISN"). All capitalized terms herein
are as defined in the Promotion Agreement. In order to induce ISN to enter into
the Purchase Agreement the parties hereto agree to supplement the Promotion
Agreement as follows:
1) Reference is made to Section 7(a) of the Promotion Agreement,
which provides that ISN will make annual Promotional Fee Cash
Payments during the Term of the Promotion Agreement and
transfer 4,098,742 Company Shares to SPLN as consideration for
SPLN's promotion of ISN.
2) Notwithstanding anything to the contrary contained in the
Promotion Agreement, in the event that the Promotion Agreement
is terminated by SPLN pursuant to Section 19(c) of the
Promotion Agreement, (i) SPLN shall within ninety (90) days
after such termination refund a portion of the Promotional Fee
Cash Payment in respect of the year of Term in which such
termination occurs determined by multiplying such cash payment
by a fraction, the numerator of which is the actual number of
days remaining in such year of Term after the date of such
termination, and the denominator of which is 365 and (ii) ISN
shall have the right, during the three (3) months immediately
following such termination, to repurchase a portion of the
shares of Common Stock issued pursuant to Section 7(a)(ii) of
the Promotion Agreement determined by multiplying the total
number of such shares so issued by a fraction, the numerator
of which is the number of months (or a fraction of a month) in
the period commencing on the date that the notice referred to
below is given and ending on the sixth anniversary of the
Effective Date, and the denominator of which is 72, at a cash
purchase price per share equal to the greater of (x) $2.90 and
(y) the Fair Market Value of such shares on the third trading
day prior to the date ISN gives written notice to SPLN of its
election to purchase such shares which written notice shall,
in any event, be given not less than thirty (30) days prior to
the date such repurchase is to be consummated.
3) For purposes of this Letter Agreement, "Fair Market Value" of
the shares of Common Stock means the average of the closing
prices of such share's sales on all securities exchanges on
which such shares may at the time be listed or as reported on
the NASDAQ National Market, or, if there have been no sales on
any such exchange or reported on the NASDAQ National Market on
any day, the average of the highest bid and lowest asked
prices on all such exchanges or reported at the end of such
day, or, if on any day such shares are not so listed or
included in the NASDAQ National Market, the average of the
representative bid and asked prices quoted in the NASDAQ Stock
Market as of 4:00 P.M., New York time, or, if on any day such
shares are not quoted in the NASDAQ Stock Market, the average
of the highest bid and lowest asked prices on such day in the
domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor
organization, in each such case averaged over a period of
twenty one (21) days consisting of the day as of which "Fair
Market Value" is being determined and the twenty (20)
consecutive business days prior to such day. If at any time
such shares are not listed on any securities exchange or
quoted in the NASDAQ National Market, the NASDAQ Stock Market
or the over-the-counter market, the "Fair Market Value"
shall be determined in good faith by the Board of Directors of
ISN and such determination shall be delivered in writing to
SPLN. In the event that SPLN disputes such determination of
Fair Market Value, SPLN shall so inform ISN in writing within
ten (10) days after receipt of the ISN's determination and ISN
and SPLN shall negotiate in good faith to determine a mutually
acceptable Fair Market Value. If such parties are unable to
reach agreement within thirty (30) days after SPLN has given
ISN written notice of its dispute, the Fair Market Value of
such shares shall be determined by an independent appraiser
experienced in valuing securities jointly selected by ISN and
SPLN. The determination of such appraiser shall be final and
binding upon the parties, and the fees and expenses of such
appraiser shall be borne by ISN.
This letter agreement shall be governed by the laws of the State of
Florida without regard to the principles of conflict of laws thereof.
If the foregoing appropriately sets forth our mutual understanding with
regard to this matter, please execute this letter in the place provided below,
whereupon this letter shall constitute a binding agreement between the parties
hereto.
Very truly yours,
XxxxxxXxxx.xxx, Inc.
By: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
President
Accepted and agreed to as of the date first above written:
Internet Sports Network, Inc.
By: /s/ Xxxxxx XxXxxxxxxxx
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Xxxxxx XxXxxxxxxxx
Chairman & CEO
