AMENDMENT TO ADVERTISING REPRESENTATION AGREEMENT
Exhibit
10.12
AMENDMENT
TO ADVERTISING REPRESENTATION AGREEMENT
This AMENDMENT TO ADVERTISING
REPRESENTATION AGREEMENT (this “Amendment”) is entered into as of November 12,
2008 by and between GoFish Corporation (“GoFish”), a Nevada corporation, and
Miniclip Limited, a company registered in the United Kingdom with company number
04150754 (“Company”). All capitalized terms not otherwise defined herein shall
have the meaning ascribed to such term in the Agreement (as defined
below).
WHEREAS,
GoFish and Company are parties to an Advertising Representation Agreement dated
December 10, 2007 (the “Agreement”), pursuant to which GoFish has the exclusive
right to arrange, negotiate and sell Advertising on the Company Site in the
Territory;
WHEREAS,
Company and GoFish desire to extend the Term of the Agreement and have agreed to
such other changes to the terms and conditions of the Agreement as are contained
in this Amendment.
NOW,
THEREFORE, the parties agree as follows:
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1.
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Term. Section
2.1 will be amended, in its entirety, to read as
follows:
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“2.1 Term. The
initial term shall begin on the Effective Date and end on December 31, 2008 (the
“Initial Term”) unless terminated earlier in accordance with the provisions of
this Section 2. After the Initial Term, the Term shall automatically renew for
one successive one-year period, unless terminated earlier in accordance with the
provisions of this Section 2 (“Subsequent Term,” and collectively with the
Initial Term, “Term”).
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2.
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[****THIS
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.]
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3.
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Payment Terms.
In Section 3.3.1, the term “forty-five (45) days” shall be replaced with
“sixty (60) days.”
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4.
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Accounting
Statement. The following shall be added to the end of Section
3.4:
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“If, at
the end of any calendar quarter, GF has less than [****THIS CONFIDENTIAL PORTION
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] in cash and cash
equivalents, then: (i) the accounting statements will include the following
financial metrics of GF: cash and cash equivalents, cash inflows and cash
expenditures, and (ii) the audit rights in this Section 3.4 shall increase to
three times per calendar year and shall include those separate
books, records and accounts kept by GF and to be supplied with such additional
information, including monthly management accounts and operating statistics and
other trading and financial information reasonably necessary to determine GF’s
financial condition, in such form as MC may reasonably require to keep it
properly informed about the financial condition of GF; provided, however, that
GF shall not be required to provide MC with confidential information of third
parties.”
GF shall
provide such statements to MC no later than fifteen calendar days following the
end of the month to which the statement relates.”
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5.
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[****THIS
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.]
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6.
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Letter of
Credit. The following shall be added to the end of Section
3.6.2.
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“Upon
completion of a debt or equity financing of at least [****THIS CONFIDENTIAL
PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.], this
Section 3.6.2 and Section 3.6.3 shall be void and of no further force and effect
and all of GF’s obligations related to Letters of Credit and MC’s rights related
to security interests shall terminate.
For the
avoidance of doubt, if debt or equity financing totalling no less than [****THIS
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.]
is not received by 31 December 2008, then the terms of Section 3.6.2 and 3.6.3
shall remain in full effect. In that case, references to Schedule E in Sections
3.6.2 and 3.6.3 shall be replaced with references to Annex A.”
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7.
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Costs. The
following shall be added to the end of Section
4.2:
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“All such
costs related to the development and implementation of creative work and costs
for the development of advergames shall be paid for by MC; provided, however,
that, prior to the sale of any Advertising involving custom development, GF
shall get prior approval from MC by giving notice to MC of such pending sale and
the price to be paid for such custom Advertising including any guaranteed game
plays. In addition, GF shall clearly state on the monthly reports the price paid
for advergames.”
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8.
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Schedule
E of the Agreement is hereby deleted and replaced, in its entirety, with
Annex A, attached hereto.
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9.
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Except
as amended hereby, the Agreement remains unchanged and in full force and
effect and is hereby ratified and
confirmed.
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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written.
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GOFISH
CORPORATION
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MINICLIP
LIMITED
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By:
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/s/ Xxxxxxx Xxxxxx
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By:
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/s/ Xxx Xxxxx
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Name: Xxxxxxx
Xxxxxx
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Name:
Xxx Xxxxx
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Title: President
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Title:
CEO
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2
ANNEX
A
Schedule
E
[****THIS
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.]
