Exhibit 10.37
June 16, 1998
iName, Inc.
00 Xxxxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
RE: Agreement between CNET: The Computer Network ("CNET") and GlobeComm, Inc.,
which is now known as iName ("iName"), dated as of May 13, 1998 (the
"Agreement")
Dear Xxxxx:
As we have discussed, CNET and National Broadcasting Company, Inc. ("NBC") have
agreed to form a separate joint venture entity to operate the Snap! Internet
portal service ("Snap"), which is currently operated as a division of CNET.
Initially, the joint venture will be owned 81% by CNET and 19% by NBC
Multimedia, Inc., which is wholly-owned subsidiary of NBC, but NBC will have an
option to acquire majority ownership of the joint venture. Needless to say, we
are excited about our partnership with NBC and about the prospects for Snap
under its new ownership.
Legally, our transaction with NBC will involve the creation of a limited
liability company, Snap! LLC (the "LLC"), and a contribution of Snap assets from
CNET into the LLC. This transaction is expected to close on or around June 30,
1998 (the "Closing"). Because our Agreement with iName (which is referenced
above) relates both to Snap assets and to CNET assets that are not related to
Snap, it will be necessary to amend the Agreement in connection with the
Closing.
Accordingly, iName, CNET and the LLC hereby agree to amend the Agreement as set
forth below, effective upon the Closing. Capitalized terms used in this letter
that are not otherwise defined have the meanings given to such terms in the
Agreement.
1. The LLC will become a party to the Agreement, and references in the
Agreement to "CNET" will be deemed to refer to CNET and/or the LLC, as
appropriate based on their respective operations. Each of CNET and the LLC
will be severally liable for the obligations of "CNET" under the Agreement
to the extent applicable to their respective sites. For ease of
administration, the LLC will make all decisions and elections on behalf of
both CNET and the LLC, and iName may relay on any notice received from the
LLC, which will be binding on both CNET and the LLC.
2. Each User who first accesses XXXXX.XXX through a link from any CNET Site
other than Snap will be tagged (using a method mutually agreeable to the
LLC and iName) as a "CNET User," and each User who first enters XXXXX.XXX
through a link from any version of Snap will be tagged as a "Snap User."
3. Earned Shares of Common Stock issued pursuant to Section 6.1 of the
Agreement with respect to any month will be allocated between CNET and the
LLC based on the ratio of (a) CNET Users who subscribe to the XXXXX.XXX
service during such month to (b) Snap Users who subscribe to the XXXXX.XXX
service during such month.
4. Payments under Section 6.3.6 of the Agreement with respect to Profits from
Excess Users during any month will be allocated between CNET and the LLC
based on the ratio of (a) the Profit earned during such month from Excess
Users who are CNET Users to (b) the Profit earned during such month from
Excess Users who are Snap Users.
June 16, 1998
Page 2
5. The option to purchase up to 750,000 additional shares of Common Stock
described in Section 6.4 of the Agreement will be allocated between CNET
and the LLC based on the ratio of (a) the number of CNET Users who are
among the first 4,000,000 Users to subscribe to the XXXXX.XXX service to
(b) the number of Snap Users who are among the first 4,000,000 Users to
subscribe to the XXXXX.XXX service, calculated as of the date of exercise
of such option
6. This letter constitutes an amendment to the Agreement to the extent
necessary to effectuate the foregoing. Except as otherwise expressly
provided in this letter, the Agreement will remain in full force and effect
in accordance with its terms.
The parties acknowledge and agree that it will be advisable to negotiate two
separate agreements, one between iName and CNET and the other between iName and
the LLC, as soon as reasonably practicable following the Closing, and the
parties agree to negotiate reasonably and in good faith with respect to such
agreements. The two new agreements will replace the existing Agreement (as
amended hereby) and will preserve the material business relationship
contemplated by the Agreement, while addressing in more detail the specific
allocation of rights and obligations (including without limitation termination
rights and obligations) between CNET and the LLC, as appropriate to reflect
their respective business operations and interests in subject matter of the
Agreement
Please sign this letter in the space provided below to indicate your agreement
with the foregoing and fax a copy of the signed letter to me at (000) 000-0000.
If you have any question, please do not hesitate to contact me at (415)
000-0000, extension 4144. We look forward to our continued business
relationship.
Very truly yours,
CNET, INC.
By:
------------------------------
Xxx Xxxxxxx,
General Manager, Snap!
SNAP! LLC
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
Consented and Agreed:
GLOBECOMM, INC.
By: /s/ X. Xxxxxx
------------------------------
Name: X. Xxxxxx
Title: Chairman
Date: 6/18/98
