Total Sports Inc Sample Contracts

Total Sports Inc – Underwriting Agreement (February 23rd, 2000)

EXHIBIT 1.1 TOTAL SPORTS INC. Shares of Common Stock Underwriting Agreement , 2000 J.P. Morgan Securities Inc. Hambrecht & Quist LLC U.S. Bancorp Piper Jaffray Inc. Allen & Company Incorporated As Representatives of several Underwriters listed in Schedule I hereto c/o J.P. Morgan Securities Inc. 60 Wall Street New York, New York 10260 Ladies and Gentlemen: Total Sports Inc., a Delaware corporation (the "Company"), proposes to ------- issue and sell to the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the ------------- "Representatives"), an aggregate of shares (the "Underwritten ----------------

Total Sports Inc – EMPLOYMENT AGREEMENT (February 23rd, 2000)

EXHIBIT 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of this 9th day of December 1999 (the "Agreement") by and between Total Sports Inc. ("Employer" or the "Company") and Marie Hasnain ("Executive"). RECITALS WHEREAS, Both the Company and Executive desire to continue their employment relationship and are willing to do so upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, IT IS HEREBY AGREED AS FOLLOWS: AGREEMENT 1. Employment. Subject to and upon the terms and conditions herein ---------- provided, the Employ

Total Sports Inc – EMPLOYMENT AGREEMENT (February 23rd, 2000)

EXHIBIT 10.21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of this 18th day of June 1999 (the "Agreement") by and between Total Sports Inc. ("Employer" or the "Company") and Petra Weishaupt ("Executive"). RECITALS WHEREAS, Both the Company and Executive desire to continue their employment relationship and are willing to do so upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, IT IS HEREBY AGREED AS FOLLOWS: AGREEMENT 1. Employment. Subject to and upon the terms and conditions ---------- herein provided,

Total Sports Inc – COMMON STOCK PURCHASE WARRANT (January 11th, 2000)

EXHIBIT 10.14 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO TRANSFER RESTRICTIONS, OBLIGATIONS AND OTHER CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED SHAREHOLDER AGREEMENT DATED AS OF JUNE 2, 1997, AND AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND ITS SHAREHOLDERS. No. W-__ COMMON STOCK PURCHASE WARRANT To Subscribe for and Purchase Common Stock of TOTAL LTD. THIS CERTIFIES that, for value received, [__

Total Sports Inc – Re: NBC Sports/Total Sports Joint Venture (January 11th, 2000)

EXHIBIT 10.6 November 11, 1999 Frank Daniels III Chief Executive Officer Total Sports Inc. 234 Fayetteville Street, 2nd Floor Raleigh, North Carolina 27601 Re: NBC Sports/Total Sports Joint Venture Dear Mr. Daniels: This letter sets forth the agreement between NBC Sports, a division of National Broadcasting Company, Inc., a Delaware corporation ("NBC Sports"), and Total Sports Inc., a Delaware corporation ("Total Sports"), with respect to a transaction whereby NBC Sports will receive certain equity in Total Sports in exchange for a package of on-air promotion and marketing of Total Sports' real- time live graphic representations of sporting events conducted in the U.S., with such representations delivered via the Internet (specifically excluding streaming video, audio and interactive television) ("Representational Events Coverage"), as described in greater detail in Section 1 below. The

Total Sports Inc – STOCK PURCHASE WARRANT (January 11th, 2000)

EXHIBIT 10.16 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IN NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED. TOTAL SPORTS INC. STOCK PURCHASE WARRANT No. W-____

Total Sports Inc – ======================================= INVESTOR RIGHTS AGREEMENT ======================================= (January 11th, 2000)

EXHIBIT 10.13 TOTAL SPORTS INC. ======================================= INVESTOR RIGHTS AGREEMENT ======================================= November 12, 1999 TOTAL SPORTS INC. ==================================== INVESTOR RIGHTS AGREEMENT ==================================== TABLE OF CONTENTS Page ---- SECTION 1. RESTRICTIONS ON TRANSFER............................................. 2

Total Sports Inc – MLBE/TOTAL SPORTS TOTALCAST AGREEMENT - 1999-2001 (January 11th, 2000)

EXHIBIT 10.8 MLBE/TOTAL SPORTS TOTALCAST AGREEMENT - 1999-2001 ------------------------------------------------- This agreement ("Agreement"), dated as of April 1, 1999 (the "Effective Date"), is by and between Major League Baseball Enterprises, Inc. ("MLBE"), on its behalf and as agent for the Office of Commissioner of Baseball (the "BOC"), the MAJOR LEAGUE BASEBALL Clubs (the "Clubs"), the American and National Leagues of Professional Baseball Clubs (the "Leagues"), and MAJOR LEAGUE BASEBALL Properties, Inc. ("MLBP") (MLBE together with the BOC, the Clubs, the Leagues, and MLBP, are referred to herein as the "MAJOR LEAGUE BASEBALL Entities"), and Total Sports Inc. ("Total Sports") (Total Sports together with MLBE are referred to herein as the "Parties"). WHEREAS, the Parties agree that the BOC and the Clubs own all rights in the Games (as defined below); WHER

Total Sports Inc – SERIES B PREFERRED STOCK PURCHASE WARRANT (January 11th, 2000)

EXHIBIT 10.15 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITY ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO TRANSFER RESTRICTIONS, OBLIGATIONS AND OTHER CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT DATED AS OF NOVEMBER 4, 1997, AND AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND ITS SHAREHOLDERS. NO. WB-__ SERIES B PREFERRED STOCK PURCHASE WARRANT To Subscribe for and Purchase Series B Preferred Stock of TOTAL SPORTS INC. THIS CERTIFIES tha

Total Sports Inc – WEB SITE AND CYBERCASTING AGREEMENT (January 11th, 2000)

EXHIBIT 10.7 WEB SITE AND CYBERCASTING AGREEMENT THIS WEB SITE AND CYBERCASTING AGREEMENT ("Agreement") is made effective as of February 15,1998 by and between HOST COMMUNICATIONS, INC., a Kentucky corporation ("HCI") having an address at 546 East Main Street, Lexington, Kentucky 40508 and the TOTAL COLLEGE COMMUNICATIONS COMPANY, L.L.C., a Kentucky limited liability company ("TC/3/") having an address at 133 Fayetteville Street, Sixth Floor, Raleigh, North Carolina 27601. WHEREAS, the NCAA has granted HCI the exclusive rights to promote certain NCAA Championships using Cybercasts and a Web Site accessible over the Internet under a License dated of even date herewith (the "License"); and WHEREAS, TC/3/, as an independent contractor, desires to create a Web Site for HCI in order to provide access to certain NCAA Championships through the Internet; and WHEREAS, TC/3/ desi

Total Sports Inc – ADVERTISING SALES REPRESENTATION AGREEMENT (January 11th, 2000)

EXHIBIT 10.9 ADVERTISING SALES REPRESENTATION AGREEMENT This ADVERTISING SALES REPRESENTATION AGREEMENT (the "Agreement") is made effective the 1/st/ day of January 1999 by and between Total Sports Inc., a Delaware corporation with offices at 234 Fayetteville Street, 2/nd/ Floor, Raleigh, North Carolina 27601 (hereinafter referred to as "TOTAL"), and Golf.Com L.L.C., a Delaware limited liability company with offices at 234 Fayetteville Street, 2/nd/ Floor, Raleigh, North Carolina 27601 (hereinafter referred to as "GOLF"). 1. APPOINTMENT. GOLF hereby appoints TOTAL as its worldwide, exclusive advertising sales representative to sell all on-line advertising and sponsorship (collectively, the "Advertisements") for the Web Site (as defined below) and any related publications or materials produced by GOLF, subject in each case to the exceptions set forth on Schedule A. For th

Total Sports Inc – COMMON STOCK PURCHASE WARRANT (January 11th, 2000)

EXHIBIT 10.17 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVETHIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, ACTING REASONABLY, THAT SUCH REGISTRATION IN NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

Total Sports Inc – MARKETING AND DISTRIBUTION AGREEMENT (January 11th, 2000)

Exhibit 10.10 MARKETING AND DISTRIBUTION AGREEMENT THIS AGREEMENT is made on January 1, 1999 between PUBLISHERS GROUP WEST INCORPORATED, a California corporation, with principal place of business located at 1700 Fourth Street, Berkeley, Ca 94710 ("PGW"), as the purchaser, and TOTAL SPORTS INCORPORATED with principal place of business located 133 Fayetteville Street Mall, 6th Floor, Raleigh, NC 27601 (the "PUBLISHER"), as the seller. RECITALS PUBLISHER is in the business of publishing books, and may in the future publish audio products, multimedia CD-ROMs and software, and calendars (collectively "PRODUCTS"). This agreement excludes PRODUCTS produced by PUBLISHER and licensed to a 3rd party. PGW is in the business of obtaining such products for the purposes of soliciting the sale thereof

Total Sports Inc – RESTATED CERTIFICATE OF INCORPORATION (January 11th, 2000)

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF TOTAL SPORTS INC. TOTAL SPORTS INC., a corporation organized and existing under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: FIRST: The original Certificate of Incorporation of Total Sports Inc. was filed with the Secretary of State of Delaware on March 29, 1998. SECOND: The Restated Certificate of Incorporation in the form attached hereto as Exhibit A has been duly adopted in accordance with the provisions of --------- Sections 245 and 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of Total Sports Inc. THIRD: The Restated Certificate of Incorporation so adopted reads in full as set forth in Exhibit A attached hereto and is incorporated herein by

Total Sports Inc – SERIES D1 PREFERRED STOCK PURCHASE WARRANT (January 11th, 2000)

EXHIBIT 10.18 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, ACTING REASONABLY, THAT SUCH REGISTRATION IN NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED. TOTAL SPORTS INC. SERIES D1 PREFERRED STOCK

Total Sports Inc – FORM OF INDEMNIFICATION AGREEMENT (January 11th, 2000)

EXHIBIT 10.19 FORM OF INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of November ____, 1999 between Total Sports Inc., a Delaware corporation ("the Company"), and ________________ ("Indemnitee"). WITNESSETH THAT: WHEREAS, Indemnitee performs a valuable service for the Company; and WHEREAS, the Board of Directors of the Company has adopted Bylaws (the "Bylaws") providing for the indemnification of the officers and directors of the Company to the maximum extent authorized by Section 145 of the Delaware General Corporation Law, as amended ("Law"); and WHEREAS, the Bylaws and the Law, by their nonexclusive nature, permit contracts between the Company and the officers or directors of the Company with respect to indemnification of such officers or directors; and WHEREAS, in accordance with the a

Total Sports Inc – NONCOMPETITION, NONDISCLOSURE AND INVENTIONS AGREEMENT (November 12th, 1999)

EXHIBIT 10.4 NONCOMPETITION, NONDISCLOSURE AND INVENTIONS AGREEMENT The undersigned, in consideration of and as a condition of my employment with Total, Ltd., a North Carolina corporation (the "Company"), does hereby agree with the Company as follows: 1. During the period of my full time employment by the Company, I will devote my full time and best efforts to the business of the Company and I agree that I will not, directly or indirectly, alone or as a partner, officer, director, employee, consultant, agent, independent contractor or shareholder of any company or business organization, engage in any business activity which is directly or indirectly in competition with the products and services being developed, manufactured, marketed, sold or otherwise provided by the Company or which is directly or indirectly detrimental to the business of the Company; provided, however, that the record o

Total Sports Inc – 1997 STOCK PLAN (November 12th, 1999)

EXHIBIT 10.1 1997 STOCK PLAN --------------- 1. Purpose. This 1997 Stock Plan (the "Plan") is intended to provide ------- incentives: (a) to employees of Total Sports, Inc. (the "Company"), or its parent (if any) or any of its present or future subsidiaries (collectively, "Related Corporations"), by providing them with opportunities to purchase Common Stock (as defined below) of the Company pursuant to options granted hereunder that qualify as "incentive stock options" ("ISOs") under Section 422 of the Internal Revenue Code of 1986, as amended, or any successor statute (the "Code"); (b) to directors, employees and consultants of the Company and Related Corporations by providing them with opportunities to purchase Common Stock (as defined below) of the Company pursuant to options granted hereunder that do not q

Total Sports Inc – NONCOMPETITION, NONDISCLOSURE AND INVENTIONS AGREEMENT (November 12th, 1999)

EXHIBIT 10.3 NONCOMPETITION, NONDISCLOSURE AND INVENTIONS AGREEMENT The undersigned, in consideration of and as a condition of my employment (including my position as Chief Executive Officer or other officer) with Total, Ltd., a North Carolina corporation (the "Company"), does hereby agree with the Company as follows: 1. During the period of my employment by the Company, I will devote at least five (5) business days per month and my best efforts to the business of the Company, and I agree that I will not, directly or indirectly, alone or as a partner, officer, director, employee, consultant, agent, independent contractor or shareholder of any company or business organization, engage in any other business activity directed to the creation, storage, distribution, marketing or sales/licensing of sports-related information in any media (the "Protected Business"); provided, however, that the re

Total Sports Inc – EMPLOYMENT AND NONCOMPETITION AGREEMENT (November 12th, 1999)

EXHIBIT 10.2 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS AGREEMENT is made and entered into as of this 31st day of March 1997 by and between Total Ltd. ("Employer") and John Thorn ("Employee"). RECITALS A. Pursuant to an Agreement of Merger and Plan of Reorganization dated as of March 31, 1997 by and among Employer, Sports Extra Acquisition Corporation ("SEI Acquisition"), Sports Extra, Inc. ("SEI") and the stockholders of SEI, including Employee (the "Merger Agreement"), Employer and SEI combined their operations through a merger of SEI into SEI Acquisition, a wholly owned subsidiary of Employer B. Prior to the Merger, Employee was an executive officer actively involved in the operation of SEI's business based in Westport, Connecticut (the "Business"). C. In order to ensure a smooth transition of operational responsibility for