EXHIBIT 10.6
HEADS OF AGREEMENT FOR INTERNATIONAL AGREEMENT
BETWEEN XXXXXXXXXXX X. XXXXXXXX AND XXXXX X. XXXXXX
AND DIGITAL RIVER, INC.
The undersigned parties agree to the following:
Digital River Inc. ("DR") is engaged in the business of electronic distribution
of mass market computer software products by means of encryption/decryption
technology.
DR wishes to establish an international operation.
Xxxxxxxxxxx X. Xxxxxxxx ("CJS") and Xxxxx X. Xxxxxx ("DAT") agree to enter into
an International Agreement with DR to establish and oversee the international
operations of Digital River, Inc. ("DRI") for a term of three years. DAT will
devote the time to this that is consistent with his other duties.
In accordance with the Stock Subscription Warrant of even date between the
parties, DR agrees to issue immediately to each of CJS and DAT warrants to
purchase 150,000 shares of common stock of DR at an exercise price of $2.00 per
share in lieu of any other consideration.
DR, CJS and DAT agree to negotiate promptly in good faith an International
Agreement for DRI in terms substantially in accordance with the following:
Terms of International Agreement: DT will enter into an agreement with CJS
and DAT to have CJS and DAT oversee the
establishment and running of a DR
international operation ("DRI") to be
based in the UK. The operations of DRI
will be aimed at the European, Middle
East and African (EMEA) markets. CJS
and DAT will be responsible for
overseeing all aspects of establishing
the DRI entity, upon approval from DR
including set-up of a legal entity in
the UK, staffing, securing office space,
etc. On an ongoing basis, CJS and DAT
will be responsible for overseeing the
day to day operations of DRI as well as
the ultimate performance of DRI.
DRI operational aspects: DRI will be funded initially by DR at
$1,000,000 based on the initial budget
to be approved between DR, CJS and DAT.
DRI will submit budgets to DR for
approval and will be required to have DR
approval for large variances from the
agreed upon budget levels. CJS and DAT
will establish longer-range operational
goals for submission to DR. These goals
and programs toward them will be the
basis for further investment in DRI by
DR.
DR agrees to nominate CJS to be elected to the Board of Directors of XX. Xxxx
Xxxxxxx and Tech Squared, Inc. agree to vote their shares in favour of this
nominee so long as CJS and DAT collectively own at least 50% of the shares owned
by them as of the date hereof.
DR agrees that said Director will be provided with all financial information
distributed to the Board of Directors which includes but is not limited to
monthly financial statements and budgets.
Dated: February 25, 1998
DIGITAL RIVER, INC.
/s/Xxxx Xxxxxxx /s/Xxxxxxxxxxx X. Xxxxxxxx
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Xxxx Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx
President
/s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/Xxxx Xxxxxxx
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Xxxx Xxxxxxx
CEO
2.
