0001104659-04-032694.txt : 20041029 0001104659-04-032694.hdr.sgml : 20041029 20041029165936 ACCESSION NUMBER: 0001104659-04-032694 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041029 GROUP MEMBERS: ALAN E. SALZMAN GROUP MEMBERS: VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C. GROUP MEMBERS: VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P. GROUP MEMBERS: VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P. GROUP MEMBERS: VANTAGEPOINT VENTURE PARTNERS IV, L.P. GROUP MEMBERS: VP ALPHA HOLDINGS IV, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Intermix Media, Inc. CENTRAL INDEX KEY: 0001088244 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 061556248 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57811 FILM NUMBER: 041107085 BUSINESS ADDRESS: STREET 1: 6060 CENTER DRIVE, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 3102151001 MAIL ADDRESS: STREET 1: 6060 CENTER DRIVE, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: EUNIVERSE INC DATE OF NAME CHANGE: 19990608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARVER JAMES D CENTRAL INDEX KEY: 0001098347 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 BAYHILL DR STREET 2: STE 100 CITY: SAN BRUNO STATE: CA ZIP: 94066 BUSINESS PHONE: 6508663100 MAIL ADDRESS: STREET 1: 1001 BAYHILL DR STREET 2: STE 100 CITY: SAN BRUNO STATE: CA ZIP: 94066 SC 13D/A 1 a04-12075_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549



	SCHEDULE 13D (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Intermix Media, Inc. (formerly eUniverse, Inc.)

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

298 412 10 7

(CUSIP Number)

Kiril Dobrovolsky
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 298 412 10 7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) VP ALPHA HOLDINGS IV, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 11,772,306

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 11,772,306

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,772,306

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 31.25%**

	14.	Type of Reporting Person (See Instructions) OO

** Based on 37,667,306 shares deemed outstanding, including: (i) 1,750,000 shares to be issued to VP Alpha Holdings IV, LLC (“VP Alpha LLC”) upon full conversion of the Series B Convertible Preferred Stock owned by VP Alpha LLC (ii) 5,722,306 shares to be issued to VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (together, the “Funds”) upon full conversion of the Series C Convertible Preferred Stock owned by the Funds (iii) 1,250,000 shares to be issued to VP Alpha LLC upon full conversion of the Series C-1 Convertible Preferred Stock held by VP Alpha LLC as described herein, and (iv) 3,050,000 shares of Common Stock owned by VP Alpha LLC. There are 28,945,000 shares of Common Stock outstanding as reported for August 12, 2004 in the Form 10-Q filed by the Issuer for the period ended June 30, 2004.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 11,772,306

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 11,772,306

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,772,306

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 31.25%**

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 11,772,306

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 11,772,306

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,772,306

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 31.25%**

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) VANTAGEPOINT VENTURE PARTNERS IV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 11,772,306

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 11,772,306

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,772,306

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 31.25%**

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 11,772,306

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 11,772,306

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,772,306

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 31.25%**

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) JAMES D. MARVER

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 11,772,306

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 11,772,306

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,772,306

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 31.25%**

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ALAN E. SALZMAN

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 11,772,306

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 11,772,306

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,772,306

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 31.25%**

	14.	Type of Reporting Person (See Instructions) OO

This Amendment No. 3 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2003 (the “Original Statement”) by (1) VP Alpha Holdings IV, L.L.C. (“VP Alpha LLC”), (2) VantagePoint Venture Associates IV, L.L.C. (“VP Associates LLC”), (3) James D. Marver and (4) Alan E. Salzman, relating to Intermix Media, Inc. (formerly eUniverse, Inc.) a Delaware corporation (the “Issuer”), Amendment No. 1 to the Original Statement, filed on October 31, 2003 (the “First Amended Statement”) and Amendment No. 2 to the Original Statement, filed on April 23, 2004 (the “Second Amended Statement”). The Second Amended Statement, as amended hereby is referred to herein as the “Third Amended Statement.”

Item 1.	Security and Issuer
This Third Amended Statement relates to the Agreement and Election to Convert Promissory Note entered into on September 30, 2004, by and between VP Alpha LLC and the Issuer (the “Election to Convert”) whereby the parties agreed to fully convert the Secured Promissory Note, dated October 31, 2003, as amended (the “New Note”) issued by the Issuer to VP Alpha LLC, and the resulting direct ownership of 1,250,000 shares of Series C-1 Preferred Stock of Issuer (the “Series C-1”) by VP Alpha LLC. The principal executive offices of the Issuer are located at 6060 Center Drive, Suite 300, Los Angeles, California 90045.

Item 2.	Identity and Background
No additions to Item 2 of the Second Amended Statement.

Item 3.	Source and Amount of Funds or Other Consideration
Item 3 of the Second Amended Statement is hereby amended and supplemented by adding the following thereto:
The aggregate consideration paid for the 1,250,000 shares of Series C-1 issued to VP Alpha LLC upon conversion of the New Note pursuant to the Election to Convert was the principal amount of the New Note or $2,500,000. The aggregate consideration payable for the 1,250,000 shares of Common Stock issuable upon conversion of the Series C-1 is zero.

Item 4.	Purpose of Transaction
Item 4 of the Second Amended Statement is hereby amended and supplemented by adding the following thereto:
On September 30, 2004, VP Alpha LLC and the Issuer entered into the Election to Convert whereby VP Alpha LLC converted the New Note into 1,250,000 shares of Series C-1.

Item 5.	Interest in Securities of the Issuer
Item 5 of the Second Amended Statement is hereby amended and supplemented as follows:
(a) and (b).
As a result of the conversion of the New Note pursuant to the Election to Convert as described in Item 3 above, each of the Reporting Persons is the beneficial owner of, and shares the power to vote, and the power to dispose of (i) 1,750,000, or approximately 91%, of the issued and outstanding shares of Series B (currently convertible into 1,750,000 shares of the Issuer's Common Stock), (ii) 5,722,306 or 100% of the issued and outstanding shares of Series C (currently convertible into 5,722,306 of the Issuer's Common Stock), (iii) 1,250,000 or 100% of the shares of Series C-1 (currently convertible into 1,250,000 shares of the Issuer's Common Stock), and (ii) 3,050,000 shares of the Issuer's Common Stock. This aggregates to 11,772,306 shares or approximately 31.25% of the deemed issued and outstanding shares of Issuer's Common Stock (based upon the full conversion to Common Stock of the Series B, Series C and Series C-1 shares deemed beneficially owned by each of the Reporting Persons and the direct ownership of 3,050,000 shares of Common Stock). There are 28,945,000 shares of Common Stock outstanding as reported for August 12, 2004 in the Form 10-Q filed by the Issuer for the period ended June 30, 2004.

(c)
None of the Reporting Persons has effected any transactions in the class of securities reported on the Second Amended Statement during the past 60 days, other than as set forth in the Second Amended Statement.
(d) and (e).
Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Second Amended Statement is hereby amended and supplemented as follows:
The Election to Convert provides for the full conversion of the New Note and the issuance of 1,250,000 shares of Series C-1 by Issuer to VP Alpha LLC.
On October 13, 2004, VantagePoint Venture Partners IV (Q) L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (together, the “Funds”) entered into an agreement with the Issuer (the “Voting Agreement”) whereby the Funds agreed that they will only vote that percentage of Series C Preferred held by them as is equal to $1.50 divided by $1.90 (approximately 78.947%), rounded down to the nearest whole share.

Item 7.	Material to Be Filed as Exhibits
The following shall be added after the last exhibit in Item 7:
19. Agreement and Election to Convert Promissory Note, dated September 30, 2004.
20. Agreement by and among VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners IV Principals Fund, L.P. and Intermix Media, Inc., executed October 13, 2004.

Signature

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2004

VP ALPHA HOLDINGS IV, L.L.C.
		VANTAGEPOINT VENTURE PARTNERS IV, L.P.
By: VantagePoint Venture Associates IV, L.L.C.		By: VantagePoint Venture Associates IV, L.L.C.
its Managing Member		Its General Partner

By:	/s/ Alan E. Salzman
Name: Alan E. Salzman,		By:	/s/ Alan E. Salzman
Managing Member		Name: Alan E. Salzman,
		Managing Member

VANTAGEPOINT VENTURE ASSOCIATES IV,
L.L.C.		VANTAGEPOINT VENTURE PARTNERS IV
		PRINCIPALS FUND, L.P.
By:	/s/ Alan E. Salzman	By: VantagePoint Venture Associates IV, L.L.C.
Name: Alan E. Salzman,		Its General Partner
Managing Member
		By:	/s/ Alan E. Salzman
		Name: Alan E. Salzman,
VANTAGEPOINT VENTURE PARTNERS IV (Q),		Managing Member
L.P.
By: VantagePoint Venture Associates IV, L.L.C.,		/s/ James D. Marver
Its General Partner		James D. Marver

By:	/s/ Alan E. Salzman	/s/ Alan E. Salzman
Name: Alan E. Salzman,		Alan E. Salzman
Managing Member

INDEX TO EXHIBITS

The following shall be added after the last exhibit in Item 7:

19. Agreement and Election to Convert Promissory Note, dated September 30, 2004.

20. Agreement by and among VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners IV Principals Fund, L.P. and Intermix Media, Inc., dated October 13, 2004.

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Amendment No. 3 to Schedule 13D to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the shares of Common Stock, par value $0.001 per share, of Intermix Media, Inc.

This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated: October 28, 2004

VP ALPHA HOLDINGS IV, L.L.C.		VANTAGEPOINT VENTURE
		PARTNERS IV, L.P.
By: VantagePoint Venture Associates IV,		By: VantagePoint Venture Associates IV,
L.L.C.		L.L.C.
its Managing Member		Its General Partner

By:	/s/ Alan E. Salzman
Name: Alan E. Salzman,		By:	/s/ Alan E. Salzman
Managing Member		Name: Alan E. Salzman,
		Managing Member

VANTAGEPOINT VENTURE
ASSOCIATES IV, L.L.C.		VANTAGEPOINT VENTURE
		PARTNERS IV PRINCIPALS FUND, L.P.
By:	/s/ Alan E. Salzman	By: VantagePoint Venture Associates IV,
Name: Alan E. Salzman,		L.L.C.
Managing Member		Its General Partner

		By:	/s/ Alan E. Salzman
VANTAGEPOINT VENTURE		Name: Alan E. Salzman,
PARTNERS IV (Q), L.P.		Managing Member
By: VantagePoint Venture Associates IV,
L.L.C.,		/s/ James D. Marver
Its General Partner		James D. Marver

By:	/s/ Alan E. Salzman	/s/ Alan E. Salzman
Name: Alan E. Salzman,		Alan E. Salzman
Managing Member

EX-19 2 a04-12075_1ex19.htm EX-19

Exhibit 19

September 30, 2004

VP Alpha Holdings IV, L.L.C.

c/o

Vantage Point Venture Partners

1001 Bayhill, Suite 300

San Bruno, CA 94066

Re: Agreement and Election to Convert Promissory Note

Dear Sirs:

Reference is hereby made to that certain Amended and Restated (Convertible) Secured Promissory Note issued to VP Alpha Holdings IV, L.L.C. (“Lender”) by Intermix Media, Inc., f/k/a eUniverse, Inc. (“Borrower”) dated as of October 31, 2003 in the principal amount of $2,500,000 (the “Note”). Lender hereby irrevocably agrees and elects to convert the Note, effective September 30, 2004 (the “Conversion Date”), into 1,250,000 shares of Borrower’s Series C-1 Preferred Stock (the “Conversion Shares”) pursuant to Section 18 of the Note. Upon surrender of the Note in accordance herewith, and in consideration of Lender’s agreement to convert the Note at this time, Borrower shall pay Lender the sum of $16,986.30 (“Forgone Interest”) representing interest that would otherwise have accrued and become payable on the Note from the Conversion Date through October 31, 2004, the stipulated Maturity Date of the Note. Simultaneous with Borrower’s payment of the Foregone Interest, Borrower shall pay Lender the amount of $50,410.96 (“Unpaid Interest”) representing the total interest due and payable on the Note through the Conversion Date. As soon as practicable after execution of this letter agreement, Lender shall surrender the Note to Borrower for cancellation, and upon receipt of the Note Borrower shall instruct its transfer agent to issue and deliver to Lender stock certificates evidencing the Conversion Shares which shall be deemed issued and outstanding as of the Conversion Date.

				Sincerely,


				/s/ Richard Rosenblatt
				Richard Rosenblatt
				Chief Executive Officer

Acknowledged and agreed:

VP Alpha Holdings IV, L.L.C.
By:		Vantage Point Venture Associates IV,
		L.L.C., its Managing Member


By:	/s/ Alan E. Salzman
		Name:	Alan E. Salzman
		Title:	Managing Member

6060 Center Dr. Suite 300 Los Angeles, CA 90045 T: 310.215.1001 F:310.258.2757 intermix.com

EX-20 3 a04-12075_1ex20.htm EX-20

Exhibit 20

AGREEMENT

THIS AGREEMENT (this “Agreement”) is made by and among Intermix Media, Inc. (f/k/a eUniverse, Inc.), a Delaware corporation (the “Company”) and the holders (the “Stockholders”) of the Company’s Series C Convertible Preferred Stock (the “Series C”) listed on the signature pages hereto.

RECITALS

WHEREAS, the Stockholders own certain shares of the Series C, purchased pursuant to the terms of that certain Series C Preferred Stock Purchase Agreement, dated as of October 31, 2003 (the “Purchase Agreement”).

WHEREAS, the Company believes that the prospects for listing and quotation of its common stock on a national exchange or quotation system would be furthered by the limitation of Series C voting rights described in this Agreement.

WHEREAS, the listing of the Company’s common stock on a national exchange or quotation system would significantly benefit all of the Company’s stockholders, including the Stockholders, by enhancing the value and liquidity of their shares and the parties therefore desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the conditions and promises herein contained and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Voting Of Series C Shares. The Stockholders hereby agree that they will only vote that percentage of Series C Preferred held by them at any time as is equal to $1.50 divided by $1.90 (approximately 78.947%), rounded down to the nearest whole share. This Section shall not apply to any common stock issued upon conversion of the Series C.

2. Representations and Warranties. The Company hereby represents and warrants to the Stockholders as follows: (a) the Company is not in breach of any of its agreements with the Stockholders or their affiliates; (b) the Company has all necessary approvals and consents necessary to execute and perform this Agreement; and (c) the Company has advised the Stockholders of all material matters associated with the Company obtaining listing and/or quotation of its common stock. Each of the Company on the one hand and each Stockholder on the other hand hereby represents and warrants to the other that (a) it is validly existing and in good standing under the laws of its state of organization, and has all requisite power and authority to enter into this Agreement and consummate the transactions contemplated hereby, (b) the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on it’s part and (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding obligation of such party enforceable against it in accordance with its terms.

3. Waivers and Amendments. Upon the written consent of the Company and the Stockholders the obligations and rights of the Company and the Stockholders under this Agreement may be waived (either generally or in a particular instance, either retroactively or

prospectively and either for a specified period of time or indefinitely) or amended. Neither this Agreement, nor any provision hereof, may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 3.

4. Notices. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be hand delivered or mailed postage prepaid by registered or certified mail or transmitted by facsimile transmission (with immediate telephonic confirmation thereafter),

(a) If to any Stockholder:

VantagePoint Venture Partners

1001 Bayhill Drive, Suite 300

San Bruno, CA 94066

Attention: General Counsel

Facsimile No.: (650) 869-6344

with a copy to:

Orrick, Herrington & Sutcliffe LLP

400 Sansome Street

San Francisco, CA 94111

Attention: Richard Harroch, Esq.

Facsimile No.: (415) 773-5759

or (b) If to the Company:

Intermix Media, Inc.

6060 Center Drive, Suite 300

Los Angeles, CA 90045

Facsimile No.: 310-215-2757

Attn: General Counsel

with a copy to:

Fulbright & Jaworski L.L.P.

865 South Figueroa St.

Los Angeles, CA 90017

Attention: J. Keith Biancamano, Esq.

Facsimile No.: (213) 680-4518

or at such other address as the Company or the Stockholders may specify by written notice to the other, and each such notice, request, consent and other communication shall for all purposes of the Agreement be treated as being effective or having been given when delivered if delivered personally, upon receipt of facsimile confirmation if transmitted by facsimile, or, if

sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and postage prepaid as aforesaid.

5. No Implied Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

6. Headings. The headings of the Sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

7. Governing Law. The internal laws, and not the laws of conflicts of California shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

8. Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement, then such dispute shall be resolved solely and exclusively by confidential binding arbitration with the San Francisco branch of JAMS (“JAMS”) to be governed by JAMS’ Commercial Rules of Arbitration in effect at the time of the commencement of the arbitration (the “JAMS Rules”) and heard before one arbitrator. The parties shall attempt to mutually select the arbitrator. In the event they are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs incurred in connection with any arbitration.

9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREE TO THE ARBITRATION PROVISION CONTAINED IN SECTION 8.

10. Indemnification. The Company agrees to protect, indemnify, defend and hold harmless each Stockholder and all of its members, affiliates, partners, and their respective directors, members, attorneys (including, without limitation, those retained in connection with the transactions contemplated by this Agreement), representatives, officers, and employees (collectively, the “Indemnitees”) from and against any and all liabilities, losses, damages or expenses (including in respect of or for attorney’s fees and other expenses) of any kind or nature and from any suits, claims or demands, causes of action, proceedings, (payable by the Company monthly in advance of being incurred if the Company is not immediately assuming satisfactory defense of the matter, in the amounts reasonably estimated by the Indemnitee to be incurred) arising on account of, relating to, in connection with, or as a result of (i) any breach of a representation or warranty of the Company contained herein, (ii) any violation by the Company, its subsidiaries or their respective officers, directors and employees of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable rule, regulation or law arising on account of, relating to, in connection with, or as a result of this

Agreement and/or the transactions contemplated herein and (iii) any claims, litigation, or proceedings arising out of, in connection with, or relating to this Agreement, except to the extent such liability is finally judicially determined to directly arise from the willful misconduct or gross negligence of any such Indemnitee. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Indemnitee believes is covered by this indemnity, Indemnitee shall give the Company notice of the matter and an opportunity to defend it, at the Company’s sole cost and expense, with legal counsel reasonably satisfactory to Indemnitee. Any failure or delay of Indemnitee to notify the Company of any such suit, claim or demand shall not relieve the Company of its obligations under this Section but shall reduce such obligations to the extent of any increase in those obligations caused solely by any such failure or delay which is unreasonable. The obligations of the Company under this section shall survive the performance of the Company’s obligations under this Agreement.

11. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

12. Entire Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and such Agreement supersedes and replaces all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof, provided that, notwithstanding the foregoing, that certain Agreement between the Stockholders and the Company dated as of January 30, 2004 and relating to antidilution and the voting rights of the Series C shall remain in full force and effect as written.

13. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

14. Construction. All provisions of this Agreement have been negotiated at arms length, each party having legal counsel, and this Agreement shall not be construed for or against any party by reason of the authorship or alleged authorship of any provision hereof. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against any party.

15. Reservation of Rights. All rights of the Stockholders set forth in the Purchase Agreement, the Certificate of Designation of Series C Convertible Preferred Stock and/or any and all other agreements or documents related to any of the foregoing, shall continue

in full force and effect for the benefit of the Stockholders, except to the extent affected by Section 1 hereof.

16. Costs. The Company shall promptly reimburse the Stockholders’ legal fees and expenses incurred in connection with their review and entry into this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by a duly authorized representative of each party hereto as of , 2004.

Intermix Media, Inc.

By:

/s/ Richard Rosenblatt

Name:

Title:

VantagePoint Venture Partners IV (Q), L.P.
By: VantagePoint Venture Associates IV,
L.L.C.,
Its General Partner

By:

/s/ Alan E. Salzman

Name:

Title: Managing Member

VantagePoint Venture Partners IV, L.P.
By: VantagePoint Venture Associates IV,
L.L.C.
Its General Partner

By:

/s/ Alan E. Salzman

Name:

Title:Managing Member

VantagePoint Venture Partners IV Principals
Fund, L.P.
By: VantagePoint Venture Associates IV,
L.L.C.
Its General Partner

By:

/s/ Alan E. Salzman

Name:

Title: Managing Member

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Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Signature

3. Waivers and Amendments. Upon the written consent of the Company and the Stockholders the obligations and rights of the Company and the Stockholders under this Agreement may be waived (either generally or in a particular instance, either retroactively or

6. Headings. The headings of the Sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

7. Governing Law. The internal laws, and not the laws of conflicts of California shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREE TO THE ARBITRATION PROVISION CONTAINED IN SECTION 8.

15. Reservation of Rights. All rights of the Stockholders set forth in the Purchase Agreement, the Certificate of Designation of Series C Convertible Preferred Stock and/or any and all other agreements or documents related to any of the foregoing, shall continue

in full force and effect for the benefit of the Stockholders, except to the extent affected by Section 1 hereof.

Under the Securities Exchange Act of 1934
(Amendment No. 3)*