8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2004

Intermix Media, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-26355	06-1556248
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6060 Center Drive, Suite #300 Los Angeles, California	90045
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 215-1001

(Former name or former address, if changed since last report): Not applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 7, 2004, affiliates of Redpoint Ventures (collectively “Redpoint Ventures”) agreed to invest $4 million in Intermix Media, Inc. (the “Company” or the “Registrant”) in exchange for 1 million shares of Company common stock and a five-year warrant to purchase 150,000 shares of Company common stock at $4 per share. The closing of this transaction is to occur by December 22, 2004. The Company also agreed to grant registration rights for the common stock and shares to be issued upon exercise of the warrant. The closing of this transaction is conditioned on the approval of the listing of the additional shares of common stock on the American Stock Exchange and the satisfaction of other customary conditions.

On December 8, 2004, a press release was issued by the Company announcing the investment by Redpoint Ventures in Intermix Media, Inc. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 3.02 Unregistered Sales of Equity Securities.

On December 7, 2004, the Company agreed to issue 1 million shares of Company common stock and a five-year warrant to purchase 150,000 shares of Company common stock at $4 per share to Redpoint Ventures.

The shares of Company common stock will be issued pursuant to an exemption or exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”) and/or Regulation D promulgated under the Securities Act.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 7, 2004, Jeffrey Edell, Chairman of the Company’s Board of Directors, resigned from the Company’s Board of Directors. Mr. Edell did not resign from the Board of Directors because of a disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices.

On December 7, 2004, Thomas Flahie, Chief Financial Officer of the Company, informed the Company’s Board of Directors of his intent to resign from the Company. Mr. Flahie has agreed to remain with the Company as Chief Financial Officer until a transition plan is put into place.

On December 8, 2004, a press release was issued by the Company announcing the resignations of Mr. Edell and Mr. Flahie. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 7.01 Regulation FD Disclosure.

On December 7, 2004, the Company, Redpoint Ventures and MySpace Ventures LLC signed a non-binding term sheet that contemplates the investment by Redpoint Ventures in a newly formed Company subsidiary that will own the Company’s MySpace.com business. The current owners of the MySpace.com business, including the Company, will receive a portion of the proceeds to be invested by Redpoint Ventures and the Company will continue to retain a majority interest in the new entity. MySpace Ventures LLC, an entity that currently owns a one-third interest in the MySpace.com business, also agreed to invest $300,000 in the Company in exchange for 75,000 shares of Company common stock and a five-year warrant to purchase 11,250 shares of Company common stock at $4 per share. The owners of MySpace Ventures LLC are Company employees. The MySpace Ventures LLC $300,000 investment in the Company is conditioned on the completion of the transactions contemplated by the non-binding term sheet.

On December 8, 2004, a press release was issued by the Company announcing the signing of the non-binding term sheet. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.	Description
	10.1	Common Stock Purchase Agreement between Intermix Media, Inc. and entities affiliated with Redpoint Ventures, dated December 7, 2004.
	10.2	Investor Rights Agreement between Intermix Media, Inc. and entities affiliated with Redpoint Ventures, dated December 7, 2004 (to be executed upon closing of the Common Stock Purchase Agreement transaction).
	99.1	Press release issued by Intermix Media, Inc. on December 8, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 10, 2004	Intermix Media, Inc.
	By:	/s/ Thomas J. Flahie
		Thomas J. Flahie
		Chief Financial Officer

EX-10.1

Exhibit 10.1

COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 7, 2004, by and among Intermix Media, Inc., a Delaware corporation (the “Company”), and each investor whose name appears on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company desires to sell to Purchasers and the Purchasers desire to purchase from the Company the number of shares of the Company’s Common Stock set forth in Section 1.1 (collectively, the “Shares”) and warrants to purchase shares of the Company’s Common Stock, subject to the terms and conditions of this Agreement and the other documents or instruments contemplated hereby.

WHEREAS, contemporaneous with the execution and delivery of this Agreement, the parties hereto are executing and delivering an Investor Rights Agreement in the form attached hereto as Exhibit A (the “Investor Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW, THEREFORE, in consideration of the conditions and promises herein contained, the parties hereto hereby agree as follows:

AGREEMENT

Section 1. Sale and Issuance of the Shares.

1.1 Subject to the terms and conditions of this Agreement, the Company has authorized the sale and issuance to Purchasers of the Shares and Warrants (as defined below). At the Closing (as defined in Section 2.1) and subject to the terms and conditions of this Agreement and the Investor Rights Agreement, the Company shall sell to Purchasers, and Purchasers shall purchase from the Company for an aggregate purchase price (the “Purchase Price”) of four million dollars ($4,000,000), an aggregate of one million (1,000,000) Shares and warrants (each a “Warrant” and, collectively, the “Warrants”), substantially in the form of Exhibit B hereto, to purchase an aggregate of one hundred fifty thousand (150,000) shares of the Company’s Common Stock at an exercise price of $4.00 per share. The allocation of the Shares and the Warrants among the Purchasers shall be as set forth on the Schedule of Purchasers.

Section 2. The Closing.

2.1 The closing of the sale of the Shares and Warrants (the “Closing”) shall take place at 10:00 AM Los Angeles time on December 22, 2004 or such other time as is jointly determined by the Company and Purchasers.

2.2 At the Closing, the Company shall (i) instruct the Company’s Transfer Agent to immediately issue stock certificates representing the number of Shares purchased by Purchaser, (ii) deliver the Warrants and (iii) deliver a duly executed Investor Rights Agreement (as defined in Section 7 of this Agreement), against receipt of wire transfer(s) of immediately available funds in an aggregate amount equal to the Purchase Price and the Investor Rights Agreement executed by each of the Purchasers.

Section 3. Representations and Warranties of the Company.

The Company hereby represents and warrants to each Purchaser, except as set forth on the attached Disclosure Schedule, as follows:

3.1 Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to, individually or in the aggregate: (i) adversely affect the legality, validity or enforceability of any Financing Document (as defined hereafter), (ii) have or result in or be reasonably likely to have or result in a material adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform fully on a timely basis its obligations under any of the Financing Documents (any of (i), (ii) or (iii), a “Material Adverse Effect”).

3.2 Authorization of Agreement, Enforcement. The execution, delivery and performance by the Company of this Agreement and the Investor Rights Agreement (collectively, the “Financing Documents”) have been duly authorized by all requisite corporate action by the Company; and this Agreement and the Investor Rights Agreement have been duly executed and delivered by the Company. Each of the Financing Documents, when executed and delivered by the Company, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights and remedies generally, and subject as to enforceability to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). ).

3.3 Capitalization. The capitalization of the Company as of the date hereof is set forth on Schedule 3.3, including the authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans, the number of shares issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock. The Company has made available to each Purchaser true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws as in effect on the date hereof (the “By-laws”).

3.4 Issuance of Shares. The Shares are duly authorized and when issued and paid for in accordance with the terms hereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances (other than those imposed through acts or omissions of the Purchaser thereof or by applicable law) and will not be subject to preemptive rights or other similar rights of shareholders of the Company.

3.5 No Conflicts. The execution, delivery and performance of this Agreement and the Investor Rights Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) will not (i) conflict with or result in a violation of the Certificate of Incorporation or By-laws or (ii) conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument to which the Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including (assuming the accuracy of the representations and warranties of the Purchasers) the United States federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected (except, with respect to clause (ii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect). Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws and assuming the accuracy of the representations and warranties of the Purchasers, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement, including without

limitation the issuance and sale of the Shares as provided hereby, or the Investor Rights Agreement, in each case in accordance with the terms hereof or thereof. The Company is not currently in violation of the listing requirements of American Stock Exchange except for violations that would not reasonably be expected to have a material adverse effect on the Company’s listing.

3.6 SEC Documents; Financial Statements. Since March 31, 2004 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has filed all registration statements and other documents required to be filed by it with the SEC pursuant to the Securities Act (all of the foregoing filed prior to the date hereof, and all financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has made available to each Purchaser via the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Any statements made in any such SEC Documents that are or were required to be updated or amended under applicable law have been so updated or amended. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such SEC Documents and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such SEC Documents, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

3.7 Internal Accounting Controls. Except as disclosed in the SEC Documents and as would not otherwise be reasonably expected to have a Material Adverse Effect, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorizations, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3.8 Absence of Certain Changes. Except as disclosed in the SEC Documents, since March 31, 2004, there has been no change or development which individually or in the aggregate has had a Material Adverse Effect.

3.9 Absence of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company, or any of their directors or officers in their capacities as such which would reasonably be expected to have a Material Adverse Effect.

3.10 Securities Laws. Assuming the truth and accuracy of the representations and warranties of the Purchasers set forth in Section 4 of this Agreement, the offer, sale and issuance of the Shares the Warrants and the shares of Common Stock issuable exercise of the Warrants are exempt from the registration requirements of the Securities Act and is exempt from registration or qualification requirements of applicable state securities laws. Neither the Company nor anyone acting on its behalf has taken any action that would cause the loss of such exemptions.

3.11 Form S-3 Eligibility. The Company is currently eligible to register the resale of its Common Stock on a registration statement on Form S-3 under the Securities Act. The Company is not aware of any facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant’s consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Shares (as defined in the Investor Rights Agreement), within the time frame set forth therein.

Section 4. Representations and Warranties of Purchaser.

Each Purchaser hereby represents and warrants to the Company as follows:

4.1 Authorization of the Documents. Such Purchaser has all requisite power and authority (corporate or otherwise) to execute, deliver and perform the Financing Documents and the transactions contemplated thereby, and the execution, delivery and performance by such Purchaser of the Financing Documents has been duly authorized by all requisite action by such Purchaser and each such Financing Document, when executed and delivered by such Purchaser, constitutes a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.2 Accredited Investor; Investment Representations. Such Purchaser represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Such Purchaser understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser’s representations contained in this Agreement, including, without limitation, that such Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act. Such Purchaser has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Shares to be purchased by it under this Agreement.

4.3 Purchaser Bears Economic Risk. In the normal course of its business Purchaser has acquired substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Such Purchaser must bear the economic risk of this investment until the Shares are sold pursuant to (i) an effective registration statement under the Securities Act, or (ii) an exemption from registration is available.

4.4 Acquisition For Own Account. Such Purchaser is acquiring the Shares for its own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution.

4.5 Purchaser Can Protect Its Interest. Such Purchaser represents that by reason of its, or of its management’s, business and financial experience, such Purchaser has the capacity to evaluate the merits and risks of its investment in the Shares and to protect its own interests in connection with the transactions contemplated in this Agreement, and the Financing Documents. Further, such Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement or the Financing Documents.

4.6 U.S.A. Patriot Act Representations. Such Purchaser hereby represents and warrants that Purchaser is not, nor is it acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Purchaser has complied with all applicable U.S. laws, regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money laundering requirements, including but not limited to the following laws: (1) the International Emergency Economic Powers Act, 50 U.S.C. 1701-1706; (2) the National

Emergencies Act, 50 U.S.C. 1601-1651; (3) section 5 of the United Nations Participation Act of 1945, 22 U.S.C. 287c; (4) Section 321 of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979, as amended, 50 U.S.C. app. 2401-2420; (6) the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.

4.7 Restricted Stock. Such Purchaser understands and acknowledges that the Shares are not registered with the Securities and Exchange Commission. Further, such Purchaser understands and acknowledges that the certificates representing the Shares shall bear a restrictive legend.

Section 5. Brokers and Finders.

The Company shall not be obligated to pay any commission, brokerage fee or finder’s fee based on any alleged agreement or understanding between Purchaser and a third person in respect of the transactions contemplated hereby. Purchaser hereby agrees to indemnify the Company against any claim by any third person for any commission, brokerage or finder’s fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between such Purchaser and such third person, whether express or implied from the actions of such Purchaser.

No Purchaser shall be obligated to pay any commission, brokerage fee or finder’s fee based on any alleged agreement or understanding between the Company and a third person in respect of the transactions contemplated hereby. The Company hereby agrees to indemnify each Purchaser against any claim by any third person for any commission, brokerage or finder’s fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between the Company and such third person, whether express or implied from the actions of the Company.

Section 6. [RESERVED]

Section 7. Covenants.

7.1 Satisfaction of Conditions. The parties shall use their commercially reasonable efforts to satisfy in a timely manner each of the conditions set forth in Section 8 and Section 9 of this Agreement, including without limitation the listing of the Shares and the shares of Common Stock issuable upon exercise of the Warrants on the American Stock Exchange.

7.2 Expenses. At the Closing, the Company shall reimburse Purchasers for the reasonable fees and expenses of one counsel to all Purchasers up to a maximum of $50,000 (the “Expenses”) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Investor Rights Agreement, and the other agreements to be executed in connection herewith.

Section 8. Conditions To The Company’s Obligation To Sell.

The obligation of the Company hereunder to issue and sell Shares to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto; provided, however, that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

8.1 Each Purchaser shall have executed the signature page to the Investor Rights Agreement, and delivered the same to the Company.

8.2 Each Purchaser shall have delivered such Purchase Price in accordance with Section 2.2, above.

8.3 The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations

and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. The Company shall have received a certificate, executed on behalf of the Purchase by an executive officer or principal thereof, dated as of the Closing Date, to the foregoing effect.

8.4 No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement.

8.5 The American Stock Exchange shall have approved Company’s Additional Listing Application covering the Shares and the shares of Common Stock issuable upon exercise of the Warrants.

8.6 The Company shall have received a waiver of preemptive rights from the holders of the Company’s Series B Preferred Stock (other than VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P.).

Section 9. Conditions To Each Purchasers Obligation To Purchase Shares.

The obligation of each Purchaser hereunder to purchase Shares to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in such Purchaser’s sole discretion:

9.1 The Company shall have executed the Investor Rights Agreement, and delivered the same to the Purchaser.

9.2 The American Stock Exchange shall have approved the Company’s Additional Listing Application covering the Shares and the shares of Common Stock issuable upon exercise of the Warrants.

9.3 The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company’s Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement and the Investor Rights Agreement.

9.4 No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement.

9.5 The Company shall have received a waiver of preemptive rights from the holders of the Company’s Series B Preferred Stock (other than VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P.).

Section 10. Miscellaneous

10.1 Investor Rights Agreement. Purchasers shall have the registration and other rights and obligations set forth in that certain Investor Rights Agreement the form of which is attached hereto as Exhibit A.

10.2 Successors and Assigns. This Agreement shall bind and inure to the benefit of the Company, Purchasers and their respective successors and assigns.

10.3 Entire Agreement. This Agreement and the other writings and agreements referred to in this Agreement or delivered pursuant to this Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto. Notwithstanding the foregoing, that certain Nondisclosure Agreement by and between the Purchasers and the Company, dated December 1, 2004 shall survive the execution of, and shall apply to the transaction contemplated by, this Agreement.

10.4 Notices. All notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by internationally-recognized overnight courier or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

if to the Company, to:

Intermix Media, Inc.

6060 Center Drive

Suite 300

Los Angeles, CA 90045

Attention: Christopher Lipp, Esq.

with a copy to:

Fulbright & Jaworski, L.L.P.

865 S. Figueroa St., 29^th Fl. Los Angeles, CA 90017

Telecopier: (213) 680-4518 Attention: J. Keith Biancamano, Esq.

if to a Purchaser, to:

the address of such Purchaser set forth on the signature page hereto;

or to such other address as the party to whom notice is to be given may have furnished to the other parties to this Agreement in writing in accordance with the provisions of this Section 10. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of internationally-recognized overnight courier, on the next business day after the date when sent and (iii) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted, first class, postage prepaid.

10.5 Notices; Amendments. This Agreement is one of a number of substantially identical Common Stock Purchase Agreements executed by the Purchasers and may not be modified or amended, or any of the provisions of this Agreement waived, except by written agreement of each Purchaser affected by such modification, amendment or waiver.

10.6 Governing Law; Waiver of Jury Trial. All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of California without giving effect to any choice or conflict of law provision or rule (whether in the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the

State of California. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

10.7 Submission to Jurisdiction. Any legal action or proceeding with respect to this Agreement or the other Financing Documents may be brought in the courts of the State of California and the United States of America located in the City of Los Angeles, California, U.S.A. and, by execution and delivery of this Agreement, the Company and each Purchaser each hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Purchaser hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each Purchaser hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.

10.8 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

10.9 Independence of Agreements, Covenants, Representations and Warranties. All agreements and covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain agreement or covenant, the fact that such action or condition is permitted by another agreement or covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of or a breach of a representation and warranty hereunder. The exhibit and any schedules attached hereto are hereby made part of this Agreement in all respects. The representations and warranties made by each party hereto shall survive for one year after the date hereof.

10.10 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.

10.11 Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.12 Preparation of Agreement. The Company prepared this Agreement and the other Financing Documents solely on its behalf. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other

party hereto; and (ii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

*    *    *    *    *

IN WITNESS WHEREOF, each of the undersigned has duly executed this Common Stock Purchase Agreement as of the date first written above.

COMPANY:
INTERMIX MEDIA, INC.
By:	/s/ Brett Brewer
Name:	Brett Brewer
Title:	President

PURCHASERS:

Redpoint Ventures I, L.P., by its General Partner
	Redpoint Ventures I, LLC
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager
Redpoint Associates I, LLC, as nominee
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager
Redpoint Ventures II, L.P. by its General Partner
	Redpoint Ventures II, LLC
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager
Redpoint Associates II, LLC, as nominee
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager

Address for all:

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Allen Beasley

COPY TO IN ALL CASES

Cooley Godward LLP

Five Palo Alto Square

3000 El Camino Real

Menlo Park, CA 94025

Attention: Mark P. Tanoury, Esq

SCHEDULE OF PURCHASERS

Name of Purchaser	Number of Shares	Number of Shares Issuable Upon Exercise of Warrant	Aggregate Purchase Price
Redpoint Ventures I, L.P.	325,000	48,750	$	1,300,000.00
Redpoint Associates I, LLC, as nominee	8,333	1,250	$	33,332.00
Redpoint Ventures II, L.P.	651,600	97,740	$	2,606,400.00
Redpoint Associates II, LLC, as nominee	15,067	2,260	$	60,268.00
Total	1,000,000	150,000	$	4,000,000.00

EX-10.2

Exhibit 10.2

INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December     , 2004, is entered into by and among Intermix Media, Inc., a Delaware corporation, with headquarters located at 6060 Center Drive, Suite 300, Los Angeles, California (the “Company”), and the undersigned purchaser(s) (each, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS:

A. In connection with the Common Stock Purchase Agreement by and among the parties hereto of even date herewith (the “Common Stock Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Common Stock Purchase Agreement, to issue and sell to each Purchaser shares (the “Shares”) of Company Common Stock, par value $0.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to buy Common Stock; and

B. To induce each Purchaser to execute and deliver the Common Stock Purchase Agreement, the Company has agreed, among other things, to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser hereby agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

(a) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(b) “Holder” means a Purchaser, any transferee or assignee thereof to whom a Purchaser assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

(c) “Person” means an individual or a corporation, a general or limited partnership, a trust, an incorporated or unincorporated association, a joint venture, a limited liability company, a limited liability partnership, a joint stock company, a government (or an agency or political subdivision thereof) or any other entity of any other kind.

(d) “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and the rules and regulations thereunder, and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

(e) “Registrable Securities” means the Shares, the Warrant Shares and any shares of capital stock issued or issuable with respect to the Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise.

(f) “Registration Statement” means a registration statement of the Company filed under the 1933 Act.

(g) “Rule 415” means Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis.

(h) “SEC” means the United States Securities and Exchange Commission.

(i) “Warrant Shares” means any shares of Common Stock issued or issuable upon exercise of the Warrant.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement.

2. REQUESTED AND MANDATORY REGISTRATION.

(a) Mandatory Registration. On or before that date (the “Filing Date”) which is ten (10) months from the date hereof, the Company shall prepare and file with the SEC a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC within two (2) months after the Filing Date (the “Effectiveness Date”). In the event that Form S-3 is not available for the registration of the resale of Registrable Securities pursuant to this Section 2(a), the Company shall (i) register the resale of the Registrable Securities on another appropriate form, reasonably acceptable to the holders of a majority of the Registrable Securities, and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

(b) S-3 Demand Registrations.

(i) Following that date which is six (6) months after the date hereof, the Holders of Registrable Securities shall have the right to request up to two registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), provided, however, that the Company shall not be obligated to effect any such registration if (i) the Holders requesting such registration propose to sell Registrable Securities on Form S-3 at an aggregate price to the public (based on current market prices at the time of the request) of less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in Section 2(d) or (iii) in a given twelve-month period, after the Company has effected one (1) registration pursuant to this Section 2 in any such period or (iv) after the Company has effected two such registrations or (v) in the circumstances set forth in Section 2(d) or (vi) if it is to be effected more than three (3) years after the date hereof or (vii) if there is then in effect a Registration Statement filed pursuant to Section 2(a) (or such a Registration Statement has been filed and not withdrawn) or if a Registration Statement pursuant to Section 2(a) has been filed and kept effective for the Required Period.

(ii) Upon receipt of a request for an S-3 demand registration under Section 2(b) satisfying the requirements hereof, the Company will:

(A) promptly give written notice of the proposed registration to all other Holders; and

(B) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the 1933 Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered.

(c) Limitation on Registration. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2:

(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;

(ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated or VP Entity (as defined below)-initiated registration; provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective;

(d) Timing. Subject to the qualifications contained herein, the Company shall file a registration statement (i) covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders in the case of a registration pursuant to Section 2(b) or (ii) covering all Registrable Securities on or prior to the tenth month following the date hereof in the case of a registration pursuant to Section 2(a); provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is appropriate to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (B) above) the Company may not defer the filing of a registration statement to be filed pursuant to Section 2(b) for a period of more than one hundred fifty (150) days after receipt of the request of the Holders and may not defer the filing of a registration statement to be filed pursuant to Section 2(a) for a period of more than sixty (60) days after the tenth month after the date hereof, and, provided further, that the Company shall not defer its respective obligation under Section 2(a) or 2(b) in this manner more than once in any twelve-month period. The registration statement filed pursuant to the request of the Holders may include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company.

(e) Procedures in Underwritten Offering. If a registration made pursuant to this Section 2 is underwritten and the Company shall request inclusion of securities being sold for its own account, or if other persons shall request inclusion, the Holders shall offer to include such securities in the underwriting. The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the representative of the underwriters advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated first to the Holders, then to the Company and finally to the holders of other securities requested to be included in such registration pro rata among all the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holders. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section, then the Holders shall offer to the Company and all other shareholders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the Company and such other shareholders requesting additional inclusion as set forth above in this Section 2(e).

3. PIGGYBACK REGISTRATION.

(a) If the Company shall determine to register any of its common equity securities for its own account or for the account of Vantage Venture Partners IV (Q), L.P., Vantage Venture Partners IV, L.P., Vantage Venture Partners IV Principals Fund, L.P. or one of their respective affiliates (collectively, the “VP Entities”) pursuant to their demand registration rights under that certain Registration Rights Agreement, dated as of October 31, 2003, by and among the listed VP Entities and the Company (other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales), and the Company has not yet filed a registration statement pursuant to Section 2(a), the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 3(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder and received by the Company within twenty (20) days after the written notice from the Company described in clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of a Holder’s Registrable Securities.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

Notwithstanding any other provision of this Section 3, if the registration is an underwritten primary registration on behalf of the Company, and if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten and/or that the number of shares of Registrable Securities proposed to be included would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the representative may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. If the number of Registrable Securities to be included is limited, the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and second, the Registrable Securities requested to be included therein by the Holders and other securities requested to be included in such registration pro rata among all the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Notwithstanding any other provision of this Section 3, if the registration is an underwritten secondary registration on behalf of the VP Entities, and if the representative of the underwriters advises the Company or the VP Entities in writing that marketing factors require a limitation on the number of shares to be underwritten and/or that the number of shares of Registrable Securities proposed to be included would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the representative may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. If the number of Registrable Securities to be included is limited, the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated to securities requested to be included by the Company, the Registrable Securities requested to be included therein by the Holders and other securities requested to be included in such registration pro rata on the basis of the number of shares requested to be registered by the Company, the Holders and such other holders or as the Company, the Holders and such other holders may otherwise agree. If any

person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

4. REGISTRATION RELATED OBLIGATIONS.

In connection with the Company’s obligation to file a Registration Statement with the SEC pursuant to Section 2(a) or 2(b), the Company shall have the following obligations:

(a) The Company shall submit to the SEC, within five Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall use commercially reasonable efforts to (i) keep a Registration Statement filed pursuant to Section 2(a) effective pursuant to Rule 415 at all times until the earlier of (x) the date as of which all the Holders may sell all of the Registrable Securities pursuant to Rule 144(k) under the 1933 Act (or any successor thereto), (y) the date as of which the Holders shall have sold all the Registrable Securities and (z) the date which is eighteen (18) months after the Effective Date and (ii) keep a registration statement filed pursuant to Section 2(b) effective for a period of ninety (90) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs (in all cases, the “Registration Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;

(b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement and notify each Holder in writing of the filing of each such amendment or supplement;

(c) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

(d) The Company shall (i) notify each Holder in writing as promptly as practicable upon its discovery that the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and (iii) deliver ten copies of such supplement or amendment to each Holder (or such other number of copies as such Holder may reasonably request). The Company shall also promptly notify each Holder in writing (x) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Holder by facsimile on the same day of such effectiveness and by overnight mail), (y) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (z) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

(e) The Company shall use its commercially reasonable efforts to cause all the Registrable Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange.

(f) The Company shall provide a transfer agent and registrar of all such Registrable Securities not later than the effective date of such Registration Statement.

(g) The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(h) Notwithstanding anything to the contrary in Section 4(d), at any time after the Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material, nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company nor, in the opinion of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify each Holder in writing of the existence of material, nonpublic information giving rise to a Grace Period (which notice need not include such material, nonpublic information) and the date on which the Grace Period will begin, and (ii) notify each Holder in writing of the date on which the Grace Period will end; and, provided further, that (A) no Grace Period shall exceed 90 consecutive days and (B) during any consecutive 365-day period such Grace Periods shall not exceed 135 days in the aggregate. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date that any Holder receives the notice referred to in clause (i) above and shall end on the date for which the Company provides the notice referred to in clause (ii) above. The provisions of the first sentence of Section 4(d) hereof shall not be applicable during the period of any Grace Period.

5. OBLIGATIONS OF THE HOLDERS.

(a) At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder (in the case of a demand registration, if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement). It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

(b) Each Holder, by such Holder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder’s election to exclude all of such Holder’s Registrable Securities from such Registration Statement.

(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in the first sentence of Section 4(d) and during any Grace Period, such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by the first sentence of Section 4(d) or receipt of notice that no supplement or amendment is required.

6. EXPENSES OF REGISTRATION.

All reasonable expenses, other than underwriting discounts and commissions attributable to the sale of, or fees and expenses of counsel to sellers of, the Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printing and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company.

7. INDEMNIFICATION.

(a) The Company will indemnify each Holder, each of its officers, directors and partners and each person controlling such Holder within the meaning of Section 15 of the 1933 Act, with respect to which registration, qualification, or compliance has been effected pursuant to Section 2 or 3, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the 1933 Act any underwriter, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising

out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the 1933 Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, each of its officers, directors, partners, and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by any Holder or underwriter and stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent has not been unreasonably withheld).

(b) Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification, or compliance is being effected, indemnify the Company, each of its directors, officers and partners and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the 1933 Act, each other such Holder and other shareholder holding securities covered by such registration statement, and each of their officers, directors, and partners, and each person controlling such Holder or other shareholder holding securities covered by such registration statement, against all claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document (including any related notification or the like), or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, other shareholders holding securities covered by such registration statement, directors, officers, partners, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity required to be paid by any Holder under this Section 7(b) exceed the gross proceeds from the offering received by such Holder.

(c) Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(d) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations; provided that in no event shall any contribution required to be paid by any holder under this Section 7(d) exceed the gross proceeds from the offering received by such Holder. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; ; provided, however, that to the extent such underwriting agreement does not address a matter addressed by this Agreement, the failure to address such matter shall not be deemed a conflict between the provisions of this Agreement and the underwriting agreement.

8. ASSIGNMENT OF REGISTRATION RIGHTS.

The rights under this Agreement shall be automatically assignable by the Holders to any transferee of all or any portion of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company at least fifteen (15) days prior to such transfer or assignment; (ii) the Company is, at least fifteen (15) days prior to such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee provides the Company with a writing agreeing to be bound by all of the provisions contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Common Stock Purchase Agreement and applicable law and (vi) following such transfer or assignment, the transferee or assignee shall hold at least 750,000 Shares that are Registrable Securities (as adjusted for stock splits, reverse stock splits and similar events).

9. AMENDMENT/TERMINATION OF REGISTRATION RIGHTS.

(a) Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Holders who then hold a majority of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Holder and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities.

(b) The right of any Holder to registration, including to request registration or inclusion in any registration pursuant to Section 2 or 3 shall terminate on the first to occur of (i) such date that all shares of Registrable Securities held by such Holder may immediately be sold under Rule 144 without regard to volume limitations during any 90-day period, (ii) the expiration of three years after the date hereof and (iii) the satisfaction by the Company of it’s obligations under Section 2(a).

10. INFORMATION RIGHTS.

(a) Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such Holder:

(i) Within ninety (90) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by the independent public accountants of the Company.

(ii) Within forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principles.

(iii) Within thirty (30) days after the end of each month a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles.

(iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

(b) Additional Information and Rights. The Company will permit any Holder, so long as such Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), to visit and inspect any of the properties of the Company, including its books of account and other records (but not to make copies thereof or take extracts therefrom), and to discuss its affairs, finances and accounts with the Company’s officers and its independent public accountants (subject to the reasonable availability of such officers and accountants), all at such reasonable times as such person may reasonably request, provided that no such visit or inspection shall unduly hinder or interfere with the conduct by the Company of its business or the duties of its officers. Anything in this Agreement to the contrary notwithstanding, no Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Holder hereby agrees that prior to being provided any information pursuant to this Agreement, it shall execute and deliver to the Company a form of Non-Disclosure Agreement in form reasonably satisfactory to the Company and it’s counsel. The Company shall not be required to comply with this Section 10 in respect of any Holder whom the Company reasonably determines to be a competitor or an officer, employee, director or greater than 2% shareholder of a competitor.

11. MISCELLANEOUS.

(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities and each Holder hereby agrees that the Company shall have no liability to any Holder for acting in accordance therewith.

(b) Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be given in accordance with Section 10 of the Common Stock Purchase Agreement.

(c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(d) All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of California without giving effect to any choice or conflict of law provision or rule (whether in the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

(e) Any legal action or proceeding with respect to this Agreement or the other Financing Documents may be brought in the courts of the State of California and the United States of America located in the City of Los Angeles, California, U.S.A. and, by execution and delivery of this Agreement, the Company and Purchaser each hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Purchaser hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Purchaser hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.

(f) This Agreement and the other writings and agreements referred to in this Agreement or delivered pursuant to this Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto. Notwithstanding the foregoing, that certain Nondisclosure Agreement by and between the Purchaser and the Company, dated December 1, 2004 shall survive the execution of, and shall apply to the transaction contemplated by, this Agreement.

(g) Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(h) It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(i) The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(j) This Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.

(k) All consents, requests for registration and other determinations to be made by the Holders pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by Holders holding a majority of the Registrable Securities.

[Signature Page Follows]

IN WITNESS WHEREOF, each Purchaser and the Company have caused this Investor Rights Agreement to be duly executed as of day and year first above written.

COMPANY:

INTERMIX MEDIA, INC.

By:

Name:

Title:

Redpoint Ventures I, L.P., by its General Partner
	Redpoint Ventures I, LLC
By:
	W. Allen Beasley, Manager
Redpoint Associates I, LLC, as nominee
By:
	W. Allen Beasley, Manager
Redpoint Ventures II, L.P. by its General Partner
	Redpoint Ventures II, LLC
By:
	W. Allen Beasley, Manager
Redpoint Associates II, LLC, as nominee
By:
	W. Allen Beasley, Manager

Address for all:

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Allen Beasley

EX-99.1

Exhibit 99.1

INTERMIX ANNOUNCES KEY STRATEGIC INVESTMENTS IN INTERMIX MEDIA AND MYSPACE.COM

LOS ANGELES, CALIFORNIA, December 8, 2004 — Intermix Media, Inc. (AMEX: MIX), a leading online media and entertainment company, announced several significant corporate developments today including entry into an agreement providing for a $4 million equity investment in the Company by affiliates of Redpoint Ventures (“Redpoint”), a premier Silicon Valley venture capital firm. Under the terms of the agreement, Redpoint will receive one million shares of Intermix Media common stock and a warrant to purchase an additional 150,000 shares of common stock at $4 per share. Consummation of the financing transaction is conditioned on approval by the American Stock Exchange of the Company’s application for listing of the additional shares and the satisfaction of other customary conditions. The Company expects the deal to fund within the next two weeks.

Redpoint and the Company, along with the original founders of MySpace.com, have also entered into a non-binding term sheet providing for RedPoint’s investment in a newly organized, independent subsidiary of the Company, MySpace, Inc., which will include the MySpace.com business. Under the terms of the proposed transaction, Redpoint would acquire a minority ownership stake in MySpace, Inc. and Intermix would maintain a majority position.

“Intermix has rapidly emerged as a leading online media and entertainment player with the extraordinary success of the Intermix Network and the tremendous growth of Alena. MySpace has developed a leadership position in the social networking space, and we believe in its vision and ability to provide real value to users and advertisers,” said Geoff Yang, partner of Redpoint Ventures. Redpoint has previously invested in companies in the media and marketing spaces including Ask Jeeves, TiVo, MusicMatch, Efficient Frontier, WebTV, Excite, and others. Geoff Yang currently sits on the Board of Directors of Ask Jeeves and TiVo, and is expected to sit on the Board of Directors of MySpace, Inc.

A popular social networking site, MySpace.com has experienced phenomenal growth in 2004 – currently averaging over 35,000 new members each day. Redpoint’s investment, if consummated, is expected to fund further expansion of the MySpace infrastructure, reduce the interest of its early investors and founders, and position the company for continued growth and evolution.

“We believe that the prospects of MySpace.com would be significantly enhanced by the proposed Redpoint investment. As a well-funded and independent subsidiary of Intermix, MySpace should be able to more effectively attract and compensate new talent and benefit from Redpoint’s vast experience with fast moving Internet media companies,” said Richard Rosenblatt, CEO of Intermix Media.

As unrelated developments, Intermix also announced today the resignation of Jeffrey Edell from its Board of Directors and the impending departure of Tom Flahie, the Company’s Chief Financial Officer. Mr. Edell has resigned in connection with a change in his primary position of employment and the resulting demands of his new position. Mr. Flahie has decided to transition out of the Company for personal reasons and is expected to remain Chief Financial Officer through the Company’s recruitment of a suitable replacement.

“Both Jeffrey and Tom were instrumental in helping the turnaround and emergence of Intermix Media. Through their leadership and contributions, we have been able to successfully address many of the issues that resulted from the Company’s fiscal year 2003 accounting restatement, and to position the Company for significant growth in the coming years,” said Rosenblatt. “We are grateful to Tom and Jeffrey for their service.”

About Intermix Media

Intermix Media is a leading online media and entertainment company that leverages proprietary technologies, analytical marketing tools, and unique viral and user generated content across its vast online network and develops ecommerce brands. Intermix Media operates through two business units — the Intermix Network and Alena.

The Intermix Network reaches over 15 million consumers each month through more than 50 websites grouped into three main categories: social networking, casual gaming and viral entertainment. MySpace.com is the Internet’s leading social networking site currently averaging over 35,000 new members each day. Grab.com, Intermix’s premier gaming site, is the first and most comprehensive self-governing casual gaming website. In addition, Intermix Network and its affiliates share over 800,000 pieces of content per day making it one of the most shared content destinations on the Web.

Beginning with the Intermix Network, Alena utilizes the Internet to provide a complete start-to-finish solution for bringing new products to market through a unique integration of proprietary technologies and analytical marketing.