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): February 11, 2005

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 February 11, 2005, Intermix Media, Inc. (the “Company”) and its wholly owned subsidiary, Social Labs, LLC (“Social Labs”), affiliates of Redpoint Ventures (collectively, “Redpoint”) and MySpace Ventures LLC (“MSV”) entered into a series of agreements providing for the contribution of substantially all of the assets of the Company’s MySpace.com business to a newly formed Delaware corporation named MySpace, Inc. (“MSI”), and the purchase of MSI Common and Preferred Stock by Redpoint for a total purchase price of approximately $11.5 million. As a result of the transaction, the Company received approximately $2.8 million in cash, a promissory note from MSI in the principal amount of $1.5 million (subject to post-closing adjustment), and shares of Common Stock representing approximately 53% equity interest in MSI. Prior to this transaction, the Company, through its wholly owned subsidiary Social Labs, owned a 66% interest in the assets of the MySpace.com business, with MSV owning the remainder. The members of MSV were employees of the Company and became employees of MSI immediately following the closing of the transaction. After payment to MSV of approximately $3.75 million in cash as partial consideration for its contribution of its interest in the assets of the MySpace.com business, the net financing proceeds to MSI were $5 million.

Certain rights and obligations of the Company, MSV and Redpoint (collectively, the “Principal Stockholders”) as MSI stockholders are set forth in a Stockholders Agreement entered into by the Principal Stockholders in connection with the transaction. Under the terms of the Stockholders Agreement, the Principal Stockholders have agreed that the Board of Directors of MSI will consist of five individuals. The Company is entitled to elect two members of MSI’s board of directors and each of Redpoint and MSV is entitled to elect one director. The parties agreed that the fifth director will be appointed by holders of a majority of MSI’s voting stock and that such director will not be an affiliate of the Company or VantagePoint Venture Partners. The Company currently owns a majority of MSI’s voting stock and, as a result, has the ability to designate this fifth director. Each Principal Stockholder is entitled to purchase its pro rata share of securities issued by MSI in the future, subject to certain exceptions. In addition, notwithstanding these exceptions, the Company has a special preemptive right to maintain its majority interest in MSI except in the case of an initial public offering of the equity securities of MSI. Any sale of MSI stock by a Principal Stockholder is subject to a right of first refusal in favor of MSI and the other Principal Stockholders. If the right of first refusal is not exercised, each other Principal Stockholder has the right to participate in the sale on a pro rata basis. Each Principal Stockholder has agreed to vote its shares of MSI stock in favor of any acquisition, sale or public offering of MSI approved by MSI’s board of directors. Subject to certain limitations, the Company also has an option to buy out the other stockholders of MSI based on a valuation of $125.0 million if the Company receives a bona fide offer by a third party to acquire more than 50% of the stock or assets of Intermix within 12 months of the closing date (so long as discussions relating to such third party offer are ongoing). The rights described above generally terminate upon a qualified initial public offering of MSI stock as defined in the agreement and are subject to termination with respect to a particular stockholder if such stockholder ceases to continue to hold a specified number of shares of MSI. MSI and the Principal Stockholders also entered into a registration rights agreement granting the Principal Stockholders demand and “piggyback” registration rights with respect to their shares of MSI stock following an initial public offering of MSI’s securities, subject to certain limitations as set forth in the agreement.

The Company (and its wholly owned subsidiary, Social Labs) and MSV contributed and assigned their respective interests in the assets and contracts related to the MySpace business to MSI pursuant to a Contribution Agreement, subject to a royalty-free, perpetual license from MSI to the Company pursuant to which the Company retained the right to continue to use certain shared intellectual property assets and other software used in the MySpace business. Pursuant to the Contribution Agreement, MSI agreed to assume all obligations and liabilities associated with the MySpace business and to indemnify the Company and MSV against any such liabilities. MSI also executed a three-year unsecured promissory note in favor of the Company in the principal amount of $1.5 million (subject to post-closing adjustment upon the terms set forth in the Contribution Agreement), bearing simple interest at an 8% annual rate, which is subject to mandatory prepayment in the event MSI issues equity or debt securities yielding proceeds of at least $3 million, subject to certain exceptions. In addition, the Company has agreed to continue to provide certain general and administrative services to MSI at cost.

In connection with the transaction, MSI and Redpoint entered into a Stock Purchase Agreement pursuant to which Redpoint purchased 1,137,624 shares of Common Stock and 870,171 shares of Series A Preferred Stock of MSI for an aggregate purchase price of approximately $11.5 million. The Series A Preferred Stock purchased by Redpoint is initially convertible to Common Stock on a 1-for-1 basis and represents approximately 11% of the voting stock of MSI on an as-converted basis. The Common Stock purchased by Redpoint represents approximately 15% of the voting stock of MSI. The rights and preferences of the Series A Preferred Stock are set forth in the Certificate of Incorporation of MSI and include dividend and liquidation preferences, anti-dilution protection, protective provisions related to corporate governance and the right of holders of Series A Preferred Stock to elect a member of MSI’s board of directors.

The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, the Stockholders Agreement, the Stock Purchase Agreement, the Registration Rights Agreement, the Certificate of Incorporation of MSI and the Promissory Note, each of which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

In connection with the transaction described above, on February 11, 2005, MSI entered into an employment agreement with Christopher DeWolfe pursuant to which Mr. DeWolfe will serve as Chief Executive Officer of MSI for a three-year term at a base salary of $225,000 per year, subject to annual increases at the discretion of the board of directors of MSI. Mr. DeWolfe will also be entitled to receive quarterly incentive bonuses contingent upon MSI achieving quarterly performance targets set by the MSI board of directors. If MSI terminates Mr. DeWolfe’s employment for any reason other than for “cause” or if Mr. DeWolfe terminates his employment for a “good reason” (in each case as defined in the agreement), he will be entitled to receive payment of his base salary for an additional six months. Mr. DeWolfe’s options to purchase Company stock will continue to vest in accordance with their terms while he remains employed by MSI. In the event Mr. DeWolfe’s employment is terminated in connection with a “change of control” of MSI (as defined in the agreement), he will receive accelerated vesting of unvested portions of certain outstanding stock options or restricted stock grants. The agreement contains customary confidentiality, non-competition, non-solicitation and indemnification provisions.

Item 8.01 Other Events

On February 15, 2005, the Company issued a press release announcing the transactions described above. The press release is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
10.1	Contribution Agreement dated February 11, 2005 by and among MySpace, Inc., Intermix Media, Inc., Social Labs, LLC, and MySpace Ventures, LLC
10.2	Stockholders Agreement dated February 11, 2005 by and among MySpace, Inc., Intermix Media, Inc., MySpace Ventures, LLC, Redpoint Ventures I, L.P., Redpoint Associates I, LLC, Redpoint Ventures II, L.P., Redpoint Associates II, LLC, Redpoint Technology Partners Q-1, L.P., and Redpoint Technology Partners A-1, L.P.
10.3	Series A Preferred and Common Stock Purchase Agreement dated February 11, 2005 by and among MySpace, Inc., Redpoint Ventures I, L.P., Redpoint Associates I, LLC, Redpoint Ventures II, L.P., Redpoint Associates II, LLC, Redpoint Technology Partners Q-1, L.P., and Redpoint Technology Partners A-1, L.P.
10.4	Registration Rights Agreement dated February 11, 2005 by and among MySpace, Inc., Intermix Media, Inc., MySpace Ventures, LLC, Redpoint Ventures I, L.P., Redpoint Associates I, LLC, Redpoint Ventures II, L.P., Redpoint Associates II, LLC, Redpoint Technology Partners Q-1, L.P., and Redpoint Technology Partners A-1, L.P.
10.5	Certificate of Incorporation of MySpace, Inc.
10.6	Promissory Note dated February 11, 2005, made by MySpace, Inc. in favor of Intermix Media, Inc.
99.1	Press Release dated February 15, 2005

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: February 17, 2005	Intermix Media, Inc.
	By:	/s/    MICHAEL J. MINCIELI
		Michael J. Mincieli
		Vice President and Corporate Controller Principal Financial Officer

EX-10.1

Exhibit 10.1

EXECUTION COPY

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT is made as of February 11, 2005 (this “Agreement”), by and among MYSPACE, INC., a Delaware corporation (the “Company”), INTERMIX MEDIA, INC., a Delaware corporation (“Intermix”), SOCIAL LABS, LLC, a Delaware limited liability company (“Social Labs”) and MYSPACE VENTURES, LLC, a California limited liability company (“MSV,” and together with Social Labs, the “Contributors”).

RECITALS

WHEREAS, as of the date hereof, Intermix is the sole shareholder of and owns 100% of the outstanding limited liability company interests in Social Labs;

WHEREAS, as of the date hereof, Social Labs and MSV hold an interest in certain assets used in the operation of the business known as myspace.com and the associated website located at www.myspace.com (collectively, the “Business”);

WHEREAS, the Contributors desire to contribute all of their respective right, title and interest in and to the Contributed Assets (as defined below) to the Company upon the terms and conditions set forth herein;

WHEREAS, the Company desires to accept from the Contributors the all of the Contributors’ right, title and interest in and to the Contributed Assets on the terms and conditions set forth herein and, in consideration therefor, (i) (a) to issue shares of common stock of the Company (the “Common Stock”) and pay cash to each Contributor and (b) to issue a promissory note in the form of Exhibit A hereto to Social Labs (which shall be immediately assigned by Social Labs to Intermix) (the “Promissory Note”) and (ii) to assume the Assumed Liabilities (as defined below).

WHEREAS, the transactions contemplated by this Agreement and the transactions contemplated by that certain Series A Preferred and Common Stock Purchase Agreement, dated of even date herewith, by and between the Company and the Purchasers (as defined therein) are intended to constitute a single transaction for purposes of Section 351 of the Internal Revenue Code of 1986, as amended.

CONTRIBUTION AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

Section 1. Contribution and Assumption.

(a) On and as of the date hereof, each Contributor hereby sells, assigns, transfers, conveys and delivers to the Company all of its right, title, and interest in, to and under the assets of the Business identified on Exhibit B (the “Contributed Assets”). On and as of the date hereof, the Company hereby accepts the foregoing assignment of each Contributed Asset.

(b) Notwithstanding anything to the contrary contained herein (including on Exhibit B), the Contributed Assets shall not include, and the Contributors shall not contribute any of their rights, title or interest in and to any asset identified on Exhibit C or any other asset that is not used primarily in the Business (the “Excluded Assets”).

(c) Upon the terms and subject to the conditions of this Agreement, the Company hereby assumes, effective as of the date hereof, and agrees to pay, perform and discharge when due, and indemnify, defend and hold harmless from and after the Closing Date (as defined below) Intermix, Social Labs, MSV and each of their respective affiliates, and each of their respective officers, directors and employees, from and against any and all obligations and liabilities, whether known or unknown, arising out of, relating to or otherwise in respect of the Contributed Assets, the Business or the operation or conduct of the Business before, the date hereof (collectively, the “Assumed Liabilities”), including without limitation the liabilities listed on Exhibit D, but excluding the liabilities listed on Exhibit E (the “Retained Liabilities”).

(d) (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the consent of a third party, would constitute a breach, default, violation or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, claim or right, or would in any way adversely affect the rights of either Contributor or, upon transfer, the Company under such asset, claim or right. If any transfer or assignment by the Contributors to the Company, or any assumption by the Company of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires the consent of a third party, then such transfer or assignment or assumption shall be made subject to such consent being obtained. The Company agrees that neither Contributor nor any of such Contributor’s affiliates shall have any liability to the Company arising out of or relating to the failure to obtain any such consent or because of any circumstances resulting therefrom.

(ii) If any such consent has not been obtained prior to the consummation of this Agreement, the parties shall use commercially reasonable efforts to secure such consent as promptly as practicable and Contributors shall cooperate with the Company (at the Company’s expense) to structure a lawful and commercially reasonable arrangement under which (i) the Company shall obtain (without infringing upon the legal rights of such third party or violating any applicable law) the economic claims, rights and benefits (net of the amount of any related tax costs imposed on either Contributor or any of their respective affiliates) under the asset, claim or right with respect to which the consent has not been obtained and (ii) the Company shall assume any related economic burden (including the amount of any related tax

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CONTRIBUTION AGREEMENT

costs imposed on either Contributor or any of their respective affiliates) with respect to the asset, claim or right with respect to which the consent has not been obtained.

(e) The Company hereby acknowledges and agrees that neither Contributor makes any representations or warranties whatsoever, express or implied, with respect to any matter relating to this Agreement, the Contributed Assets or the Assumed Liabilities, except that each Contributor, severally and not jointly, hereby represents and warrants that (i) such Contributor has all necessary power and authority to execute and deliver this Agreement and to carry out its provisions; (ii) all action on Contributor’s part required for the lawful execution and delivery of this Agreement has been taken; (iii) upon such Contributor’s execution and delivery, this Agreement will be a valid and binding obligation of such Contributor, enforceable in accordance with their terms, except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (y) as limited by general principles of equity that restrict the availability of equitable remedies.

Without limiting the foregoing (but subject to Section 1(e)), each Contributor hereby disclaims any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Contributed Assets. Accordingly (but subject to Section 1(e)), the Company accepts the Contributed Assets and the Assumed Liabilities “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.”

Section 2. Consideration

(a) In consideration of the contribution and assignment to the Company of the Contributed Assets hereunder, on the date hereof, in addition to the Company’s assumption of the Assumed Liabilities, the Company shall (i) issue the Promissory Note to Social Labs (which shall be immediately assigned to Intermix and restated to reflect that Intermix shall be the Payee thereunder), (ii) pay $3,764,950 in cash by wire transfer of immediately available funds to MSV, (iii) pay $2,776,387 in cash by wire transfer of immediately available funds to Intermix, (iv) issue 1,598,747 shares of Common Stock of the Company to MSV and (v) issue 4,024,192 shares of Common Stock of the Company to Social Labs (which shares shall be distributed immediately to Intermix).

(b) In the event the amount of the Intermix Advance (as defined below) exceeds $1.5 million (the amount of such excess, the “Excess Intermix Advance”), then the principal amount of the Promissory Note shall be increased by the amount of the Excess Intermix Advance (and the Company shall deliver to Intermix an amended and restated Promissory Note reflecting such increased principal amount in exchange for cancellation of the original Promissory Note). In the event the amount of the Intermix Advance is less than $1.5 million (the amount by which the Intermix Advance is less than $1.5 million, the “Intermix Advance Shortfall”), then the principal amount of the Promissory Note shall be reduced by the amount of the Intermix Advance Shortfall (and the Company shall deliver to Intermix an amended and restated Promissory Note reflecting such decreased principal amount in exchange for cancellation of the original Promissory Note). The completion of the adjustment contemplated by this Section 2(b) shall in no way affect the enforceability of or Intermix’s rights under the Promissory Note unless and until the Promissory Note is exchanged for a duly executed amended

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CONTRIBUTION AGREEMENT

and restated Promissory Note in accordance with this Section 2(b). As used in this Section 2(b), “Intermix Advance” means the sum of (i) the value of the tangible assets and software licenses purchased by Intermix (or by Social Labs with funds advanced by Intermix) for the Business prior to October 1, 2004 plus (ii) the amount of funds expended by Intermix to purchase tangible assets and software licenses for the Business (or advanced by Intermix to Social Labs to purchase tangible assets or software licenses for the Business) on or after October 1, 2004.

(c) Within 20 business days of the date hereof, Intermix shall deliver to the Company Intermix’s calculation of the Intermix Advance. In the event the Company objects in good faith to Intermix’s calculation of the Intermix Advance, then the Company shall notify Intermix of such objection in writing with ten business days of receipt of such calculation and set forth the basis for such objection in reasonable detail (the “Objection Notice”). If the Company does not notify Intermix in writing of an objection within such ten-business day period, then Intermix’s calculation of the Intermix Advance shall be binding upon the parties hereto. If the Company does notify Intermix in writing of such objection in accordance with this Section 2(c), then the parties hereto shall use good faith efforts to resolve the dispute in respect of the calculation of the Intermix Advance. In the event the parties hereto are unable to resolve such dispute within ten business days of Intermix’s receipt of the Objection Notice, then the respective Chief Executive Officers of Intermix and the Company shall attempt in good faith to resolve such dispute, and if the dispute is not resolved within 20 business days of Intermix’s receipt of the Objection Notice, then the parties hereto shall refer the dispute to an independent accounting firm (which shall not be the independent accounting firm of either of Intermix or the Company) designated by Intermix and reasonably acceptable to the Company, and the determination of such accounting firm shall be binding on the parties hereto. The costs of such independent accounting firm shall be borne by the party that is not the prevailing party (the prevailing party shall be the party whose calculation of the Intermix Advance is closest in amount to the calculation of the Intermix Advance that is ultimately determined by such accounting firm).

Section 3. Termination of Rights Agreement

Each of MSV and Intermix hereby agree that, as of the date hereof, the Rights Agreement, dated as of December 17, 2003 (the “Rights Agreement”), by and between MSV and Intermix (formerly eUniverse, Inc.), shall be terminated and of no further force or effect, and each of MSV and Intermix agree that neither party shall have any further obligations or liabilities to the other arising out of, resulting from or in connection with the Rights Agreement or the Asset Acquisition Agreement, dated as of December 17, 2003, by and between MSV and Intermix.

Section 4. The Closing

(a) The consummation of the contribution of the Contributed Assets shall be held at the offices of Latham & Watkins, LLP, at 633 West Fifth Street, Suite 4000, Los Angeles, CA 90071, on the date hereof, or such other date after the date hereof as the Company and the Contributors may mutually agree in writing (the “Closing Date”).

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CONTRIBUTION AGREEMENT

(b) On the Closing Date, the Contributors shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Company the following:

(i) a duly executed counterpart to the bill of sale for all of the Contributed Assets that constitute tangible personal property in the form attached hereto as Exhibit F (the “Bill of Sale”);

(ii) a duly executed counterpart to the assignment of contracts rights in the form attached hereto as Exhibit G (the “Assignment of Contract Rights”);

(iii) a duly executed counterpart to the assignment of intellectual property in the form attached hereto as Exhibit H (the “Assignment of IP”); and

(iv) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer, conveyance and/or assumption as may be reasonably necessary to transfer to the Company the Contributors’ right, title and interest in and to the Contributed Assets and for the Company to assume the Assumed Liabilities.

(c) On the Closing Date, the Company shall deliver (duly and fully executed, acknowledged and notarized as appropriate) the following:

(i) cash in the amount set forth in Section 2 above to each Contributor;

(ii) stock certificates to each Contributor representing the number of shares to be issued to such Contributor pursuant to Section 2 above;

(iii) a duly executed counterpart to the Assignment of Contract Rights to each Contributor;

(iv) a duly executed counterpart to the assumption of liabilities in the form attached hereto as Exhibit I (the “Assumption of Liabilities”);

(v) the Promissory Note to Intermix; and

(vi) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer, conveyance and/or assumption as may be reasonably necessary to transfer to the Company the Contributors’ right, title and interest in and to the Contributed Assets and for the Company to assume the Assumed Liabilities.

Section 5. Miscellaneous.

(a) Amendments; No Waivers. This Agreement may be amended or modified only by a written instrument executed by all parties hereto. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial waiver or exercise thereof preclude the enforcement of any other right, power or privilege.

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CONTRIBUTION AGREEMENT

(b) Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to the choice of law provisions thereof.

(c) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively delivered upon personal delivery to the party to be notified, or upon the passage of five (5) calendar days after deposit in the United States mail, by registered or certified mail, postage prepaid, or the passage of two (2) days if sent by the next day delivery service of a nationally-recognized reputable courier, each properly addressed to the party to be notified, as set forth on the signature page hereto or at such other address as such party may designate by ten (10) calendar days’ advance written notice to the other parties hereto, or, if sent by facsimile, upon completion of such facsimile transmission, as conclusively evidenced by the transmission receipt thereof.

(d) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(e) Counterparts. This Agreement may be executed in two or more counterparts and signature pages may be delivered by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(f) Successor and Assigns. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties and their respective legal representatives, successors and permitted assigns.

(g) Further Assurances. Each of the parties hereto does hereby covenant and agree on behalf of itself, its legal representatives, successors and permitted assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to carry out the purposes of this Agreement.

(h) Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

(i) Entire Agreement. This Agreement, together with the exhibits and the other agreements, instruments and other documents executed and/or delivered in connection herewith, constitute the entire agreement among the parties pertaining to the subject matter hereof, and supersede all prior oral and written, and all contemporaneous oral, agreements and understanding pertaining hereto. There are no agreements, understandings, restrictions, warranties or representations relating to such subject matter among the parties hereto other than those set forth herein.

(j) Specific Performance. Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for any other party’s failure to perform its obligations under this Agreement, each such party acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and all such parties shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit the parties from pursuing any other remedies for such breach, including the recovery of monetary damages

(Signature Page Follows)

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CONTRIBUTION AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Contribution Agreement to be executed by their respective officers or representatives thereunto duly authorized as of the date first above written.

MYSPACE, INC.
By:	/s/ Christopher DeWolfe
Name:	Christopher DeWolfe
Title:	President

ADDRESS FOR NOTICE:

1333 Second Street

Santa Monica, CA 90401

Attn: Christopher DeWolfe

INTERMIX MEDIA, INC.
By:	/s/ Richard Rosenblatt
Name:	Richard Rosenblatt
Title:	Chief Executive Officer

ADDRESS FOR NOTICE:

6060 Center Drive, Suite 300

Los Angeles, CA 90045

Attn: Chris Lipp, General Counsel

SOCIAL LABS LLC
By:	Intermix Media, Inc. Managing Member
	By:	/s/ Richard Rosenblatt
	Name:	Richard Rosenblatt
	Title:	Chief Executive Officer

ADDRESS FOR NOTICE:

6060 Center Drive, Suite 300

Los Angeles, CA 90045

Attn: Chris Lipp, General Counsel

S-1

CONTRIBUTION AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Contribution Agreement to be executed by their respective officers or representatives thereunto duly authorized as of the date first above written.

MYSPACE VENTURES, LLC
By:	/s/ Christopher DeWolfe
Name:	Christopher DeWolfe
Title:	President

ADDRESS FOR NOTICE:

1333 Second Street

Santa Monica, CA 90401

Attn: Christopher DeWolfe

S-2

CONTRIBUTION AGREEMENT

EXHIBIT A

FORM OF PROMISSORY NOTE

EXHIBIT A

CONTRIBUTION AGREEMENT

EXHIBIT B

CONTRIBUTED ASSETS

A. Domain Name. The “www.myspace.com,” “www.myspacemusic.com,” “www.musicmyspace.com,” and “www.myspace.tv” Internet domain names, including all registrations thereof, including, without limitation, the Network Solutions, Inc., or any other applicable registrars, registrations thereof, and all rights to listings or keyword associations in any Internet search engines or directories associated with the domain names (collectively, the “Domain Names”).

B. Web Site and Web Site Materials. The web pages created or acquired by Intermix or Social Labs with respect to the Business and principally associated with, or located at or under, the Domain Names (collectively, the “Web Site”), including all Web Site Materials. “Web Site Materials” means: (i) web pages, support files and related information and data principally associated with the Web Site; (ii) any and all text, graphics, HTML or similar code, applets, scripts, programs, databases, source code, object code, templates, forms, image maps, documentation, audio files, video files, log files or customer data, in each case principally associated with the Web Site; (iii) all copyrights, copyright registrations, copyright applications, trade secrets, moral rights, publicity rights and know-how, in each case principally associated with the Web Site; (iv) all content that has appeared in any past or present editions of the Web Site, whether archived on the Web Site or otherwise; and (v) the operation, concepts, look and feel of the Web Site and Web Site Materials listed in clauses (i) through (iv) above (the “Content”).

C. Trademarks. All trademarks, trade names or service marks related to the Domain Names and “myspace.com,” “myspacemusic.com,” “musicmyspace.com” and “myspace.tv,” including any registrations or applications for registration, and all goodwill associated therewith (collectively, the “Marks”). All income, royalties, damages and payments due or payable and causes of action for infringement or violation of all rights in and to the Marks after the Closing Date as they pertain to the rights hereby assigned.

D. Customer Information. All customer lists, databases, and files of the Business and documents relating to customers of the Business.

E. Permits and Licenses. All governmental franchises, licenses, approvals, authorizations and permits that are held or used primarily in connection with the Business (the “Assumed Permits”).

F. Tangible Personal Property. The tangible personal property listed on Schedule B-1 hereto.

G. Contracts. The contracts listed on Schedule B-2 hereto and any other contract that relates exclusively to the Business (the “Assumed Contracts”).

H. Accounts Receivable. All accounts receivable of the Business.

EXHIBIT B

CONTRIBUTION AGREEMENT

EXHIBIT C

EXCLUDED ASSETS

A. All cash and cash equivalents of either Contributor.

B. All rights, claims and causes of action of either Contributor relating to any Excluded Asset or Retained Liabilities.

C. Any shares of capital stock of any affiliate of either Contributor.

D. Any assets relating to any employee benefit plan in which any employees of either Contributor or any of their respective affiliates participate.

E. Any refunds or credits, claims for refunds or credits or rights to receive refunds or credits from any governmental authority with respect to income taxes paid or to be paid by either Contributor or any of their respective affiliates relating to periods or portions thereof ending on or prior to the date of the Agreement.

F. Any records (including accounting records) related to any taxes paid or payable by either Contributor, or any of their respective affiliates, and all financial and tax records relating to the Business that form part of either Contributor’s, or any of their respective affiliates, general ledger.

G. All rights of either Contributor under this Agreement and any other agreements, certificates and instruments otherwise delivered in connection with this Agreement.

H. The name and mark “Intermix”, any other names and marks of either Contributor other than those related to the Business (in each case in any style or design), and any name or mark derived from or including any of the foregoing.

I. All corporate-level services of the type currently provided to the Business by either Contributor or their respective affiliates.

J. Master Services Agreement and DART Enterprise Attachment, each as amended, by and between DoubleClick Inc. and Intermix Media, Inc.

EXHIBIT C

CONTRIBUTION AGREEMENT

EXHIBIT D

ASSUMED LIABILITIES

A. All obligations, liabilities and commitments of either Contributor or its affiliates under the Assumed Contracts and/or Assumed Permits;

B. All accounts payable, accrued liabilities and other current liabilities of either Contributor or its affiliates arising out of the operation or conduct of the Business or otherwise in respect of the Business;

C. All obligations, liabilities and commitments in respect of any and all products manufactured or sold and all services provided by the Business at any time, including obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other claims;

D. All obligations, liabilities and commitments in respect of any pending or threatened proceedings, and claims, whether or not presently asserted, arising out of, relating to or otherwise in any way in respect of the Business or the operation or conduct of the Business at any time;

E. all liabilities of either Contributor or any affiliate of a Contributor with respect to employees of the Business that become employees of the Company, including without limitation any accrued vacation time and accrued but unpaid wages; and

F. All taxes (other than income taxes described in clause (A) of Exhibit F) arising out of or relating to the operation of the Business for all taxable periods including, without limitation, any transfer taxes arising out of the consummation of the transactions contemplated by this Agreement.

EXHIBIT D

CONTRIBUTION AGREEMENT

EXHIBIT E

RETAINED LIABILITIES

A. All income taxes (if any) arising out of the operation of the Business imposed on any Contributor or affiliates of any Contributor for any taxable periods ending on or prior to the date of this Agreement and the portion ending on the date of this Agreement of any taxable period that includes (but does not end) on the date of this Agreement.

EXHIBIT E

CONTRIBUTION AGREEMENT

EXHIBIT F

FORM OF BILL OF SALE

FOR AND IN CONSIDERATION OF the sum required to be paid pursuant to that certain Contribution Agreement, dated as of February 11, 2005, by and among MySpace, Inc., a Delaware corporation (the “Company”), Social Labs, LLC, a Delaware limited liability company (“Social Labs”), MySpace Ventures, LLC, a California limited liability company (“MSV” and, together with Social Labs, the “Contributors”) and Intermix Media, Inc., a Delaware corporation (the “Contribution Agreement”), the receipt and sufficiency of which are hereby acknowledged, Contributors do hereby sell and convey to the Company, all of Contributors’ right, title and interest in and to the Contributed Assets (as defined in the Contribution Agreement) including the assets described on Schedule 1 attached hereto and made a part hereof (the “Property”).

This instrument may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one instrument, but no counterpart shall be binding unless an identical counterpart shall have been executed and delivered by each of the other parties hereto.

(Signature Page Follows)

Bill of Sale

CONTRIBUTION AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale as of the 11th day of February, 2005.

CONTRIBUTORS:
Social Labs, LLC, a Delaware limited liability company
By:	Intermix Media, Inc. Managing Member
	By:
	Name:	Richard Rosenblatt
	Title:	Chief Executive Officer
MySpace Ventures LLC, a California limited liability company
By:
Name:	Christopher DeWolfe
Title:	President

ACKNOWLEDGED AND AGREED:
THE COMPANY:
MYSPACE, INC., a Delaware corporation
By:
Name:	Christopher DeWolfe
Title:	President

EXHIBIT F

CONTRIBUTION AGREEMENT

EXHIBIT G

FORM OF ASSIGNMENT AND ASSUMPTION OF

CERTAIN CONTRACT RIGHTS

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Intermix Media, Inc., a Delaware corporation (“Intermix”), MySpace Ventures LLC, a California limited liability company (“MSV”), and Social Labs, LLC, a Delaware limited liability company (“Social Labs” and, together with Intermix and MSV, “Assignors”), do hereby assign, convey, transfer and deliver to MySpace, Inc., a Delaware corporation (the “Company”), subject to and upon the terms and conditions of that certain Contribution Agreement, dated as of February 11, 2005, by and among the Company and Assignors (the “Contribution Agreement”), all of Assignors’ right, title and interest in and to (if any) the agreements listed on Schedule A attached hereto and made a part hereof together with all amendments and clarifications attached thereto (the “Contracts”).

The Company hereby accepts said assignment and hereby assumes the Contracts subject to and upon the terms and conditions of the Contribution Agreement and the Assumption of Liabilities dated as of the date hereof.

(Signature Page Follows)

Assignment of Contracts

IN WITNESS WHEREOF, Assignor and the Company, intending to be legally bound hereby, have caused this instrument to be executed and delivered as of this 11th day of February, 2005.

ASSIGNORS:
Intermix Media, Inc., a Delaware corporation
By:
Name:	Richard Rosenblatt
Title:	Chief Executive Officer
MySpace Ventures LLC, a California limited liability company
By:
Name:	Christopher DeWolfe
Title:	President
Social Labs, LLC, a Delaware limited liability company
By:	Intermix Media, Inc. Managing Member
	By:
	Name:	Richard Rosenblatt
	Title:	Chief Executive Officer
THE COMPANY:
MySpace, Inc., a Delaware corporation
By:
Name:	Christopher DeWolfe
Title:	President

Assignment of Contracts

EXHIBIT H

ASSIGNMENT OF INTELLECTUAL PROPERTY

This ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”), dated as of February 11, 2005, is entered into by Social Labs, LLC, a Delaware limited liability company (“Social Labs”) and MySpace Ventures, LLC, a California limited liability company (“MSV,” and together with Social Labs, the “Assignors”), as assignors, in favor of MySpace, Inc., a Delaware corporation (the “Assignee”), as assignee, with reference to the following facts and circumstances:

WHEREAS, Assignors and Assignee have entered into a Contribution Agreement, dated as of February 11, 2005, by and among Assignors, Assignee and Intermix Media, Inc., a Delaware corporation (the “Contribution Agreement”), pursuant to which Assignors have agreed to contribute all of their respective right, title and interest in and to the Contributed Assets to the Assignee upon the terms and conditions set forth therein; and

WHEREAS, Assignee would not have entered the Contribution Agreement but for Assignors’ execution of this Assignment.

NOW, THEREFORE, to all whom it may concern, be it known that for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, Assignor agrees:

1. Definitions. Except as specified to the contrary, all capitalized terms in this Assignment shall have the meanings assigned to them in the Contribution Agreement.

2. Assignment of Intellectual Property. Subject to the terms and conditions of the Contribution Agreement, effective on the date hereof, Assignors hereby assign to Assignee all of their respective right, title and interest in and to the Domain Names, Web Site, Web Site Materials and Marks.

(Signature Page Follows)

Assignment of Intellectual Property

Executed this 11th day of February, 2005.

SOCIAL LABS, LLC, a Delaware limited liability company
By:	Intermix Media, Inc. Managing Member
	By:
	Name:	Richard Rosenblatt
	Title:	Chief Executive Officer
MYSPACE VENTURES, LLC, a California limited liability company
	By:
	Name:	Christopher DeWolfe
	Title:	President

Assignment of Intellectual Property

EXHIBIT I

ASSUMPTION OF LIABILITIES

Pursuant to that certain Contribution Agreement dated as of February 11, 2005, by and among MySpace, Inc., a Delaware corporation (the “Company”), Intermix Media, Inc., a Delaware corporation, Social Labs, LLC, a Delaware limited liability company, and MySpace Ventures LLC, a California limited liability company (the “Contribution Agreement”), for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company does hereby absolutely and unconditionally assume the Assumed Liabilities as such term is defined in the Contribution Agreement subject to the terms and conditions of the Contribution Agreement.

(Signature Page Follows)

Assumption of Liabilities

Executed at Santa Monica, California, this 11th day of February, 2005.

MYSPACE, INC., a Delaware corporation
By:
Name:	Christopher DeWolfe
Title:	President

Assumption of Liabilities

EX-10.2

Exhibit 10.2

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of the 11th day of February, 2005, by and among MYSPACE, INC., a Delaware corporation (the ”Corporation”), INTERMIX MEDIA, INC., a Delaware corporation (including any successor in interest thereto, ”Intermix”), MYSPACE VENTURES, LLC, a California limited liability company (“MSV”), REDPOINT VENTURES I, L.P., a Delaware limited partnership (“Redpoint LP I”), REDPOINT ASSOCIATES I, LLC, a Delaware limited liability company (“Redpoint LLC I”), REDPOINT VENTURES II, L.P., a Delaware limited partnership (“Redpoint LP II”), REDPOINT ASSOCIATES II, LLC, a Delaware limited liability company (“Redpoint LLC II”), REDPOINT TECHNOLOGY PARTNERS Q-1, L.P., a Delaware limited partnership (“Redpoint Technology Q-1”), and REDPOINT TECHNOLOGY PARTNERS A-1, L.P., a Delaware limited partnership (“Redpoint Technology A-1,” and together with Redpoint LP I, Redpoint LLC I, Redpoint LP II, Redpoint LLC II and Redpoint Technology Q-1, “Redpoint”). Intermix, MSV and Redpoint, together with any subsequent holders of Common Stock (as defined below) or Series A Preferred Stock (as defined below) that become parties to this Agreement, are collectively referred to herein as the “Stockholders.” The addresses of the Corporation and current Stockholders are listed on Exhibit A hereto.

RECITALS

A. The Corporation is in the business of owning and operating an Internet web site known as “myspace.com.”

B. Each Stockholder owns, or will own as of the date hereof, directly or indirectly, the shares of Common Stock and/or Series A Preferred Stock set forth opposite such Stockholder’s name on Schedule 1 hereto, as it may be amended from time to time.

C. As of the date hereof, the Corporation is issuing and selling 870,171 shares of Series A Preferred Stock and 1,137,624 shares of Common Stock to Redpoint (collectively, the “Redpoint Shares”) pursuant to a Series A Preferred and Common Stock Purchase Agreement by and among Redpoint and the Corporation of even date herewith (the “Stock Purchase Agreement”).

D. The execution and delivery of this Agreement is a condition to the closing of the issuance and sale of the Redpoint Shares pursuant to the Stock Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual premises set forth above and the covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

(a) “Affiliate” means (i) with respect to any individual, (A) a spouse or descendant, through blood or adoption, of such individual, (B) any trust, family partnership or limited liability company whose beneficiaries shall primarily be such individual and/or such individual’s spouse and/or any Person related by blood or adoption to such individual or such individual’s

spouse, and (C) the estate or heirs of such individual, and (ii) with respect to any Person that is not an individual, any other Person that, directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person and/or one or more Affiliates thereof.

(b) “Annual Plan” means, for each fiscal year of the Corporation, an annual updated consolidated business and strategic budget and plan (which budget and plan shall specify which line items are operational items and which line items are strategic items), including cash flow and other financial projections (setting forth in detail the assumptions therefor) on a monthly basis for the Corporation for the applicable fiscal year of the Corporation. The Annual Plan for each year will also contain performance criteria for employee bonuses for such year.

(c) “Board” means the board of directors of the Corporation.

(d) “Certificate” means the Certificate of Incorporation of the Corporation, as the same may be amended from time to time.

(e) “Change of Control of Intermix” means the occurrence of any of the following events:

(i) the acquisition, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act of “beneficial ownership” (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“voting securities”) of Intermix that represent 50% or more of the combined voting power of Intermix’s then outstanding voting securities; or

(ii) any merger, consolidation, reorganization, or business combination or sale or other disposition of all or substantially all of Intermix’s assets, other than any such transaction which results in the Intermix’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of Intermix or the person that, as a result of the transaction, controls, directly or indirectly, Intermix or owns, directly or indirectly, all or substantially all of Intermix’s assets or otherwise succeeds to the business of Intermix (Intermix or such person, the “Successor Entity”)) directly or indirectly, at least 50% of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction.

(f) “Common Stock” means shares of the common stock, par value $0.001 per share, of the Corporation.

(g) “Common Stock Equivalents” means securities convertible into, or exchangeable for, or exerciseable into, shares of Common Stock (including, without limitation, the Series A Preferred Stock).

(h) “Contribution Agreement” means that certain Contribution Agreement, dated as of the date hereof, by and between the Corporation, Intermix, MSV and Social Labs LLC, a Delaware limited liability company.

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(i) “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies (investment or otherwise) of a Person, whether through ownership of voting securities, by contract or otherwise.

(j) “Equity Incentive Plan” means the Corporation’s 2005 Equity Incentive Plan, as in effect on the date hereof (including with respect to the amount of shares of Common Stock issuable thereunder as of the date hereof).

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(l) “Intermix Rights Period” means any period during which Intermix (i) directly or indirectly holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) or (ii) is required to account for its equity interest in the Corporation under the equity method of accounting under generally accepted accounting principles or under applicable financial reporting requirements of the Securities and Exchange Commission.

(m) “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, an investment fund, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(n) “Preferred Stock” means shares of preferred stock, par value $0.001 per share, of the Corporation.

(o) “Qualified IPO” means the sale, in an Underwritten Offering, of Common Stock for a purchase price per share of not less than $17.25 (as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) resulting in gross proceeds to the Corporation of not less than $20,000,000 other than any offering made in connection with a compensatory benefit plan or an acquisition transaction, including a transaction subject to Rule 145 under the Securities Act.

(p) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(q) “Series A Preferred Stock” means the Series A Convertible Preferred Stock, par value $0.001 per share, of the Corporation.

(r) “Stockholder’s Shares” or “Shares” means all shares of the Corporation’s capital stock now owned or subsequently acquired by a Stockholder (including, without limitation, shares of Common Stock and Series A Preferred Stock).

(s) “Stockholder” means each party to this Agreement (other than the Corporation) and any other Person who executes, and agrees to bound by the terms of this Agreement.

(t) “Underwritten Offering” means a registration under the Securities Act, in which securities of the Corporation are sold to an underwriter on a firm commitment basis for reoffering to the public.

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(u) The words “sale,” “sell,” “transfer” and the like shall include any disposition by way of transfer with or without consideration, to any persons for any purpose and include without limitation, public or private offerings.

ARTICLE 2

TRANSFERS; NOTICE; RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE

2.1 General Restriction on Shares. During the term of this Agreement, all of a Stockholder’s Shares shall be subject to the terms of this Agreement. No Stockholder shall transfer, sell, assign or otherwise dispose (each, a “Transfer”) any Shares other than pursuant to the terms of this Agreement, and any Transfers in violation of this Agreement shall be null and void. All Transfers of Shares shall be subject to compliance with state and federal securities laws, and in the event of a Transfer that is not pursuant to an effective registration statement the Corporation may require the transferor to provide the Corporation with an opinion of counsel reasonably satisfactory to the Corporation to the effect that such Transfer does not require registration under the Securities Act. Without limiting the generality of the foregoing, Intermix shall not Transfer (by way of dividend or otherwise) any of the Shares held by it to Intermix’s shareholders if such Transfer would cause the Corporation to become subject to the reporting requirements under the Exchange Act.

2.2 Notice Provisions; Contents Thereof. If any Stockholder (each, a “Transferring Stockholder”) proposes to Transfer to any Person any Shares (the “Transfer Shares”) in one or more related transactions, then, except as provided in Section 2.7 hereof, the Transferring Stockholder shall promptly give written notice (the “Notice”) to the other Stockholders (collectively, the “Transfer Offerees”) and the Corporation of such proposed Transfer. The Notice shall describe in reasonable detail the proposed Transfer including, without limitation: (a) the number of Transfer Shares to be Transferred; (b) the nature of such Transfer and the amount and form of consideration to be paid; (c) the name and address of each prospective purchaser or transferee; and (d) any other material terms and conditions upon which such Transfer is to be made, along with copies of all material, proposed agreements relating to such Transfer, including but not limited to, purchase agreements, voting or proxy agreements, and other agreements or documents requested by a Transfer Offeree.

2.3 Right of First Refusal.

2.3.1 Within fifteen (15) calendar days of its receipt of the Notice, the Corporation shall notify the Transferring Stockholder and the Transfer Offerees of the Corporation’s intent to purchase some or all of the Transfer Shares at the same price and upon the same terms upon which the Transferring Stockholder is proposing to dispose of such Transfer Shares, and, subject to Section 2.3.3 below, the Transferring Stockholder shall sell to the Corporation the Transfer Shares pursuant to such proposed terms. If the Corporation fails or declines to exercise fully its right of first refusal as described in the immediately preceding sentence, the Transferring Stockholder shall promptly deliver a notice thereof setting forth the number of Transfer Shares that the Corporation has elected not to purchase (the “Transfer Offeree Notice”) to the Transfer Offerees, and the Transfer Offerees may elect to purchase the

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Transfer Shares that the Corporation has elected not to purchase at the same price and upon the same terms which the Transferring Stockholder is proposing to dispose of such Transfer Shares by delivering a written notice (an “Acceptance Notice”) of such election to the Transferring Stockholder within fifteen (15) days of receipt of the Transfer Offeree Notice. Each Transfer Offeree that elects to deliver an Acceptance Notice shall specify in the Acceptance Notice the number of Transfer Shares that such Transfer Offeree is willing to acquire (which may be in excess of (but not less than) such Transfer Offeree’s Pro Rata Share). If the Transfer Offerees elect to purchase in the aggregate all of the Transfer Shares specified in the Transfer Offeree Notice, each such Transfer Offeree so electing shall be entitled and obligated to purchase, on the terms set forth in the Notice, a number of Transfer Shares equal to the sum of (a) the amount of such Transfer Offeree’s Pro Rata Share of Transfer Shares not being purchased by the Corporation, and (b) to the extent a Transfer Offeree elected to purchase more than its Pro Rata Share of Transfer Shares not being purchased by the Corporation, the lesser of (i) such Transfer Offeree’s proportionate share of any remaining Transfer Shares to be Transferred other than those Transfer Shares to be purchased by accepting Offer Transferees pursuant to clause (a) above (based upon the relative Pro Rata Share of each Transfer Offeree electing to purchase more than its Pro Rata Share of Transfer Shares not being purchased by the Corporation), or (ii) that number of Transfer Shares equal to the number of shares such Transfer Offeree elected to purchase minus such Transfer Offeree’s Pro Rata Share of Transfer Shares not being purchased by the Corporation (it being understood that the allocation procedures contemplated by this clause (ii) shall be repeated until all Transfer Shares have been allocated). Each Transfer Offeree’s “Pro Rata Share” shall mean the ratio, calculated in accordance with Section 2.6, of the number of shares of Common Stock of the Corporation held by the Transfer Offeree on the date of the Transfer Offeree Notice divided by the total number of shares of Common Stock of the Corporation held by all of the Transfer Offerees on the date of the Transfer Offeree Notice.

2.3.2 Each Transfer Offeree shall be entitled to apportion its Pro Rata Share to be purchased pursuant to this Section 2.3 among its Permitted Transferees (as defined in Section 2.7), provided that the Transfer Offeree notifies the Transferring Stockholder of such allocation.

2.3.3 In the event the Corporation and/or all or part of the Transfer Offerees, as applicable, fail to subscribe for all of the Transfer Shares pursuant to Section 2.3.1, then the Transferring Stockholder shall not be required to sell any of the Transferred Shares to the Corporation or any of the Transfer Offerees and, subject to Section 2.4, the Transferring Stockholder may Transfer all (but not less than all) of the Transfer Shares to third parties pursuant to Section 2.5 at the same price and upon the same terms and conditions specified in the Notice; provided, however, that in the event such Transfer Shares are not sold within ninety (90) calendar days of the date of the Notice, such Transfer Shares shall once again be subject to the right of first refusal and right of co-sale as provided for in Sections 2.3 and 2.4 of this Agreement.

2.3.4 Should the purchase price specified in the Notice be payable in property other than cash, the Corporation and/or the Transfer Offerees shall have the option to pay the purchase price contemplated by Section 2.3 in the form of cash equal in amount to the value of such property. If the Transferring Stockholder and the Corporation cannot agree on such cash value within ten (10) days after receipt by the Corporation and the Transfer Offerees of the Notice, the valuation shall be made by an independent appraiser of recognized standing selected

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by the Transferring Stockholder and the Corporation or, if they cannot agree on an appraiser within twenty (20) days after receipt by the Corporation and the Transfer Offerees of the Notice, each shall select an independent appraiser of recognized standing and the two appraisers shall designate a third independent appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Transferring Stockholder, on the one hand, and the Corporation and/or the Transfer Offerees (based on the relative amounts of Transfer Shares being purchased by the Corporation and the Transfer Offerees), on the other hand. If this Section 2.3.4 is applicable, then the time periods contemplated by Section 2.3.1 and Section 2.3.3 shall be deemed to commence on the date that the valuation contemplated by this Section 2.3.4 is determined.

2.4 Right of Co-Sale.

2.4.1 Co-Sale Obligations.

(a) If any Stockholder (or a direct or indirect transferee thereof) proposes to Transfer to any Person other than a Permitted Transferee any Transfer Shares in one or more related transactions, and the right of first refusal set forth in Section 2.3 above was not fully exercised (such that all Transfer Shares proposed to be transferred will not be Transferred to the Corporation and/or the Transfer Offerees), then the Transferring Stockholder will, via written notice, inform the other Stockholders (each, a “Co-Sale Stockholder”) and the Corporation of such fact and permit each Co-Sale Stockholder to participate in the Transfer of such Transfer Shares at the same price, and upon the same terms and conditions specified in the Notice in accordance with the provisions of this Section 2.4 herein. Such written notice is hereinafter referred to as the “Co-Sale Notice.”

(b) The Co-Sale Notice: (i) shall specify the number of Transfer Shares to be Transferred by the Transferring Stockholder, the sale price, the purchasers and all other terms of the Transfer; (ii) shall be titled “Co-Sale Notice”; and (iii) shall be delivered to each Stockholder and the Corporation within seven (7) calendar days after the Corporation and all Transfer Offerees exercise or decline to exercise their right of first refusal, as set forth in Section 2.3 above.

2.4.2 Right of Co-Sale. No later than fifteen (15) calendar days after its receipt of the Co-Sale Notice, each Co-Sale Stockholder shall notify the Transferring Stockholder of such Co-Sale Stockholder’s intent to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant to the terms the Transferring Stockholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares by the Transferring Stockholder shall be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred by the Transferring Stockholder by (b) a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total number of shares of Common Stock of the Corporation held by such Co-Sale Stockholder on the date of the Co-Sale Notice, and the denominator of which shall be the total number of shares of Common Stock of the Corporation held by all Co-Sale Stockholders and the Transferring Stockholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer to the prospective purchaser all or any

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portion of such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to pursuant to the terms hereof.

2.4.3 Delivery Requirements. Each Co-Sale Stockholder shall effect its participation in the Transferring Stockholder’s sale of Transfer Shares pursuant to Section 2.4 by promptly delivering to the Transferring Stockholder for Transfer to the prospective purchaser:

(a) one or more certificates, properly endorsed for Transfer, which represent that number of Shares which such Co-Sale Stockholder elects to sell; and

(b) an Assignment Separate from Certificate, via facsimile or otherwise, which represents such Co-Sale Stockholder’s Co-Sale Allocation (or applicable portion thereof).

The Corporation agrees to effect any such assignment concurrent with the actual transfer of such Transfer Shares to the purchaser.

2.4.4 Transfer of Shares; Remittance of Sale Proceeds. The stock certificate or certificates that any Co-Sale Stockholder delivers to the Transferring Stockholder pursuant to Section 2.4.3 shall be Transferred to the prospective purchaser in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Notice, and the Transferring Stockholder shall concurrently therewith remit to such Co-Sale Stockholder that portion of the sale proceeds to which such Co-Sale Stockholder is entitled by reason of its participation in such sale by wire transfer of immediately available funds to an account designated by such Co-Sale Stockholder. To the extent that any prospective purchaser prohibits such assignment or otherwise refuses to purchase shares or other securities from a Co-Sale Stockholder exercising its rights of co-sale hereunder, the Transferring Stockholder shall not sell to such prospective purchaser or purchasers any Transfer Shares unless and until, simultaneously with such sale, the Transferring Stockholder shall purchase such shares or other securities from the Co-Sale Stockholders on the same terms as described in the Notice.

2.5 Subsequent Sales. The exercise or non-exercise of the rights of the Corporation, a Transfer Offeree or a Co-Sale Stockholder hereunder to participate in one or more sales of Transfer Shares made by the Transferring Stockholder shall not adversely affect the Corporation’s, such Transfer Offeree’s or such Co-Sale Stockholder’s rights to participate in subsequent sales of the Transferring Stockholder’s Shares subject to the terms of this Agreement pursuant to Section 2.1 hereof.

2.6 Methodology for Calculations. For purposes of this Agreement, the proposed Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer of the shares of Common Stock into which such Common Stock Equivalent can be converted, exchanged, or exercised. Unless otherwise specifically provided, for purposes of all calculations under this Agreement (including, without limitation, determining the amount of outstanding Common Stock as of any date, the amount of Common Stock owned by any Person, and the percentage of outstanding Common Stock owned by any Person), all Common Stock into which any Common Stock Equivalents are convertible, exchangeable or exercisable shall be deemed to be

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outstanding as of the date of calculation (and held by the holder of such Common Stock Equivalents).

2.7 Exempt Transfers of Transferring Stockholder’s Stock. Notwithstanding the foregoing, but subject to Section 2.1 above, the right of first refusal of the Corporation and the Transfer Offerees under Section 2.3 and the right of co-sale of the Co-Sale Stockholders under this Section 2.4 shall not apply to:

(a) any Transfer by a Transferring Stockholder to the Transferring Stockholder’s Affiliates or any Transfer by way of bequest or inheritance upon death (any transferee pursuant to this clause (a), a “Permitted Transferee”);

(b) any Transfer of Shares pursuant to the provisions of Article 7 of this Agreement;

(c) any pledge of Transfer Shares made pursuant to a bona fide loan transaction that creates a mere security interest; or

(d) any Transfer to the Corporation;

provided, however, that any pledgee or transferee (other than the Corporation) shall agree in writing to be bound by and comply with all provisions hereof. Notwithstanding the preceding sentence, the Transferring Stockholder shall inform the Corporation of any such Transfer prior to effecting it. Such Transferred Transfer Shares shall remain “Shares” hereunder, and such transferee or donee shall execute the Joinder Agreement and shall be treated as a “Stockholder” for purposes of this Agreement.

ARTICLE 3

PREEMPTIVE RIGHTS

3.1 Preemptive Rights.

Except for Excluded Securities (as hereinafter defined), the Corporation shall not issue, sell, or exchange, or agree to issue, sell, or exchange (collectively, “Issue,” and any issuance, sale, or exchange resulting therefrom, an “Issuance”) (a) any shares of capital stock of the Corporation or any of its subsidiaries or (b) any other equity security of the Corporation, including, without limitation, any options, warrants, or other rights to subscribe for, purchase, or otherwise acquire any capital stock or other equity security of the Corporation, unless, in each case, the Corporation shall have first given written notice (the “Article 3 Notice”) to each Stockholder (each, an “Article 3 Offeree”) (so long as, in each case, such Stockholder directly or indirectly through its Affiliates owns at least 1,000,000 shares of Common Stock (on an as converted and as exercised basis) and has not previously forfeited its rights under this Article 3 pursuant to Section 3.3 below) that shall (i) state the Corporation’s intention to sell any of the securities described in (a) and/or (b) above, the amount to be issued, sold, or exchanged, the terms of such securities, the purchase price therefor, and a summary of the other material terms of the proposed issuance, sale, or exchange and (ii) offer (an “Article 3 Offer”) to Issue to each Article 3 Offeree such Article 3 Offeree’s Proportionate Percentage (as defined below) of such securities (with respect to each Article 3 Offeree, the “Offered Securities”) upon the terms and

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subject to the conditions set forth in the Article 3 Notice, which Article 3 Offer by its terms shall remain open for a period of twenty (20) days from the date it is delivered by the Corporation to the Article 3 Offerees (and, to the extent the Article 3 Offer is accepted during such twenty (20)-day period, until the closing of the Issuance contemplated by the Article 3 Offer). “Proportionate Percentage” for the purposes of this Section shall mean the quotient, determined in accordance with Section 2.6, obtained by dividing (x) the number of shares of Common Stock owned by the Article 3 Offeree, by (y) the total number of shares of Common Stock owned by all of the Article 3 Offerees on the date of the Article 3 Offer. Each Article 3 Offeree shall be entitled to apportion its Offered Securities among its Permitted Transferees.

3.2 Notice of Acceptance.

Notice of an Article 3 Offeree’s intention to accept an Article 3 Offer, in whole or in part, shall be evidenced in writing signed by such party and delivered to the Corporation prior to the end of the twenty (20)-day period of such Article 3 Offer (each, an “Article 3 Notice of Acceptance”), setting forth the portion of the Offered Securities that the Article 3 Offeree elects to purchase.

3.3 Failure to Fully Subscribe.

In the event that an Article 3 Notice of Acceptance is not given by any Article 3 Offeree in respect of all of the Offered Securities (a “Non-Fully Subscribing Offeree”), then (a) the other Article 3 Offerees shall each have the right and option exercisable for a period of five (5) days commencing upon the expiration of the Article 3 Offer to purchase the amount of remaining Offered Securities equal to its Proportionate Percentage of such securities (treating only the remaining Article 3 Offerees as Article 3 Offerees for these purposes) or such other amount as may be agreed upon by such Article 3 Offerees and (b) the Non-Fully Subscribing Offeree shall forfeit its preemptive rights set forth in this Article 3 with respect to future Issuances by the Corporation.

3.4 Corporation’s Right to Issue.

3.4.1 In the event that the Article 3 Offerees do not elect to purchase all the Offered Securities in accordance with Sections 3.2 and 3.3 above, the Corporation shall have ninety (90) calendar days following the earlier of (a) delivery of the Article 3 Notice of Acceptance or the expiration of the five (5)-day period referred to in Section 3.3, as applicable, or (b) the twenty (20)-day period referred to in Section 3.2 above, if no Article 3 Notice of Acceptance is delivered, to Issue all or any part of such remaining Offered Securities to any other Person(s) (the “Other Buyers”), but only at a price not less than the price, and on terms no more favorable to the Other Buyers than the terms, stated in the Article 3 Offer Notice.

3.4.2 If the Corporation does not consummate the Issuance of all or part of the remaining Offered Securities to the Other Buyers within such ninety (90)-day period, the right provided hereunder shall be deemed to be revived and such securities shall not be offered unless first re-offered to each Article 3 Offeree in accordance with this Article 3.

3.4.3 Within thirty (30) days of the closing of the Issuance to the Other Buyers of all or part of the remaining Offered Securities (or, at the request of any Article 3 Offeree,

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contemporaneously with such closing), each Article 3 Offeree shall purchase from the Corporation, and the Corporation shall Issue to each such Article 3 Offeree (or any permitted transferee(s) designated by it), the Offered Securities that the Article 3 Offeree committed to purchase pursuant to Sections 3.2 and 3.3, on the terms specified in the Article 3 Offer. The purchase by an Article 3 Offeree of any Offered Securities is subject in all cases to the execution and delivery by the Corporation and the Article 3 Offeree of a purchase agreement relating to such Offered Securities in form and substance similar in all material respects to the extent applicable to that executed and delivered between the Corporation and the Other Buyers.

3.5 Excluded Securities.

For purposes of this Article 3, “Excluded Securities” shall mean: (a) securities issued pursuant to the Stock Purchase Agreement; (b) shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock; (c) any capital stock issued as a stock dividend or upon any stock split or other subdivision or combination of shares of the Corporation’s capital stock; (d) shares of Common Stock issued in any Qualified IPO; (e) shares of Common Stock or Common Stock Equivalents issuable or issued to employees or directors of the Corporation or consultants providing bona fide services to the Corporation pursuant to the Equity Incentive Plan; (f) securities issued pursuant to any Common Stock Equivalents provided that the Corporation shall have complied with the preemptive rights established by this Article 3 with respect to the initial sale or grant by the Corporation of such Common Stock Equivalents; and/or (g) shares of Common Stock or Common Stock Equivalents issued pursuant to or in connection with (1) any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution and/or (2) in connection with strategic transactions involving the Corporation and other entities, including (A) acquisitions (of assets or equity interests), mergers and/or consolidations, (B) joint ventures, manufacturing, marketing or distribution agreements, or (C) technology transfer or development arrangements, provided that such issuance is approved by the Board and/or (3) a merger or consolidation or acquisition of any other entity or assets thereof that is approved by the Board; provided that so long as the Redpoint Designation Period (as defined below) is still in effect, issuances in reliance on this Section 3.5(g) shall not exceed 400,000 shares of Common Stock or Common Stock Equivalents (as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) in any single transaction or series of related transactions unless such transaction or series of related transactions is approved by the Board, including the affirmative vote of the Redpoint Director (in which case such limitation shall not apply).

3.6 Right to Purchase Additional Securities.

3.6.1 The Corporation shall not Issue any Special Securities (as defined below) unless the Corporation shall have first complied with the provisions of this Section 3.6. If the Corporation proposes to Issue any Special Securities, it shall, prior to any such Issuance, give written notice to Intermix (so long as Intermix directly or indirectly through its Affiliates owns more than fifty percent (50%) of the Common Stock of the Corporation (calculated in accordance with Section 2.6 and after giving effect to the maximum number of Intermix Increasing Securities that Intermix may be entitled to purchase pursuant to Section 3.6.2 below) (the “Intermix Special Securities Notice”) that shall (a) state the Corporation’s intention to sell the Special Securities, the amount to be issued, sold or exchanged, the terms of the Special

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Securities, the purchase price therefor, and a summary of the other material terms of the proposed issuance, sale or exchange and (b) offer (the “Intermix Special Securities Offer”) to Issue to Intermix an equal number (and type) of Special Securities (the “Intermix Special Securities”) at the Intermix Special Securities Purchase Price (as defined in Section 3.6.3 below), which offer shall remain open for a period of fifteen (15) days following the date the Intermix Special Securities Purchase Price is determined pursuant to Section 3.6.3 (and, to the extent the Intermix Special Securities Offer is accepted during such fifteen (15)-day period, until the closing of the Issuance contemplated by the Intermix Special Securities Offer). “Special Securities” shall mean for purposes of this Section 3.6 any securities that the Corporation proposes to Issue that are described in subsection (g) of the definition of “Excluded Securities” in Section 3.5 above.

3.6.2 Except as set forth in Section 3.6.2(b) below, if any outstanding Common Stock Equivalents become exercisable, convertible or exchangeable into a greater number of shares of Common Stock after the date hereof (other than as a result of stock splits, reverse stock splits, stock dividends, recapitalizations and the like that do not result in a change of any Stockholder’s percentage ownership of outstanding Common Stock calculated in accordance with Section 2.6) including, without limitation, as a result any anti-dilution adjustment with respect to the Series A Preferred Stock (the event giving rise to any such change in the number of shares of Common Stock underlying such Common Stock Equivalents being hereafter referred to as the “Adjustment Event”), then Intermix shall have the right to purchase, at the Intermix Increasing Securities Purchase Price (as defined in Section 3.6.3 below), a number of shares (such shares being the “Intermix Increasing Securities”) of the Adjustment Securities (as defined below) from the Corporation such that following such purchase (and any Adjustment Event(s) that may result from Intermix’s purchase of Intermix Increasing Securities) Intermix continues to have the same Section 3.6 Pro Rata Share as Intermix had immediately prior to such Adjustment Event. “Section 3.6 Pro Rata Share” shall mean (x) the number of shares of Common Stock (calculated in accordance with Section 2.6) held by Intermix, divided by (y) the number of shares of Common Stock (calculated in accordance with Section 2.6) of the Corporation then outstanding. The Corporation shall notify Intermix of the occurrence of an Adjustment Event and its calculation of the number of Intermix Increasing Securities within two business days of the date of the Adjustment Event (the “Increasing Securities Notice”), and Intermix may exercise its right to acquire the Intermix Increasing Securities at any time during the fifteen (15) day period following the determination of the Intermix Increasing Securities Purchase Price for the Intermix Increasing Securities pursuant to Section 3.6.3. For purposes of Section 3.6, “Adjustment Securities” shall be the class and series of capital stock or other securities the issuance of which caused the Adjustment Event (by way of illustration and not limitation, if an issuance of Series B Preferred Stock causes an anti-dilution adjustment with respect to the conversion price of the Series A Preferred Stock, and such adjustment is an Adjustment Event, the Adjustment Securities would be Series B Preferred Stock).

(b) Notwithstanding anything to the contrary set forth in Section 3.6.2(a) or otherwise herein, Section 3.6.2(a) shall not apply with respect to any particular Adjustment Event if either (i) such Adjustment Event results from an Issuance of Offered Securities as to which (x) Intermix had a right of first offer pursuant to Section 3.1 hereof and (y) Intermix did not exercise in full its right to purchase its full Proportionate Percentage of the Offered Securities, or (ii) Intermix’s Section 3.6 Pro Rata Share immediately prior to the

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Adjustment Event (taking into account for such purpose any Offered Securities purchased, or to be purchased, by Intermix pursuant to Section 3 above or otherwise in connection with such Adjustment Event) is less than or equal to Intermix’s Section 3.6 Pro Rata Share immediately following the Adjustment Event (taking into account for such purpose any Offered Securities purchased, or to be purchased, by Intermix pursuant to Section 3.1).

3.6.3 The purchase price for the Intermix Special Securities (the “Intermix Special Securities Purchase Price”) or the Intermix Increasing Securities (the “Intermix Increasing Securities Purchase Price”) shall be the fair market value of such Intermix Special Securities or Intermix Increasing Securities, as applicable, as determined by mutual agreement of Intermix and a majority of disinterested directors of the Corporation (it being understood that the Intermix Directors and the At-Large Director shall not be considered disinterested directors for purposes of this Section 3.6.3); provided, however, that if Adjustment Securities that give rise to an Adjustment Event are issued for equity financing purposes, then the Intermix Increasing Securities Price per share of Intermix Increasing Securities shall be equal to the price per share paid by the investors in such equity financing for the Adjustment Securities. Intermix and the disinterested directors shall use their good faith efforts to agree upon the applicable purchase price. In each case, if Intermix and a majority of disinterested directors of the Corporation cannot agree on such purchase price within ten (10) days after the date Intermix receives the Intermix Special Securities Notice or the Increasing Securities Notice (or, if earlier, within ten (10) days of the date that Intermix notifies the Corporation that it has become aware of an event triggering its rights under Section 3.6), as applicable, the valuation shall be made by an independent appraiser of recognized standing mutually selected by Intermix and a majority of disinterested directors of the Corporation or, if they cannot agree on an appraiser within twenty (20) days after the date Intermix receives the Intermix Special Securities Notice or the Increasing Securities Notice (or, if earlier, within twenty (20) days of the date that Intermix notifies the Corporation that it has become aware of an event triggering its rights under Section 3.6), as applicable, each shall select an independent appraiser of recognized standing (no later than the expiration of such twenty (20)-day period) and the appraisers shall be instructed to promptly designate an independent appraiser of recognized standing, whose appraisal shall be determinative of the applicable purchase price. The parties shall use their reasonable best efforts to select an appraiser and cause the applicable appraiser to complete such appraisal as promptly as possible. The appraiser(s) shall be instructed to determine the Intermix Special Securities Purchase Price or the Intermix Increasing Securities Purchase Price, as applicable, based on the fair market value of the Intermix Special Securities or the Intermix Increasing Securities, as applicable. The cost of such appraisal shall be shared equally by Intermix and the Corporation.

3.6.4 Notice of Intermix’s intention to accept the Intermix Offer or to purchase the Intermix Increasing Securities shall be evidenced in writing signed by Intermix and delivered to the Corporation within fifteen (15) days following the date the Intermix Special Securities Purchase Price or Intermix Increasing Securities Purchase Price, as applicable, is determined pursuant to Section 3.6.3 above (the “Intermix Notice of Acceptance”).

3.6.5 If Intermix delivers an Intermix Notice of Acceptance in respect of an Intermix Special Securities Offer, then the Corporation shall not Issue the Special Securities until after (or contemporaneously with) the Issuance of the Intermix Special Securities to Intermix (in exchange for the Intermix Special Securities Purchase Price) pursuant to this Section 3.6. If

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Intermix delivers an Intermix Notice of Acceptance with respect to the purchase of Intermix Increasing Securities, then the corporation shall promptly issue the Intermix Increasing Securities to Intermix pursuant to this Section 3.6 in exchange for the Intermix Increasing Securities Purchase Price. In the event Intermix does not deliver an Intermix Notice of Acceptance within such fifteen (15)-day period, then Intermix shall forfeit (i) its rights under this Section 3.6 with respect to the applicable Issuance of Special Securities or Adjustment Event and (ii) its rights under this Section 3.6 with respect to future Issuances of Special Securities and future Adjustment Events; provided that Intermix shall not forfeit its rights with respect to future Issuances of Special Securities and future Adjustment Events under clause (ii) of this sentence if, after giving effect to the Issuance of Special Securities or Adjustment with respect to which Intermix elected not to deliver an Intermix Notice of Acceptance, Intermix would directly or indirectly continue to hold more than 50% of the Common Stock of the Corporation (calculated in accordance with Section 2.6 and assuming issuance of all securities authorized under the Equity Incentive Plan). If Intermix shall have forfeited its rights under clauses (i) and (ii) of the preceding sentence, then this Section 3.6 shall automatically thereupon terminate.

ARTICLE 4

BOARD OF DIRECTORS; GOVERNANCE

4.1 Election and Designation of Directors. Each Stockholder shall from time to time take such action, in his capacity as a direct or indirect stockholder of the Corporation, including the voting or causing to be voted of all Voting Stock (as defined below) owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a Board composed as follows:

4.1.1 The authorized number of directors on the Board shall be five (5);

4.1.2 For so long as Redpoint holds shares of Series A Preferred Stock and at least 1,000,000 shares of Common Stock (which 1,000,000 shares of Common Stock may include such shares of Series A Preferred Stock and shall be calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) (the “Redpoint Designation Period”), it shall designate the director to be elected pursuant to Section D(2)(c)(i) of the Certificate (the “Redpoint Director”), who shall initially be Geoffrey Yang;

4.1.3 During the Intermix Rights Period, Intermix shall designate two (2) of the directors to be elected pursuant to Section D(2)(c)(ii) of the Certificate (the “Intermix Directors”), who shall initially be Richard Rosenblatt and Andy Sheehan; provided that in the event Intermix directly or indirectly holds less than 2,000,000 shares of Common Stock (but more than 1,000,000 shares of Common Stock) (in each case calculated in accordance with Section 2.6 and adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) and is no longer required to account for its equity interest in the Corporation under the equity method of accounting under generally accepted accounting principals or under applicable financial reporting requirements of the Securities and Exchange Commission, then Intermix shall designate only one (1) Intermix Director (the period during which Intermix is entitled to designate an Intermix Director pursuant to this Section 4.1.3 shall be referred to as the “Intermix Designation Period”);

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4.1.4 For so long as MSV holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) (the “MSV Designation Period”), it shall designate one (1) of the directors to be elected pursuant to Section D(2)(c)(ii) of the Certificate (the “MSV Director”), who shall initially be Christopher DeWolfe; and

4.1.5 One (1) director shall be elected pursuant to Section D(2)(c)(iii) of the Certificate (the “At-Large Director”) by holders of a majority of Voting Stock (on an as-if converted basis); provided that, during the Intermix Designation Period, the At-Large Director shall not be an Affiliate of either of Intermix or VantagePoint Venture Partners.

4.2 Expenses. The Corporation shall pay the reasonable out-of-pocket expenses incurred by each Board member designated pursuant to Article 4 in connection with attending the meetings of the Board and any committees thereof.

4.3 Covenant to Vote.

4.3.1 Each of the Stockholders agrees to vote or cause to be voted, in person or by proxy, all of the Shares owned or controlled by such Stockholder and entitled to vote at any annual or special meeting of the stockholders of the Corporation called for the purpose of voting on the election of directors (“Voting Stock”), or to execute a written consent in lieu thereof, (a) in favor of the election or removal of the directors in accordance with the provisions of this Article 4, and (b) in favor of (i) any acquisition of the Corporation by a third party (including by way of merger, asset sale or otherwise) that is approved by the Board and (ii) any public offering or other equity financing of the Corporation that is approved by the Board (each such transaction an “Approved Transaction”), and shall take all other necessary or desirable actions within his or its control (including, without limitation, attending all meetings in person or by proxy for purposes of obtaining a quorum and executing all written consents in lieu of meetings, as applicable), and the Corporation shall take all necessary and desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), to effectuate the provisions of this Article 4. Without limiting the generality of the foregoing, the Stockholders expressly agree that notwithstanding the potential applicability of Section 2115(b) of the California General Corporation Law (the “CGCL”) to the election of directors of the Corporation (and applicable provisions of the Certificate relating thereto), the Stockholders will vote their shares of Voting Stock in favor of the election or removal of the directors in accordance with the provisions of this Article 4 as if the cumulative voting provisions of the CGCL (including without limitation, the cumulative voting provisions of Sections 301.5, 303 and 708 of the CGCL) did not apply to the election or removal of directors of the Corporation.

4.3.2 In addition to voting in favor of (or consenting to) such Approved Transaction in accordance with Section 4.3.1, each Stockholder agrees to each take all necessary and desirable actions approved by the Board in connection with the consummation of the Approved Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (a) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Transaction and (b) effectuate the allocation and distribution of the aggregate consideration upon the Approved Transaction; provided that this

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Section 4.3.2 shall not require any Stockholder to indemnify the purchaser in any Approved Transaction for breaches of the representations, warranties or covenants of the Company or any other Stockholder, except to the extent (i) such Stockholder is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all Stockholders that are similarly situated and hold the same class or series of capital stock) and (ii) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Transaction; further provided that this Section 4.3.2 shall not require Intermix to enter into any non-competition agreement, non-solicitation agreement or similar agreement restricting the manner in which Intermix may conduct business in connection with such Approved Transaction. Further, each Stockholder also agrees (1) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Approved Transaction, and (2) to direct and use such Stockholder’s commercially reasonable efforts to cause such Stockholder’s employees, agents and representatives not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal for the Approved Transaction or any proposal that is intended, or could otherwise reasonably be expected, to delay, prevent, impair, interfere with, postpone or adversely affect the ability of the Corporation to consummate the Approved Transaction. All Stockholders will bear their pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any Approved Transaction to the extent such costs are incurred for the benefit of all selling Stockholders and are not otherwise paid by the Corporation or the other party. Costs incurred by any Stockholder on its own behalf will not be considered costs of the Approved Transaction hereunder.

4.4 Removal of Directors.

4.4.1 At all times (a) during the Redpoint Designation Period, Redpoint shall have the right to require the removal, with or without cause, of the Redpoint Director, and no other Person shall have any rights to remove the Redpoint Director; (b) during the Intermix Designation Period, Intermix shall have the right to require the removal, with or without cause, of any or all of the Intermix Directors, and no other Person shall have any rights to remove any Intermix Director; (c) during the MSV Designation Period, MSV shall have the right to require the removal, with or without cause, of the MSV Director, and no other Person shall have any rights to remove the MSV Director and (d) holders of a majority of Voting Stock (on an as-if converted basis) shall have the right to require the removal, with or without cause, of the At-Large Director.

4.4.2 In the event that any of Intermix, MSV, Redpoint or holders of a majority of Voting Stock (on an as-if converted basis) shall, in accordance with Section 4.1, request the removal of the Redpoint Director, any Intermix Director, the MSV Director or the At-Large Director, as applicable, then each of the other Stockholders hereby agrees to join with Redpoint, Intermix, MSV or holders of a majority of Voting Stock (on an as-if converted basis), as applicable, in recommending such removal as described above, and in causing the Corporation either to promptly hold a special meeting of stockholders and to vote or cause to be voted, in person or by proxy, all of the Common Stock and Preferred Stock owned or controlled by such Stockholder and entitled to vote at such meeting or to execute a written consent in lieu thereof, as the case may be, effecting such removal.

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4.5 Quorum. For purposes of meetings of the Board, the Bylaws of the Corporation shall provide for a quorum to consist of at least 51% of the full Board.

4.6 Vacancies. Except as described below, in the event a vacancy is created on the Board by reason of the death, disability, removal or resignation of any director or otherwise, (a) such vacancy may be filled by the remaining directors in accordance with the Bylaws, and with respect to the Redpoint Director, the Intermix Directors, the MSV Director and the At-Large Director, after obtaining the designation of Redpoint, Intermix, MSV or holders of a majority of Voting Stock, as applicable, and (b) if not so filled, each of the Stockholders hereby agrees, in its capacity as a stockholder of the Corporation, to elect a director to fill such vacancy in accordance with the selection procedures set forth in Section 4.1. Upon the designation of a successor director, each of the Stockholders hereby agrees, in his capacity as a stockholder of the Corporation, to use its best efforts to cause the Corporation either to promptly hold a special meeting of stockholders or to execute a written consent in lieu thereof, and each of the Stockholders hereby agrees to vote or cause to be voted all of the Common Stock owned or controlled by such Stockholder and entitled to vote at such meeting, in person or by proxy, or pursuant to such written consent of stockholders, in favor of the person or persons selected in accordance with Section 4.1 to fill such vacancy and, if necessary, in favor of removing any director elected to fill such vacancy other than in accordance with the selection procedures of Section 4.1.

4.7 Indemnification Provisions. The Corporation shall enter into an indemnification agreement with each of its executive officers and directors, substantially in the form of Exhibit B hereto.

ARTICLE 5

FINANCIAL STATEMENTS AND OTHER INFORMATION; INSPECTIONS;

ADDITIONAL AGREEMENTS

5.1 Delivery of Financial Information.

Prior to the consummation of a Qualified IPO, the Corporation shall comply with the provisions of this Article 5:

5.1.1 Monthly Statements. So long as the Intermix Rights Period is in effect (with respect to Intermix) or so long as Redpoint (together with its Affiliates) directly or indirectly holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) (with respect to Redpoint), then as soon as available, but not later than 10 business days after the end of each monthly accounting period, the Corporation shall cause to be delivered to Intermix and/or Redpoint, as applicable, an unaudited internal financial report of the Corporation in the form provided to the Corporation’s senior management, and which shall include the following:

(a) a profit and loss statement for such monthly accounting period, together with a cumulative profit and loss statement from the first day of the current fiscal year to the last day of such monthly accounting period;

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(b) a balance sheet as at the last day of such monthly accounting period;

(c) a cash flow analysis for such monthly accounting period on a cumulative basis for the current fiscal year to date;

(d) a narrative summary (including a comparison to the Annual Plan and to prior accounting periods) of the Corporation’s operating and financial performance for such monthly accounting period; and

(e) if applicable, a comparison between the actual figures for such monthly accounting period and the comparable figures for the prior year for such monthly accounting period, with an explanation of any material differences between them.

5.1.2 Quarterly Financial Statements. So long as the Intermix Rights Period is in effect (with respect to Intermix) or so long as Redpoint (together with its Affiliates) directly or indirectly holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) (with respect to Redpoint), then, as soon as available, but not later than 10 business days after the end of each of the first three (3) quarters of each fiscal year of the Corporation, the Corporation shall cause to be delivered to Intermix and/or Redpoint, as applicable, unaudited consolidated financial statements of the Corporation, which shall include a statement of cash flows and statement of operations for such quarter and a balance sheet as at the last day thereof, each prepared in accordance with GAAP (except as set forth in the notes thereto), and setting forth in each case in comparative form the figures for the corresponding quarterly periods of the previous fiscal year, subject to changes resulting from normal year-end adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Corporation, except that such financial statements need not contain the notes required by generally accepted accounting principles.

5.1.3 Budget. So long as the Intermix Rights Period is in effect (with respect to Intermix) or so long as Redpoint (together with its Affiliates) directly or indirectly holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) (with respect to Redpoint), then, as soon as available, but not later than thirty (30) days prior to the beginning of each fiscal year, the Corporation shall cause to be delivered to Intermix and/or Redpoint, as applicable, the Annual Plan for the next fiscal year.

5.1.4 Annual Audit. So long as the Intermix Rights Period is in effect (with respect to Intermix) or so long as Redpoint (together with its Affiliates) or MSV (together with its Affiliates) directly or indirectly holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) (with respect to Redpoint or MSV, as applicable), then, (i) as soon as available, but not later than 30 days after the end of each fiscal year of the Corporation, the Corporation shall cause to be delivered to Intermix, Redpoint and/or MSV, as applicable, draft financial statements of the Corporation, which shall include a draft statement of

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cash flows and statement of operations for such fiscal year and a draft balance sheet as at the last day thereof, and (ii) as soon as available, but not later than 20 days prior to the date that Intermix or, if applicable, the Corporation is required to file its annual report on Form 10-K with the Securities and Exchange Commission, the Corporation shall cause to be delivered to Intermix, Redpoint and/or MSV, as applicable, the audited consolidated financial statements of the Corporation, which shall include a statement of cash flows and statement of operations for such fiscal year and a balance sheet as at the last day thereof, each prepared in accordance with GAAP (except as set forth in the notes thereto), and accompanied by the report of a firm of independent certified public accountants of recognized international standing that is the same firm of independent certified public accountants that has been retained by Intermix to deliver an audited opinion to Intermix with respect to Intermix’s financial statements. In addition, during such period, the Corporation shall cause to be delivered to Intermix and/or Redpoint, as applicable, copies of all reports and management letters prepared for or delivered to the management of the Corporation by its independent accountants.

5.1.5 Subsidiaries. If for any period the Corporation shall have any subsidiary or subsidiaries whose accounts are consolidated with those of the Corporation, then in respect of such period the financial statements delivered pursuant to the foregoing clauses shall be consolidated (and consolidating if normally prepared by the Corporation) financial statements of the Corporation and all such consolidated subsidiaries.

5.1.6 GAAP Reporting. The financial statements and reports delivered under this subsection shall fairly present in all material respects the financial position and results of operations of the Corporation at the dates thereof and for the periods then ended and shall have been prepared in accordance with GAAP (subject, in the case of unaudited financial statements, to normal year-end audit adjustments).

5.1.7 Sarbanes-Oxley and Exchange Act Compliance. So long as the Intermix Rights Period is in effect:

(a) The Corporation will establish and maintain internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), and the Corporation shall take all steps reasonably necessary to ensure that such internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Corporation shall establish policies and procedures so as to: (i) maintain records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on the financial statements. Without limiting the generality of the foregoing, such policies and procedures will

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be designed in a manner that will enable the Chief Executive Officer and Chief Financial Officer of Intermix to engage in the review and evaluation process mandated by the Exchange Act and to ensure that all information (both financial and non-financial) regarding the Corporation required to be disclosed by Intermix in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC;

(b) The Corporation shall disclose to Intermix at or prior to the delivery of each of quarterly and annual financial statements referenced above, based on its evaluation with respect to the most recent fiscal period covered by such financial statements: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s or Intermix’s ability to record, process, summarize and report financial information, in each case to the extent necessary for an officer of Intermix, to accurately make the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002; and (ii) any fraud, whether or not material, that involves management or other employees of the Corporation or any of its Subsidiaries, in each case who have a significant role in the Corporation’s internal control over financial reporting;

(c) The Corporation will disclose to Intermix at or prior to the delivery of the Quarterly and Annual Financial Statements pursuant to Sections 5.1.2 and 5.1.4 any change in internal control over financial reporting that occurred during the period ended covered by such financial statements that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting, including any corrective actions taken with regard to significant deficiencies or material weaknesses; and

(d) Without the prior consent of Intermix, the Corporation and its Subsidiaries shall not establish any material off-balance sheet obligation or liability of any nature (matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Corporation or any of its Subsidiaries, including, without limitation, in connection with any “off-balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-K) effected by the Corporation or any of its Subsidiaries.

5.1.8 Intermix Networks. So long as Intermix (together with its Affiliates) holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) the Corporation will continue to be reported as part of the “Intermix network” in surveys and reports compiled by comScore, Media Metrix, Nielson NetRatings and similar Internet audience measurement services.

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5.1.9 Inspection Rights. So long as the Intermix Rights Period is in effect (with respect to Intermix) or so long as Redpoint (together with its Affiliates) or MSV (together with its Affiliates) directly or indirectly holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) (with respect to Redpoint or MSV, as applicable), the Corporation shall afford to Intermix, Redpoint and/or MSV, as applicable, and to each of their respective employees, counsel and other authorized representatives, during normal business hours, access, upon reasonable advance notice, to all of the books, records and properties of the Corporation, and to make copies of such records and permit such Persons to discuss all aspects of the Corporation with any officers, employees or accountants of the Corporation, and the Corporation shall provide to Intermix and/or Redpoint, as applicable, such other information (in writing if so requested) regarding the assets, properties, operations, business affairs and financial condition of the Corporation as Intermix or Redpoint, as applicable, may reasonably request; provided, however, that such investigation and preparation of responses shall not unreasonably interfere with the operations of the Corporation. During such period, the Corporation will instruct its independent public accountants to discuss such aspects of the financial condition of the Corporation with Intermix or Redpoint and their respective representatives as Intermix and/or Redpoint, as applicable, may reasonably request, and to permit Intermix and/or Redpoint, as applicable, and their respective representatives to inspect, copy and make extracts from such financial statements, analyses, work papers, and other documents and information (including electronically stored documents and information) prepared by such accountants with respect to the Corporation as Intermix or Redpoint, as applicable, may reasonably request. Without limiting the generality of the foregoing, the Corporation shall provide such assistance, access, information and documents to Intermix as Intermix may reasonably require to enable Intermix to meet its financial reporting and other disclosure obligations with respect to the Corporation under the Exchange Act. In addition, the Corporation shall notify Intermix of the occurrence of any event relating to the Corporation that would result in Intermix having to file a Current Report on Form 8-K under the Exchange Act within one (1) business day of the occurrence of such event (assuming, for this purpose, that the Corporation constitutes a material subsidiary of Intermix) and shall provide the Corporation with copies of any contracts or other documents that it may be required to file as an exhibit to such Current Report; provided that the Corporation shall notify Intermix immediately upon becoming aware of the disclosure of any information relating to the Corporation that may constitute material nonpublic information of Intermix within the meaning of Regulation FD promulgated under the Exchange Act (other than information described in Rule 100(b)(2) of Regulation FD).

5.1.10 Confidentiality; Compliance with Securities Laws.

(a) Each Stockholder agrees to maintain the confidentiality of any confidential and proprietary information of the Corporation obtained by it (including, without limitation, any material nonpublic information) (“Confidential Information”); provided, however, that Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives, (ii) is already in the receiving party’s possession, provided that such information is not subject to a contractual, legal or fiduciary obligation of confidentiality for the benefit of the Corporation, or (iii) becomes available to the receiving party on a non-confidential

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basis from a source other than the Corporation or any of its affiliates or representatives, provided that such source is not bound by a contractual, legal or fiduciary obligation to keep such information confidential for the benefit of the Corporation; further provided that the foregoing will not prohibit a Stockholder from disclosing Confidential Information to (x) the extent it is required to do so by applicable law so long as such Stockholder provides Intermix immediate notice of the Confidential Information that it is legally required to disclose and takes appropriate steps to preserve the confidentiality of such information to the extent reasonably practicable (including by, for example, cooperating with the Corporation to seek an appropriate protective order), or (y) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Corporation, or to any Affiliate, partner, member, stockholder or wholly owned subsidiary of such Stockholder in the ordinary course of business, provided that any such Person that is not under a pre-existing confidentiality obligation with respect to such Confidential Information that is similar in scope to the provisions on Section 5.1.10 shall first agree in writing to be bound by terms no less restrictive than those provided for in this Section 5.1.10 in respect of such Confidential Information. Notwithstanding the foregoing, the Stockholders acknowledge that Intermix has reporting obligations with respect to the Corporation under the Exchange Act and that disclosure by Intermix of Confidential Information that it reasonably determines it is required to disclose shall not constitute a breach of this Section 5.1.10.

(b) The Corporation will take such measures as are reasonably requested by Intermix to enable Intermix to maintain compliance with the Securities Act and Exchange Act, which measures shall include implementation of internal policies to ensure that the Corporation’s personnel preserve the confidentiality of Confidential Information (including by requiring all employees and consultants to execute proprietary information and inventions agreements) and adopting Intermix’s insider trading policy.

5.1.11 Press Release. So long as (a) Intermix directly or indirectly through its Affiliates holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like), and (b) shares of the Corporation’s capital stock are not publicly traded on the Nasdaq National Market, New York Stock Exchange or other exchange, the Corporation shall pre-clear with Intermix all press releases or similar public disclosures. Intermix shall approve or provide its comments to any such proposed press release within 48 hours of receipt of a draft of the proposed press release.

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ARTICLE 6

LEGEND

Each certificate representing the Shares now or hereafter owned by a Stockholder or issued to any Person in connection with a transfer pursuant to Article 2 or Article 3 hereof shall be endorsed with the following legend:

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT AMONG THE HOLDER OF THE SECURITIES, THE CORPORATION, AND CERTAIN STOCKHOLDERS OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

Each Stockholder agrees that the Corporation may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this Article 6 above to enforce the provisions of this Agreement and the Corporation agrees to promptly do so. The legend shall be removed upon termination of this Agreement.

ARTICLE 7

PURCHASE OPTION

7.1 Purchase Option.

7.1.1 General. So long as Intermix (together with its Affiliates) directly or indirectly holds at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like), in the event Intermix receives a bona fide third-party offer with respect to a Change of Control of Intermix (a “Change of Control Offer”) within the twelve (12) month-period commencing on the date hereof (the “Purchase Option Period”), then, following receipt of such offer (and provided discussions relating to such offer are then-ongoing), Intermix shall have the right to purchase (the “Purchase Option”) up to 100% of Common Stock and Common Stock Equivalents of the Corporation held by the other Stockholders, whether now owned or hereafter acquired, for the purchase price described in Section 7.1.2 (the “Purchase Price”) subject to the terms and conditions set forth in this Article 7.

7.1.2 Purchase Price. If Intermix exercises the Purchase Option, the Purchase Price to be paid by Intermix to each respective Stockholder at the time of the consummation of the Purchase Option shall equal:

(a) For Redpoint, an amount equal to the greater of (x) (i) $125.0 million multiplied by (ii) a fraction, the numerator of which shall be the number of shares of Common Stock held by Redpoint (calculated in accordance with Section 2.6) and the denominator of which shall be the total number of shares of Common Stock (calculated in accordance with Section 2.6) outstanding on the date that Intermix delivers the Purchase Notice (as defined below), or (y) $23.00 per share of Common Stock held by Redpoint (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) (the aggregate Purchase Price paid to Redpoint under this Section 7.1.2(a) being the “Redpoint Purchase Price”); and

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(b) For each other Stockholder, an amount equal to (i) $125.0 million minus the Redpoint Purchase Price, multiplied by (ii) a fraction, the numerator of which shall be the number of shares of Common Stock held by such Stockholder (calculated in accordance with Section 2.6) and the denominator of which shall be the total number of shares of Common Stock (calculated in accordance with Section 2.6) then held by all Stockholders other than Redpoint on the date that Intermix delivers the Purchase Notice (as defined below).

7.1.3 Procedures. To exercise the Purchase Option, following receipt of a Change of Control Offer, Intermix shall deliver to the Corporation and the other Stockholders at any time during the Purchase Option Period a written notice indicating that it has elected to exercise of the Purchase Option (the “Purchase Notice”). The Purchase Notice shall specify the date for the consummation of the Purchase Option (the “Purchase Date”) which shall be within ninety (90) days after the delivery of the Purchase Notice to such Stockholders or such longer period of time as may be necessary to comply with any regulatory conditions applicable to such transaction. The consummation of the Purchase Option (the “Purchase Option Closing”) shall take place at the offices of the Corporation, Intermix or such other reasonable location designated by Intermix at the time and on the Purchase Date set forth in the Purchase Notice. At the Purchase Option closing, (a) Intermix shall deliver to the Stockholders the Purchase Price applicable to each Stockholder and (b) each Stockholder shall deliver to Intermix the certificates representing all of the issued and outstanding shares of capital stock of the Corporation (and any securities which are exercisable for, convertible into, or exchangeable for, any shares of capital stock of the Corporation) being purchased under the Purchase Option, duly endorsed for transfer, such shares to be delivered free and clear of any liens or encumbrances.

7.1.4 Issuances of Shares During Purchase Option Period. During the Purchase Option Period, the Corporation shall not issue Common Stock or Common Stock Equivalents to any Person (other than stock options to employees covered by the following sentence) unless such Person agrees to be bound by the terms of this Article 7 with respect to the Purchase Option and to require each of its transferees to be bound by the Purchase Option. In addition, during the Purchase Option Period, the Corporation shall not issue stock options to employees, directors or consultants unless such employee, director or consultant executes a Stock Option Agreement in the form of Exhibit D hereto.

7.1.5 Limitations on Purchase Option. Notwithstanding the foregoing, Intermix may not exercise the Purchase Option if (a) the Corporation has previously received a bona fide third party offer to purchase the Corporation’s capital stock or assets for a purchase price greater than $125.0 million and discussions regarding such acquisition between the Corporation and such third party are ongoing, or (b) the Corporation has previously filed a registration statement with the Securities and Exchange Commission for a Qualified IPO (and such registration statement has not been withdrawn).

ARTICLE 8

MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware without giving effect to the choice of law provisions thereof. Each

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of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America, in each case located in the County of Los Angeles, for any action, proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any Litigation relating thereto except in such courts), and further agrees that service of any process, summons, notice, or document by U.S. registered mail to its respective address set forth in this Agreement, or such other address as may be given by one or more parties to the other parties in accordance with the notice provisions of Section 8.6, shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of California or the United States of America, in each case located in the County of Los Angeles, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum.

8.2 Market Standoff. Each of the parties to this Agreement agree that, upon request by the managing underwriter of any Underwritten Offering by the Corporation, for a period of (a) fourteen (14) days prior to the expected date of effectiveness of any Underwritten Offering (such expected date to be indicated to the Stockholder in a notice by the Corporation which may be amended at any time by the Corporation in good faith), and (b) one hundred eighty (180) days following the effective date of the Corporation’s initial underwritten public offering of its Common Stock on Form S-1 or similar form under the Securities Act on Form S-1 or similar form under the Securities Act, each party hereto shall not, unless otherwise agreed to by the managing underwriters, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound), any securities of the Corporation held by it or enter into any hedging or other transaction that transfers the economic consequences of such investment, at any time during such period except such Common Stock included by the parties hereto in such registration; provided, however, that all executive officers and directors of the Corporation and all other Persons with demand registration rights shall be required to enter into similar agreements. In addition, each party hereto agrees to acknowledge the undertaking provided for in this Section 8.2 by entering into customary written “lock-up” agreements, consistent with the foregoing, with the managers of the relevant underwriting. In order to enforce the foregoing covenant, the Corporation may impose stop-transfer instructions with respect to the securities held by each party hereto (and the shares or securities of every person subject to the foregoing restriction) until the end of such period.

8.3 Amendment. Any provision 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), by the written consent of Stockholders holding of at least a majority of the outstanding shares of Common Stock (calculated pursuant to Section 2.6) including (a) the written consent of Intermix so long as Intermix and its Affiliates own at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like), (b) the written consent of Redpoint so long as Redpoint and its Affiliates own at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits,

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reverse stock splits, stock dividends, recapitalizations and the like) and (c) the written consent of MSV so long as MSV and its Affiliates own at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like); provided that any Stockholder may waive any of its rights hereunder without obtaining the consent of any other Stockholder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon such Stockholder, its successors and assigns, and the Corporation, as applicable.

8.4 Assignment of Rights. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors and assigns; provided that the rights of any party to this Agreement may not be assigned except to a transferee of such party in connection with a Transfer of Shares of Common Stock or Common Stock Equivalents in accordance with this Agreement.

8.5 Term. The term of this Agreement shall begin on the date hereof. Except for any provision of this Agreement which specifically provides that it shall survive termination, this Agreement (and the rights and obligations of the parties hereto) shall terminate upon the occurrence of the earliest of the following: (i) the closing of a Qualified IPO; (ii) the closing of the sale of all or substantially all of the Corporation’s assets to another entity; (iii) the merger, consolidation or reorganization of the Corporation, in which transaction the Corporation’s Stockholders immediately prior to such transaction own immediately following such transaction less than fifty (50%) of the surviving entity or its parent; or (iv) written agreement of Stockholders holding of at least a majority of the outstanding shares of Common Stock (calculated pursuant to Section 2.6) including (a) the written consent of Intermix so long as Intermix and its Affiliates own at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like), (b) the written consent of Redpoint so long as Redpoint and its Affiliates own at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like) and (c) the written consent of MSV so long as MSV and its Affiliates own at least 1,000,000 shares of Common Stock (calculated in accordance with Section 2.6 and as adjusted for any stock splits, reverse stock splits, stock dividends, recapitalizations and the like).

8.6 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively delivered upon personal delivery to the party to be notified, or upon the passage of five (5) calendar days after deposit in the United States mail, by registered or certified mail, postage prepaid, or the passage of two (2) days if sent by the next day delivery service of a nationally-recognized reputable courier, each properly addressed to the party to be notified, as set forth on the Exhibit A hereto or at such other address as such party or any subsequent Stockholder may designate by ten (10) calendar days’ advance written notice to the other parties hereto, or, if sent by facsimile, upon completion of such facsimile transmission, as conclusively evidenced by the transmission receipt thereof.

8.7 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this

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Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

8.8 Attorney Fees. In the event that any dispute among the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs, and expenses of appeals.

8.9 Counterparts. This Agreement may be executed in two or more counterparts and signature pages may be delivered by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.10 Specific Performance. Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for any other party’s failure to perform its obligations under this Agreement, each such party acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and all such parties shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit the parties from pursuing any other remedies for such breach, including the recovery of monetary damages.

8.11 Further Actions and Instruments. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. The Stockholders agree to cooperate affirmatively with the Corporation to enforce the rights and obligations hereto.

8.12 Representation by Counsel. Each party hereto represents and agrees with each other that it has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents thereof and its meaning, intent, and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement free from coercion, duress, or undue influence. The parties to this Agreement participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, then this Agreement will be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the provisions of this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

THE CORPORATION:
MYSPACE, INC.
By:	/s/ Christopher DeWolfe
Name:	Christopher DeWolfe
Title:	President
STOCKHOLDERS:
INTERMIX MEDIA, INC.
By:	/s/ Richard Rosenblatt
Name:	Richard Rosenblatt
Title:	Chief Executive Officer
MYSPACE VENTURES, LLC
By:	/s/ Christopher DeWolfe
Name:	Christopher DeWolfe
Title:	President

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

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
REDPOINT TECHNOLOGY PARTNERS Q-1, L.P., by its General Partner
Redpoint Ventures I, LLC
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

REDPOINT TECHNOLOGY PARTNERS A-1, L.P., by its General Partner
Redpoint Ventures I, LLC
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager

EX-10.3

Exhibit 10.3

MYSPACE, INC.

SERIES A PREFERRED AND COMMON STOCK PURCHASE AGREEMENT

THIS SERIES A PREFERRED AND COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 11, 2005, by and among MYSPACE, INC., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).

RECITALS

WHEREAS, the Company has authorized the sale and issuance of an aggregate of eight hundred seventy thousand one hundred seventy-one (870,171) shares of its Series A Preferred Stock (the “Preferred Shares”) and an aggregate of one million one hundred thirty-seven thousand six hundred twenty-four (1,137,624) shares of its Common Stock (the “Common Shares,” and together with the Preferred Shares, the “Shares”);

WHEREAS, Purchasers desire to purchase the Shares on the terms and conditions set forth herein; and

WHEREAS, the transactions contemplated by this Agreement and the transactions contemplated by the Contribution Agreement (as defined below) are intended to constitute a single transaction for purposes of Section 351 of the Internal Revenue Code of 1986, as amended.

WHEREAS, the Company desires to issue and sell the Shares to Purchasers on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. AGREEMENT TO SELL AND PURCHASE.

1.1 Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Charter”).

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1.2 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as hereinafter defined) the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, (a) the number of Preferred Shares set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of seven dollars and fifteen cents ($7.15) per share, and (b) the number of Common Shares set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of four dollars and sixty-seven cents ($4.67) per share.

2. CLOSING, DELIVERY AND PAYMENT.

2.1 Closing. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) shall take place at 1:00 p.m. on the date hereof, at the offices of Latham & Watkins LLP, 633 West Fifth Street, Suite 4000, Los Angeles, CA 90071, or at such other time or place as the Company and Purchasers may mutually agree (such date is hereinafter referred to as the “Closing Date”).

2.2 Delivery. At the Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a certificate representing the number of Preferred Shares and a certificate representing the number of Common Shares to be purchased at the Closing by such Purchaser, against payment of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Company.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth on a Schedule of Exceptions delivered by the Company to Purchasers at the Closing, the Company hereby represents and warrants to each Purchaser as of the date of this Agreement (after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, unless otherwise noted below) as set forth below.

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and the Stockholders’ Agreement in the form attached hereto as Exhibit C (the “Stockholders’ Agreement”), the Registration Rights Agreement in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Contribution Agreement in the form attached hereto as Exhibit E (the “Contribution Agreement”), the Transition and Finance Services Agreement in the form attached hereto as Exhibit F (the “Services Agreement”), the Intellectual Property License Agreement in the form attached hereto as Exhibit G (the “License Agreement”) and the Management Rights Letter in the form attached hereto as Exhibit H (collectively, the “Related Agreements”), to issue and sell the Shares and the Conversion Shares, and to carry out the provisions of this Agreement, the Related Agreements and the Charter and to carry on its business as presently conducted and as presently proposed to be conducted. The Company is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

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3.2 Subsidiaries. The Company does not own or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity. The Company is not a participant in any joint venture, partnership, limited liability company or similar arrangement. Since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any corporation, partnership, limited liability company or other business entity (other than pursuant to the Related Agreements).

3.3 Capitalization; Voting Rights.

(a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 15,000,000 shares of Common Stock, par value $0.001 per share, none of which are issued and outstanding, and (ii) 880,000 shares of Preferred Stock, par value $0.001 per share, all shares of which are designated Series A Preferred Stock, none of which are issued and outstanding. Immediately after giving effect to the transactions contemplated by this Agreement and the Contribution Agreement, there will be 6,760,563 shares of Common Stock issued and outstanding and 870,171 shares of Series A Preferred Stock issued and outstanding.

(b) No shares or options to purchase shares of Common Stock have been issued or granted under the Company’s 2005 Equity Incentive Plan (the “Plan”), and 401,618 shares of Common Stock remain available for future issuance under the Plan to officers, directors, employees and consultants of the Company. The Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent with the share amounts and terms set forth in the Company’s board minutes.

(c) Other than the shares reserved for issuance under the Plan and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities.

(d) All issued and outstanding shares of the Company’s Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and (iii) are subject to a right of first refusal in favor of the Company on transfer.

(e) The rights, preferences, privileges and restrictions of the Shares are as stated in the Charter. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Charter, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon the Purchasers; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer and subject to a purchase option under the Related Agreements and under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares and the subsequent conversion of the Preferred Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

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(f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company; or (iii) the occurrence of any other event or combination of events.

(g) All outstanding shares of Common Stock, and all outstanding shares of Common Stock and Preferred Stock issuable upon the exercise or conversion outstanding options, warrants or other exercisable or convertible securities, are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering.

3.4 Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Charter has been taken. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in the Investor Rights Agreement may be limited by applicable laws.

3.5 Liabilities. The Company has no material liabilities that would be required to be reflected on a balance sheet in accordance with United States generally acceptable accounting principles (“GAAP”) and, to the best of its knowledge, no material contingent liabilities that would be required to be disclosed in footnotes to the Company’s financial statements in accordance with GAAP, except in each case current liabilities incurred in the ordinary course of business which would not reasonably be expected to materially and adversely affect the business, assets, properties or financial condition of the Company.

3.6 Agreements; Action.

(a) Except for agreements explicitly contemplated hereby and agreements between the Company on the one hand and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates or any affiliate thereof on the other hand.

(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000, or (ii) the transfer or license of any material patent, copyright, trade secret or other proprietary right to or from the Company (other

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than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services in any material respect, or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $300,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

3.7 Obligations to Related Parties. Except pursuant to the Related Agreements and the transactions contemplated thereby, there are no obligations of the Company to officers, directors, stockholders, or employees of the Company other than (a) for payment of salary for services rendered, (b) reimbursement for reasonable expenses incurred on behalf of the Company and (c) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). Other than ownership of shares of stock of any stockholder of the Company that is itself a corporation or limited liability company, none of the officers, directors or, to the best of the Company’s knowledge, key employees or stockholders of the Company or any members of their immediate families, is indebted to the Company or has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, other than (i) passive investments in publicly traded companies (representing less than 1% of such company) which may compete with the Company and (ii) investments by venture capital funds with which directors of the Company may be affiliated and service as a board member of a company in connection therewith due to a person’s affiliation with a venture capital fund or similar institutional investor in such company. No officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with the Company (other than the Related Agreements and the transactions contemplated thereby and other than such contracts as relate to any such person’s ownership of capital stock or other securities of the Company).

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3.8 Changes. Since the formation of the Company (and after giving effect to consummation of the transactions contemplated by the Contribution Agreement), there has not been to the Company’s knowledge:

(a) Any change in the assets, liabilities, financial condition or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition or operations of the Company;

(b) Any resignation or termination of any officer, key employee or group of employees of the Company;

(c) Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;

(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;

(e) Any waiver by the Company of a valuable right or of a material debt owed to it;

(f) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

(g) Any labor organization activity related to the Company;

(h) Any sale, assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;

(i) Any change in any material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;

(j) Any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition or operations of the Company; or

(k) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (j) above.

3.9 Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its owned properties and assets and a valid leasehold interest in its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent, (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (c) those that have otherwise arisen in the ordinary course of business.

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3.10 Intellectual Property.

(a) The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding material options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company bound by or a party to any material options, licenses or agreements with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or standard products.

(b) The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

(c) The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company’s business as proposed to be conducted. Each employee, officer and consultant of the Company has executed a proprietary information and inventions agreement in the form previously provided to the Purchasers or their respective counsel. No employee, officer or consultant of the Company has excluded works or inventions made prior to his or her employment with the Company from his or her assignment of inventions pursuant to such employee, officer or consultant’s proprietary information and inventions agreement. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

(d) The Company is not subject to any “open source” or “copyleft” obligations or otherwise required to make any public disclosure or general availability of source code either used or developed by the Company.

3.11 Compliance with Other Instruments. The Company is not in violation or default of any term of its charter documents, each as amended. The Company is not in violation or default under any provision of any mortgage, indenture, contract, lease, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ which would materially adversely affect the Company’s business, assets, properties or financial condition. The execution, delivery, and performance of and compliance with this Agreement, and the Related Agreements, and the issuance and sale of the Shares pursuant hereto and of the Conversion Shares pursuant to the Charter, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

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3.12 Litigation. There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company that would reasonably be expected to result, either individually or in the aggregate, in any material adverse change in the assets, business, properties or financial condition of the Company or any change in the current equity ownership of the Company or that questions the validity of this Agreement or the Related Agreements or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby. The foregoing includes, without limitation, actions pending or, to the Company’s knowledge, threatened involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party or to its knowledge subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

3.13 Tax Returns and Payments. The Company is and always has been a subchapter C corporation. The Company has not been required to file any tax returns (federal, state and local) prior to the date hereof (and no such tax returns have been filed). The Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

3.14 Employees. The Company has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company’s knowledge, threatened with respect to the Company. The Company is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of employment with the Company. To the Company’s knowledge, no employee of the Company, nor any consultant with whom the Company has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company; and to the Company’s knowledge the continued employment by the Company of its present employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company, nor does the Company have a present intention to terminate the employment of any officer, key employee or group of employees. Each former employee of the Company whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment. There are no actions pending, or to the Company’s knowledge, threatened, by any former or current employee concerning such person’s employment by the Company.

3.15 Registration Rights and Voting Rights. Except as required pursuant to the Registration Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities

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Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, except as contemplated in the Stockholders’ Agreement, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

3.16 Compliance with Laws; Permits. The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, properties or financial condition of the Company. No domestic governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or the issuance of the Shares or the Conversion Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, assets, properties or financial condition of the Company and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted.

3.17 Environmental and Safety Laws. To its knowledge, the Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety in any material respect, and to its knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation.

3.18 Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

3.19 Full Disclosure. The Company has provided Purchasers with all information requested by the Purchasers in connection with their decision to purchase the Shares. To the Company’s knowledge, there are no facts which (individually or in the aggregate) materially adversely affect the business, assets, liabilities, financial condition or operations of the Company that have not been set forth in the Agreement, the exhibits hereto, the Related Agreements or in other documents delivered to Purchasers or their attorneys or agents in connection herewith.

3.20 Qualified Small Business. The Company represents and warrants to Purchasers that, to the best of its knowledge, the Company is a “qualified small business” within the meaning of Section 1202(d) of the Internal Revenue Code of 1986, as amended (the “Code”),

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as of the date hereof and the Shares should qualify as “qualified small business stock” as defined in Section 1202(c) of the Code as of the date hereof. The Company further represents and warrants that, as of the date hereof, it meets the “active business requirement” of Section 1202(e) of the Code, and it has made no “significant redemptions” within the meaning of Section 1202(c)(3)(B) of the Code.

3.21 Minute Books. The minute books of the Company made available to Purchasers contain a complete summary of all meetings of directors and stockholders since the time of incorporation.

3.22 Real Property Holding Corporation. The Company is not a real property holding corporation within the meaning of Code Section 897(c)(2) and any regulations promulgated thereunder.

3.23 Insurance. The Company has or will obtain (or arrange to be covered by) promptly following the Closing general commercial, product liability, fire and casualty insurance policies with coverage customary for companies similarly situated to the Company.

4. REPRESENTATIONS AND WARRANTIES OF PURCHASERS.

Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as follows (provided, that such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement):

4.1 Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement and the Related Agreements has been taken. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable laws.

4.2 Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

(a) Purchaser Bears Economic Risk. Purchaser has 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. Purchaser must bear the economic risk of this investment indefinitely unless the Shares (or the Conversion Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the

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Shares, the Conversion Shares or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Shares or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.

(b) Acquisition for Own Account. Purchaser is acquiring the Shares and the Conversion Shares for Purchaser’s own account for investment only, and not with a view towards their distribution.

(c) Purchaser Can Protect Its Interest. Purchaser represents that by reason of its, or of its management’s, business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement, and the Related Agreements. Further, Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement.

(d) Accredited Investor. Purchaser represents that it is an accredited investor within the meaning of Regulation D under the Securities Act.

(e) Company Information. Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.

(f) Rule 144. Purchaser acknowledges and agrees that the Shares, and, if issued, the Conversion Shares are “restricted securities” as defined in Rule 144 promulgated under the Securities Act as in effect from time to time and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

(g) Residence. If Purchaser is an individual, then Purchaser resides in the state or province identified in the address of Purchaser set forth on Exhibit A; if Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of Purchaser in which its investment decision was made is located at the address or addresses of Purchaser set forth on Exhibit A.

(h) Foreign Investors. If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any

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foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Purchaser’s jurisdiction.

4.3 Transfer Restrictions. Each Purchaser acknowledges and agrees that the Shares and, if issued, the Conversion Shares are subject to restrictions on transfer as set forth in the Stockholders’ Agreement.

5. CONDITIONS TO CLOSING.

5.1 Conditions to Purchasers’ Obligations at the Closing. Purchasers’ obligations to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

(a) Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

(b) Legal Investment. On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.

(c) Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements (including any filing required to comply with the Hart Scott Rodino Antitrust Improvements Act of 1976) except for such as may be properly obtained subsequent to the Closing.

(d) Filing of Charter. The Charter shall have been filed with the Secretary of State of the State of Delaware and shall continue to be in full force and effect as of the Closing Date.

(e) Corporate Documents. The Company shall have delivered to Purchasers or their counsel copies of all corporate documents of the Company as Purchasers shall reasonably request.

(f) Reservation of Conversion Shares. The Conversion Shares issuable upon conversion of the Preferred Shares shall have been duly authorized and reserved for issuance upon such conversion.

(g) Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the

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Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied.

(h) Secretary’s Certificate. Purchasers shall have received from the Company’s Secretary, a certificate having attached thereto (i) the Company’s Charter as in effect at the time of the Closing, (ii) the Company’s Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby.

(i) Related Agreements. The Stockholders’ Agreement, Registration Rights Agreement, Contribution Agreement, License Agreement and Services Agreement shall each have been executed and delivered by the parties thereto.

(j) Board of Directors. Upon the Closing, the authorized size of the Board of Directors of the Company shall be five (5) members and the Board shall consist of Richard Rosenblatt, Andrew Sheehan, Geoffrey Yang, Christopher DeWolfe and there will be one vacancy.

(k) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to Purchasers and their special counsel, and Purchasers and their special counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

(l) Management Rights. A Management Rights Letter substantially in the form attached hereto as Exhibit H shall have been executed by the Company and delivered to each Purchaser to whom it is addressed.

5.2 Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Shares at each Closing is subject to the satisfaction, on or prior to such Closing, of the following conditions:

(a) Representations and Warranties True. The representations and warranties in Section 4 made by those Purchasers acquiring Shares hereof shall be true and correct at the date of the Closing, with the same force and effect as if they had been made on and as of said date.

(b) Performance of Obligations. Such Purchasers shall have performed and complied with all agreements and conditions herein required to be performed or complied with by such Purchasers on or before the Closing.

(c) Related Agreement. The Stockholders’ Agreement, Registration Rights Agreement, Contribution Agreement, License Agreement and Services Agreement shall have been executed and delivered by the parties hereto.

(d) Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of

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the transactions contemplated by the Agreement and the Related Agreements (including any filing required to comply with the Hart Scott Rodino Antitrust Improvements Act of 1976, and except for such as may be properly obtained subsequent to the Closing).

6. MISCELLANEOUS.

6.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California in all respects as such laws are applied to agreements among California residents entered into and performed entirely within California, without giving effect to conflict of law principles thereof.

6.2 Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument. The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Purchasers, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchasers or any of their representatives.

6.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Shares from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Shares specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such Shares in its records as the absolute owner and holder of such Shares for all purposes.

6.4 Entire Agreement. This Agreement, the exhibits and schedules hereto, the Related Agreements and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein.

6.5 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

6.6 Amendment and Waiver. This Agreement may be amended or modified, and the obligations of the Company and the rights of the holders of the Shares and the Conversion Shares under the Agreement may be waived, only upon the written consent of the Company and holders of a majority of the Shares purchased or agreed to be purchased pursuant

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to this Agreement (treated as if converted and including any Conversion Shares into which the then outstanding Shares have been converted that have not been sold to the public).

6.7 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement by law, or otherwise afforded to any party, shall be cumulative and not alternative.

6.8 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address as set forth on the signature page hereof and to Purchaser at the address set forth on Exhibit A attached hereto or at such other address or electronic mail address as the Company or Purchaser may designate by ten (10) days advance written notice to the other parties hereto.

6.9 Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement; provided, however, that the Company shall, at the Closing, reimburse the reasonable fees of Cooley Godward LLP, not to exceed $40,000, and in addition to such fees shall reimburse such special counsel for reasonable expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement.

6.10 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

6.11 Titles and Subtitles. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

6.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

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6.13 Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6.13 being untrue.

6.14 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares and Conversion Shares.

6.15 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

6.16 California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.

**End of Agreement – Signature Page Follows**

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IN WITNESS WHEREOF, the parties hereto have executed the SERIES A PREFERRED AND COMMON STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:
MYSPACE, INC.
By:	/s/ Christopher DeWolfe
Name:	Christopher DeWolfe
Title:	President

Address:	1333 Second Street
	Santa Monica, CA 90401

IN WITNESS WHEREOF, the parties hereto have executed the SERIES A PREFERRED AND COMMON STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.

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
Redpoint Technology Partners Q-1, L.P., by its General Partner Redpoint Ventures I, LLC
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager
Redpoint Technology Partners A-1, L.P., by its General Partner Redpoint Ventures I, LLC
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager

Address for all Redpoint entities:

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Chris Moore

EX-10.4

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made as of February 11th, 2005, among MySpace, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Exhibit A hereto (individually an “Investor” and collectively the “Investors”).

RECITALS

WHEREAS, the Company, Intermix Media, Inc., a Delaware corporation, Social Labs, LLC, a Delaware limited liability company (“Social Labs”), and MySpace Ventures, LLC, a California limited liability company (“MSV”), have entered into that certain Contribution Agreement (the “Contribution Agreement”) of even date herewith pursuant to which each of Social Labs and MSV have contributed to the Company, and the Company has accepted, the Contributed Assets (as defined in the Contribution Agreement);

WHEREAS, the Company and Redpoint (as defined below) have entered into a Series A Preferred and Common Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith pursuant to which the Company wants to sell to Redpoint and Redpoint wants to purchase from the Company shares of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and Common Stock (the “Common Stock”);

WHEREAS, one condition to Social Labs’ and MSV’s obligation to contribute assets pursuant to the Contribution Agreement and one condition to Redpoint’s obligations to purchase shares of the Company’s Series A Preferred Stock and Common Stock pursuant to the Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide such Investors with certain rights to register shares of the Company’s Common Stock, including without limitation Common Stock issued or issuable upon conversion of the Series A Preferred Stock held by Redpoint;

WHEREAS, the Company wants to induce Social Labs and MSV to enter into the Contribution Agreement and the Company wants to induce Redpoint to purchase shares of Series A Preferred Stock and Common Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises set forth above and the covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Registration Rights.

1.1 Certain Definitions. As used in this Agreement, the following terms have the following respective meanings:

“Affiliate” means (i) with respect to any individual, (A) a spouse or descendant, through blood or adoption, of such individual, (B) any trust, family partnership or limited

liability company whose beneficiaries shall primarily be such individual and/or such individual’s spouse and/or any Person related by blood or adoption to such individual or such individual’s spouse, and (C) the estate or heirs of such individual, and (ii) with respect to any Person that is not an individual, any other Person that, directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person and/or one or more Affiliates thereof.

“Board” means the board of directors of the Company.

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies (investment or otherwise) of a Person, whether through ownership of voting securities, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

“Form S-3 Initiating Holders” means any Holder or Holders of the Registrable Securities then outstanding and who propose to register securities on Form S-3, the aggregate offering price of which, net of underwriting discounts and commissions, exceeds $1,000,000.

“Holder” means (i) any Investor holding Registrable Securities and (ii) any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 1.11 hereof.

“Initiating Holders” means any Holder or Holders who in the aggregate hold not less than fifty percent (50%) of the Registrable Securities then outstanding and who propose to register securities the aggregate offering price of which, net of underwriting discounts and commissions, exceeds $10,000,000.

“Intermix” means Intermix Media, Inc., a Delaware corporation.

“IPO” means the first public offering of the Common Stock of the Company to the general public that is affected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act.

“Other Stockholders” means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, an investment fund, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

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“Preferred Shares” means the Company’s Series A Preferred Stock.

“Redpoint” means, collectively, Redpoint Ventures I, L.P., a Delaware limited partnership, Redpoint Associates I, LLC, a Delaware limited liability company, Redpoint Ventures II, L.P., a Delaware limited partnership, Redpoint Associates II, LLC, a Delaware limited liability company, Redpoint Technology Partners Q-1, L.P., a Delaware limited partnership, and Repoint Technology Partners A-1, L.P., a Delaware limited partnership.

The terms “register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 1.3, 1.4, and 1.5 hereof, including, without limitation, all registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, fees and disbursements of one counsel for all of the Holders registering securities not to exceed twenty thousand dollars ($20,000) in any given registration, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company), but shall not include Selling Expenses.

“Registrable Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of the Preferred Shares, (ii) all shares of Common Stock owned by Intermix as of the date hereof, (iii) all shares of Common Stock owned by MSV as of the date hereof, (iv) all shares of Common Stock issued or issuable to Redpoint pursuant to the Purchase Agreement, and (v) any Common Stock of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in clauses (i), (ii), (iii) and (iv) above provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4 (1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale, or (C) transferred in a transaction pursuant to which the registration rights are not also assigned in accordance with Section 1.10 hereof; and provided, further, however, that with respect to each Holder, shares of Common Stock or other securities held by such Holder shall no longer be treated as Registrable Securities at such time following the IPO as (1) the Holder, together with such Holder’s Affiliates, holds less than 1% of the Company’s then outstanding capital stock and all such shares held by such Holder may be sold under Rule 144 of the Securities Act (or any similar or successor rule) during any ninety (90) day period or (2) the Holder may sell all such shares held by such Holder under Rule 144(k) of the Securities Act (or any similar or successor rule).

“Rule 144” means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

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“Rule 144(k)” means Rule 144(k) as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

“Rule 145” means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders and all fees and disbursements of counsel for any Holder, other than the fees and disbursements of one counsel for all of the Holders registering securities in any given registration as provided in the definition of “Registration Expenses” above.

1.2 Requested Registration.

(a) Request for Registration. If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification, or compliance, the Company will:

(i) promptly deliver written notice of the proposed registration, qualification, or compliance to all other Holders; and

(ii) as soon as practicable, use commercially reasonable efforts to effect such registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request (including, if applicable, a distribution of such Registrable Securities by way of dividend), 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 delivered to the Company within twenty (20) days after delivery of such written notice from the Company;

provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification, or compliance pursuant to this Section 1.2:

(A) Prior to one hundred eighty (180) days following the effective date of the IPO;

(B) After the Company has effected two (2) such registrations pursuant to this Section 1.2, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold;

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(C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; provided, further, that the Company provides written notice to the Initiating Holders within thirty (30) days of any request for registration by the Initiating Holders of the Company’s intent to file a registration statement for a public offering within ninety (90) days after the date of such request and provided further, that such offering is an offering subject to Section 1.4 below;

(D) 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 Securities Act; or

(E) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its commercially reasonable efforts to register, qualify, or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the delivery of the written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

(F) Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.2(c) and Section 1.12 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

(b) Underwriting. The right of any Holder to registration pursuant to this Section 1.2 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. A Holder may elect to include in such underwriting all or a part of the Registrable Securities held by such Holder.

(c) Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the applicable provisions of this Section 1

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(including without limitation Section 1.12). The Company shall (together with all Holders or other persons proposing to distribute their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.12. If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by written notice delivered by the Company or the managing underwriter. Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration.

1.3 Registration on Form S-3.

(a) Qualification on Form S-3. After the IPO, the Company shall use its commercially reasonable efforts to qualify (and continue to be qualified) for registration on Form S-3 or any comparable or successor form. To that end, the Company shall register (whether or not required by law to do so) its Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms.

(b) Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will:

(i) promptly deliver written notice of the proposed registration to all other Holders; and

(ii) as soon as practicable, use its commercially reasonable efforts to effect such registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request (including, if applicable, a distribution of such Registrable Securities by way of dividend), 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 delivered to the Company within twenty (20) days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification, or compliance pursuant to this Section 1.3:

(A) If the Company has effected any such registration pursuant to this Section 1.3 during the preceding twelve-month period in which such

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Form S-3 Initiating Holders or their Affiliates participated (irrespective of whether such registration was requested by such Form S-3 Initiating Holders);

(B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; provided, further, that the Company provides written notice to the Initiating Holders within thirty (30) days of any request for registration on Form S-3 by the Initiating Holders of the Company’s intent to file a registration statement for a public offering within ninety (90) days after the date of such request and provided further that such registration is subject to Section 1.4 hereto;

(C) 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 Securities Act;

(D) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its commercially reasonable efforts to register, qualify, or comply under this Section 1.3 shall be deferred for a period not to exceed ninety (90) days from the date of delivery of the written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

(c) Underwriting; Procedure. If a registration requested under this Section 1.3 is for an underwritten offering, the provisions of Sections 1.2(b) and 1.2(c) shall apply to such registration.

1.4 Company Registration.

(a) Notice of Registration. If the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders invoking demand registration rights other than (A) a registration pursuant to Sections 1.2 or 1.3 hereof, (B) a registration relating solely to employee benefit plans, (C) a registration relating solely to a Rule 145 transaction, or (D) a registration on any registration form that does not permit secondary sales, the Company will:

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

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(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 1.4(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made by any Holder and delivered to the Company within ten (10) days after the written notice is delivered by the Company. Such written request may include all or a portion of a Holder’s Registrable Securities.

(b) Underwriting; Procedures. 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 1.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of 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 and the other holders distributing their securities through such underwriting) enter into and perform their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.4, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. 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 as set forth in Section 1.12 (it being understood that the securities to be registered pursuant to Section 1.4(a) for the Company’s account or for the account of such other security holders invoking registration rights (such securities, the “Priority Shares”) shall not be reduced with respect to such registration). If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by written notice delivered by the Company or the managing underwriter. Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration, whether or not any Holder has elected to include securities in such registration.

1.5 Registration Procedures. In the case of each registration, qualification, or compliance effected by the Company pursuant to this Section 1, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification, and compliance and as to the completion thereof and, at its expense, the Company will use its commercially reasonable efforts to:

(a) Prepare and file with the Commission a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for at least ninety (90) days or until the distribution described in the registration statement has been completed, whichever occurs first; provided, however, that (i) such 90-day period shall be extended for a period of time equal

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to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of common stock or other securities of the Company, and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 90-day period shall be extended, if necessary, up to one hundred eighty (180) days to keep the registration statement effective until all such Registrable Securities are sold, however in no event longer than one year from the effective date of the registration statement and provided that if Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (A) and (B) above shall be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement;

(b) Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus, and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;

(c) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statements as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(d) Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and prepare a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such shares, such prospectus shall not include an 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 not misleading or incomplete in the light of the circumstances then existing and, at the request of any such seller, furnish to such seller a reasonable number of copies of such supplement to or amendment of such prospectus;

(e) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

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(f) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(g) Provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and

(h) Use its commercially reasonable efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter, dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities (to the extent the then-applicable standards of professional conduct permit said letter to be addressed to the Holders).

1.6 Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them, and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification, or compliance referred to in this Section 1, and the refusal to furnish such information by any Holder or Holder shall relieve the Company of its obligations in this Section 1 with respect to such Holder or Holders. Furthermore, the Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.3 of this Agreement if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in the definition of “Initiating Holders” or “Form S-3 Initiating Holders,” whichever is applicable.

1.7 Indemnification.

(a) To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Section 1, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages, or 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 registration

10

statement, prospectus, offering circular, or other document (including any related registration statement, notification, or the like), or any amendment or supplement thereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company in connection with any such registration, qualification, or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel, and accountants, 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, preparing, defending, or settling any such claim, loss, damage, liability, or action, as such expenses are incurred, 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 or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by such Holder, controlling person, or underwriter and stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Section 1.7 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 shall not be unreasonably withheld).

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification, or compliance is being effected, severally and not jointly indemnify the Company, each of its directors, officers, partners, legal counsel, and accountants, 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 Securities Act, and each other such Holder and Other Stockholder, each of their officers, directors, and partners, and each person controlling such Holder or Other Stockholder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages, and liabilities (or actions 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, 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 Stockholders, directors, officers, partners, legal counsel, and accountants, persons, 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, as such expenses are incurred, 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 that in no event shall any indemnity under this Section 1.7 exceed the net proceeds received by such Holder in such offering.

11

(c) Each party entitled to indemnification under this Section 1.7 (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 any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, 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 1 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. 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 which 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 the defense of such claim and litigation resulting therefrom.

(d) If the indemnification provided for in this Section 1.7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any claim, loss, damage, liability, 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 claim, loss, damage, liability, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified party on the other in connection with the statements or omissions that resulted in such claim, loss, damage, liability, or expense, as well as any other relevant equitable considerations. 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 related 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. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 1.7 were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not take account of the equitable considerations referred to above. In no event shall any contribution by a Holder under this Section 1.7 exceed the net proceeds received by such Holder in such offering.

(e) The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages, and liabilities referred to above in this Section 1.7 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, subject to the provisions of Section 1.7(c). No person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

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(f) 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 if the underwriting agreement fails to address a matter addressed by the provisions of the Agreement, the failure of the underwriting agreement to address such matter shall not be deemed to be a conflict with the provisions of this Agreement.

(g) The obligations of the Company and Holders under this Section 1.7 shall survive the completion of any offering of Registrable Securities in a registration statement.

1.8 Expenses of Registration. All Registration Expenses shall be borne by the Company; provided, however, that if the Holders bear the Registration Expenses for any registration proceeding begun pursuant to Section 1.2 that is subsequently withdrawn by the Holders registering shares therein, such registration proceeding shall not be counted as a requested registration pursuant to Section 1.2. Furthermore, in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 1.2, such registration proceeding shall not be counted as a requested registration pursuant to Section 1.2, even though the Holders do not bear the Registration Expenses for such registration. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of the registered securities included in such registration pro rata on the basis of the number of shares so registered.

1.9 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public without registration after such time as a public market exists for the Common Stock of the Company, the Company agrees to use its commercially reasonable efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) So long as a Holder owns any Restricted Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of any other reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself

13

of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

1.10 Transfer of Registration Rights. The rights to cause the Company to register securities granted to any party hereto under Section 1 may be assigned by a Holder only to a transferee or assignee of not less than fifty thousand (50,000) shares of Registrable Securities (as appropriately adjusted for stock splits and the like), provided that the Company is given written notice at the time of or within a reasonable time after said assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being assigned, and, provided further, that the assignee of such rights assumes in writing the obligations of such Holder under this Section 1. Notwithstanding the foregoing, no such minimum share assignment requirement shall be necessary for an assignment by a Holder which is (A) a partnership to its partners or retired partners, (B) a limited liability company to its members or former members, or (C) to the Holder’s family member or trust for the benefit of an individual Holder.

1.11 Limitations on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of Holders who in the aggregate hold more than 50% of the then outstanding Registrable Securities, enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights the terms of which are more favorable than the registration rights granted to Holders hereunder.

1.12 Procedure for Underwriter Cutbacks. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (such other shares, the “Other Shares”) requested to be included in a registration on behalf of Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, no Other Shares (other than Priority Shares being registered pursuant to Section 1.4) may be included unless all Registrable Securities requested to be included in such registration statement are so included and, if all such Registrable Securities cannot be included, then the shares of Registrable Securities to be included shall be allocated among the Holders requesting inclusion of shares pro rata based upon the total number of Registrable Securities held by such Holders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities to be included in such registration if any Holder does not request inclusion of the maximum number of shares of Registrable Securities allocated to such Holder pursuant to the above-described procedure, in which case the remaining portion of his allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of total number of shares of Registrable Securities held by such Holders, and this procedure shall be repeated until all shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated. The Company shall not limit the number of shares of Registrable Securities to be included in a registration pursuant to this Agreement in order to include Other Shares (other than Priority Shares) or shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company’s equity incentive plans, or in the case of registrations under Sections 1.2 or 1.3 hereof, in order to include in such registration securities registered for the Company’s own account.

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1.13 Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 1.2, 1.3 and 1.4 shall terminate with respect to such Holder on the fifth year anniversary of the effective date of the Company’s IPO.

2. Miscellaneous.

2.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to the choice of law provisions thereof.

2.2 Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided by this Agreement.

2.3 Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Subject to the provisions of Section 2.10 below, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought, unless otherwise provided.

2.4 Notices, Etc. All notices required or permitted hereunder shall be in writing and shall be deemed effectively delivered upon personal delivery to the party to be notified, or upon the passage of five (5) calendar days after deposit in the United States mail, by registered or certified mail, postage prepaid, or the passage of two (2) days if sent by the next day delivery service of a nationally-recognized reputable courier, each properly addressed to the party to be notified, as set forth on the Exhibit A hereto or at such other address as such party or any subsequent Investor may designate by ten (10) calendar days’ advance written notice to the other parties hereto, or, if sent by facsimile, upon completion of such facsimile transmission, as conclusively evidenced by the transmission receipt thereof.

2.5 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Investor upon any breach or default of the Company under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

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2.6 Attorney Fees. In the event that any dispute among the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs, and expenses of appeals.

2.7 Counterparts. This Agreement may be executed in two or more counterparts and signature pages may be delivered by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.8 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

2.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

2.10 Amendment and Waiver. Any provision of this Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and an Investor or Investors holding, in the aggregate, more than fifty percent (50%) of the outstanding shares of the Registrable Securities including (a) the written consent of Intermix so long as Intermix and its Affiliates own at least 1,000,000 shares of common stock of the Company (on an as converted to Common Stock basis and as adjusted for any stock splits, consolidations and the like), (b) the written consent of Redpoint so long as Redpoint and its Affiliates own at least 1,000,000 shares of common stock of the Company (on an as converted to Common Stock basis and as adjusted for any stock splits, consolidations and the like) and (c) the written consent of MSV so long as MSV and its Affiliates own at least 1,000,000 shares of common stock of the Company (on an as converted to Common Stock basis and as adjusted for any stock splits, consolidations and the like). In addition, the Company may waive performance of any obligation owing to it, as to some or all of the Investors, or agree to accept alternatives to such performance, without obtaining the consent of any Investor.

2.11 Rights of Investors. Each party to this Agreement shall have the absolute right to exercise or refrain from exercising any right or rights that such party may have by reason of this Agreement, including, without limitation, the right to consent to the waiver or modification of any obligation under this Agreement, and such party shall not incur any liability to any other party or other holder of any securities of the Company as a result of exercising or refraining from exercising any such right or rights.

2.12 Aggregation of Stock. All shares of preferred stock and Common Stock of the Company held or acquired by affiliated entities or persons shall be aggregated for the purpose of determining the availability of any rights under this Agreement.

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2.13 Specific Performance. Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for any other party’s failure to perform its obligations under this Agreement, each such party acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and all such parties shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit the parties from pursuing any other remedies for such breach, including the recovery of monetary damages.

[THIS SPACE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MYSPACE, INC.
By:	/s/ Christopher DeWolfe
Name:	Christopher DeWolfe
Title:	President

INTERMIX MEDIA, INC.
By:	/s/ Richard Rosenblatt
Name:	Richard Rosenblatt
Title:	Chief Executive Officer

MYSPACE VENTURES, LLC
By:	/s/ Christopher DeWolfe
Name:	Christopher DeWolfe
Title:	President

SIGNATURE PAGE TO

REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

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

SIGNATURE PAGE TO

REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

REDPOINT TECHNOLOGY PARTNERS Q-1, L.P., by its General Partner
Redpoint Ventures I, LLC
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager

REDPOINT TECHNOLOGY PARTNERS A-1, L.P., by its General Partner
Redpoint Ventures I, LLC
By:	/s/ W. Allen Beasley
	W. Allen Beasley, Manager

SIGNATURE PAGE TO

REGISTRATION RIGHTS AGREEMENT

EXHIBIT A

SCHEDULE OF INVESTORS

MYSPACE, INC.

1333 Second Street

Santa Monica, CA 90401

Attn: Christopher DeWolfe

INTERMIX MEDIA, INC.

6060 Center Drive Suite 300

Los Angeles, CA 90045

Attn: Chris Lipp, General Counsel

MYSPACE VENTURES, LLC

1333 Second Street

Santa Monica, CA 90401

Attn: Christopher DeWolfe

REDPOINT VENTURES I, L.P.

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Chris Moore

REDPOINT ASSOCIATES I, LLC

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Chris Moore

REDPOINT VENTURES II, L.P.

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Chris Moore

REDPOINT ASSOCIATES II, LLC

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Chris Moore

i

REDPOINT TECHNOLOGY PARTNERS Q-1, L.P.

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Chris Moore

REDPOINT TECHNOLOGY PARTNERS A-1, L.P.

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

Attn: Chris Moore

SIGNATURE PAGE TO

REGISTRATION RIGHTS AGREEMENT

EX-10.5

Exhibit 10.5

CERTIFICATE OF INCORPORATION

OF

MYSPACE, INC.

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

I.

The name of this company is MySpace, Inc. (the “Company”).

II.

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is CT Corporation System.

III.

The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).

IV.

A. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the Company is authorized to issue is fifteen million eight hundred eighty thousand (15,880,000) shares, fifteen million (15,000,000) shares of which shall be Common Stock (the “Common Stock”) and eight hundred eighty thousand (880,000) shares of which shall be Preferred Stock (the “Preferred Stock”). The Preferred Stock shall have a par value of one-tenth of one cent ($0.001) per share and the Common Stock shall have a par value of one-tenth of one cent ($0.001) per share.

B. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote (voting together as a single class on an as-if-converted basis).

C. All of the authorized shares of Preferred Stock are hereby designated “Series A Preferred Stock” (the “Series Preferred”).

1.

D. The rights, preferences, privileges, restrictions and other matters relating to the Series Preferred are as follows, provided, however, that the holders of an aggregate of a majority of the then outstanding shares of the Series Preferred may waive any of the following rights, powers, preferences, or privileges applicable to all shares of the Series Preferred in any given instance without prejudice to such rights, powers, preferences, or privileges in any other instance, and any such waiver shall bind all future holders of the shares of Series Preferred:

1. DIVIDEND RIGHTS.

(a) Holders of Series Preferred, in preference to the holders of Common Stock, shall be entitled to receive, when, as and if declared by the Board of Directors (the “Board”), but only out of funds that are legally available therefor, cash dividends of $0.46 per annum on each outstanding share of Series Preferred. Such dividends shall be payable only when, as and if declared by the Board and shall be non-cumulative. The Board of Directors is under no obligation to declare dividends and no rights shall accrue to the holders of Preferred Stock if dividends are not declared.

(b) [intentionally omitted]

(c) So long as any shares of Series Preferred are outstanding, the Company shall not pay or declare any dividend, whether in cash or property, or make any other distribution on the Common Stock, or purchase, redeem or otherwise acquire for value any shares of Common Stock until all dividends as set forth in Section 1(a) above on the Series Preferred shall have been paid or declared and set apart, except for:

(i) acquisitions of Common Stock by the Company pursuant to agreements which permit the Company to repurchase such shares at cost (or the lesser of cost or fair market value) upon termination of services to the Company;

(ii) acquisitions of Common Stock in exercise of the Company’s right of first refusal to repurchase such shares; or

(iii) distributions to holders of Common Stock in accordance with Sections 3 and 4.

(d) In the event dividends are paid on any share of Common Stock, the Company shall pay an additional dividend on all outstanding shares of Series Preferred in a per share amount equal (on an as-if converted to Common Stock basis) to the amount paid or set aside for each share of Common Stock.

(e) The provisions of Sections 1(c) and 1(d) shall not apply to a dividend payable solely in Common Stock to which the provisions of Section 5(f) hereof are applicable, or any repurchase of any outstanding securities of the Company that is approved by (i) the Board and (ii) holders of a majority of the then outstanding shares of Series Preferred as may be required by this Certificate of Incorporation.

2.

(f) California Code Sections 502 and 503 shall not apply with respect to distributions on shares junior to the Series Preferred as they relate to repurchases of shares of Common Stock upon termination of employment or service as a consultant, officer or director.

2. VOTING RIGHTS.

(a) General Rights. Each holder of shares of the Series Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Preferred could be converted (pursuant to Section 5 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company. Except as otherwise provided herein or as required by law, the Series Preferred shall vote together with the Common Stock at any annual or special meeting of the stockholders and not as a separate class, and may act by written consent in the same manner as the Common Stock. Each holder of shares of Common Stock shall be entitled to one vote for each share thereof held.

(b) Separate Vote of Series Preferred. For so long as any shares of Series Preferred remain outstanding, in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of a majority of the outstanding Series Preferred shall be necessary for effecting or validating the following actions (whether by merger, recapitalization or otherwise):

(i) Any amendment, alteration, or repeal of any provision of the Certificate of Incorporation or the Bylaws of the Company (including any filing of a Certificate of Designation) that relates to and would adversely affect the Series Preferred in any material respect;

(ii) Any alteration or change to the powers, preferences, or other special rights, privileges or restrictions of the Series Preferred that is materially adverse to the holders of the Series Preferred;

(iii) Any increase or decrease in the authorized number of shares of Series Preferred;

(iv) Any authorization or any designation, whether by reclassification or otherwise, of any new class or series of stock or any other securities convertible into equity securities of the Company ranking on a parity with or senior to the Series Preferred in right of redemption, liquidation preference or dividend rights or any increase in the authorized or designated number of any such new class or series;

(v) Any redemption, repurchase, payment or declaration of dividends or other distributions with respect to Common Stock or Preferred Stock (except for acquisitions of Common Stock by the Company permitted by Section 1(c)(i), (ii) and (iii) hereof; or

3.

(vi) Any increase in the authorized number of members of the Company’s Board.

(c) Election of Board of Directors.

(i) The holders of Series Preferred, voting as a separate class, shall be entitled to elect one (1) member of the Board (the “Preferred Director”) at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such Preferred Director and to fill any vacancy caused by the resignation, death or removal of such Preferred Director.

(ii) The holders of Common Stock, voting as a separate class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

(iii) The holders of Common Stock and Series Preferred, voting together as a single class on an as-if converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

(iv) No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the Company is subject to Section 2115 of the California General Corporation Law (“CGCL”). During such time or times that the Company is subject to Section 2115(b) of the CGCL, every stockholder entitled to vote at an election for directors as provided above may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

(v) During such time or times that the Company is subject to Section 2115(b) of the CGCL, one or more directors may be removed from office at any time without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote for that director as provided above; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or,

4.

if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

3. LIQUIDATION RIGHTS.

(a) Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”), before any distribution or payment shall be made to the holders of any Common Stock, the holders of Series Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution for each share of Series Preferred held by them, an amount per share of Series Preferred equal to $12.5925 (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares of Series Preferred after the filing date hereof) plus all declared and unpaid dividends on the Series Preferred. If, upon any such Liquidation Event, the assets of the Company shall be insufficient to make payment in full to all holders of Series Preferred of the liquidation preference set forth in this Section 3(a), then such assets (or consideration) shall be distributed among the holders of Series Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

(b) After the payment of the full liquidation preference of the Series Preferred as set forth in Section 3(a) above, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock.

4. ASSET TRANSFER OR ACQUISITION RIGHTS.

(a) For the purposes of this Section 4 a Liquidation Event shall be deemed to include an Acquisition or an Asset Transfer, as hereinafter defined. For purposes of this Section 4, (i) “Acquisition” shall mean (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred (other than to affiliates of the Company’s stockholders); provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; provided further that the Company shall not be deemed to be a party to any transaction or series of transactions contemplated by clause (B) of this Section 4(a) by virtue of the Company consenting to such transaction or being a party to agreements that are ancillary to such transaction (such as stockholder agreements, registration rights agreements and similar agreements) and (ii) “Asset Transfer” shall mean a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

5.

(b) In any Acquisition or Asset Transfer, if the consideration to be received is securities of a corporation or other property other than cash, its value will be deemed its fair market value as determined in good faith by the Board on the date such determination is made.

5. CONVERSION RIGHTS.

The holders of the Series Preferred shall have the following rights with respect to the conversion of the Series Preferred into shares of Common Stock:

(a) Optional Conversion. Subject to and in compliance with the provisions of this Section 5, any shares of Series Preferred may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of Common Stock. The number of shares of Common Stock to which a holder of Series Preferred shall be entitled upon conversion shall be the product obtained by multiplying the “Series Preferred Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of shares of Series Preferred being converted.

(b) Series Preferred Conversion Rate. The conversion rate in effect at any time for conversion of the Series Preferred (the “Series Preferred Conversion Rate”) shall be the quotient obtained by dividing the Original Trigger Price (as hereinafter defined) of the Series Preferred by the “Series Preferred Conversion Price,” calculated as provided in Section 5(c). The “Original Trigger Price” of the Series Preferred shall be five dollars and seventy-five cents ($5.75) per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof).

(c) Series Preferred Conversion Price. The conversion price for the Series Preferred shall initially be the Original Trigger Price of the Series Preferred (the “Series Preferred Conversion Price”). Such initial Series Preferred Conversion Price shall be adjusted from time to time in accordance with this Section 5. All references to the Series Preferred Conversion Price herein shall mean the Series Preferred Conversion Price as so adjusted.

(d) Mechanics of Conversion. Each holder of Series Preferred who desires to convert the same into shares of Common Stock pursuant to this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series Preferred, and shall give written notice to the Company at such office that such holder elects to convert the same. Such notice shall state the number of shares of Series Preferred being converted. Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Series Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series Preferred. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series Preferred to be

6.

converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

(e) Adjustment for Stock Splits and Combinations. If at any time or from time to time on or after the date that the first share of Series Preferred is issued (the “Original Issue Date”) the Company effects a subdivision of the outstanding Common Stock without a corresponding subdivision of the Series Preferred, the Series Preferred Conversion Price in effect immediately before that subdivision shall be proportionately decreased. Conversely, if at any time or from time to time after the Original Issue Date the Company combines the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Series Preferred, the Series Preferred Conversion Price in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 5(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(f) Adjustment for Common Stock Dividends and Distributions. If at any time or from time to time on or after the Original Issue Date the Company pays to holders of Common Stock a dividend or other distribution in additional shares of Common Stock without a corresponding dividend or other distribution to holders of Preferred Stock, the Series Preferred Conversion Price then in effect shall be decreased as of the time of such issuance, as provided below:

(i) The Series Preferred Conversion Price shall be adjusted by multiplying the Series Preferred Conversion Price then in effect by a fraction equal to:

(A) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance, and

(B) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

(ii) If the Company fixes a record date to determine which holders of Common Stock are entitled to receive such dividend or other distribution, the Series Preferred Conversion Price shall be fixed as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such record date; and

(iii) If such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series Preferred Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series Preferred Conversion Price shall be adjusted pursuant to this Section 5(f) to reflect the actual payment of such dividend or distribution.

(g) Adjustment for Reclassification, Exchange, Substitution, Reorganization, Merger or Consolidation. If at any time or from time to time on or after the

7.

Original Issue Date the Common Stock issuable upon the conversion of the Series Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, merger, consolidation or otherwise (other than an Acquisition or Asset Transfer as defined in Section 4 or a subdivision or combination of shares or stock dividend provided for elsewhere in this Section 5), in any such event each holder of Series Preferred shall then have the right to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification, merger, consolidation or other change by holders of the maximum number of shares of Common Stock into which such shares of Series Preferred could have been converted immediately prior to such recapitalization, reclassification, merger, consolidation or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Series Preferred after the capital reorganization to the end that the provisions of this Section 5 (including adjustment of the Series Preferred Conversion Price then in effect and the number of shares issuable upon conversion of the Series Preferred) shall be applicable after that event and be as nearly equivalent as practicable.

(h) Sale of Shares Below Series Preferred Conversion Price.

(i) If at any time or from time to time on or after the Original Issue Date the Company issues or sells, or is deemed by the express provisions of this Section 5(h) to have issued or sold, Additional Shares of Common Stock (as defined below), other than as provided in Section 5(e), 5(f) or 5(g) above, for an Effective Price (as defined below) less than the then effective Series Preferred Conversion Price (a “Qualifying Dilutive Issuance”), then and in each such case, the then existing Series Preferred Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Series Preferred Conversion Price in effect immediately prior to such issuance or sale by a fraction equal to:

(A) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the Aggregate Consideration (as defined below) received or deemed received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such then-existing Series Preferred Conversion Price, and

(B) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued.

For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock outstanding, (B) the number of shares of Common Stock into which the then outstanding shares of Series Preferred could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which are

8.

issuable upon the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date.

(ii) No adjustment shall be made to the Series Preferred Conversion Price in an amount less than one cent per share. Any adjustment required by this Section 5(h) shall be rounded to the nearest one cent $0.01 per share. Any adjustment otherwise required by this Section 5(h) that is not required to be made due to the preceding two sentences shall be included in any subsequent adjustment to the Series Preferred Conversion Price.

(iii) For the purpose of making any adjustment required under this Section 5(h), the aggregate consideration received by the Company for any issue or sale of securities (the “Aggregate Consideration”) shall be defined as: (A) to the extent it consists of cash, be computed at the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board, and (C) if Additional Shares of Common Stock, Convertible Securities (as defined below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.

(iv) For the purpose of the adjustment required under this Section 5(h), if the Company issues or sells (x) Preferred Stock or other stock, options, warrants, purchase rights or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as “Convertible Securities”) or (y) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities and if the Effective Price of such Additional Shares of Common Stock is less than the Series Preferred Conversion Price, in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities plus:

(A) in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options; and

(B) in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company upon the conversion thereof (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities); provided that if the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses.

9.

(C) If the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities; and

(D) No further adjustment of the Series Preferred Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock or the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Series Preferred Conversion Price as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Series Preferred Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provided that such readjustment shall not apply to prior conversions of Series Preferred.

(v) For the purpose of making any adjustment to the Conversion Price of the Series Preferred required under this Section 5(h), “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 5(h) (including shares of Common Stock subsequently reacquired or retired by the Company), other than:

(A) shares of Common Stock issued upon conversion of the Series Preferred;

(B) up to 401,618 shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the filing date hereof) after the Original Issue Date to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board or a compensation committee of the Board; provided, however, that such amount shall be increased to reflect any shares of Common Stock (i) not issued pursuant to the

10.

rights, agreements, option or warrants (“Unexercised Options”) as a result of the termination of such Unexercised Options or (ii) reacquired by the Company from employees, directors or consultants at cost (or the lesser of cost or fair market value) pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company;

(C) shares of Common Stock issued pursuant to the exercise of Convertible Securities outstanding as of the Original Issue Date;

(D) shares of Common Stock or Convertible Securities issued pursuant to or in connection with (i) any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank, or similar financial institution and/or (ii) strategic transactions involving the Company and other entities, including (a) acquisitions (of assets or equity interests), mergers and/or consolidations; (b) joint ventures, manufacturing, marketing or distribution arrangements; or (c) technology transfer or development arrangements; provided that the issuances in reliance on this clause (D) shall not exceed 400,000 shares of Common Stock or Convertible Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the filing date hereof) in any single transaction or series of related transactions unless such transaction or series of related transaction has been approved by the Company’s Board, including the approval of the Preferred Director (in which case the limitation in this proviso shall not apply);

(E) shares of Common Stock or Convertible Securities issued pursuant to Section 3.6 of that certain Stockholders Agreement by and among the Company and the stockholders identified therein to be entered into in February 2005, as such agreement may be amended from time to time; and

(F) any other shares of Common Stock or Convertible Securities issued upon the express written consent of the holders of a majority of the then outstanding shares of Series Preferred, which consent must expressly acknowledge that such shares of Common Stock or Convertible Securities will not constitute “Additional Shares of Common Stock” for purposes of Section 5(h).

References to Common Stock in the subsections of this clause (v) above shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 5(h). The “Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold by the Company under this Section 5(h), into the Aggregate Consideration received, or deemed to have been received by the Company for such issue under this Section 5(h), for such Additional Shares of Common Stock. In the event that the number of shares of Additional Shares of Common Stock or the Effective Price cannot be ascertained at the time of issuance, such Additional Shares of Common Stock shall be deemed issued immediately upon the occurrence of the first event that makes such number of shares or the Effective Price, as applicable, ascertainable.

(vi) In the event that the Company issues or sells, or is deemed to have issued or sold, Additional shares of Common Stock in a Qualifying Dilutive Issuance (the “First Dilutive Issuance”), then in the event that the Company issues or sells, or is deemed to have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive Issuance

11.

other than the First Dilutive Issuance as a part of the same transaction or series of related transactions as the First Dilutive Issuance (a “Subsequent Dilutive Issuance”), then and in each such case upon a Subsequent Dilutive Issuance the Series Preferred Conversion Price shall be reduced to the Series Preferred Conversion Price that would have been in effect had the First Dilutive Issuance and each Subsequent Dilutive Issuance all occurred on the closing date of the First Dilutive Issuance.

(i) Certificate of Adjustment. In each case of an adjustment or readjustment of the Series Preferred Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of the Series Preferred, if the Series Preferred is then convertible pursuant to this Section 5, the Company, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and shall, upon request, prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of Series Preferred so requesting at the holder’s address as shown in the Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Series Preferred Conversion Price at the time in effect, (iii) the number of Additional Shares of Common Stock and (iv) the type and amount, if any, of other property which at the time would be received upon conversion of the Series Preferred. Failure to request or provide such notice shall have no effect on any such adjustment.

(j) Notices of Record Date. Upon (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any Acquisition (as defined in Section 4) or other capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company with or into any other corporation, or any Asset Transfer (as defined in Section 4), or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to each holder of Series Preferred at least ten (10) days prior to (x) the record date, if any, specified therein; or (y) if no record date is specified, the date upon which such action is to take effect (or, in either case, such shorter period approved by the holders of a majority of the outstanding Series Preferred) a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up.

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(k) Automatic Conversion.

(i) Each share of Series Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price, (A) at any time upon the affirmative election of the holders of a majority of the outstanding shares of the Series Preferred, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which (i) the per share price is at least $17.25 (as adjusted for stock splits, dividends, recapitalizations and the like after the filing date hereof), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $20,000,000. Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 5(d).

(ii) Upon the occurrence of either of the events specified in Section 5(k)(i) above, the outstanding shares of Series Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series Preferred, the holders of Series Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series Preferred surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 5(d).

(l) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Series Preferred. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series Preferred by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock (as determined by the Board) on the date of conversion.

(m) Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion

13.

of all then outstanding shares of the Series Preferred, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(n) Notices. Any notice required by the provisions of this Section 5 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Company.

6. NO REISSUANCE OF SERIES PREFERRED.

No shares or shares of Series Preferred acquired by the Company by reason of redemption, purchase, conversion or otherwise shall be reissued.

V.

A. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent under applicable law.

B. The Company is authorized to provide indemnification of agents (as defined in Section 317 of the CGCL) for breach of duty to the Company and its stockholders through bylaw provisions or through agreements with the agents, or through stockholder resolutions, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject, at any time or times that the Company is subject to Section 2115(b) of the CGCL, to the limits on such excess indemnification set forth in Section 204 of the CGCL.

C. Any repeal or modification of this Article V shall only be prospective and shall not affect the rights under this Article V in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability.

D. In the event that a member of the Board who is also a partner, officer, director or employee of an entity that is a direct or indirect holder of Preferred Stock or Common Stock or an employee of an entity that manages such an entity (each, a “Business Entity”) acquires knowledge of a potential transaction or other matter in such individual’s capacity as a partner, officer or director or employee of such Business Entity or the manager or general partner of such Business Entity (and other than primarily in connection with such individual’s service as a member of the Board) and that may be an opportunity of interest for both the Company and such Business Entity (a “Corporate Opportunity”), then the Company (i) renounces any expectancy that such director or Business Entity offer an opportunity to participate in such Corporate Opportunity to the Company and (ii) to the fullest extent permitted by law, waives any claim that such opportunity constituted a Corporate Opportunity that should have been presented by such director or Business Entity to the Company or any of its affiliates; provided, however, that such director acts in good faith.

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VI.

For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation and regulation of the powers of the Company, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A. The management of the business and the conduct of the affairs of the Company shall be vested in its Board. The number of directors which shall constitute the whole Board shall be fixed by the Board in the manner provided in the Bylaws, subject to any restrictions which may be set forth in this Certificate of Incorporation.

B. The Board is expressly empowered to adopt, amend or repeal the Bylaws of the Company. The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Company; provided however, that, in addition to any vote of the holders of any class or series of stock of the Company required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Company.

C. The directors of the Company need not be elected by written ballot unless the Bylaws so provide.

D. Prior to the issuance of any capital stock of the Company, the Company reserves the right to amend the provisions in this Certificate of Incorporation and in any certificate amendatory hereof in the manner now or hereafter prescribed by law, and all rights conferred on stockholders or others hereunder or thereunder are granted subject to such reservation.

VII.

The name and the mailing address of the Sole Incorporator is as follows:

Christopher DeWolfe

c/o MySpace, Inc.

1333 Second Street

Santa Monica, CA 90401

15.

IN WITNESS WHEREOF, this Certificate has been subscribed this 10th day of February 2005 by the undersigned who affirms that the statements made herein are true and correct.

/s/ Christopher DeWolfe

Christopher DeWolfe

Sole Incorporator

16.

CERTIFICATE OF INCORPORATION

EX-10.6

Exhibit 10.6

MYSPACE, INC.

PROMISSORY NOTE DUE FEBRUARY 11, 2008

$1,500,000.00 February 11, 2005 Los Angeles, California

FOR VALUE RECEIVED, MYSPACE, INC., a Delaware corporation (“Maker”), unconditionally promises to pay to the order of Social Labs, LLC. (“Payee”), in the manner and at the place hereinafter provided, the principal amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) on February 11, 2008.

Maker also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at a rate of interest of 8% per annum, provided that any principal amount not paid when due and, to the extent permitted by applicable law, any interest not paid when due, in each case whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (both before as well as after judgment), shall bear interest payable upon demand at a rate that is 4.00% per annum in excess of the rate of interest otherwise payable under this Note. Interest on this Note shall be payable in arrears on the last day of each month, commencing on February 28, 2005, upon any prepayment of this Note (to the extent accrued on the amount being prepaid) and at maturity. All computations of interest shall be made by Payee on the basis of a 360 day year, for the actual number of days elapsed in the relevant period (including the first day but excluding the last day). In no event shall the interest rate payable on this Note exceed the maximum rate of interest permitted to be charged under applicable law.

1. Payments. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to the following wire account: City National Bank, 100 Pacifica – Suite 100, Irvine, CA 92618, Account Name: Intermix Media, Inc., ABA/Routing No. 122016066, Acct. No. 402130954, or at such other place as Payee may direct. Whenever any payment on this Note is stated to be due on a day that is not a Business Day, such payment shall instead be made on the next Business Day, and such extension of time shall be included in the computation of interest payable on this Note. Each payment made hereunder shall be credited to principal, and interest shall thereupon cease to accrue upon the principal so credited.

2. Prepayments. Maker shall have the right at any time and from time to time to prepay the principal of this Note in whole or in part, without premium or penalty, upon at least two (2) Business Days prior written notice; provided that each such prepayment shall be in a minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Maker shall make a mandatory prepayment of this Note with all of (i) the proceeds of the issuance of any securities (debt or equity) or (ii) the proceeds of sales of any assets of Maker outside the ordinary course of business; provided that, notwithstanding the foregoing, Maker shall not be required to make a mandatory prepayment of this Note pursuant to clause (i) above if (a) the aggregate proceeds from such financing transaction (and any related financing transactions) are less than $3,000,000 or (b) if such financing transaction is an equipment

financing or leasing transaction. Any prepayment hereunder shall be accompanied by interest on the principal amount of the Note being prepaid to the date of prepayment.

3. Covenants. Maker covenants and agrees that until this Note is paid in full it will:

(a) promptly after the occurrence of an Event of Default or event, act or condition that, with notice or lapse of time or both, would constitute an Event of Default, provide Payee with a certificate of the chief executive officer or chief financial officer of Maker specifying the nature thereof and Maker’s proposed response thereto;

(b) preserve and maintain its corporate existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and conduct its business in an orderly, efficient and regular manner;

(c) comply with requirements of all applicable laws, rules, regulations, and orders of any governmental authority, a breach of which would materially adversely affect the consolidated financial condition of Maker;

(d) not declare or pay any dividends or make any distribution to holders of its capital stock (other than dividends or distributions payable in Common Stock of Maker) or purchase, redeem or otherwise acquire or retire for value any of its capital stock or any warrants, rights or options to purchase or acquire any shares of its capital stock, other than acquisition of Common Stock by Maker pursuant to agreements which permit Maker to repurchase such shares at cost (or the lesser of cost or fair market value) upon termination of services to Maker; and

(e) not create, assume, guaranty, incur or otherwise become or remain directly or indirectly liable with respect to any indebtedness for borrowed money except (i) indebtedness outstanding on the date hereof, (ii) indebtedness junior to the indebtedness evidenced by this Promissory Note, provided that any new debtholder of Maker executes a subordination agreement in form and substance satisfactory to Payee (as determined in Payee’s sole and absolute discretion); and (iii) equipment financings, equipment leases or other purchase money indebtedness, in each case not to exceed $5,000,000 in the aggregate.

4. Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”:

(a) failure of Maker to pay (i) any principal, under this Note when due, whether at stated maturity, by required prepayment, acceleration, or otherwise, or (ii) any interest or other amount due under this Note, in each case within three Business Days after the date due; or

(b) failure of Maker to pay, or the default in the payment of, any amount due under or in respect of any promissory note, indenture or other agreement or instrument relating to any indebtedness owing by Maker, to which Maker is a party or by which Maker or any of its property is bound under which amounts outstanding exceed $100,000 beyond any grace period provided; or the occurrence of any other event or circumstance that, with notice or lapse of time or both, would permit acceleration of such indebtedness; or

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(c) failure of Maker to perform or observe any other term, covenant or agreement to be performed or observed by it pursuant to this Note; or

(d) any order, judgment or decree shall be entered against Maker decreeing the dissolution or split-up of Maker; or

(e) suspension of the usual business activities of Maker or the complete or partial liquidation of Maker’s business; or

(f) there shall occur a Liquidation Event; or

(g) (i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Maker or any of its material subsidiaries in an involuntary case under Title 11 of the United States Code entitled “Bankruptcy” (as now and hereinafter in effect, or any successor thereto, the “Bankruptcy Code”) or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Maker or any of its material subsidiaries under any applicable bankruptcy, insolvency or any other similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Maker or any of its material subsidiaries or over all or a substantial part of its property shall have been entered; or the involuntary appointment of an interim receiver, trustee or other custodian of Maker or any of its material subsidiaries for all or a substantial part of its property shall have occurred; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Maker or any of its material subsidiaries, and, in the case of any event described in this clause (ii), such event shall have continued for 60 days unless dismissed, bonded or discharged; or

(h) an order for relief shall be entered with respect to Maker or any of its material subsidiaries, or Maker or any of its material subsidiaries shall commence a voluntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Maker or any of its material subsidiaries shall make an assignment for the benefit of creditors; or Maker or any of its material subsidiaries shall be unable or fail, or shall admit in writing its inability, to pay its debts as such debts become due; or the Board of Directors of Maker or any of its material subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize action to approve any of the foregoing; or

(i) the making or filing of any money judgment, writ or similar process in excess of Two Hundred Fifty Thousand Dollars ($250,000) against Maker or any of the property or other assets of Maker which shall remain unsatisfied, unvacated, unhanded or unstayed until the date that is the earlier to occur of sixty (60) days after such judgment, writ or similar process is entered and five (5) days prior to the date of any proposed sale thereunder; or

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(j) Maker shall challenge, or institute any proceedings to challenge, the validity, binding effect or enforceability of this Note or any endorsement of this Note.

5. Remedies. Upon the occurrence of any Event of Default specified in Section 4(f) or 4(g) above, the principal amount of this Note together with accrued interest thereon shall become immediately due and payable, without presentment, demand, notice, protest or other requirements of any kind (all of which are hereby expressly waived by Maker). Upon the occurrence and during the continuance of any other Event of Default Payee may, by written notice to Maker, declare the principal amount of this Note together with accrued interest thereon to be due and payable, and the principal amount of this Note together with such interest shall thereupon immediately become due and payable without presentment, further notice, protest or other requirements of any kind (all of which are hereby expressly waived by Maker).

6. Definitions. The following terms used in this Note shall have the following meanings (and any of such terms may, unless the context otherwise requires, be used in the singular or the plural depending on the reference):

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under or indirect common control with a specified Person. For the purpose of this definition, control when used with respect to any specified Person means the power to direct the management and policies (investment or otherwise) of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.

“Business Day” means any day other than a Saturday, Sunday or legal holiday under the laws of the State of California or any other day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

“Liquidation Event” means the occurrence of a “Liquidation Event” as defined in Maker’s Certificate of Incorporation, as the same may be amended from time to time.

“Common Stock” means Maker’s common stock.

“Event of Default” means any of the events set forth in Section 4.

“Person” means any individual, partnership, joint venture, firm, corporation, association, bank, trust or other enterprise, whether or not a legal entity, or any government or political subdivision or any agency, department or instrumentality thereof.

7. Miscellaneous.

(a) All notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier, or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered as follows: if to Maker, at its address specified opposite its signature below; and if to Payee, at 6060 Center Drive, Suite 300, Los Angeles, CA 90045, Attention: Chris Lipp, General Counsel; or in each case at such other

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address as shall be designated by Payee or Maker. All such notices and communications shall, when mailed, telegraphed, telexed, telecopied or cabled or sent by over-night courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telex or telecopier.

(b) Maker agrees to indemnify Payee against any losses, claims, damages and liabilities and related expenses, including counsel fees and expenses, incurred by Payee arising out of or in connection with or as a result of the transactions contemplated by this Note. In particular, Maker promises to pay all costs and expenses, including reasonable attorneys’ fees, incurred in connection with the collection and enforcement of this Note. In addition, Maker agrees to pay, and to save Payee harmless from all liability for, any stamp or other documentary taxes which may be payable in connection with Maker’s execution or delivery of this Note.

(c) In addition to and not in limitation of any rights of set off that Payee or any other holder of this Note may now or hereafter have under applicable law, Payee or such other holder of this Note, upon the occurrence of any Event of Default, is hereby authorized at any time or from time to time, without notice of any kind to Maker or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by Payee or such other holder (including without limitation by branches and agencies of Payee or such other holder wherever located) to or for the credit or the account of Maker against and on account of the obligations and liabilities of Maker to Payee under this Note and all other claims of any nature or description arising out of or connected with this Note, irrespective of whether or not Payee shall have made any demand hereunder and although said obligations, liabilities or claims, or any of them, shall be contingent or unmatured.

(d) No failure or delay on the part of Payee or any other holder of this Note to exercise any right, power or privilege under this Note and no course of dealing between Maker and Payee shall impair such right, power or privilege or operate as a waiver of any default or an acquiescence therein, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies expressly provided in this Note are cumulative to, and not exclusive of, any rights or remedies that Payee would otherwise have. No notice to or demand on Maker in any case shall entitle Maker to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of Payee to any other or further action in any circumstances without notice or demand.

(e) Maker and any endorser of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

(f) If any provision in or obligation under this Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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(g) THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPALS.

(h) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST MAKER ARISING OUT OF OR RELATING TO THIS NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OR COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS NOTE MAKER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS NOTE. Maker further irrevocably consents to the service of process out of any of the aforementioned courts in any action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Maker at its address set forth below it signature hereto, such service to become effective seven days after such mailing. Nothing herein shall affect the right of Payee or any holder of this Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Maker in any other jurisdiction. Maker hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Note brought in the courts referred to above and further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(i) MAKER AND, BY THEIR ACCEPTANCE OF THIS NOTE, PAYEE AND ANY SUBSEQUENT HOLDER OF THIS NOTE, HEREBY IRREVOCABLY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OR ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS NOTE AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including without limitation contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Maker and, by their acceptance of this Note, Payee and any subsequent holder of this Note, each (i) acknowledges that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this relationship, and that each will continue to reply on this waiver in their related future dealings and (ii) further warrants and represents that each has reviewed this waiver with its legal counsel and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS NOTE. In the event of litigation, this provision may be filed as a written consent to a trial by the court.

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(j) Maker hereby waives the benefit of any statute or rule of law or judicial decision, including without limitation California Civil Code § 1654, which would otherwise require that the provisions of this Note be construed or interpreted most strongly against the party responsible for the drafting thereof.

(k) Maker acknowledges and agrees that the indebtedness evidence by this Note shall rank pari passu or senior in right of payment and priority to all other indebtedness of Maker and shall constitute senior indebtedness to all subordinated indebtedness of Maker.

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IN WITNESS WHEREOF, Maker has caused this Note to be execute and delivered by its duly authorized officer as of the day and year and at the place first above written.

MYSPACE, INC.
By:	/s/ Christopher DeWolfe
Name:	Christopher DeWolfe
Title:	President

Address:	1333 Second Street
	Santa Monica, CA 90401

PROMISSORY NOTE

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Intermix completes previously announced investment in MySpace Inc. by Redpoint Ventures.

Newly Formed MySpace, Inc. Receives $5 Million in Financing Proceeds to Facilitate Continued Growth of Business as Independent Subsidiary of Intermix Media

LOS ANGELES, CA, February 15, 2005 – Intermix Media, Inc. (AMEX: MIX), announced today the formation of an independent subsidiary that will own and operate MySpace.com. Under the terms of the deal, the Company and the management of MySpace.com (“MySpace Ventures LLC”) contributed their ownership interests in the assets of the MySpace.com business to a newly formed Delaware corporation named MySpace, Inc. Simultaneously with the transfer of assets, MySpace, Inc. sold a combination of common and preferred stock to Redpoint for a total purchase price of approximately $11.5 million. As a result of the transactions, Intermix received approximately $2.8 million in cash, a promissory note from MySpace, Inc. in the principal amount of $1.5 million subject to post-closing adjustment, and a majority ownership stake in MySpace Inc. totaling approximately 52% of the Company. Prior to this transaction, Intermix owned a 66% interest in the assets of MySpace.com with MySpace Ventures owning the remainder. After payment to MySpace Ventures of approximately $3.75 million in cash as partial consideration for its contribution of assets, the net financing proceeds to MySpace, Inc. were $5 million.

“We are very pleased with the final structure of MySpace, Inc.,” said Richard Rosenblatt, Chief Executive Officer of Intermix. “We received a minority investment to further fuel the growth of MySpace.com and we retained control and other important rights. This new arrangement is expected to enable MySpace, Inc. to attract and retain top tier managers by tying the equity component of their compensation directly to MySpace’s success. We believe that this transaction will enhance MySpace.com’s value for Intermix’s stockholders and allow us to most effectively monetize this subsidiary moving forward.”

Mr. Rosenblatt and Intermix director Andrew Sheehan will sit on the Board of MySpace, Inc. as the nominees of Intermix along with Geoffrey Yang from Redpoint Ventures and Chris DeWolfe as CEO of MySpace, Inc. An unaffiliated fifth director is expected to be elected to the MySpace Board in the near future. Mr. Rosenblatt will serve as Chairman of the new MySpace corporation. Additional terms of the transaction announced today include Intermix’s right to maintain its majority ownership position in MySpace, Inc. prior to certain triggering events and a one-year option for Intermix to purchase all outstanding shares of MySpace, Inc. under certain circumstances and at a pre-set valuation.

“We are very excited about our investment in MySpace,” said Geoffrey Yang, Managing Director of Redpoint Ventures. “MySpace has quickly become the next generation leader in social networking space. The company has the opportunity to define a new category of lifestyle portal for young adults around a social network.”

“Redpoint’s experience in breaking new ground at the intersection of technology and entertainment will prove invaluable,” said Chris DeWolfe, CEO of MySpace. “We look forward to benefiting from this experience as we move forward.”

About Intermix Media

A leading online media and ecommerce enterprise, Intermix Media and its subsidiaries utilizes proprietary technologies and analytical marketing to develop unique content, an active community and innovative ecommerce offerings. The Intermix Network blends user-generated and proprietary online content to motivate its users to spend more time on its Network and to invite their friends to join them. By integrating social networking applications, self publishing and viral marketing, the Intermix Network has grown to over 21 million unique visitors per month, including such flagship properties as MySpace.com and Grab.com. Intermix also leverages its optimization technologies, marketing methodologies and the Internet through its Alena unit, where it launches branded consumer product offerings. Alena expands Intermix’s consumer reach by marketing select high margin and innovative products directly to the consumer across the Internet. In doing so, Alena cost effectively builds consumer brands, such as Hydroderm, and drives new users back to the Intermix Network.