THROUGHOUT THIS AGREEMENT, WHERE INFORMATION
HAS BEEN REPLACED BY AN ASTERISK (*), THAT INFORMATION HAS BEEN
OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
January 12, 2007
Penny Perfect
AlphaTrade.com
1820-1111 West Georgia St.
Vancouver, BC
Canada V6E-M3
Re: Shea Stadium Advertising Agreement
Dear Ms. Perfect:
I am writing to confirm the agreement reached between Sterling
Mets, L.P. (“Sterling”), owner and operator of the New
York Mets National League Baseball team (the “Mets”),
and AlphaTrade.com (“AlphaTrade”), for sponsorship and
advertising rights during the 2007 and 2008 baseball
seasons.
Per the agreement, AlphaTrade
will receive the following advertising
and sponsorship rights during each of the 2007 and 2008 baseball
seasons:
1. The right to advertise
AlphaTrade’s online investment management services during
Mets home games on two permanent 4’ by 38’ signs on the
press level facade at Shea Stadium (the “Stadium”), one
located in right field, and the other located in left field, next
to the two auxiliary matrix LED scoreboards (the “Pitch Speed
LED Scoreboards”) that indicate speed of pitch. AlphaTrade
shall be responsible for the cost of fabrication of its
signage.
2. The right to display
customized messages, provided by AlphaTrade, promoting
AlphaTrade’s online investment management services, which
will scroll on the Pitch Speed LED Scoreboards during inning breaks
during Mets regular home games.
3. One 15-second announcement
on the Stadium public address system during each Mets home game,
promoting either AlphaTrade’s online investment management
services or AlphaTrade’s sponsorship of an in-stadium text
messaging contest (“TMC”), which TMC shall be subject
to the prior approval of Major League Baseball Advanced Media
(“MLBAM”). The TMC announcement shall be made on
or before the bottom of the fifth (5 th ) inning.
AlphaTrade’s logo will be prominently displayed on the
Stadium scoreboard during any such announcement. TMC winners
will receive either (i) two tickets to a 2007 or 2008 Mets home
game, provided by Sterling, or (ii) a prize to be mutually agreed
to by AlphaTrade and Sterling in advance of the TMC.
AlphaTrade will have the option to award an additional grand prize,
to be mutually agreed to by the parties. AlphaTrade will be
announced as the provider of any such grand prize.
4. Advertising inventory with
a value of $50,000, based on the applicable rate card, each season
during the Term, during Mets and/or other programming on SportsNet
New York, with details to be mutually agreed to between the
parties.
5. Sponsorship by AlphaTrade
of a mutually agreed upon sweepstakes or TMC (collectively referred
to herein as the “Sweepstakes”) to be featured on the
official New York Mets website ( www.mets.com ) (the
“Website”), subject to the terms and conditions set
forth in Exhibit A hereto. The Sweepstakes and AlphaTrade’s
sponsorship thereof shall be promoted in rotating banner
advertisements on the Website that will be posted by MLBAM for the
duration of the Sweepstakes (approximately 6 to 8 weeks) (the
“Sweepstakes Period”), and in one promotional email
distributed by MLBAM during the Sweepstakes Period. The
Sweepstakes, banner advertisements and promotional email are
subject to the prior approval of MLBAM. The official rules of
the Sweepstakes shall be provided by MLBAM or Sterling, subject to
the reasonable approval of AlphaTrade. The Sweepstakes
prize(s) will be provided by Sterling and mutually agreed to
between the parties.
6. Four field level tickets to
each Mets regular season home game at the Stadium (and the right to
purchase the same seats for any Mets post season games at the
Stadium) during the Term. Such rights shall be limited to the
Term hereof, and are not subject to renewal.
7. Use of one 15-person
Diamond View Suite, including food and beverages for 15 guests, on
two mutually agreed upon Mets regular season home game dates.
AlphaTrade shall be responsible for compliance with all usage rules
issued by Sterling applicable to suite holders.
8. The right to advertise
AlphaTrade’s online investment management services in one
full page, four-color, print advertisement in the annual New York
Mets Yearbook.
9. Opportunity to use the
field at KeySpan Park to play a softball game on one mutually
agreed upon date. AlphaTrade shall secure releases of
liability in favor of Sterling and Brooklyn Baseball Company,
L.L.C., in a form acceptable to Sterling in its sole discretion,
from each individual who will be permitted to enter the field at
KeySpan Park for this event. AlphaTrade will have the right
to have up to forty (40) people to participate in the softball game
and as many spectators in the seating bowl at KeySpan Park as BBC
allows for similar events.
10. Four tickets to each of
five Mets Spring Training home games at Tradition Field,
Florida.
11. The right for AlphaTrade to use the designation
“Official Sponsor of the New York Mets” to promote
AlphaTrade’s online investment management services, subject
to the conditions set forth below.
(a) Such right is
specifically limited to the Term and to the Mets Home Television
Territory, as may be amended. The current Home Television
Territory is shown on Exhibit B (see attached).
(b) Use of the
Mets name is non-exclusive and shall be subject to any rules,
regulations, agreements, or guidelines of the MLB Entities (as
defined herein), as may be amended.
(c) All materials
containing the Mets name must be submitted to Sterling for its
prior written approval, in its reasonable discretion.
(d) AlphaTrade
shall indemnify, hold harmless and defend Sterling from and against
any and all actions, claims, demands, liabilities, damages or
expenses (including attorneys’ fees) arising out of its use
of the Mets name.
(e) Nothing
herein shall be construed to convey to AlphaTrade any rights in
Sterling’s trademarks, except as expressly granted
herein.
12. Within three
days of the execution of the Agreement, a public announcement will
be made by both parties as to the completion of a binding agreement
that gives AlphaTrade official sponsor status with the Mets.
Further announcements will be made as agreed to by AlphaTrade and
the Mets. If any approvals are required for AlphaTrade from
Sterling for the public announcements, such approval shall not be
unreasonably delayed or withheld. AlphaTrade will be able to
create and utilize a boilerplate statement about its official
sponsor status on its public new announcements, distributed only
within the Mets Home Television Territory, in the form attached
hereto as Exhibit C.
For the foregoing goods and
services, AlphaTrade will pay $* in 2007 and $* in 2008 to
Sterling. (These are net figures and will not be reduced by
any commissions or other amounts.) The 2007 fee shall be due
and payable, as follows: $* on April 1, 2007, $* on July 1, 2007,
and $* on September 1, 2007. The 2008 fee shall be due and payable,
as follows: $* on April 1, 2008, $* on July 1, 2008, and $* on
September 1, 2008.
In the event of a default by
AlphaTrade in making any payment due pursuant to this Agreement,
which default shall not have been remedied within five (5)
working days after notice of default has been given in writing to
AlphaTrade by Sterling, then, in addition to any other remedies
which may under the circumstances be available to Sterling, which
are expressly reserved, AlphaTrade shall be obligated to pay
Sterling, on demand, interest on all unpaid sums at a rate equal to
the lesser of twelve (12%) per annum, or the highest rate of
interest allowed under New York law.
Notwithstanding any other provision of this Agreement, this
Agreement and any rights or exclusivities granted by Sterling
hereunder shall in all respects be subordinate to each of the
following, as may be amended from time to time (collectively,
“MLB Documents”): (i) any present or future
agreements entered into by, or on behalf of, any of the Major
League Baseball (“MLB”) entities or affiliates, or the
member Clubs acting collectively (“MLB Entities”),
including, without limitation, agreements entered into pursuant to
the Major League Constitution, the American and National League
Constitutions, the Professional Baseball Agreement, the Major
League Rules, the Int
