2WG MEDIA, INC. DEVELOPMENT AND PUBLISHING AGREEMENTDevelopment and Publishing Agreement • August 3rd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • California
This Development and Publishing Agreement (this “Agreement”) is entered into as of January 25, 2006, by and between 2WG Media, Inc., a Delaware Corporation with its offices at 4 Horizon Court, Suite 400; Heath, Texas 75032 (“Publisher”) and Canned Interactive, Inc. D/B/A The Cannery a Delaware corporation with its corporate office located at 727 S. Main Street Burbank, CA 91506 (“Developer”).
DATE March 3, 2006Software Development and Licensing • August 3rd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • California
VOTING AGREEMENTVoting Agreement • October 14th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”), is made and entered into this 7th day of October 2008 by and among RME Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the undersigned stockholders (collectively, the “Stockholders” and individually, a “Stockholder”) of Red Mile Entertainment, Inc., a Delaware corporation (the “Company”).
SOFTWARE PUBLISHING AND DISTRIBUTION AGREEMENT Disney Aladdin Chess AdventureSoftware Publishing and Distribution Agreement • August 3rd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • Quebec
This Publishing and Distribution Agreement (this “Agreement”) is made as of the 18th day of April, 2005, by and between Strategy First Inc., a Canadian corporation (“STRATEGY”), whose principal place of business is at 147 St. Paul West, Suite 210, Montreal, Quebec (Canada) H2Y 1Z5 and Red Mile, a U.S. corporation (“RED MILE”), whose principal place of business is at 4000 Bridgeway, Suite 101, Sausalito, CA 94965, U.S.A.
DATE: September 24, 2004Software Development and Licensing Agreement • August 3rd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • California
SECURITY AGREEMENTSecurity Agreement • February 12th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software • Delaware
This SECURITY AGREEMENT (this “Agreement”), effective as of February 11, 2008, is made, executed and given jointly and severally by Red Mile, Inc., a Delaware corporation and each of its subsidiaries, with a principal place of business at 4000 Bridgeway, Suite 101, Sausalito, CA 94965 (collectively referred to herein as the “Debtor”), to and in favor of Tiger Paw Capital Corp., an Alberta Company with a principal place of business at 1802 16th Street SW, Calgary, Alberta, T2T E42 (the “Secured Party”). Capitalized terms used in this Agreement and not defined herein shall have the meaning given such terms in the Revolving Line of Credit Agreement, dated as of February 11 , 2008 (as amended or modified from time to time, the “Credit Agreement”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • May 12th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software • California
DATE January 21, 2005 SOFTWARE DEVELOPMENT AND LICENSING AGREEMENTSoftware Development and Licensing Agreement • August 3rd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • California
GENERAL SECURITY AGREEMENTGeneral Security Agreement • May 12th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software • Ontario
TRUST INDENTURE DATED AS OF THE 19TH DAY OF OCTOBER, 2006 BETWEEN RED MILE ENTERTAINMENT INC. AND OLYMPIA TRUST COMPANY PROVIDING FOR THE ISSUE OF SENIOR SECURED CONVERTIBLE DEBENTURESSecurity Agreement • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
RED MILE ENTERTAINMENT INC., a corporation incorporated under the laws of the State of Delaware and having its head office in the State of California (hereinafter called the “Corporation”)
DATE December 21st, 2005Red Mile Entertainment Inc • August 3rd, 2006 • Services-prepackaged software • California
SECURITY AGREEMENTSecurity Agreement • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 19, 2006, is made and given by RED MILE ENTERTAINMENT, INC., a corporation organized under the laws of the State of Delaware (the “Grantor”), to OLYMPIA TRUST COMPANY, a trust company incorporated under the laws of the Province of Alberta in its capacity as Debenture Trustee (the “Security Trustee”).
CO-PUBLISHING AGREEMENTCo-Publishing Agreement • August 3rd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • California
THIS CO-PUBLISHING AGREEMENT (“Agreement”) is made and entered into as of March 30, 2005 (the “Effective Date”) in San Diego, California, USA by and between Red Mile Entertainment, Inc., with principal offices located at 4000 Bridgeway, Suite 101, Sausalito, CA 94965 (“Red Mile”) and Sony Online Entertainment Inc., a Delaware corporation (“SOE”) with principal offices located at 8928 Terman Court, San Diego, California, 92121, USA.
SUBSCRIPTION FOR CONVERTIBLE DEBENTURESRed Mile Entertainment Inc • November 22nd, 2006 • Services-prepackaged software
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the principal sum set forth below of senior secured convertible debentures of the Corporation having the terms set forth in Exhibit 3 hereto (the "Debentures"), at a subscription price of USD $1,000 per Debenture (the "Subscription Price"), upon and subject to the terms and conditions set forth in "Terms and Conditions of Subscription for Convertible Debentures of Red Mile Entertainment Inc." attached hereto (together with this page and the attached Exhibits, the "Subscription Agreement"). In addition to this face page, the Subscriber must complete all applicable Exhibits.
AGENCY AGREEMENTAgency Agreement • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
DATED: 19 day of April 2005 LICENSING AGREEMENT Between RED MILE ENTERTAINMENT, INC And THE CODEMASTERS SOFTWARE COMPANY LIMITED For HEROES OF THE PACIFICLicensing Agreement • August 3rd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • England
THIS LICENSING AGREEMENT, dated as of April 19, 2005 (together with the Exhibits attached hereto and as amended from time to time, the “Agreement”), is entered into by and between THE CODEMASTERS SOFTWARE COMPANY LIMITED (“Publisher”), with offices at Stoneythorpe, Southam, Warwickshire, CV47 2DL, England and Red Mile Entertainment, Inc., an Florida corporation (“Red Mile”), with offices at 4000 Bridgeway, Suite 101, Sausalito, CA 94965.
2WG Media SOFTWARE DISTRIBUTION AGREEMENTSoftware Distribution Agreement • August 3rd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • Texas
This Software Distribution Agreement (the “Agreement”) is entered into on 22nd November, 2005 (the “Effective Date”) by and between White Park Bay, a Limited corporation having its registered place of business at Avalon House, Marcham Road, Abingdon, Oxon, OX14 1UD, United Kingdom and whose principle address for the receipt of documents is Suite 626, Great Northern House, 275 Deansgate, Manchester, M3 4EL, United Kingom, VAT registred under the number 669 8862 53 (“WPB”), and 2WG Media, having its principal place at 4975 Preston Park Blvd. #775, Plano, TX 75093 (“Company”).
FORM OF SUBSCRIPTION AGREEMENT FOR UNITSRed Mile Entertainment Inc • July 23rd, 2007 • Services-prepackaged software • Alberta
The undersigned (hereinafter referred to as the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of units in the capital of the Corporation ("Units") set forth below for the aggregate subscription price set forth below (the "Aggregate Subscription Price"), representing a subscription price of USD$2.50 per Unit, upon and subject to the terms and conditions set forth in "Terms and Conditions of Subscription for Units of Red Mile Entertainment Inc." attached hereto (together with this face page and Schedules, if applicable, the "Subscription Agreement"). Each Unit consists of one common share of the Corporation ("Common Share") and 0.2 of one special warrant. Each whole special warrant ("SpecialWarrant") entitles the holder thereof to acquire, for no additional consideration, one additional Common Share, subject to adjustments, in the event that a Liquidity Transaction (as defined herein) is not unconditionally closed prior to the date which is eight month
DATE: August 11, 2005 And SOFTWARE DEVELOPMENT AND LICENSING AGREEMENTEdmonds 1 Inc. • May 10th, 2006 • Non-operating establishments • California
WARRANT INDENTURE Providing for the Issue of Warrants BETWEEN RED MILE ENTERTAINMENT, INC. - and - OLYMPIA TRUST COMPANY Dated as of July 18, 2007Warrant Indenture • July 23rd, 2007 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
RED MILE ENTERTAINMENT, INC., a corporation incorporated under the laws of the State of Delaware and having its head office in the State of California (hereinafter referred to as the "Corporation")
TEMPORARY FORBEARANCE AGREEMENTTemporary Forbearance Agreement • May 12th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software
This Temporary Forbearance Agreement (this “Agreement”) is entered into and effective as of May 7, 2008 by and among RED MILE ENTERTAINMENT, INC., a Delaware corporation and its subsidiaries (collectively, the “Borrower”) and TIGER PAW CAPITAL CORP., an Alberta Company (“Lender”).
AGREEMENT RESPECTING CLOSING DATEAgreement Respecting Closing • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
WHEREAS the Corporation and the Agent entered into an agency agreement (the "Agency Agreement") dated October 19, 2006 with respect to the issuance by the Corporation of senior secured convertible debentures ("Debentures") having an aggregate principal amount of up to US$10,000,000.
STANDSTILL AGREEMENTStandstill Agreement • January 6th, 2009 • Red Mile Entertainment Inc • Services-prepackaged software • California
This Standstill Agreement (the “Agreement”), is made and entered into as of December __, 2008, by and between SILVERBIRCH INC. (the “Lender”), an Ontario corporation having an office at Suite 500, 150 Ferrand Drive, Toronto, Ontario M3C 3E5, and RED MILE ENTERTAINMENT, INC., (the “Borrower”, and together with the Lender, the “Parties”), a Delaware corporation having its chief executive office at 223 San Anselmo Avenue, Suite #3, San Anselmo, California 94960.
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • July 9th, 2009 • Red Mile Entertainment Inc • Services-prepackaged software • California
This Settlement Agreement and General Release (the "Agreement") is executed as of June 22, 2009 by and between Red Mile Entertainment, Inc. (“Red Mile”), on the one hand, and MTV Networks, a division of Viacom International Inc. (“MTVN”) on the other hand. Red Mile and MTVN, collectively, shall be referred to as the “Parties.”
CREDIT AGREEMENTCredit Agreement • May 12th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software • Ontario
RED MILE ENTERTAINMENT, INC., a Delaware corporation, having its chief executive office at at 223 San Anselmo Avenue, Suite #3, San Anselmo, CA 94960
DATE: August 11, 2005 And SOFTWARE DEVELOPMENT AND LICENSING AGREEMENTRed Mile Entertainment Inc • August 3rd, 2006 • Services-prepackaged software • California
AGREEMENT made as of the 5th day of October, 2005, by and between:Agreement • October 6th, 2005 • Edmonds 1 Inc. • Non-operating establishments • New Jersey
SECOND, SELLER desires to sell all 100,000 of his issued and outstanding shares in Edmonds to PURCHASERS in consideration of the following.
April 27, 2009 VIA FACSIMILE (+613 9328 8332)Red Mile Entertainment Inc • August 12th, 2009 • Services-prepackaged software • Victoria
Red Mile Entertainment, Inc., a Delaware corporation, withOffices at 223 San AnseImo Aye., Ste. 3, San Anselmo, CA 94960 ("RME") and IR Gunn Interactive Pty Ltd., a company organized under the laws of Australia with a principal place of business at Levet 3, 355 Spencer Street, West Melbourne, Victoria 3003 Australia and doing business as Transmission Games ("TG") are entering into this letter agreement (the "Agreement") to provide for a grant of certain rights in and to Sequels (as defined below) to the interactive game Heroes Over Europe for the Sony Playstation 3, Microsoft Xbox 360 and personal computer (PC) platforms (the "Title") in accordance with the terms and conditions set forth herein. RME and TG are each referred to herein as a "Party" and collectively as the "Parties.". The terms "Sequel" and "Prequel" will have their respective meanings as defined in the Development Agreement between TG and the New Publisher dated on or about 29 April 2009 and are incosporated into this Ag
2WG Media SOFTWARE DISTRIBUTION AGREEMENTSoftware Distribution Agreement • May 10th, 2006 • Edmonds 1 Inc. • Non-operating establishments • Texas
This Software Distribution Agreement (the “Agreement”) is entered into on 15th of March, 2006 (the “Effective Date”) by and between White Knight Games Pty Ltd, an Australian company having its principle address at 4/31 Park St, Como, WA 6152 Australia (“WKG”), and 2WG Media, having its principal place at 4 Horizon Court, Heath, TX 75093 (“Company”).
HEROES OVER EUROPE PUBLISHING AGREEMENTPublishing Agreement • August 14th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software • New York
This Publishing Agreement, dated as of June 20, 2008, is by and between Atari Interactive, Inc. (“Atari”), a Delaware corporation with its headquarters at 417 Fifth Ave., New York, NY 10016, and Red Mile Entertainment, Inc. (“Licensor”), whose address and other identifying information are provided in Exhibit A to this Agreement. The parties agree as follows.
AGENCY AGREEMENTAgency Agreement • July 23rd, 2007 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
Subject to the terms and conditions hereof, the Agent agrees to act as, and the Corporation appoints the Agent as, the sole and exclusive agent of the Corporation to offer for sale on the Closing Date on a private placement basis the Units in the Provinces of Alberta, British Columbia, Saskatchewan, Ontario and Nova Scotia (the "Selling Jurisdictions") and to use its commercially reasonable best efforts to secure subscriptions therefor, provided that the Agent shall be under no obligation to purchase any of such Units as principal. The Agent shall be entitled in connection with the offering and sale of the Units to retain as sub-agents other registered securities dealers and may receive (for delivery to the Corporation at the Closing Time) subscriptions for Units from other registered securities dealers. The fee payable to such sub-agents shall be for the account of the Agent.
BUYOUT AGREEMENTBuyout Agreement • August 12th, 2009 • Red Mile Entertainment Inc • Services-prepackaged software • New York
This Buyout Agreement (the "Agreement") is dated February 24.2009 (the "Effective Date') and is between Atari Interactive, Inc.("Atari") and Red Mile Entertainment, Inc. ("Red Mile").
AMENDMENTRed Mile Entertainment Inc • March 24th, 2009 • Services-prepackaged software
This Amendment, is made and entered into as of March 19, 2009, by and between SILVERDIRCH INC. (the "Lender"'), an Ontario corporation having an office at Suite 500, 150 Ferranti Drive, Toronto, Ontario M3C 3E5, and RED MILE ENTERTAINMENT INC., (the "Borrower", and together with the Lender, the "Parties"), a Delaware corporation having its chief executive office at 223 San Anselrno Avenue, Suite #3, San Anselmo, California. .
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • February 12th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software • Delaware
This Revolving Line of Credit Agreement, dated as of February 11, 2008 (the “Agreement”), is made by and among Red Mile, Inc., a Delaware corporation whose principal office is located at 4000 Bridgeway, Suite 101, Sausalito, CA 94965 and its subsidiaries (collectively, the “Borrower”) and Tiger Paw Capital Corp., an Alberta Company with its principal place of business located at 1802 16th Street SW, Calgery, Alberta, T2T E42 (“Lender”).
Agreement and Plan of MergerAgreement and Plan of Merger • October 14th, 2008 • Red Mile Entertainment Inc • Services-prepackaged software • Ontario
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 7, 2008 (the “Agreement Date”) by and among SilverBirch Inc., an Ontario corporation (“Parent”), RME Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Red Mile Entertainment, Inc., a Delaware corporation (the “Company”), and Kenny Cheung, as Representative, solely with respect to Article X hereof and such other provisions hereof which specifically refer to such Representative (the “Representative”).
