Velti Plc [ · ] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2011 • Velti PLC • Services-prepackaged software • New York
Introductory. Velti plc, a company established in the Bailiwick of Jersey (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [ · ] ordinary shares of the Company (each an “Ordinary Share”); and the shareholders of the Company named in Schedule B (collectively, the “Selling Shareholders”) severally propose to sell to the Underwriters an aggregate of [ · ] Ordinary Shares. The [ · ] Ordinary Shares to be sold by the Company and the [ · ] Ordinary Shares to be sold by the Selling Shareholders are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ · ] Ordinary Shares and the Selling Shareholders have severally granted to the Underwriters an option to purchase up to an additional [ · ] Ordinary Shares, with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule B, as pr
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2013 • Velti PLC • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 18, 2013, is made by and among VELTI PLC, a company organized under the laws of the Bailiwick of Jersey (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnification & Liability • November 9th, 2010 • Velti PLC • Services-prepackaged software • Jersey
This Indemnity Agreement, dated as of , 201 , is made by and between Velti plc, a company organized under the laws of the Bailiwick of Jersey (the “Company”), and (the “Indemnitee”).
CREDIT AGREEMENT Dated as of August 10, 2012 among VELTI INC. VELTI PLC MOBILE INTERACTIVE GROUP LIMITED and VELTI MOBILE PLATFORMS LIMITED as the Borrowers, HSBC BANK USA, NATIONAL ASSOCIATION as Administrative Agent and Syndication Agent, and The...Credit Agreement • August 16th, 2012 • Velti PLC • Services-prepackaged software • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 10, 2012, among VELTI INC., a Delaware corporation, VELTI PLC, a company formed under the laws of the Bailiwick of Jersey, Channel Islands, MOBILE INTERACTIVE GROUP LIMITED, a company formed under the laws of England and Wales with registered number 04572067, and VELTI MOBILE PLATFORMS LIMITED, a company formed under the laws of the British Virgin Islands (collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent.
April 18, 2013Credit Agreement • June 10th, 2013 • Velti PLC • Services-prepackaged software
FIRST AMENDMENT TO LEASELease • April 11th, 2013 • Velti PLC • Services-prepackaged software
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into to be effective as of November 15, 2011 (the "First Amendment Effective Date") by and between PPF PARAMOUNT ONE MARKET PLAZA OWNER L.P. ("Landlord") and VELTI USA, INC. "Tenant").
PRIVATE LEASE AGREEMENTPrivate Lease Agreement • May 13th, 2010 • Velti PLC
In Athens today, on 6 September 2005, the undersigned, on the one hand, Panagiotis Dimos. Katsadouris, a lawyer, resident of Athens, at 60A Skoufa Str., tel. 36.47.451, acting — in accordance with power of attorney no. 66/13.2.1997 executed by the Holy Monastery and duly ratified by the Holy Supervisory Body of Mount Athos — for the purposes hereof on behalf and in the name of the Holy Monastery of SIMONOS PETRA, which has its domicile on Mount Athos, with TIN 090003860, Tax Office (DOY) of Polygyros, which is legally represented (hereinafter the “lessor”), and on the other hand, the following sociétés anonymes, having their primary place of business in Vrilissia, Attica, at 3 Pentelis Avenue:
CONFIDENTIAL TERMINATION AGREEMENT AND GENERAL RELEASE OF CLAIMSTermination Agreement • June 10th, 2013 • Velti PLC • Services-prepackaged software • Jersey
LOAN AGREEMENT between VELTI SOFTWARE PRODUCTS AND RELATED PRODUCTS AND SERVICES S.A. and BLACK SEA TRADE AND DEVELOPMENT BANK Dated 31 August 2010Loan Agreement • October 18th, 2010 • Velti PLC • Services-prepackaged software
LOAN AGREEMENT (this “Agreement”) dated 31 August 2010 between VELTI SOFTWARE PRODUCTS AND RELATED PRODUCTS AND SERVICES S.A. a société anonyme organised and existing under the laws of the Hellenic Republic (the “Borrower”) with its registered office at 44 Kifissias Avenue, 151 25 Marousi, Athens, Greece, and the BLACK SEA TRADE AND DEVELOPMENT BANK (the “Bank”).
RETENTION AGREEMENT AND SEVERANCE AGREEMENTRetention Agreement • June 10th, 2013 • Velti PLC • Services-prepackaged software • California
This Retention Agreement (the “Agreement”) is dated of as of February 7, 2013 by and between Wilson W. Cheung (“Employee”), and Velti Inc., a Delaware corporation (the “Company”).
YDON HOLDINGS LTD. SERIES A PREFERRED SHARE AND NOTE PURCHASE AGREEMENTSeries a Preferred Share and Note Purchase Agreement • May 13th, 2010 • Velti PLC • Delaware
THIS SERIES A PREFERRED SHARE AND NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 22nd day of April, 2008 by and among Ydon Holdings Ltd., a British Virgin Islands Business Company having its registered office at Equity Trust (BVI) Limited, Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands with company number 1038691 (the “Company”), Velti Plc, a public limited company organized under the laws of England and Wales (the “Purchaser”), and the persons listed as “Founders” on the signature pages to this Agreement (each a “Founder” and together the “Founders”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 25th, 2011 • Velti PLC • Services-prepackaged software • California
DATED 9th August 2012Variation of an Agreement • August 23rd, 2012 • Velti PLC • Services-prepackaged software
DEEDrelating tothe variation of an agreement dated 14 November 2011 in relation to the sale and purchase of the entire issued share capital of Mobile Interactive Group Limited
OFFICE LEASE AGREEMENTOffice Lease Agreement • April 26th, 2012 • Velti PLC • Services-prepackaged software • California
Jeffrey Ross Re: Employment Agreement Dear Jeffrey:Employment Agreement • April 11th, 2013 • Velti PLC • Services-prepackaged software
We are very pleased to offer you a full-time position with Velti, Inc. (the “Company”) as a Chief Financial Officer, CFO at our offices in San Francisco, starting on January 1, 2013. The Company reserves the right to assign your employment to any of its subsidiaries or affiliated entities, as it deems necessary or appropriate. We trust that your knowledge, skills and experience will be among our most valuable assets.
DATED November 14, 2011Share Purchase Agreement • April 26th, 2012 • Velti PLC • Services-prepackaged software
Agreed Form documents Board minutes: Purchaser Completion power of attorney: Vendors Deed of termination of shareholders agreements Letter(s) of non‑crystallisation Post‑Completion powers of attorney re Shares Resignations of directors Service contracts Loan Note Instrument 4th Screen Agreement 4th Screen Services Agreement NL Subsidiary Documents Press Release USA Integration Plan
SECOND AMENDMENT TO LEASELease • April 11th, 2013 • Velti PLC • Services-prepackaged software
THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is entered into as of May 18, 2012 (the "Second Amendment Effective Date"), by and between PPF PARAMOUNT ONE MARKET PLAZA OWNER, L.P., a Delaware limited partnership ("Landlord") and VELTI USA, INC., a Delaware corporation ("Tenant") with reference to the following facts:
April 3, 2013Credit Agreement • April 11th, 2013 • Velti PLC • Services-prepackaged software
Mari Baker Re: Temporary Employment Agreement Dear Mari:Temporary Employment Agreement • June 10th, 2013 • Velti PLC • Services-prepackaged software
We are very pleased to offer you a temporary position with Velti Inc. (the “Company”) as Interim Chief Operating Officer, COO, at our offices in San Francisco, starting on April 1, 2013.
PRIVATE AGREEMENT FOR THE ASSIGNMENT OF A SUBLEASE-LEASE AGREEMENT AND AMENDMENT OF THE SUBLEASE-LEASE AGREEMENT OF 24/10/2004Sublease-Lease Agreement • May 13th, 2010 • Velti PLC
TO CREDIT AGREEMENTCredit Agreement • June 10th, 2013 • Velti PLC • Services-prepackaged software • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 24, 2013 (the “Effective Date”) and entered into by and among Velti Inc., a Delaware corporation, Velti plc, a company formed under the laws of the Bailiwick of Jersey, Channel Islands, Mobile Interactive Group Limited, a company formed under the laws of England and Wales with registered number 04572067, and Velti Mobile Platforms Limited, a company formed under the laws of the British Virgin Islands (collectively, the “Borrowers” and each an individual “Borrower”), the financial institutions listed on the signature pages hereof (“Lenders”) and HSBC Bank USA, National Association, as Administrative Agent (the “Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of August 10, 2012 (as amended, supplemented or restated through the date hereof, the “Credit Agreement”), by and among Borrowers, Lenders, and Administrative Agent. Capitalized terms used herein without def
AMENDMENT AND RESTATEMENT DEEDFacilities Agreement • May 13th, 2010 • Velti PLC
Framework, Guarantee & Call Option Agreement In regard to the Sale and Purchase of certain Shares and certain Assets dated November 12, 2012Framework, Guarantee & Call Option Agreement • April 11th, 2013 • Velti PLC • Services-prepackaged software
(The Sellers and VPS hereinafter referred to jointly sometimes as the “Secured Parties” and individually as a “Secured Party”)
BUSINESS LEASE AGREEMENTBusiness Lease Agreement • May 13th, 2010 • Velti PLC
In Marousi, today on 27 June 2006, between the following contracting parties, on the one hand, the société anonyme bearing the name “Aichmi Public Relations Services — Music Instruments & Audio-Video Systems Leasing Société Anonyme”, with TIN 999609203, which has its primary place of business in Athens, at 34 Amvrosiou Frantzi and is legally represented by Mr. Giannis Linos, resident of Amarousion (hereinafter the “lessor”), and on the other hand, the société anonyme bearing the name “Velti Center for Innovation, Venture Capital Société Anonyme — VCI S.A.”, with TIN 999078135, which has its primary place of business in Marousi, at 44 Kifisias Ave. and is legally represented by Mr. Dimitrios-Evangelos Paneras, resident of Amarousion (hereinafter the “lessee”), the following are agreed upon and mutually accepted:
OFFICE LEASE AGREEMENT BetweenOffice Lease Agreement • May 13th, 2010 • Velti PLC • California
The following sets forth some of the Basic Provisions of the Lease. In the event of any conflict between the terms of these Basic Lease Provisions and the referenced Sections of the Lease, the referenced Sections of the Lease shall control.
SERVICE AGREEMENTService Agreement • May 13th, 2010 • Velti PLC • England
JOINT VENTURE AND SHAREHOLDERS’ AGREEMENTJoint Venture and Shareholders’ Agreement • May 13th, 2010 • Velti PLC
Firefly e-Ventures Limited, a company duly incorporated and existing under the Companies Act, 1956 (“Companies Act”), having its registered office at 18-20, Kasturba Gandhi Marg, New Delhi — 110 001, hereinafter: “FEVL” which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns, on the one side
Sally J. Rau Re: Employment Agreement Dear Sally:Employment Agreement • October 18th, 2010 • Velti PLC • Services-prepackaged software • California
Velti plc, a company organized under the laws of the Bailiwick of Jersey (the “Company” or “Velti” or “we” or “us”), through Velti USA, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company, is pleased to offer you the position of Chief Administrative Officer, General Counsel and Secretary of the Company on the following terms and conditions.
VELTI INC. FIRST AMENDMENTCredit Agreement • April 11th, 2013 • Velti PLC • Services-prepackaged software • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December ___, 2012 (the “Effective Date”) and entered into by and among Velti Inc., a Delaware corporation, Velti plc, a company formed under the laws of the Bailiwick of Jersey, Channel Islands, Mobile Interactive Group Limited, a company formed under the laws of England and Wales with registered number 04572067, and Velti Mobile Platforms Limited, a company formed under the laws of the British Virgin Islands (collectively, the “Borrowers” and each an individual “Borrower”), the financial institutions listed on the signature pages hereof (“Lenders”) and HSBC Bank USA, National Association, as Administrative Agent (the “Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of August 10, 2012 (the “Credit Agreement”), by and among Borrowers, Lenders, and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in
Velti plc St Helier Jersey JE4 8PX December 21, 2010Facilities Agreement • January 12th, 2011 • Velti PLC • Services-prepackaged software
This letter is provided in connection with that certain Facilities Agreement originally dated 26 June 2009 between, inter alios, Velti plc as parent and others as identified therein (collectively the “Borrower”), and Thor Luxembourg S.à.r.l (the “Lender”), as amended by Amendment and Restatement Deed dated 14 October 2009, as further amended by Consent and Extension letter dated 14 December 2009 (the “Extension”), and by Consent and Extension adding Term Facility B (collectively the “Loan Agreement”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VELTI PLC, VORTEX ACQUISITION SUB, INC., MOBCLIX, INC., AND RICHARD TALLEY, AS STOCKHOLDERS’ AGENT SEPTEMBER 30, 2010Merger Agreement • October 18th, 2010 • Velti PLC • Services-prepackaged software • California
NOW, THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the parties agree as follows:
SHARE PURCHASE AGREEMENT BY AND AMONG VELTI PLC YDON HOLDINGS LTD. THE SHAREHOLDERS OF YDON HOLDINGS LTD. AND XIN YE, AS SHAREHOLDERS’ AGENT September 22, 2011Share Purchase Agreement • April 26th, 2012 • Velti PLC • Services-prepackaged software • California
Exhibit A Form of Escrow Agreement Exhibit B Form of Investor Representation Statement Exhibit C Plan of Restructuring Exhibit D Form of Non-competition Agreement Exhibit E Form of Target’s BVI Counsel Opinion Exhibit F Form of Employee Acknowledgment Exhibit F-1 List of Individuals Providing Employee Acknowledgment Target Disclosure Schedule Schedule 1 Schedule of Target Shareholders and Target Equity Interests Schedule 6.2(n) Key Employees of Target and Subsidiaries
