25,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of November 8, 2017, among RHYTHMONE PLC, as Parent, RHYTHMONE (US) HOLDING, INC., as Holdings, RHYTHMONE, LLC, R1DEMAND, LLC and PERK INC., as Co-Borrowers, THE SEVERAL LENDERS...Guarantee and Collateral Agreement • November 14th, 2017 • RhythmOne PLC • Services-advertising agencies • New York
THIS CREDIT AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 8, 2017, is entered into by and among RHYTHMONE PLC, a public limited liability company incorporated under the laws of England and Wales with registered number 06223359 (“Parent”), RHYTHMONE (US) HOLDING, INC., a Delaware corporation (“Holdings”), RHYTHMONE, LLC, a California limited liability company (“RhythmOne”), R1DEMAND, LLC, a Delaware limited liability company (“R1Demand”), PERK INC., a company organized under the laws of the Province of Ontario, Canada (“Perk”; RhythmOne, R1Demand and Perk are each referred to herein individually as a “Borrower” and are referred to herein collectively and jointly and severally, as the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement as lenders (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the
RHYTHMONE EXECUTIVE SERVICE AGREEMENTSeparation Agreement and General Release • July 31st, 2018 • RhythmOne PLC • Services-advertising agencies • California
THIS EXECUTIVE SERVICE AGREEMENT (this “Agreement”) is entered into as of June [ ], 2018 by and among [ ] (“Executive”), RHYTHMONE, LLC, a California limited liability company (the “Company”), and RHYTHMONE PLC, a public limited company incorporated under the laws of England and Wales (“Parent”).
RHYTHMONE EXECUTIVE SERVICE AGREEMENTRhythmone Executive Service Agreement • November 14th, 2017 • RhythmOne PLC • Services-advertising agencies • California
THIS EXECUTIVE SERVICE AGREEMENT (this “Agreement”) is entered into as of April 19, 2016 by and among Dan Slivjanovski (“Executive”), RHYTHMONE, LLC, a California limited liability company (the “Company”), and BLINKX PLC, a public limited company incorporated under the laws of England and Wales (“Parent”), in order to provide an incentive for Executive’s continued dedication to the best interests of the Company and Parent. Certain capitalized terms used in this Agreement are defined in Section 1.
RHYTHMONE EXECUTIVE SERVICE AGREEMENTSeparation Agreement and General Release • December 26th, 2017 • RhythmOne PLC • Services-advertising agencies • Ontario
THIS EXECUTIVE SERVICE AGREEMENT (this “Agreement”) is entered into as of July 2, 2017 by and among Ted Hastings (“Executive”), PERK.COM CANADA INC., an Ontario corporation (the “Company”), and RHYTHMONE PLC, a public limited company incorporated under the laws of England and Wales (“Parent”), in order to provide an incentive for Executive’s continued dedication to the best interests of the Company and Parent. Certain capitalized terms used in this Agreement are defined in Section 1.
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • November 14th, 2017 • RhythmOne PLC • Services-advertising agencies • New York
THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 8, 2017 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation with a loan production office located at 387 Park Avenue South, 2nd Floor, New York, New York 10016 (“Bank”), and RHYTHMONE, LLC, a California limited liability company (“RhythmOne”), REDWOOD MERGER SUB I, INC., a Delaware corporation (“Redwood I”), REDWOOD MERGER SUB II, INC., a Delaware corporation (“Redwood II”; and together with RhythmOne, and Redwood I are each referred to herein individually as a “Borrower” and are referred to herein individually and collectively and jointly and severally, as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
RHYTHMONE PLC RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 14th, 2017 • RhythmOne PLC • Services-advertising agencies • California
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 14th, 2017 • RhythmOne PLC • Services-advertising agencies • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 4, 2017, is entered into by and among RhythmOne plc, a public limited company formed under the laws of England and Wales (“Parent”), Redwood Merger Sub I, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), Redwood Merger Sub II, Inc. a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub Two” and collectively with Purchaser, the “Merger Subs” and each, individually, a “Merger Sub”) and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
