EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of March 1, 2013 (the “Effective Date”), by and between WhaleShark Media, Inc., a Delaware corporation (the “Company”), and Jagit Bath, an individual (the “Executive”).
Google AdSense™ Online Standard Terms and Conditions PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FAQ BEFORE REGISTERING FOR THE GOOGLE ADSENSE ONLINE PROGRAM. PARTICIPATION IN THE GOOGLE ADSENSE ONLINE PROGRAM INDICATES THAT YOU...Google Adsense Online Standard Terms and Conditions • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • California
Introduction. This agreement (“Agreement”) between You and Google Inc. (“Google”) consists of these Google AdSense Online Program (the “Program”) Standard Terms and Conditions (“Terms and Conditions”). A description of the Program, as generally offered by Google, is available at the Program Frequently Asked Questions (“FAQ”) URL, located at https://www.google.com/adsense/faq, or such other URL as Google may provide from time to time. “You” or “Publisher” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network, acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.
TERM LOAN A NOTETerm Loan Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
This Note evidences Term Loan A Advances made under, is subject to, may be accelerated and may be prepaid in accordance with, the terms of the Credit Agreement, to which reference is hereby made.
LEASE AGREEMENT BETWEEN NOP 301 CONGRESS LP, AS LANDLORD, AND WHALE SHARK MEDIA, INC., AS TENANT DATED MAY 24, 2011 AUSTIN, TX 78701Lease Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Delaware
This Lease Agreement (this “Lease”) is entered into as of the Lease Date between Landlord and Tenant (as each such term is defined in the Basic Lease Information).
WhaleShark Media Logo] WhaleShark Media UK Ltd 33-41 Dallington Street London, EC1V 0BB T: 0207 566 9840 F: 0207 549 2169 www.whalesharkmedia.comLease Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 28, 2011 by and among WhaleShark Media, Inc., a Delaware corporation (formerly known as Whale Shark Media, Inc.) (the “Company”), and the investors listed on Exhibit A attached to this Agreement (together with any person who becomes a party hereto as an Investor pursuant to Section 5, individually, an “Investor,” collectively the “Investors”).
THIRD AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Delaware
THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 28, 2011 by and among WhaleShark Media, Inc., a Delaware corporation (formerly known as Whale Shark Media, Inc.) (the “Company”), those holders of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), or options to acquire Common Stock set forth on Exhibit A attached to this Agreement (together with any other person who becomes a party hereto as a Common Stockholder pursuant to Sections 2.5 or 2.6, individually, a “Common Stockholder,” and collectively, the “Common Stockholders”), and the holders of the Company’s Series B-1 Preferred Stock, par value $0.001 per share (“Series B-1 Preferred Stock”), Series B-2 Preferred Stock, par value $0.001 per share (“Series B-2 Preferred Stock,”), Series B-3 Preferred Stock, par value $0.001 per share (“Series B-3 Preferred Stock”), Series BB-3 Preferred Stock, par value $0.001 per share (“Series B-4 Preferred Stock”) and Se
TERM LOAN AGREEMENT DATED AS OF NOVEMBER 24, 2010 COMERICA BANK As Administrative Agent and Lead Arranger And WHALE SHARK MEDIA, INC. And the other Borrowers named herein as BorrowersTerm Loan Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Michigan
This Term Loan Agreement (“Agreement”) is made as of the 24th day of November, 2010, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Whale Shark Media, Inc. (“WSM”), Spectrawide Acquisition Co., LLC, Spectrawide Inc., CSB Acquisition Co., LLC, CLTD Acquisition Co., LLC, Smallponds, LLC, Deals.com, LLC, and RMN Acquisition Co., LLC (each, individually a “Borrower,” and collectively the “Borrowers”).
WHALESHARK MEDIA, INC. AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
THIS AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), which amends that certain Third Amended and Restated Investors’ Rights Agreement dated October 28, 2011 (the “Original Agreement”), by and among WhaleShark Media, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A thereto (each an “Investor” and collectively, the “Investors”), is made and entered into as of May 10, 2012. Unless otherwise defined herein, capitalized terms shall have the definitions ascribed to them in the Original Agreement.
ContractWarrant Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAWS.
WHALESHARK MEDIA, INC. AMENDMENT TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
THIS AMENDMENT TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Amendment”), which amends that certain Third Amended and Restated Right of First Refusal and Co-Sale Agreement dated October 28, 2011 (the “Original Agreement”), by and among WhaleShark Media, Inc., a Delaware corporation (the “Company”), the persons and entities set forth on Exhibit A thereto (each a “Common Stockholder” and collectively, the “Common Stockholders”) and the persons and entities set forth on Exhibit B thereto (each an “Investor” and collectively, the “Investors”), is made and entered into as of May 10, 2012. Unless otherwise defined herein, capitalized terms shall have the definitions ascribed to them in the Original Agreement.
THIRD AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This Pledge Agreement (the “Agreement”) is executed and effective as of August 11, 2011. For value received, the undersigned (“Debtor”) pledges, assigns and grants to Comerica Bank, whose address is 1717 Main Street, Dallas, Texas 75201, Attention: TLS Lending (Austin), in its capacity as Administrative Agent (“Agent”), for the benefit of Agent and for the ratable benefit of the Lenders, a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future Indebtedness (as defined in the Credit Agreement) to the Agent or the Lenders of Whale Shark Media, Inc., Spectrawide Acquisition Co., LLC, Spectrawide Inc., CSB Acquisition Co., LLC, CLTD Acquisition Co., LLC, Smallponds, LLC, Deals.com, LLC, and RMN Acquisition Co., LLC (collect
WHALESHARK MEDIA, INC. AMENDMENT TO THIRD AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
THIS AMENDMENT TO THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”), which amends that certain Third Amended and Restated Voting Agreement, dated October 28, 2011 (the “Original Agreement”), by and among WhaleShark Media, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A thereto and the persons and entities listed on Exhibit B thereto (each an “Investor” and collectively, the “Investors”), is made and entered into as of May 10, 2012. Unless otherwise defined herein, capitalized terms shall have the definitions ascribed to them in the Original Agreement.
DATED AUGUST 15, 2011 - and - AGREEMENT relating to the sale and purchase of the entire issued share capital of eConversions LimitedShare Purchase Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
A eConversions Limited (“Company”) is a private company limited by shares. Further information relating to the Company is set out in part 1 of schedule 3.
SIXTH AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This SIXTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), is dated as of May 10, 2012, among WHALESHARK MEDIA, INC., SPECTRAWIDE ACQUISITION CO., LLC, CSB ACQUISITION CO., LLC, CLTD ACQUISITION CO., LLC, SMALLPONDS, LLC, DEALS.COM, LLC, and RMN ACQUISITION CO., LLC (each, individually a “Borrower,” and collectively the “Borrowers”), COMERICA BANK, a Texas banking association, as agent (“Agent”), and the Lenders (as defined in the Loan Agreement) party hereto.
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), is dated as of May 27, 2011, among WHALE SHARK MEDIA, INC., SPECTRAWIDE ACQUISITION CO., LLC, SPECTRAWIDE INC., CSB ACQUISITION CO., LLC, CLTD ACQUISITION CO., LLC, SMALLPONDS, LLC, DEALS.COM, LLC, and RMN ACQUISITION CO., LLC (each, individually a “Borrower,” and collectively the “Borrowers”), COMERICA BANK, a Texas banking association, as agent (“Agent”), and the Lenders (as defined in the Loan Agreement) party hereto.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
This Intellectual Property Security Agreement is entered into as of November 24, 2010 by and between COMERICA BANK, as Administrative Agent for the Lenders (in such capacity “Agent”) and WHALE SHARK MEDIA, INC., a Delaware corporation formerly known as Smallponds, Inc., CSB ACQUISITION CO., LLC, a Delaware limited liability company, SPECTRAWIDE ACQUISITION CO., LLC, a Delaware limited liability company, SPECTRAWIDE INC., a Texas corporation, CLTD ACQUISITION CO., LLC, a Delaware limited liability company, SMALLPONDS, LLC, a Delaware limited liability company, DEALS.COM, LLC, a Delaware limited liability company, and RMN ACQUISITION CO., LLC, a Delaware limited liability company (each a “Grantor” and collectively, “Grantors”).
AMENDMENT NO. 2Lease Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Delaware
Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us.
Google Affiliate Network Online Program Terms and ConditionsAffiliate Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
Introduction. This agreement (“Agreement”) between You and Google Inc. (“Google”) consists of: (a) these Google Affiliate Network Online Program (the “GAN Program”) Terms and Conditions (“GAN Terms”); (b) the Google Affiliate Network Online Program Policies (the “GAN Program Policies”), located at http://www.google.com/ads/affiliatenetwork/publisher/program-policies.html or such other URL as Google may provide from time to time; and (c) the Google AdSense Online Program Standard Terms and Conditions (“AdSense Online Terms”), located at https://www.google.com/adsense/static/en US/LocalizedTerms.html or such other URL as Google may provide from time to time. “You” or “Publisher” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. Your participation in the GAN Program is subject to Google’s prior approval and Your continued comp
DATED January 10, 2007Underlease • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
THIS LEASE is made on the date stated in the particulars between the parties specified in the particulars and is a new tenancy under the Landlord and Tenant (Covenants) Act 1995.
CJ ASSIGNMENT AND ASSUMPTION AMENDMENTCj Publisher Service Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • California
This CJ Assignment and Assumption Amendment (the “Amendment”) is entered into as of November 24, 2010 (the “Amendment Effective Date”), by and between Stateless Systems Pty Ltd. (the “Assignor”), located at 330 Little Collins Street, Melbourne, Victoria 3000, AUSTRALIA, RMN Acquisition Co., LLC. (the “Assignee”), located at 515 South Congress Avenue. Suite 700, Austin, TX 78704, and Commission Junction, Inc. (“CJ”), located at 530 East Montecito Street, Santa Barbara, CA 93103, and modifies the CJ Publisher Service Agreement (the “Agreement”) entered into between CJ and Stateless Systems Pty Ltd. on or about November 16, 2006. CJ, Assignor, and Assignee are collectively referred to herein as the “Parties” and individually as the “Party”. Capitalized terms used in this Amendment not otherwise defined herein shall have the same meaning as defined in the Agreement.
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), is dated as of , 2010, among WHALE SHARK MEDIA, INC., SPECTRA WIDE ACQUISITION CO., LLC, SPECTRA WIDE INC., CSB ACQUISITION CO., LLC, CLTD ACQUISITION CO., LLC, SMALLPONDS, LLC, DEALS.COM, LLC, and RMN ACQUISITION CO., LLC (each, individually a “Borrower,” and collectively the “Borrowers”), COMERICA BANK, a Texas banking association, as agent (“Agent”), and the Lenders (as defined in the Loan Agreement) party hereto.
THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Delaware
THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made and entered into as of October 28, 2011 by and among WhaleShark Media, Inc., a Delaware corporation (formerly known as Whale Shark Media, Inc.) (the “Company”), those holders of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), or options to acquire Common Stock set forth on Exhibit A attached to this Agreement (together with any other person who becomes a party hereto as a Common Stockholder pursuant to Section 3, individually, a “Common Stockholder,” and collectively, the “Common Stockholders”), and the holders of the Company’s Series B-1 Preferred Stock, par value $0.001 per share (“Series B-1 Preferred Stock”), Series B-2 Preferred Stock, par value $0.001 per share (“Series B-2 Preferred Stock”), Series B-3 Preferred Stock, par value $0.001 per share (“Series B-3 Preferred Stock”), Series BB-3 Preferred Stock, par value $0.001 per share “Series BB-3 Preferr
FIFTH AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This FIFTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), is dated as of December 9, 2011, among WHALESHARK MEDIA, INC. (f/k/a WHALE SHARK MEDIA, INC.), SPECTRAWIDE ACQUISITION CO., LLC, SPECTRAWIDE INC., CSB ACQUISITION CO., LLC, CLTD ACQUISITION CO., LLC, SMALLPONDS, LLC, DEALS.COM, LLC, and RMN ACQUISITION CO., LLC (each, individually a “Borrower,” and collectively the “Borrowers”), COMERICA BANK, a Texas banking association, as agent (“Agent”), and the Lenders (as defined in the Loan Agreement) party hereto.
Commercial Lease BETWEEN THE UNDERSIGNED:Commercial Lease • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
• MIWIMMO, Société Civile Immobilière [a real estate company] with capital of 2,000 Euros, headquartered in THEIX (56450) at 6, rue Frédéric Chopin, registered in the register of commerce and companies of Vannes under the number D 513 197 582, represented by its managers, Mr. Olivier DAVID and Mr. François LARVOR, acting in their capacity, duly authorized for this purpose in accordance with the bylaws.
Miwim contract: Amendment dated December 31, 2010Miwim Contract • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
This amendment is granted and accepted in exchange for an annual base rent amount set at € 23,280, excluding taxes, instead of the initial amount of € 17,745, excluding taxes, payable in twelve equal monthly payments of € 1,940.00, excluding taxes, and in advance on the first of each month. An additional invoice for the 2010 rent amounts will be drawn up on December 31, 2010.
ASSET PURCHASE AGREEMENT by and among Stateless Systems Pty Ltd., RMN Acquisition Co., LLC, Whale Shark Media, Inc., Bevan Clark and Guy King Dated as of November 24, 2010Asset Purchase Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of November 24, 2010 by and among RMN Acquisition Co., LLC, a Delaware limited liability company (the “Purchaser”) and wholly-owned subsidiary of Whale Shark Media, Inc., a Delaware corporation (the “Parent”), Parent, Stateless Systems Pty Ltd., an Australian proprietary limited company registered in Victoria (Australian Company Number 127 487 852), in its capacity as trustee for the Stateless Systems Unit Trust (Australian Business Number 99 129 203 477) (the “Seller”), and Guy King and Bevan Clark (each a “Principal” and collectively, the “Principals”). Certain capitalized terms in this Agreement have the meanings ascribed thereto in Section 1.1.
AMENDMENT NO. 1Lease Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Delaware
Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us.
DATED 24th June, 2011 (1) NORTHBURGH HOUSE LIMITED (2) ECONVERSIONS LIMITED COUNTERPART LEASE relating to First Floor (West) Premises at 32/33-41 Dallington Street and 2-6 Northburgh Street, London EC1 ¡ DMH Stallard 6 New Street Square New Fetter...Lease Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
FOURTH AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This FOURTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), is dated as of October 27, 2011, among WHALESHARK MEDIA, INC. (f/k/a WHALE SHARK MEDIA, INC.), SPECTRAWIDE ACQUISITION CO., LLC, SPECTRAWIDE INC., CSB ACQUISITION CO., LLC, CLTD ACQUISITION CO.; LLC, SMALLPONDS, LLC, DEALS.COM, LLC, and RMN ACQUISITION CO., LLC (each, individually a “Borrower,” and collectively the “Borrowers”), COMERICA BANK, a Texas banking association, as agent (“Agent”), and the Lenders (as defined in the Loan Agreement) party hereto.
Dated March 11, 2013 - and - AGREEMENT for the assignment of a lease of 6th Floor (rear),Lease Assignment Agreement • April 5th, 2013 • RetailMeNot, Inc. • Services-advertising
