INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2010 • GameFly Inc. • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , by and between GameFly, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT TO PURCHASE STOCKPurchase Stock • February 10th, 2010 • GameFly Inc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • February 10th, 2010 • GameFly Inc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
OFFICE LEASE BETWEEN LUI2 LA PLAYA, L.P. (“LANDLORD”) AND GAMEFLY, INC. (“TENANT”)Office Lease • February 10th, 2010 • GameFly Inc.
GAMEFLY, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 10th, 2010 • GameFly Inc. • California
This Third Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of November 15, 2004, by and among GameFly, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock set forth on Exhibit A attached hereto (the “Series A Holders”), the holders of the Company’s Series B Preferred Stock set forth on Exhibit B attached hereto (the “Series B Holders”), the holders of the Company’s Series C Preferred Stock set forth on Exhibit C attached hereto (the “Series C Holders”), the holders of Series D Preferred Stock set forth on Exhibit D attached hereto (the “Series D Holders,” and together with the Series A Holders, the Series B Holders and the Series C Holders, the “Investors”), Silicon Valley Bancshares (“SVB”), Best Buy Stores, L.P. (“Best Buy”) and Edward C. Lenk, Sean Spector, Jung Suh and David Hodess, each of whom is herein referred to as a “Founder.”
GameFly, Inc.Letter Agreement • February 10th, 2010 • GameFly Inc. • California
Pursuant to this letter agreement (the “Agreement”), GameFly, Inc. (the “Company”) is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”), effective as of the date of the first Board meeting on which the Board has appointed you as a Board member. You will also serve as a member of the Company’s Compensation Committee and Audit Committee and as Chairperson of the Audit Committee when appointed by the Board. As a Board and Committee member, you will be responsible for attending any scheduled Board and Committee meetings in person or by telephone. In addition, from time to time, we would like to have the benefit of your experience and insight regarding various Company related matters through telephone and email communications.
