TETRIS LICENSE AND DISTRIBUTION AGREEMENTTetris License and Distribution Agreement • April 22nd, 2005 • Jamdat Mobile Inc • Services-business services, nec • California
This Tetris License and Distribution Agreement (this “Agreement”) is made and entered into as of April 20, 2005 (the “Effective Date”), by and among The Tetris Company, LLC, a Delaware limited liability company whose registered address is 103 Foulk Road, Suite 202, Wilmington, Delaware 19803, USA (“Licensor”), Blue Lava Wireless, LLC, a Hawaii limited liability company with a business address at 2800 Woodlawn Drive, Suite 245, Honolulu, Hawaii 96822, USA (“Licensee”), JAMDAT Mobile Inc., a Delaware corporation with a business address at 3415 S. Sepulveda Blvd., Suite 700, Los Angeles, CA 90034 USA (“JAMDAT”), and JAMDAT Mobile (Hawaii) LLC, a Delaware limited liability company (“JAMDAT Hawaii”). Attached as Schedule 1 to this Agreement is an acknowledgement and agreement by the entity set forth therein (the “Acknowledging Party”). Attached as Schedule 2 to this Agreement is an acknowledgement and agreement by the entity set forth therein.
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • April 22nd, 2005 • Jamdat Mobile Inc • Services-business services, nec • California
This INDEMNIFICATION ESCROW AGREEMENT, dated as of April 20, 2005 (this “Agreement”), is made and entered into by and among Blue Lava Wireless, LLC, a Hawaiian limited liability company (the “Company”), JAMDAT Mobile (Hawaii ) LLC, a Delaware limited liability company (the “Buyer”), JAMDAT Mobile Inc., a Delaware corporation (“JAMDAT”), Henk Rogers, an individual, (the “Members’ Representative”), Akemi Rogers, an individual, (“Akemi Rogers”), Henk B. Rogers 2005 Dynasty Trust, a trust formed under the laws of Hawaii (“Family Trust I”), Akemi M. Rogers 2005 Dynasty Trust, a trust formed under the laws of Hawaii (“Family Trust II” and together with the Member’s Representative, the “Members”) and U.S. Bank National Association, as escrow agent (the “Escrow Agent”). The Company, the Members, the Members’ Representative, JAMDAT and the Buyer are sometimes referred to herein, collectively, as the “Interested Parties.”
LOAN AND SECURITY AGREEMENT among COMERICA BANK, on the one hand, and JAMDAT MOBILE INC., and CERTAIN OF ITS SUBSIDIARIES SIGNATORY HERETO, on the other hand dated as of April 20, 2005Loan and Security Agreement • April 22nd, 2005 • Jamdat Mobile Inc • Services-business services, nec • California
This LOAN AND SECURITY AGREEMENT is entered into as of April 20, 2005, by and among Comerica Bank (“Bank”), on the one hand, and JAMDAT Mobile Inc. (“Parent”), and certain of Parent’s Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, “Borrowers” and each individually a “Borrower”), on the other hand.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2005 • Jamdat Mobile Inc • Services-business services, nec • California
This REGISTRATION RIGHTS AGREEMENT is made as of April 20, 2005, by and among JAMDAT Mobile Inc., a Delaware corporation (the “Company”) and the persons listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
PURCHASE AGREEMENTPurchase Agreement • April 22nd, 2005 • Jamdat Mobile Inc • Services-business services, nec • California
THIS PURCHASE AGREEMENT dated as of April 20, 2005 (this “Agreement”), is by and among: JAMDAT Mobile (Hawaii) LLC, a Delaware limited liability company (“Buyer”), JAMDAT Mobile Inc., a Delaware corporation (“JAMDAT”), Blue Lava Wireless, LLC, a Hawaii limited liability company (the “Company”), and Henk Rogers, an individual (“Henk Rogers”), and Akemi Rogers, an individual (“Akemi Rogers,” and collectively with Henk Rogers and Akemi Rogers, the “Individual Members”), and Henk B. Rogers 2005 Dynasty Trust, a trust formed under the laws of Hawaii (“Family Trust I”), and Akemi M. Rogers 2005 Dynasty Trust, a trust formed under the laws of Hawaii (“Family Trust II,” and collectively with the Family Trust I, the “Trust Members”). The Individual Members and the Trust Members are the owners of 100% of the limited liability company membership interests of the Company, and are collectively referred to herein as, the “Members”).
