ContractMandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
GUARANTEE AND SECURITY AGREEMENT among TWISTBOX ENTERTAINMENT, INC., EACH OF THE SUBSIDIARIES PARTY HERETO, THE INVESTOR PARTY HERETO, and VALUEACT SMALLCAP MASTER FUND, L.P., as Collateral AgentGuarantee and Security Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of July 30, 2007 (this “Guarantee and Security Agreement”), among Twistbox Entertainment, Inc., a Delaware corporation (the “Company”), each of the subsidiaries of the Company identified on Schedule I as being a subsidiary guarantor (each such subsidiary, individually a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and the Company are referred to collectively herein as the “Grantors”), the Investors from time to time party hereto (including their successors and permitted assigns, the “Investor”) and ValueAct SmallCap Master Fund, L.P., as collateral agent for the benefit of the Secured Parties (including its successors and permitted assigns and in such capacity, the “CollateralAgent”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This second amendment (“Second Amendment”) is effective as of February 12, 2008 (“Amendment Date”) by and between Twistbox Entertainment, Inc. (as successor-in-interest to The WAAT Corporation) (“Twistbox”) and Adi McAbian (“Employee”), and amends that certain Letter Agreement dated May 16, 2006 by and between Twistbox and Employee, as amended as of December 31, 2007 (collectively, the “Agreement”). Unless otherwise defined herein, defined terms shall have their meanings as set forth in the Agreement.
Content ScheduleMandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
NB Each video must be in three format and must have the naming convention as indicated up 52 Erotic video MMS: max 30 seconds 52 Erotic MMS (slide show) Games Titles · Vivid EroTrix · Vivid Bombs 'N Boobs · Peach Babe Quest XXX · Playgirl Blox
CONTROL AGREEMENTControl Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • New York
The undersigned, WAAT Media Corp. (the “Grantor”) has entered into a Guarantee and Security Agreement, dated as of July 30, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Security Agreement”), among Twistbox Entertainment, Inc. (the “Company”), each of the Subsidiaries of the Company party thereto and ValueAct SmallCap Master Fund, L.P., as Collateral Agent for the benefit of the Secured Parties referred to therein (in such capacity, the “Collateral Agent”) as required by (i) that certain Securities Purchase Agreement, dated as of July 30, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), among the Company and ValueAct SmallCap Master Fund, L.P. (the “Investor”), and (ii) the Senior Secured Note, dated as of July 30 2007, among the Company and the Investor (as the same may be amended, restated, supplemented or otherwise modified fro
SECURITIES PURCHASE AGREEMENT by and among TWISTBOX ENTERTAINMENT, INC., THE SUBSIDIARY GUARANTORS, AND VALUEACT SMALLCAP MASTER FUND, L.P, dated as of July 30, 2007Securities Purchase Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), is dated as of July 30, 2007, by and among Twistbox Entertainment, Inc., a Delaware corporation (the “Company”), each of the Subsidiary Guarantors (as defined below) and ValueAct SmallCap Master Fund, L.P. (the “Investor”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This first amendment (“First Amendment”) is effective as of February 12, 2008 (“Amendment Date”) by and between Twistbox Entertainment, Inc. (“Twistbox”) and Russell Burke (“Employee”), and amends that certain Employment Agreement dated as of December 11, 2006 by and between Twistbox and Employee (the “Agreement”). Unless otherwise defined herein, defined terms shall have their meanings as set forth in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • California
This Employment Agreement (the "Agreement") is entered into by and between THE WAAT CORPORATION., a corporation organized under the laws of California with its principal offices located at 14242 Ventura Boulevard, Sherman Oaks, California 91423 (the "Company, which shall include any parent or holding company") and David Mandell ("Employee"), as of June 5, 2006 ("Effective Date").
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This second amendment (“Second Amendment”) is effective as of February 12, 2008 (“Amendment Date”) by and between Twistbox Entertainment, Inc. (as successor-in-interest to the WAAT Corporation) (“Twistbox”) and Ian Aaron (“Employee”), and amends that certain Letter Agreement dated May 16, 2006 by and between Twistbox and Employee, as amended (the “Agreement”). Unless otherwise defined herein, defined terms shall have their meanings as set forth in the Agreement.
AMENDMENT AND WAIVER TO SENIOR SECURED NOTESenior Secured Note • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This AMENDMENT AND WAIVER TO SENIOR SECURED NOTE (this "Amendment") amends that Senior Secured Note due January 30, 2010 (the "Secured Note") issued pursuant to the Securities Purchase Agreement, dated July 30, 2007 (the "Purchase Agreement") by and among TWISTBOX ENTERTAINMENT, INC., a Delaware corporation (the "Company"), certain subsidiaries of the Company and VALUEACT SMALLCAP MASTER FUND, L.P. (the "Investor") and is made and entered into as of February 12, 2008 by and between the Company and the Investor. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Secured Note.
AMENDMENT TOAgreement and Plan of Merger • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This Amendment, dated as of February 12, 2008, is among Mandalay Media, Inc., a Delaware corporation (“Parent”), Twistbox Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Twistbox Entertainment, Inc., a Delaware corporation (the “Company”), and Adi McAbian and Spark Capital, L.P. (“Spark Capital”) as representatives of the stockholders of the Company (collectively, the “Stockholder Representatives” and individually, a “Stockholder Representative”).
Master Global Content Agency Agreement between Vodafone Group Services Limited and The WAAT Media CorporationMaster Global Content Agency Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • England and Wales
then, without prejudice to its other rights and remedies, Vodafone may require the Content Provider to use its reasonable endeavours to amend or to replace the Content with content which is acceptable to Vodafone, acting reasonably.
Content ScheduleMandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
GUARANTYGuaranty • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • Delaware
This Guaranty (the “Guaranty”) is given as of February 12, 2008, by MANDALAY MEDIA, INC., a Delaware corporation (“Guarantor”) to VALUEACT SMALLCAP MASTER FUND, L.P. (“ValueAct”).
WAIVER TO THE GUARANTEE AND SECURITY AGREEMENTThe Guarantee and Security Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This WAIVER TO THE GUARANTEE AND SECURITY AGREEMENT (this “Waiver”) relates to that Guarantee and Security Agreement, dated July 30, 2007 (the “Guarantee”) by and among TWISTBOX ENTERTAINMENT, INC., a Delaware corporation (the “Company”), certain subsidiaries of the Company and VALUEACT SMALLCAP MASTER FUND, L.P. (the “Investor”) and is made and entered into as of February 12, 2008 by and between the Company and the Investor. Capitalized terms used and not otherwise defined in this Waiver are used herein as defined in the Guarantee.
TERMINATION AGREEMENTTermination Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This Termination Agreement (the “Agreement”) is dated as of February 12, 2008 and is entered into between TWISTBOX ENTERTAINMENT, INC., a Delaware corporation (the “Company”) and VALUEACT SMALLCAP MASTER FUND, L.P. (the “Holder”).
FURTHER LETTER OF AMENDMENT OF CONTRACT BETWEEN WAAT MEDIA CORPORATION ("CONTENT PROVIDER") AND VODAFONE UK CONTENT SERVICES LIMITED ("VCS")Mandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
The Content Provider and Vodafone Group Services Limited entered into a Master Global Content Reseller Agreement dated 17 December 2004 ("Original Agreement")and a content schedule dated 17 January 2005 ("Content Schedule").To implement the Original Agreement and the Content Schedule in the UK, VCS signed a Contract Acceptance Notice on 11 April 2005 (the Original Agreement, Content Schedule and Contract Acceptance Notice together the "Contract").
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This amendment ("Amendment") is effective as of December 31, 2007 ("Amendment Date") by and between Twistbox Entertainment, Inc. (as successor-in-interest to The WAAT Corporation) ("Twistbox") and Adi McAbian ("Founder"), and amends that certain Employment Agreement dated as of May 16, 2006 by and between Twistbox and Founder ("Agreement"). Unless otherwise defined herein, defined terms shall have their meanings as set forth in the Agreement.
LETTER OF AMENDMENT OF CONTRACT BETWEEN WAAT MEDIA CORPORATION (“CONTENT PROVIDER”) AND VODAFONE UK CONTENT SERVICES LIMITED (“VCS”)Mandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
The Content Provider and Vodafone Group Services Limited entered into a Master Global Content Reseller Agreement dated 17 December 2004 (“Original Agreement”) and a content schedule dated 17 January 2005 (“Content Schedule”). To implement the Original Agreement and the Content Schedule in the UK, VCS signed a Contract Acceptance Notice on 11 April 2005 (the Original Agreement, Content Schedule and Contract Acceptance Notice, as amended by the letters of amendment dated 25 February 2007 and 27 February 2007 shall together be referred to as the “Contract”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This first amendment (“First Amendment”) is effective as of February 12, 2008 (“Amendment Date”) by and between Twistbox Entertainment, Inc. (as successor-in-interest to The WAAT Corporation) (“Twistbox”) and David Mandell (“Employee”), and amends that certain Employment Agreement dated as of June 5, 2006 by and between Twistbox and Employee (the “Agreement”). Unless otherwise defined herein, defined terms shall have their meanings as set forth in the Agreement.
COPYRIGHT SECURITY AGREEMENTSecurity Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • New York
This Copyright Security Agreement (this "Copyright Security Agreement"), dated as of July 30, 2007, is made by Twistbox Entertainment, Inc., a Delaware corporation, located at 14242 Ventura Blvd., Sherman Oaks, CA 91423 (the "Grantor"), in favor of ValueAct SmallCap Master Fund, L.P., a British Virgin Islands limited partnership, located at 435 Pacific Avenue, San Francisco, CA 94133, in its capacity as collateral agent for the benefit of the Secured Parties pursuant to the Guarantee and Security Agreement (defined below) dated July 30, 2007 (in such capacity, the "Collateral Agent").
Content ScheduleMandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This amendment ("Amendment") is effective as of December 30, 2007 ("Amendment Date") by and between Twistbox Entertainment, Inc. (as successor-in-interest to The WAAT Corporation) ("Twistbox") and Ian Aaron ("Founder"), and amends that certain Employment Agreement dated as of May 16, 2006 by and between Twistbox and Founder ("Agreement"). Unless otherwise defined herein, defined terms shall have their meanings as set forth in the Agreement.
THE WAAT CORP.Letter Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • California
The purpose of this letter (the “Letter Agreement”) is to acknowledge and set forth the terms and conditions of your employment with The WAAT Corp., a California corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of May 2006, by and between The WAAT Corp., a stock corporation with offices at 14242 Ventura Blvd, 3rd Floor, Sherman Oaks, CA 91423 USA (“WAAT”), Charismatix, a German limited liability company with offices at Lohbachstraße 12, 58239 Schwerte (the “Company”), and Mr. Eugen Barteska, residing at Senningsweg 8a, 58239 Schwerte, (the “Executive”; WAAT, the Company and Executive collectively the “Parties” and each a “Party”).
Contract for Content Hosting and Services between Vodafone D2 GmbH Am Seestern 1 40547 Düsseldorf, Germany -hereafter known as “VF D2” - and Twistbox Games Ltd & Co KG Lohbachstr. 12 58239 Schwerte GermanyMandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) is entered into by and between Twistbox Entertainment, Inc., a Delaware corporation organized under the laws of the State of Delaware, with its principal offices located at 14242 Ventura Boulevard, Sherman Oaks, California 91423 (the “Company”) and Russell Burke (“Employee”) dated as of December 11, 2006 (“Effective Date”).
THE WAAT CORP.Letter Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • California
The purpose of this letter (the “Letter Agreement”) is to acknowledge and set forth the terms and conditions of your employment with The WAAT Corp., a California corporation (the “Company”).
LETTER OF AMENDMENT OF CONTRACT BETWEEN WAAT MEDIA CORPORATION (“CONTENT PROVIDER”) AND VODAFONE UK CONTENT SERVICES (“VCS”)Mandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
The Content Provider and Vodafone Group Services Limited entered into a Master Global Content Reseller Agreement dated 17 December 2004 (“Original Agreement”)and a content schedule dated 17 January 2005 (“Content Schedule”). To implement the Original Agreement and the Content Schedule in the UK, VCS signed a Contract Acceptance Notice on 11 April 2005 (the Original Agreement, Content Schedule and Contract Acceptance Notice together the “Contract”).
Content ScheduleMandalay Media, Inc. • February 12th, 2008 • Services-prepackaged software
LINKING AGREEMENTLinking Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
(Free translation into English of article 4 (3) of the Dutch VAT Act 1968: Article 4 (1) Services are all transactions, not being a supply of goods, supplied for a consideration. (3) Services supplied by intermediation of a commissionaire or similar entrepreneurs who close agreements in own name but on behalf of another, must be considered to be received by and supplied to that entrepreneur.)
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • New York
This Trademark Security Agreement (this “Trademark Security Agreement”), dated as of July 30, 2007, is made by Twistbox Entertainment, Inc., a Delaware corporation, located at 14242 Ventura Blvd., Sherman Oaks, CA 91423 (the “Grantor”), in favor of ValueAct SmallCap Master Fund, L.P., a British Virgin Islands limited partnership, located at 435 Pacific Avenue, San Francisco, CA 94133, in its capacity as collateral agent for the benefit of the Secured Parties pursuant to the Guarantee and Security Agreement (defined below) dated July 30, 2007 (in such capacity, the “Collateral Agent”).
Partner Agreement between Vodafone D2 GmbH Am Seestern 1 40547 Düsseldorf (hereinafter referred to as “VF D2”) and Twistbox Games Ltd & Co KG Lohbachstr. 12 58239 Schwerte Germany (hereinafter referred to as “ASP”)Partner Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
Provision of the Application by the ASP for use on the VF D2 portals such as, but not limited to the portal “Vodafone-live” in compliance with VF D2’s general terms and conditions for Partner Agreements as set out in the version of such terms and conditions dated 27.08.2007 (hereinafter referred to as (“AGB”) as Annex 1.
TWISTBOX ENTERTAINMENT, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TWISTBOX ENTERTAINMENT, INC. 2006 STOCK INCENTIVE PLANNon-Qualified Stock Option Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software
This Non-Qualified Stock Option AGREEMENT (“Agreement”), dated as of ________ (the “Grant Date”) by and between Twistbox Entertainment, Inc., a California corporation (the “Company”) and «Name» (the “Participant”).
Master Global Content Reseller Agreement between Vodafone Group Services Limited and The WAAT CorporationMaster Global Content Reseller Agreement • February 12th, 2008 • Mandalay Media, Inc. • Services-prepackaged software • England and Wales
