SONY COMPUTER ENTERTAINMENT AMERICA INC. AND DESTINATION SOFTWARE INC. PLAYSTATION® PORTABLE ("PSP") PSP LICENSED PUBLISHER AGREEMENTPSP Licensed Publisher Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • California
This LICENSED PSP PUBLISHER AGREEMENT for the PlayStation Portable, (the "Agreement" or " PSP LPA"), entered into as of the 20th day of January, 2006 (the "Effective Date"), by and between SONY COMPUTER ENTERTAINMENT AMERICA INC., with offices at 919 E. Hillsdale Boulevard, Foster City, CA 94404 (hereinafter "SCEA"), and Destination Software, Inc., with offices at 137 Hurffville- Cross Keys Road, Suite C, Sewell, NJ 08080 (hereinafter Publisher").
SECURITY AGREEMENT AND FINANCING STATEMENTSecurity Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
THIS SECURITY AGREEMENT AND FINANCING STATEMENT is made this 20th day of August, 2001, between TRANSCAP TRADE FINANCE, an Illinois general partnership (the "SECURED PARTY"), and DESTINATION SOFTWARE, INC., a New Jersey corporation (the "DEBTOR"), as follows:
CONFIDENTIAL FIRST RENEWAL LICENSE AGREEMENT FOR NINTENDO DS (EEA, AUSTRALIA, AND NEW ZEALAND)License Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
THIS FIRST RENEWAL LICENSE AGREEMENT ("Agreement") is entered into between NINTENDO CO., LTD. ("NINTENDO") at 11-1 Kamitoba Hokotate-cho, Minami-ku, Kyoto, Japan 601-8501, Attn: General Manager, International Division, International Business Department (Fax: 81.75.662.9620), and ZOO DIGITAL PUBLISHING LIMITED ("LICENSEE") at Ground Floor, Arundel Court, 177 Arundel Street, Sheffield S1 2NU, U.K.; Attn: Barry Hatch, Managing Director (b.hatch@zoodigitalpublishing.com). (Contact: Claire Curle - C.Curle@zoodigitalpublishing.com) (Fax: (44) 114.263.6031). NINTENDO and LICENSEE agree as follows:
SONY COMPUTER ENTERTAINMENT AMERICA INC. AND DESTINATION SOFTWARE INC. PLAYSTATION®2 CD-ROM/DVD-ROM LICENSED PUBLISHER AGREEMENTLicensed Publisher Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • California
This LICENSED PUBLISHER AGREEMENT (the “Agreement” or “LPA”), entered into as of the 20th day of November, 2002 (the “Effective Date”), by and between SONY COMPUTER ENTERTAINMENT AMERICA INC., with offices at 919 E. Hillsdale Boulevard, Foster City, CA 94404 (hereinafter “SCEA”), and Destination Software Inc., with offices at 400 North Church Street, #260, Moorsetown, NJ, 08057 (hereinafter Publisher”).
CONFIDENTIAL LICENSE AGREEMENT FOR NINTENDO DS (Western Hemisphere)License Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • Washington
THIS LICENSE AGREEMENT ("Agreement") is entered into between NINTENDO OF AMERICA INC. ("NOA"), at 4820 150th Avenue N.E., Redmond, WA 98052 Attn: General Counsel (Fax: 425-882-3585) and DESTINATION SOFTWARE INC. ("LICENSEE") at 137 Hurffville Cross-Keys Road, Suite C, Sewell, NJ 08080, Attn: Susan Kain (Fax: 856.262.0066). NOA and LICENSEE agree as follows:
BANK OF SCOTLANDCashflow Finance Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
We write to confirm the terms and conditions of the above Agreement are amended as follows. Please sign and date the enclosed copy of this letter and return for the attention of Legal & Recoveries at the address detailed above. The amendments will become effective upon receipt of the signed and dated letter.
CONFIDENTIAL LICENSE AGREEMENT FOR THE Wii CONSOLE (Western Hemisphere)Licensing Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • Washington
THIS LICENSE AGREEMENT ("Agreement") is entered into between NINTENDO OF AMERICA INC. ("NOA") at 4820 150th Avenue N.E., Redmond, WA 98052 Attn: General Counsel (Fax: 425-882-3585) and ZOO GAMES INC. (flk/a Destination Software, Inc.) ("LICENSEE") at 700 Liberty Place, Sicklerville, NJ 08081 Attn: General Counsel (Fax: 865-262-00(6). NOA and LICENSEE agree as follows:
GUARANTYGuaranty • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • Illinois
This Guaranty (the "Guaranty”) is made on the 19 day of December 2007, among the persons whose names are set forth at the end of this Guaranty (collectively the "GuarantoI8"), and TRANSCAP TRADEFINANCE LLC, an Illinois limited liability company as successor in interest to TRANSCAP TRADE FINANCE, an Illinois general partnership (the "Contractor"), as follows:
PLAYSTATION 2®LICENSED PUBLISHER AGREEMENTPublisher Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
THIS AGREEMENT RELATES TO THE PUBLISHING OF APPLICATION SOFTWARE FOR THE PLAYSTATION®2 COMPUTER ENTERTAINMENT SYSTEM. ALL TERMS USED HEREIN ARE SPECIFIC TO THE PLAYSTATION®2 SYSTEM AND NOT TO SONY'S PREDECESSOR "PLAYSTATION" VIDEO ENTERTAINMENT SYSTEM. PUBLISHING RIGHTS FOR SUCH PREDECESSOR SYSTEM ARE SUBJECT TO SEPARATE AGREEMENTS WITH SCEE, AND ANY LICENCE OF RIGHTS TO PUBLISHER UNDER SUCH SEPARATE AGREEMENTS SHALL NOT CONFER ON PUBLISHER ANY RIGHTS IN RELATION TO THE PLAYSTATION ®2 SYSTEM, OR VICE VERSA.
1st AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • New York
THIS AMENDMENT OF APRIL 16, 2008 ("AMENDMENT") TO THAT CERTAIN EMPLOYMENT AGREEMENT, dated as of April 30, 2007, (the "Original Agreement") by and Between Green Screen Interactive Software, LLC (f/k/a Green Screen, LLC), a Delaware limited liability company with its offices at 575 Broadway, New York, New York 10012 (the "Company"), and Mark Seremet, an individual residing at 49 Indian Hill Road, Pound Ridge, NY 10576 ("Executive").
SUPERVILLAIN STUDIOS, LLC c/o Green Screen Interactive Software, LLC New York, NY 10012Sublease Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
This is a sublease between you, as "sublandlord", and us, as "subtenant", of the entire Premises. References herein to "we", "us" and "our" mean and refer to the subtenant and references to "you" and "your" mean and refer to the sublandlord.
AMENDMENT NUMBER ONE TO THE JUNE 4, 2007 DAVID FREMED EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
This amendment number one (“Amendment 1”), effective as of August 8, 2008 (the “Amendment 1 Effective Date”), amends the Employment Agreement dated June 4, 2007 between Green Screen Interactive Software, Inc. (f/k/a Green Screen Interactive Software, LLC) (“Green Screen”) and David Fremed, in full force and effect as of the date hereof (the “Employment Agreement”). This Amendment 1, when fully executed, shall constitute the further understanding between the parties with respect to the Employment Agreement, as follows:
AMENDMENT TO LOAN NOTE INSTRUMENTLoan Note Instrument • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
THIS AMENDMENT effective and dated as of 30/7/2008 (the "Amendment"), to that certain LOAN NOTE INSTRUMENT (the "Instrument"), dated as of April 4, 2008 by GREEN SCREEN INTERACTIVE SOFTWARE, INC. (f/k/a GREEN SCREEN INTERACTIVE SOFTWARE, LLC) a Delaware corporation ("Green Screen").
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • New York
EMPLOYMENT AGREEMENT, dated as of June 4, 2007, by and Green Screen Interactive Software, LLC, formerly Green Screen, LLC, a Delaware limited liability company with its offices at 575 Broadway - 6th Floor, New York, NY 10012 (“Employer”), and David J. Fremed, an individual having an address at 849 Longview Avenue, North Woodmere, New York 11581 (“Senior Executive” or “Executive”).
FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
THIS FACTORING AND SECURITY AGREEMENT is made as of August 5, 2008, by and between Zoo Games, Inc. ("Seller") and Working Capital Solutions, Inc. ("Purchaser").
AGREEMENT relating to the sale and purchase of the entire issued share capital of Zoo Digital Publishing Limited HARBOTTLE & LEWIS LLP Hanover House 14 Hanover Square London W1S 1HPShare Purchase Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • England
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • New York
EMPLOYMENT AGREEMENT, dated as of May 22, 2007, by and Green Screen Interactive Software, LLC, formerly Green Screen, LLC, a Delaware limited liability company with its offices at 575 Broadway - 6th Floor, New York, NY 10012 ("Employer"), and Evan Gsell, an individual having an address do Peikoff Law Office, 145 Avenue of the Americas, Suite 6A, New York, NY 10013 ("Executive").
AMENDMENT NUMBER ONE TO THE 1st AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
This amendment number one (“Amendment 1”), effective as of July 15, 2008 (the “Amendment 1 Effective Date”), amends the 1st Amended and Restated Employment Agreement dated April 16, 2008 between Green Screen Interactive Software, Inc. (f/k/a “Green Screen Interactive Software, LLC”) (“Green Screen”) and Mark Seremet (“Seremet”), in full force and effect as of the date hereof (the “Employment Agreement”). This Amendment 1, when fully executed, shall constitute the further understanding between the parties with respect to the Employment Agreement, as follows:
MASTER PURCHASE ORDER ASSIGNMENT AGREEMENTPurchase Order Assignment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • Illinois
THIS AGREEMENT is made on the 20th day of August, 2001, by and between TRANSCAP TRADE FINANCE, an Illinois general partnership (the "CONTRACTOR") and DESTINATION SOFTWARE, INC., a New Jersey corporation (the "MANUFACTURER"), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • New York
THIS EMPLOYMENT AGREEMENT (this "Employment Agreement") dated as of December 18, 2007 (the "Effective Date") by and between Destination Software, Inc., a New Jersey corporation having an office and principal place of business at 137 Hurffville-Cross Keys Road, Suite C, Sewell, NJ 08080 (hereinafter referred to as the "Company") and Susan Kain Jurgensen, an individual residing at 4 Oak Ridge Lane, Sewell, New Jersey 08080 (hereinafter referred to as the "Employee").
FIFTH AMENDMENT TO MASTER ORDER ASSIGNMENTMaster Purchase Order Assignment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
This Fifth Amendment to that certain Master Purchase Order Assignment Agreement (the "Amendment'') is made as of the 19th day of September, 2006 and is by and between TRANSCAP TRADE FINANCE LLC (the "Contractor") and DESTINATION SOFTWARE, INC., a New Jersey corporation (the "Manufacturer").
LEASE relating to Ground Floor Offices Arundel Court SheffieldLease • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • England and Wales
PLAYSTATION ® PORTABLE LICENSED PUBLISHER AGREEMENTPublisher Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
THIS AGREEMENT RELATES TO THE PUBLISHING OF APPLICATION SOFTWARE FOR THE PLAYSTATION PORTABLE ENTERTAINMENT SYSTEM. ALL TERMS USED HEREIN ARE SPECIFIC TO THE PLAYSTATION PORTABLE SYSTEM AND NOT TO SONY’S PREDECESSOR “PLAYSTATION” OR “PLAYSTATION 2” VIDEO AND COMPUTER ENTERTAINMENT SYSTEMS. PUBLISHING RIGHTS FOR SUCH PREDECESSOR SYSTEMS ARE SUBJECT TO SEPARATE AGREEMENTS WITH SCEE, AND ANY LICENCE OF RIGHTS TO PUBLISHER UNDER SUCH SEPARATE AGREEMENTS SHALL NOT CONFER ON PUBLISHER ANY RIGHTS IN RELATION TO THE PLAYSTATION PORTABLE SYSTEM, OR VICE VERSA.
BUSINESS LEASEBusiness Lease • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
The Landlord and the Tenant agree to lease the Rental Space for the Term and at the Rent stated, as follows: (The words Landlord and Tenant include all landlords and all tenants under this Lease.)
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
This Amendment, dated as of September 12, 2008, is among Driftwood Ventures, Inc., a Delaware corporation (“Parent”), DFTW Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Zoo Games, Inc. (f/k/a Green Screen Interactive Software, Inc.), a Delaware corporation (the “Company”), and Mark Seremet as representative of the stockholders of the Company.
AMENDMENT NUMBER ONE TO THE SUSAN KAIN EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
This amendment number one (“Amendment 1”), effective as of July 16, 2008 (the “Amendment 1 Effective Date”), amends the Employment Agreement dated December 18, 2007 between Zoo Games, Inc. (f/k/a “Destination Software, Inc.”) (“Zoo”) and Susan Kain Jurgensen (“Kain”), in full force and effect as of the date hereof (the “Employment Agreement”). This Amendment 1, when fully executed, shall constitute the further understanding between the parties with respect to the Employment Agreement, as follows:
NON-COMPETITION AGREEMENTNon-Competition Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • Delaware
This NON-COMPETITION AGREEMENT (the “Agreement”), dated as of September __, 2008, is by and between [NAME] (the “Stockholder”) and Driftwood Ventures, Inc., a Delaware corporation (“Parent”).
ZOO GAMES, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR NAMENon-Qualified Stock Option Award Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
