ContractMandalay Media, Inc. • October 27th, 2008 • Services-motion picture & video tape production
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.
October 23, 2008 Jonathan Cresswell (a/k/a Jack Cresswell) AMV Holding Limited Marlow Buckinghamshire, United Kingdom Re: Employment Agreement Dear Mr. Cresswell, IT IS AGREED as follows:Whole Agreement • October 27th, 2008 • Mandalay Media, Inc. • Services-motion picture & video tape production • England
We hope you find this offer acceptable. Please confirm your agreement to these terms of employment by signing the enclosed copy of this document and returning it to the Company’s General Counsel.
ESCROW AGREEMENTEscrow Agreement • October 27th, 2008 • Mandalay Media, Inc. • Services-motion picture & video tape production • New York
WHEREAS, the Company is offering in a private placement (the “Offering”) a minimum of up to an aggregate of 1,685,393 shares (the “Minimum Shares”) of its common stock, $0.0001 par value per share (“Common Stock”) and a maximum of up to an aggregate of 3,370,786 shares of Common Stock (the “Maximum Shares” and collectively with the Minimum Shares, the “Shares”), at a purchase price of $2.67 per share (the “Purchase Price”) and warrants to purchase a maximum of up to an aggregate of 1,685,393 shares of Common Stock (the “Warrants”) (the Shares and the Warrants collectively, the “Securities”), pursuant to a Securities Purchase Agreement entered into by and among the Company and certain investors, as may be amended, modified or otherwise supplemented from time to time (the “Purchase Agreement”);
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 27th, 2008 • Mandalay Media, Inc. • Services-motion picture & video tape production
This Amendment, dated as of October 23, 2008, is between Mandalay Media, Inc., a Delaware corporation (“Buyer”) and Nathaniel MacLeitch as the Sellers’ Representative.
SECOND AMENDMENT AND WAIVER TO SENIOR SECURED NOTESenior Secured Note • October 27th, 2008 • Mandalay Media, Inc. • Services-motion picture & video tape production
This SECOND AMENDMENT AND WAIVER TO SENIOR SECURED NOTE (this “Amendment”) amends that Senior Secured Note due January 30, 2010, as amended on February 12, 2008 (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 October 23, 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.
ALLONGE TO WARRANT TO PURCHASE 1,092,621 SHARESMandalay Media, Inc. • October 27th, 2008 • Services-motion picture & video tape production
This Allonge (this “Allonge”) to that certain warrant issued by Mandalay Media, Inc. (the “Company”) to ValueAct Smallcap Master Fund, L.P. (“Holder”) to purchase up to a total of 1,092,621 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company, at an exercise price equal to $5.00 per share (the “Warrant”), is made and entered into as of October 23, 2008, by and between the Company and the Holder, and is firmly affixed to and made a part of the Warrant.
ALLONGE TO WARRANT TO PURCHASE 1,092,622 SHARESMandalay Media, Inc. • October 27th, 2008 • Services-motion picture & video tape production
This Allonge (this “Allonge”) to that certain warrant issued by Mandalay Media, Inc. (the “Company”) to ValueAct Smallcap Master Fund, L.P. (“Holder”) to purchase up to a total of 1,092,622 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company, at an exercise price equal to $7.55 per share (the “Warrant”), is made and entered into as of October 23, 2008, by and between the Company and the Holder, and is firmly affixed to and made a part of the Warrant.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2008 • Mandalay Media, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement, dated as of October 23, 2008 (this “Agreement”), is entered into by and among Mandalay Media, Inc., a Delaware corporation with headquarters located at c/o Trinad Capital, L.P., 2121 Avenue of the Stars, Suite 2550, Los Angeles, California 90067 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (each individually, an “Investor” and collectively, the “Investors”).
