ContractSecurities Agreement • February 24th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
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.
NeuMedia, Inc. 4751 Wilshire Blvd., 3rd Floor Los Angeles, California 90010Management Agreement • February 24th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
Re: Management Agreement, dated as of August 3, 2006 (the “Management Agreement”), between Mediavest, Inc. (“Mediavest”) and Trinad Management, LLC (“Trinad”)
December 23, 2011Convertible Note Financing Agreement • February 24th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors • California
This letter agreement is executed and delivered in connection with that certain Convertible Note Financing Binding Term Sheet, dated December 23, 2011 (the “Term Sheet”), by and between NeuMedia, Inc., a Delaware corporation (“Issuer”), and Adage Capital Management L.P. (“Investor”), pursuant to which, among other things, Issuer has agreed to provide certain registration and participation rights in accordance with the terms and conditions set forth herein. Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in the Term Sheet.
