Equity Financing Binding Term Sheet March 1, 2012Equity Financing Term Sheet • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
This binding term sheet (this “Term Sheet”), dated as of the date first written above, is between Mandalay Digital Group, Inc., a Delaware corporation (“’Issuer”), and (“Investor”). The parties hereby agree as follows:
Equity Financing Binding Term Sheet June 7, 2012Binding Term Sheet • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
This binding term sheet (this “Term Sheet”), dated as of the date first written above, is between Mandalay Digital Group, Inc., a Delaware corporation (“Issuer”), and (“Investor”). The parties hereby agree as follows:
Equity Financing Binding Term Sheet March 5, 2012Binding Term Sheet • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
This binding term sheet (this "Term Sheet"), dated as of the date first written above, is between Mandalay Digital Group, Inc., a Delaware corporation ("Issuer"), and ("Investor"). The parties hereby agree as follows:
ALLONGE TO WARRANT TO PURCHASE 1,200,000 SHARESWarrant Agreement • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
This Allonge (this “Allonge”) to that certain warrant issued by Mandalay Media, Inc., now known as NeuMedia, Inc., (the “Company”) to Vivid Entertainment, LLC (“Holder”) to purchase up to a total of 1,200,000 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company, at an exercise price equal to $1.25 per share (the “Warrant”), is made and entered into as of January 1, 2011, by and between the Company and the Holder, and is firmly affixed to and made a part of the Warrant.
Convertible Note Financing Binding Term Sheet March 1, 2012Convertible Note Financing • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors
This binding term sheet (this “Term Sheet”), dated as of the date first written above, is made with respect to the transactions contemplated by that binding term sheet, dated as of December 29, 2011 (the “Original Term Sheet”) between Mandalay Digital Group, Inc. (formerly known as NeuMedia, Inc.), a Delaware corporation (“Issuer”), and TAJA, LLC (”Investor”). Capitalized terms used and not defined in this Term Sheet have the meanings ascribed to such terms in the Original Term Sheet.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors • California
AMENDED AND RESTATED WARRANT ISSUE AGREEMENTWarrant Issue Agreement • June 29th, 2012 • Mandalay Digital Group, Inc. • Patent owners & lessors • California
THIS AGREEMENT (the “Agreement”) is made and effective as of January 1, 2011 (“Effective Date”) by and between NEUMEDIA, INC. (f/k/a Mandalay Media, Inc.), a Delaware corporation, with its principal office located at 2121 Avenue of the Stars, Suite 250, Los Angeles California (“NeuMedia”) and VIVID ENTERTAINMENT, LLC, a California limited liability company, with its principal office located at 3599 Cahuenga Boulevard, 4th Floor, Los Angeles, California (“Vivid”). Neumedia and Vivid may be collectively referred to herein as the “Parties” or individually as a “Party.”
