EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2010 • Vringo Inc
This Employment Agreement (this “Agreement”) is made and entered into as of June 01, 2006 (the “Effective Date”), by and between Vringo (Israel) Ltd., an Israeli company, with principal offices located in Bet Shemesh, Israel (hereinafter: the “Company”), and David Corre, Israeli I.D no. 317757979 of Nachal Shimshon 20/1, Ramat Bet Shemesh, Israel (hereinafter: the “Employee”).
ContractWarrant Agreement • January 29th, 2010 • Vringo Inc • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2010 • Vringo Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 29, 2008 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017 (the “Agent”), and the Lenders listed on Schedule 1.1 and otherwise party hereto, including without limitation, SVB and GOLD HILL VENTURE LENDING 03, L.P. (“Gold Hill”), and VRINGO, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
Marketing AgreementMarketing Agreement • January 29th, 2010 • Vringo Inc • Istanbul
RECITALS: AVEA wishes to engage with Vringo and Vringo wishes to engage with AVEA in a relationship whereby AVEA will offer a version of Vringo’s visual ringtone sharing service to its customers on the terms and conditions set forth in this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2010 • Vringo Inc
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2009, between Vringo, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Marketing AgreementMarketing Agreement • January 29th, 2010 • Vringo Inc
This Agreement is entered into as of June 30, 2009 (the “Effective Date”), by and between EMIRATES TELECOMMUNICATIONS CORPORATION, a corporation having an office at P.O. Box No. 3838, Abu Dhabi, United Arab Emirates (“Carrier”) and Vringo Inc., a Delaware corporation having an office at 85 5th Avenue 6 th Floor New York, NY 10003.
ContractSubordinated Note • January 29th, 2010 • Vringo Inc • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, IS AVAILABLE.
AgreementConfidentiality Agreement • January 29th, 2010 • Vringo Inc
Hungama Digital Media Entertainment Pvt. Ltd., a Company incorporated under the Companies Act 1956 and having its registered office at F-1, Laxmi Woollen Mills, Shakti Mills Lane, Off. Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 011 (hereinafter referred to as “Hungama”) on the First Part
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 29th, 2010 • Vringo Inc
This Intellectual Property Security Agreement is entered into as of December 29, 2009 by and among SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“SVB”), in its capacity as collateral agent for the Lenders (“Agent”), and in its capacity as a “Lender” (SVB in such capacity and the other Lenders listed on Schedule 1.1 to the Loan Agreement (as hereinafter defined) or party thereto from time to time, including, without limitation, GOLD HILL VENTURE LENDING 03, L.P., each a “Lender” and collectively, “Lenders”), and VRINGO, INC., a Delaware corporation (“Grantor”).
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 29th, 2010 • Vringo Inc
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 29, 2009, by and among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“SVB”), as agent (“Agent”), and the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) and otherwise party hereto, including without limitation, SVB and GOLD HILL VENTURE LENDING 03, L.P., and (b) VRINGO, INC., a Delaware corporation (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2010 • Vringo Inc
This Employment Agreement (this “Agreement”) is made and entered into as of July 29, 2007 (the “Effective Date”), by and between Vringo (Israel) Ltd., an Israeli company, with principal offices located in Bet Shemesh, Israel (hereinafter: the “Company”), and Jon Medved, Israeli I.D no. , of Jerusalem, Israel (hereinafter: the “Executive”).
MASTER CONTENT PROVIDER AGREEMENTMaster Content Provider Agreement • January 29th, 2010 • Vringo Inc
MAXIS MOBILE SERVICES SDN BHD (Company Registration Number : 73315-V), a company incorporated in Malaysia and having its registered office at Level 18, Menara Maxis, Kuala Lumpur City Centre, Off Jalan Ampang, 50088 Kuala Lumpur (“Maxis”)
