REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of June 3, 2014 between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 9,500,000 shares of Common Stock (plus an additional 1,425,000 shares of Common Stock to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
This Indemnification Agreement, dated , 2014, is made between Pacific DataVision, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
AMENDMENT TO EMPLOYMENT AGREEMENT AS OF JUNE 1, 2012Employment Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone)
WHEREAS, Frank Creede (“Employee”) and Pacific DataVision, Inc. (the “Company”) executed an Employment Agreement (the “Agreement”) dated July 1, 2004;
TRUST AGREEMENTTrust Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
This Trust Agreement (this “Agreement”) is made as of June 10, 2014 by and among Pacific DataVision, Inc. (the “Company”), each investor (collectively, the “Investors”) in the Private Placement (as hereinafter defined), T. Clark Akers, an independent director on the Company’s board of directors (the “Investor Rep”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
ESCROW AGREEMENTEscrow Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
This Escrow Agreement dated this 10th day of June, 2014 (this “Escrow Agreement”), is entered into by and among PACIFIC DATAVISION, INC., a Delaware corporation (the “Company”), and FBR CAPITAL MARKETS & CO., a Delaware corporation (“FBR”, and together with the Company, the “Parties,” and individually, a “Party”), and WILMINGTON TRUST, National Association, as escrow agent (“Escrow Agent”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into on this 15th day of September, 2014 by and between Sprint Spectrum, L.P., a wholly owned indirect subsidiary of Sprint Corporation (“Sprint”) and Pacific DataVision, Inc., a Delaware corporation (“PDV”). Sprint and PDV may be referred to herein individually as a “Party” and collectively as the “Parties”.
NOTE AND WARRANT PURCHASE AGREEMENT PACIFIC DATAVISIONNote and Warrant Purchase Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • California
This Note and Warrant Purchase Agreement (this “Agreement”) is entered into as of January 1, 2013 (the “Effective Date”), by and among Pacific DataVision, a California corporation (the “Company”), and the investors (collectively the “Investors” and each individually, an “Investor”) set forth in the Schedule of Investors, attached hereto as Exhibit A (“Schedule of Investors”).
AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 19th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • California
This Amendment (the “Amendment”) to Investor Rights Agreement (the “Agreement”), dated as of May 30, 2014 (“Effective Date”) by and among Pacific DataVision (the “Company”) and the Holders representing at least a majority of the Registrable Securities outstanding, (as defined in the Agreement). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.
