UNCONDITIONAL SECURED GUARANTY AND PLEDGE AGREEMENTUnconditional Secured Guaranty and Pledge Agreement • January 16th, 2015 • Mandalay Digital Group, Inc. • Patent owners & lessors
This UNCONDITIONAL SECURED GUARANTY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of , 2014, by MANDALAY DIGITAL GROUP, INC., a Delaware corporation (“Guarantor”), in favor of NORTH ATLANTIC SBIC IV, L.P., a Delaware limited partnership (“Purchaser”).
UNCONDITIONAL SECURED GUARANTY AND PLEDGE AGREEMENTUnconditional Secured Guaranty and Pledge Agreement • January 16th, 2015 • Mandalay Digital Group, Inc. • Patent owners & lessors
This UNCONDITIONAL SECURED GUARANTY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of , 2014, by MANDALAY DIGITAL GROUP, INC., a Delaware corporation (“Guarantor”) in favor of SILICON VALLEY BANK (“Bank”).
MANDALAY DIGITAL GROUP, INC. COMMON STOCK PURCHASE WARRANT Date of Issuance: [ , 20 ]Mandalay Digital Group, Inc. • January 16th, 2015 • Patent owners & lessors • Delaware
This Warrant is issued pursuant to, and is subject to the terms and conditions of, that certain Securities Purchase Agreement dated of even date herewith (as the same may be amended, modified, supplemented, extended or restated, from time to time, the “Purchase Agreement”) by and among Mandalay, the Registered Holder, and Appia, Inc. (“Appia”). All capitalized terms used though not defined herein but defined in the Purchase Agreement shall have the meanings given to such terms in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENT1Securities Purchase • January 16th, 2015 • Mandalay Digital Group, Inc. • Patent owners & lessors • New York
THIS SECURITIES PURCHASE AGREEMENT is made as of [ ], 201[ ], by and among (i) Appia, Inc., a Delaware corporation (“Appia”), (ii) Mandalay Digital Group, Inc., a Delaware corporation (“Mandalay” and together with Appia, the “Companies” with each, a “Company”), and (iii) North Atlantic SBIC IV, L.P., a Delaware limited partnership (the “Purchaser” and collectively with the Companies, the “Parties” with each, a “Party”).
