DIRECTOR DESIGNATION RIGHT ASSIGNMENT AGREEMENTDirector Designation Right Assignment Agreement • August 18th, 2015 • Indaba Capital Management, L.P. • Services-prepackaged software • New York
This DIRECTOR DESIGNATION RIGHT ASSIGNMENT AGREEMENT (this “Agreement”), dated as of August 14, 2015, is by and among (i) Indaba Capital Fund, L.P. (the “Assignor”) and (ii) the funds managed by MAST Capital Management, LLC identified on Annex A hereto (such funds, collectively, the “Assignee”). All capitalized terms used herein without definition shall have the meanings given to them in the SPA (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2015 • Indaba Capital Management, L.P. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 14, 2015, by and among (i) the funds managed by MAST Capital Management, LLC (“MAST”) identified on Annex A hereto (such funds, collectively, the “Buyer”), (ii) solely with respect to Sections 2.01(d), (e) and (f) and Article IV hereof, MAST, (iii) Indaba Capital Fund, L.P. (the “Seller”) and (iv) solely with respect to Sections 2.02(c), (d) and (e) and Article IV hereof, Indaba Capital Management, L.P. (“Indaba”). The Seller, the Buyer, MAST and Indaba are collectively referred to herein as the “Parties”.
Letter AgreementSecurities Purchase Agreement • August 18th, 2015 • Indaba Capital Management, L.P. • Services-prepackaged software • New York
Reference is made to that certain (i) Securities Purchase Agreement (the “SPA”), dated as of June 28, 2013, by and among the Issuer and Indaba Capital Fund, L.P. (“Indaba Fund” or “Seller”) and (ii) Director Designation Right Assignment Agreement (the “Designation Agreement”) dated as of August 14, 2015, by and among Indaba Fund, the funds managed by MAST Capital Management, LLC (“MAST”) identified in Annex A hereto (collectively, the “Buyer”). In connection with the purchase and sale of the above referenced Offered Securities (the “Transaction”) by Buyer from Indaba Fund, Indaba Fund has assigned to Buyer, pursuant to the Designation Agreement, its right to designate one member of the Issuer’s Board of Directors under Section 7(b)(2) of the SPA. In connection with the foregoing, Issuer, Buyer, and Seller acknowledge, understand and agree, as follows:
