Standard Contracts
ValueAct SmallCap Master Fund, L.P. San Francisco, CA 94133Amv Restructuring • June 23rd, 2010 • NeuMedia, Inc. • Patent owners & lessors • Delaware
This agreement (“Agreement”) sets forth the terms of the agreements between ValueAct SmallCap Master Fund, L.P. (including any affiliate thereof, “VAC”), NeuMedia, Inc., formerly known as Mandalay Media, Inc. (“NeuMedia”), Jonathan Cresswell (“Cresswell”), Nathaniel MacLeitch (including in his capacity as Trustee for the AMV Founders under the AMV Note (each as defined below) “MacLeitch”), Robert Ellin (“Ellin”), Trinad Management, LLC (“Trinad Management”) and Trinad Capital Master Fund, Ltd.(“Trinad Fund” and together with Ellin and Trinad Management, the “Trinad Affiliates”) and the Guber Family Trust (“Guber” and, together with the Trinad Affiliates, the “Lead Participating Investors” and, together with any other purchasers of New Senior Notes (as defined below) the “Participating Investors”) with regard to the (i) partial satisfaction of that certain Senior Secured Note issued by Twistbox Entertainment, Inc. (“Twistbox”), guaranteed by AMV Holding Limited (“AMV”) and held by VAC,
