Attached files
| file | filename |
|---|---|
| 8-K - Digital Turbine, Inc. | v188837_8k.htm |
| EX-4.1 - Digital Turbine, Inc. | v188837_ex4-1.htm |
| EX-10.1 - Digital Turbine, Inc. | v188837_ex10-1.htm |
| EX-10.7 - Digital Turbine, Inc. | v188837_ex10-7.htm |
| EX-10.8 - Digital Turbine, Inc. | v188837_ex10-8.htm |
| EX-10.6 - Digital Turbine, Inc. | v188837_ex10-6.htm |
| EX-10.3 - Digital Turbine, Inc. | v188837_ex10-3.htm |
| EX-10.5 - Digital Turbine, Inc. | v188837_ex10-5.htm |
| EX-10.2 - Digital Turbine, Inc. | v188837_ex10-2.htm |
| EX-10.9 - Digital Turbine, Inc. | v188837_ex10-9.htm |
| EX-10.11 - Digital Turbine, Inc. | v188837_ex10-11.htm |
| EX-10.12 - Digital Turbine, Inc. | v188837_ex10-12.htm |
| EX-10.10 - Digital Turbine, Inc. | v188837_ex10-10.htm |
EXECUTION
VERSION
DEED POLL OF
RELEASE
THIS DEED POLL is made this
21st day of June 2010
BETWEEN:
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(1)
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NeuMedia,
Inc., formerly known as Mandalay Media, Inc (for and on its behalf and on
behalf of each of its affiliates (excluding Twistbox and AMV Holdings
Limited and its subsidiares)). (“NeuMedia”);
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(2)
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Twistbox
Entertainment, Inc. (“Twistbox”);
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(3)
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James
Lefkowitz; and
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(4)
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Russell
Burke.
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(each a
“Party” and together the “Parties”).
BY
THIS DEED POLL THE PARTIES HEREBY AGREE TERMS AS FOLLOWS:
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1.
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This
Deed Poll hereby releases and forever discharges AMV Holding Limited,
American Mobile Ventures Limited, Blue Stream Mobile Limited, Cell Media
International Limited, Antiphony Limited and SkyNet Interactive Limited
and each of Malcolm Cohen and Martha Thompson and (as applicable) their
partners, agents, members, advisers and successors in office (including
liquidators) (together the joint administrators of AMV Holding Limited (In
administration) (“Joint
Administrators”)) from all and/or any actions, claims, rights,
demands and set-offs, howsoever and whensoever arising and in whatever
capacity held, including for the avoidance of doubt and without limitation
any claims against the Joint Administrators personally and/or claims which
may rank as an expense in the administration, whether in this jurisdiction
or any other, either known or unknown to any of the Parties or to the law
at the date of this Deed Poll, whether in law, equity or otherwise,
arising out of or connected with or in any way relating to the appointment
of the Joint Administrators to AMV Holding Limited, the conduct of the
administration and/or any act, thing or transaction contemplated by the
Letter Agreement between ValueAct SmallCap Master Fund, L.P. (including
any affiliate thereof), NeuMedia, Jonathan Cresswell and Nathaniel
MacLeitch dated as of the date hereof, and this shall include
any such claims and counterclaims not currently in the contemplation of
the Parties and those claims and counterclaims which it may not be
possible to sustain at law at the date of this Deed Poll but which may be
sustainable at law in the future (collectively the “Released
Claims”).
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2.
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Each
Party hereby covenants in favour of the Joint Administrators and each of
them personally not to allege, impede or otherwise question anything
arising out of or connected with or in any way relating to the Released
Claims.
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3.
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Each
Party hereby covenants, on behalf of itself and on behalf of its parent,
subsidiaries, assigns, transferees, representatives, principals, agents,
officers or directors, in favour of the Joint Administrators and each of
them personally, not to claim or sue, commence, voluntarily aid in any
way, prosecute or cause to be commenced or prosecuted against the Joint
Administrators any action, suit or other proceeding concerning the
Released Claims, in this jurisdiction or any
other.
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4.
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Each
Party warrants and represents that it has not sold, transferred, assigned
or otherwise disposed of its interest in the Released
Claims.
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1
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5.
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The
Parties agree and acknowledge that damages would not be an adequate remedy
for a breach of this Deed Poll and the Parties, therefore, agree and
acknowledge that the Joint Administrators and each of them personally are
entitled to the remedies of injunction, specific performance and other
equitable relief for a threatened or actual breach of any term of this
Deed Poll by the Parties without proof of special damage and that the
Parties will not allege or plead otherwise in the event that such relief
is sought in respect of any breach or threatened breach of this Deed
Poll.
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6.
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Each
Party warrants and represents that it has the full right, power and
authority to execute, deliver and perform this Deed
Poll.
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7.
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This
Deed Poll constitutes the entire agreement between the Parties with regard
to its subject matter and supersedes the terms of all previous agreements
whether written or oral between the Parties. No amendment,
waiver, modification or other variation to this Deed Poll shall be
effective unless the prior written consent of the Joint Administrators has
been obtained, and it is in writing and signed by or on behalf of the
Parties hereto.
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8.
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This
Deed Poll shall be governed by English law. Each Party
irrevocably agrees that the High Court of Justice in England and Wales
shall have non-exclusive jurisdiction to settle any matter, dispute or
claim arising out of, in connection with or relating to this Deed Poll
(including non-contractual disputes or claims). For the
avoidance of doubt, nothing in this clause shall limit the right of each
Party or the Joint Administrators and each of them personally, to commence
proceedings in any other court of competent jurisdiction outside England
and Wales and each of the Parties to this Deed Poll agrees to submit to
the jurisdiction of such other
court.
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9.
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This
Deed Poll may be entered into in the form of counterparts, each executed
by or on behalf of one of the Parties, and provided that all Parties so
enter into the Deed Poll, each of the executed counterparts shall be
deemed to be an original but, taken together, they shall constitute one
instrument.
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This
Deed Poll has been executed as a deed, and it has been delivered on the date
stated at the beginning of this Deed Poll.
2
Signed as
a deed by NEUMEDIA,
INC., formerly known as Mandalay Media, Inc. acting by James
Lefkowitz
Signed as
a deed by TWISTBOX
ENTERTAINMENT, INC. acting by David Mindell
Signed as
a deed by
James
Lefkowitz
in the
presence of:
Witness
Signature:
Witness
name:
Witness
address:
Signed as
a deed by
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Russell
Burke
in the
presence of:
Witness
signature:
Witness
name:
Witness
address:
4