TERMINATION
AGREEMENT
This
Termination Agreement (the “Agreement”) is dated as of February 12, 2008 and is
entered into between TWISTBOX ENTERTAINMENT, INC., a Delaware corporation (the
“Company”) and VALUEACT SMALLCAP MASTER FUND, L.P. (the “Holder”).
WHEREAS,
reference is made to that certain Class A Warrant No. WR-1, dated July 30,
2007,
issued by the Company to the Holder (the “Warrant”). Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to them in the
Warrant;
WHEREAS,
reference is made to that certain Agreement and Plan of Merger dated as of
December 31, 2007, by and among Mandalay Media, Inc., a Delaware corporation
(“Parent”), Twistbox Acquisition, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent, the Company and Adi McAbian and Spark
Capital, L.P., as representatives of the stockholders of the Company, as the
same may be amended from time to time (the “Merger Agreement”); and
WHEREAS,
in order to consummate the transactions contemplated by the Merger Agreement,
the undersigned desire to terminate the Warrant as set forth herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto agree as follows:
1.
Each
of
the undersigned hereby agrees that, effective immediately, the Warrant shall
be
terminated and all of the terms and provisions contained therein shall be of
no
further force and effect.
2. This
Agreement may be executed in one or more counterparts, and by facsimile, each
of
which shall constitute an original agreement, but which together shall
constitute one in the same instrument.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, the undersigned have executed this Termination Agreement as
of
the date first written above.
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TWISTBOX
ENTERTAINMENT, INC.
By:
/s/ Ian Aaron
Name:
Ian Aaron
Title:
CEO
VALUEACT
SMALLCAP MASTER FUND, L.P.,
By
VA Smallcap Partners, LLC, its General Partner
By:
/s/ David Lockwood
Name:
Managing Member
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