Exhibit 10(y) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 1st day of August, 1995, by and between TRACER Design, Inc., an Arizona corporation (the "Company"), and Mike Turico, an individual...Employment Agreement • September 30th, 1997 • Sandbox Entertainment Corp • Arizona
EXHIBIT 4(bb) AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT THIS AGREEMENT is made and entered into as of the 13th day of July, 1995, by and among TRACER DESIGN, INC., an Arizona corporation (the "Corporation"), CHAD M. LITTLE ("Little"), LONNIE A....Stockholders' Agreement • December 17th, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
3.2. Cashless Exercise. At any time during the Warrant Exercise Term, the Holder may, at its option, exchange the Warrants represented by such Holder's Warrant Certificate, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares...Warrant Agreement • December 17th, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Delaware
EXHIBIT (10nn) SETTLEMENT AGREEMENT This Settlement Agreement is made as of November 25, 1997, by and between the parties (the "Parties") listed below. Parties: -------- 1. Sandbox Entertainment Corporation, a Delaware corporation ("Sandbox"). 2....Settlement Agreement • December 17th, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
SANDBOX ENTERTAINMENT CORPORATION Series B Convertible Preferred Stock Form of UNDERWRITING AGREEMENTSandbox Entertainment Corp • December 17th, 1997 • Services-prepackaged software • New York
b) Notwithstanding any contrary provisions in this Warrant, if the Current Market Price (as defined in Section 2(c) below) exceeds the Warrant Price at the date of calculation, instead of exercising this Warrant as described in Section 2(a) above, the...Sandbox Entertainment Corp • November 21st, 1997 • Services-prepackaged software • Arizona
The Invitation may also contain provisions that amend or supplement the terms and conditions of this Agreement as they apply to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms...Master Agreement • December 17th, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • New York
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT TO WHICH THE 3Sandbox Entertainment Corp • November 21st, 1997 • Services-prepackaged software
Exhibit 10(e) TRACER DESIGN, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT BY AND AMONG TRACER DESIGN, INC., WASATCH VENTURE CORPORATIONPreferred Stock Purchase Agreement • September 30th, 1997 • Sandbox Entertainment Corp • Arizona
1. Loans. Silicon will make loans to Borrower (the "Loans") in amounts determined by Silicon in its reasonable business judgment up to the amount (the "Credit Limit") shown on the Schedule to this Agreement (the "Schedule"), provided to Event of...Security Agreement • September 30th, 1997 • Sandbox Entertainment Corp
Exhibit 10(c) SUBORDINATION AGREEMENT ----------------------- This agreement (the Agreement") is entered into this 6th day of May, 1997, by and between THIRD COAST CAPITAL, LLC and its assigns, as Lessor, and SILICON VALLEY BANK, as Creditor, in...Subordination Agreement • September 30th, 1997 • Sandbox Entertainment Corp • California
Exhibit 4(k) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES...Sandbox Entertainment Corp • September 30th, 1997
ADDENDUM NO. 3 TO MASTER LEASE AGREEMENT NO. 101-19001-001 DATED AS OF MARCH 31, 1997 BETWEEN THIRD COAST VENTURE LEASE PARTNERS I, L.P., AS LESSOR AND SANDBOX ENTERTAINMENT CORPORATION, AS LESSEE This Addendum is attached to and forms part of that...Master Lease Agreement • February 6th, 1998 • Sandbox Entertainment Corp • Services-prepackaged software • Coast
RECITALSInvestor Rights Agreement • September 30th, 1997 • Sandbox Entertainment Corp • Arizona
Exhibit 4(ii) VOTING AGREEMENT THIS VOTING AGREEMENT is made as of the 14th day of January, 1998, by and among Sandbox Entertainment Corporation, a Delaware corporation (the "Company"), and the holders of shares of the Company's Series A Preferred...Voting Agreement • February 6th, 1998 • Sandbox Entertainment Corp • Services-prepackaged software • Delaware
RECITALSIntellectual Property Security Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • California
WP = the Warrant Price, as adjusted to the date of such calculation. 2Sandbox Entertainment Corp • November 21st, 1997 • Services-prepackaged software • Arizona
Exhibit 10(jj) WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made effective as of September 27, 1997 by and between Sandbox Entertainment Corporation, a Delaware corporation ("Sandbox"), and Third Coast Venture Lease...Warrant Purchase Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
1. You may exercise your option, only in accordance with Paragraph 3 below, by delivery to the Company (in care of its Secretary) at the principal offices of the Company, presently located at 2231 East Camelback Road, Suite 224, Phoenix, Arizona...Sandbox Entertainment Corp • September 30th, 1997
a) Unregistered Securities. Purchaser understands that the Note, the Warrant and the Warrant Shares (the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act") or any state securities laws (collectively,...Note and Warrant Purchase Agreement • February 6th, 1998 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
2.6 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or...Sandbox Entertainment Corp • November 21st, 1997 • Services-prepackaged software • California
5. Event of Default. The principal amount due hereunder together with all accrued interest to date will accelerate and become due if an Event of Default (as hereinafter defined) occurs. An "Event of Default" shall exist under this Note if the Company:...Sandbox Entertainment Corp • December 17th, 1997 • Services-prepackaged software
Exhibit 10(g) TRACER DESIGN, INC. CO-SALE AGREEMENT This Co-Sale Agreement (the "Agreement") is made as of February 13, 1996, by and among Tracer Design, Inc., an Arizona corporation (the "Company"), each purchaser of the Company's Series A Preferred...Co-Sale Agreement • September 30th, 1997 • Sandbox Entertainment Corp • Arizona
August 11, 1997 Thomas A. Cifelli, Director FOX & Company Investments, Inc. 6232 N. 32nd. Street Phoenix, Arizona 85018 Re: Engagement Dear Tom: The purpose of this letter is to set forth the agreement between Sandbox Entertainment Corporation (the...Sandbox Entertainment Corp • September 30th, 1997
DATE]Sandbox Entertainment Corp • September 30th, 1997
Exhibit 4(h) TERM NOTESandbox Entertainment Corp • September 30th, 1997
B. In the event of a dissolution, liquidation, merger, consolidation, reorganization, sale or exchange of the Issuer's assets or securities (including by way of tender offer), or any other transaction or proceeding with a person who is a Promoter,...In Agreement • February 6th, 1998 • Sandbox Entertainment Corp • Services-prepackaged software
Exhibit 4(w) SANDBOX ENTERTAINMENT CORPORATION 2231 East Camelback Road, Suite 324 Phoenix, AZ 85016 WIT CAPITAL CORPORATION 826 Broadway, 6th Floor New York, NY 10003 Dear Sirs: The undersigned understands that Wit Capital Corporation (the...Sandbox Entertainment Corp • November 21st, 1997 • Services-prepackaged software
b) Capitalization. As of April 17, 1997, the authorized capital stock of Sandbox consists of: 2,000,000 shares of Series A Preferred Stock, $.001 par value, of which 1,968,750 shares were issued and outstanding; 10,000,000 shares of Common Stock,...Loan and Warrant Purchase Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software
6. TERMINATION OR EXPIRATION. Customer shall leave the Space in good condition (except for normal wear and tear) as it was in the beginning of the term of this Agreement, and shall remove any property which it is obligated or permitted to remove...Collocation Agreement • September 30th, 1997 • Sandbox Entertainment Corp • Arizona
Exhibit 10(hh) January 30, 1996 Jim Layne Vice President TRACER 2231 East Camelback Phoenix, AZ 85106 Subject: Contract for Public Relations Services Provided By Technology Solutions, Inc. to TRACER Dear Chad: This contract, when signed by an...Sandbox Entertainment Corp • September 30th, 1997
Exhibit 10(p) Source Code License Agreement This Source Code License Agreement ("this Agreement") entered into by INFO Enterprises, Inc., having its executive offices at 426 North 44th Street, Suite 250, Phoenix, Arizona 85008 ("INFO"), and TRACER...Source Code License Agreement • November 21st, 1997 • Sandbox Entertainment Corp • Services-prepackaged software • Arizona
Exhibit 4(b) Silicon Valley Bank AMENDMENT TO QUICKSTART LOAN AND SECURITY AGREEMENTQuickstart Loan and Security Agreement • September 30th, 1997 • Sandbox Entertainment Corp
Exhibit 10(x) EMPLOYMENT AGREEMENT Tracer Design, Inc., an Arizona corporation ("Employer"), hereby employs Chad M. Little ("Employee") on the following terms and conditions: Term of Employment: Employee is an "At Will" employee of Employer, and...Employment Agreement • September 30th, 1997 • Sandbox Entertainment Corp • Arizona
Tracer Design, Inc., an Arizona corporation ("Employer"), hereby employs Chad M. Little ("Employee") on the following terms and conditions:
Exhibit 10(a) MASTER LEASE AGREEMENT No. 101-19001-001 THIRD COAST VENTURE LEASE PARTNERS I, L.P. 900 North Franklin Street, Suite 700 Chicago, Illinois 60610 (312) 337-3303 Lessee: SANDBOX ENTERTAINMENT CORPORATION Address: 2231 East Camelback, Suite...Master Lease Agreement • September 30th, 1997 • Sandbox Entertainment Corp • Illinois
