NeuMedia, Inc. 4751 Wilshire Blvd., 3rd Floor Los Angeles, California 90010
NeuMedia, Inc.
0000 Xxxxxxxx Xxxx., 0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
December 28, 2011
Xxxxxx Management, LLC
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
| Re: | Management Agreement, dated as of August 3, 2006 (the “Management Agreement”), between Mediavest, Inc. (“Mediavest”) and Xxxxxx Management, LLC (“Xxxxxx”) |
Dear Xxxxxx:
Reference is made to the above-defined Management Agreement. NeuMedia, Inc. (“NeuMedia”) is the successor-in-interest to Mediavest. The Management Agreement expired in accordance with its terms on September 14, 2011. Prior to the expiration of the Management Agreement, Xxxxxx and NeuMedia agreed to defer, and did defer, payment to Xxxxxx of a portion of the management fee payable to Xxxxxx under the Management Agreement. The aggregate amount of such deferred management fee is equal to $180,000. In addition, following the expiration of the Management Agreement, Xxxxxx continued performing services comparable to those set forth in the Management Agreement, and, subject to receiving the approval by ValueAct SmallCap Master Fund, L.P., or its successor-in-interest, to such payment (the “ValueAct Consent”), NeuMedia has agreed to pay for such services at the rate set forth in the Management Agreement. The aggregate amount of such fees, as of the date hereof, is $90,000 (collectively with the $180,000 deferred management fee, the “Deferred Fee”). This letter agreement sets forth our agreement with respect to the payment of the Deferred Fee.
The Deferred Fee shall be payable to Xxxxxx upon the receipt by NeuMedia of the ValueAct Consent; provided that if, in the determination of NeuMedia’s board of directors in its reasonable judgment, NeuMedia is unable to pay any or the entire amount of the Deferred Fee at such time, NeuMedia shall pay only such portion of the Deferred Fee as NeuMedia is then able to pay, with the timing and amounts of further payments to be determined in the same manner by the board of directors based on NeuMedia’s ability to pay. NeuMedia shall endeavor to pay all unpaid portions of the Deferred Fee as promptly as reasonably practicable. If Xxxxxx so elects, all or part of the Deferred Fee may be paid in kind by the issuance of shares of common stock of NeuMedia on such terms as may be approved by the disinterested directors of NeuMedia’s Board of Directors (which shall, for such purposes, not include Xxx Xxxxx, Xxxxx Xxxxx or Xxxx Xxxxxxxxx). The Deferred Fee does not accrue interest.
Please sign below to indicate your agreement to the foregoing. This letter agreement may be executed in original, facsimile or other electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
| Very truly yours, | ||
| NEUMEDIA, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| AGREED: | ||
| XXXXXX MANAGEMENT, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
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