SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • August 6th, 2013 • Simon Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
This Subscription Agent Agreement (the “Agreement”) is made as of July 11, 2013 by and among Simon Worldwide, Inc., (the “ Company”), Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form S-1, File No. 333-189020 filed by the Company with the Securities and Exchange Commission on May 31, 2013, as amended by any amendment filed with respect thereto (the “Registration Statement”).
MEMBER ACKNOWLEDGEMENT, CONSENT AND WAIVERMember Acknowledgement, Consent and Waiver • August 6th, 2013 • Simon Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl
This Member Acknowledgement, Consent and Waiver (“Waiver”) is delivered pursuant to that certain Limited Liability Company Agreement of Three Lions Entertainment, LLC, dated as of March 15, 2013 but entered into as of March 18, 2013 (the “LLC Agreement”), by and among Richard Beckman, Joel Katz, Simon Worldwide, Inc., and OA3, LLC. All capitalized terms not otherwise defined shall have the meanings given such terms in the LLC Agreement. The undersigned Members of Three Lions Entertainment, LLC, a Delaware limited liability company (the “Company”), constituting the sole Members of the Company as of the date hereof, together with OA3, LLC, hereby agree and acknowledge as follows:
