0001490412-13-000012 Sample Contracts

FIRST AMENDMENT TO LEASE
Lease • April 11th, 2013 • Velti PLC • Services-prepackaged software

THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into to be effective as of November 15, 2011 (the "First Amendment Effective Date") by and between PPF PARAMOUNT ONE MARKET PLAZA OWNER L.P. ("Landlord") and VELTI USA, INC. "Tenant").

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Jeffrey Ross Re: Employment Agreement Dear Jeffrey:
Velti PLC • April 11th, 2013 • Services-prepackaged software

We are very pleased to offer you a full-time position with Velti, Inc. (the “Company”) as a Chief Financial Officer, CFO at our offices in San Francisco, starting on January 1, 2013. The Company reserves the right to assign your employment to any of its subsidiaries or affiliated entities, as it deems necessary or appropriate. We trust that your knowledge, skills and experience will be among our most valuable assets.

SECOND AMENDMENT TO LEASE
Lease • April 11th, 2013 • Velti PLC • Services-prepackaged software

THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is entered into as of May 18, 2012 (the "Second Amendment Effective Date"), by and between PPF PARAMOUNT ONE MARKET PLAZA OWNER, L.P., a Delaware limited partnership ("Landlord") and VELTI USA, INC., a Delaware corporation ("Tenant") with reference to the following facts:

April 3, 2013
Credit Agreement • April 11th, 2013 • Velti PLC • Services-prepackaged software
Framework, Guarantee & Call Option Agreement In regard to the Sale and Purchase of certain Shares and certain Assets dated November 12, 2012
Call Option Agreement • April 11th, 2013 • Velti PLC • Services-prepackaged software

(The Sellers and VPS hereinafter referred to jointly sometimes as the “Secured Parties” and individually as a “Secured Party”)

VELTI INC. FIRST AMENDMENT
Credit Agreement • April 11th, 2013 • Velti PLC • Services-prepackaged software • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December ___, 2012 (the “Effective Date”) and entered into by and among Velti Inc., a Delaware corporation, Velti plc, a company formed under the laws of the Bailiwick of Jersey, Channel Islands, Mobile Interactive Group Limited, a company formed under the laws of England and Wales with registered number 04572067, and Velti Mobile Platforms Limited, a company formed under the laws of the British Virgin Islands (collectively, the “Borrowers” and each an individual “Borrower”), the financial institutions listed on the signature pages hereof (“Lenders”) and HSBC Bank USA, National Association, as Administrative Agent (the “Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of August 10, 2012 (the “Credit Agreement”), by and among Borrowers, Lenders, and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in

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