Exhibit 4.4


 


WARRANT
TO PURCHASE STOCK


 


THIS WARRANT AND THE SHARES
ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND
PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL
COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


	
  Company:

  	
  GameFly, Inc.

  
	
  Number of
  Shares:

  	
  60,000

  
	
  Class of
  Stock:

  	
  Series B
  Preferred

  
	
  Warrant
  Price:

  	
  $1.25 per
  share

  
	
  Issue Date:

  	
  September 3,
  2003

  
	
  Expiration
  Date:

  	
  The later to
  occur of (A) September 3, 2013 or (B) five (5) years
  after the closing of the initial public offering of the common stock of
  GameFly, Inc. (the “IPO”) effected pursuant to a Registration Statement
  on Form S-1 (or its successor) filed under the Securities Act of 1933,
  as amended (the “1933 Act”).

  



 


THIS WARRANT
CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and
valuable consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase
the number of fully paid and nonassessable shares of the class of securities
(the “Shares”) of the. company (the
“Company”) at the Warrant Price, all as set forth above and as adjusted
pursuant to Article 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant.


 


ARTICLE 1. EXERCISE.


 


1.1                       Method of Exercise. Holder may exercise this Warrant by
delivering a duly executed Notice of Exercise in substantially the form
attached as Appendix 1 to the principal office of the Company. Unless Holder is
exercising the conversion right set forth in Article 1.2, Holder shall
also deliver to the Company a check, wire transfer (to an account designated by
the Company), or other from of payment acceptable to the Company for the
aggregate Warrant Price for the Shares being purchased.


 


1.2                       Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1,
Holder may from time to time convert this Warrant, in whole or in part, into a
number of Shares determined by dividing (a) the aggregate fair market
value of the Shares or other securities otherwise issuable upon exercise of
this Warrant minus the aggregate Warrant Price of such Shares by (b) the
fair market value of one Share. The fair market value of the Shares shall be
determined pursuant to Article 1.3.


 


1.3                       Fair Market Value. If the Company’s common stock is traded in a public market and
the shares are common stock, the fair market value of each Share shall be the
closing price of a Share reported for the business day immediately before
Holder delivers its Notice of Exercise to the Company (or in the instance where
the Warrant is exercised immediately prior to the effectiveness of the
Company’s initial public offering, the “price to public” per share price


 

















 


specified in the final prospectus
relating to such offering). If the Company’s common stock is traded in a public
market and the Shares are preferred stock, the fair market value of a Share
shall be the closing price of a share of the Company’s common stock reported
for the business day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance where the Warrant is
exercised immediately prior to the effectiveness of the Company’s initial
public offering, the initial “price to public” per share price specified in the
final prospectus relating to such offering), in both cases, multiplied by the
number of shares of the Company’s common stock into which a Share is
convertible. If the Company’s common stock is not traded in a public market,
the Board of Directors of the Company shall determine fair market value in its
reasonable good faith judgment.


 


1.4                       Delivery
of Certificate and New Warrant.
Promptly after Holder exercises or converts this Warrant and, if applicable,
the Company receives payment of the aggregate Warrant Price, the Company shall
deliver to Holder certificates for the Shares acquired and, if this Warrant has
not been fully exercised or converted and has not expired, a new Warrant
representing the Shares not so acquired.


 


1.5                       Replacement
of Warrants. On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, on
delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company or, in the case of mutilation, or surrender and cancellation of
this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor.


 


1.6                       Treatment
of Warrant Upon Acquisition of Company.


 


1.6.1                        “Acquisition”. For the purpose of this Warrant,
“Acquisition” means any sale, license, or other disposition of all or
substantially all of the assets of the Company, or any reorganization,
consolidation, or merger of the Company where the holders of the Company’s
securities before the transaction beneficially own less than 50% of the
outstanding voting securities of the surviving entity after the transaction.


 


1.6.2                                  Treatment
of Warrant at Acquisition.


 


A)                                  Upon the written request of the Company,
Holder agrees that, in the event of an Acquisition in which the sole
consideration is cash, either (a) Holder shall exercise its conversion or
purchase right under this Warrant and such exercise will be deemed effective
immediately prior to the consummation of such Acquisition or (b) if Holder
elects not to exercise the Warrant, this Warrant will expire upon the
consummation of such Acquisition. The Company shall provide the Holder with
written notice of its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated
Acquisition giving rise to such notice), which is to be delivered to Holder not
less than ten (10) days prior to the closing of the proposed Acquisition.


 


B)                                    Upon the written request of the Company,
Holder agrees that, in the event of an Acquisition that is an “arms length”
sale of all or substantially all of the Company’s assets (and only its assets)
to a third party that is not an Affiliate (as defined below) of the Company (a
“True Asset Sale”), either (a) Holder shall exercise its conversion or
purchase right under this Warrant and such exercise will be deemed effective
immediately prior to the consummation of such Acquisition or (b) if Holder
elects not to exercise the Warrant, this Warrant will continue until the
Expiration Date if the Company continues as a going concern following the
closing of any such True Asset Sale. The Company shall provide the Holder with
written notice of its request relating to the foregoing (together with such
reasonable information as the Holder may request in connection with such
contemplated Acquisition giving rise to such notice), which is to


 


2

















 


be delivered to Holder not less than ten (10) days
prior to the closing of the proposed Acquisition.


 


C)                                    Upon the closing of any Acquisition other
than those particularly described in subsections (A) and (B) above,
the successor entity shall assume the obligations of this Warrant, and this
Warrant shall be exercisable for the same securities, cash, and property as
would be payable for the Shares issuable upon exercise of the unexercised
portion of this Warrant as if such Shares were outstanding on the record date
for the Acquisition and subsequent closing. The Warrant Price and/or number of
Shares shall be adjusted accordingly.


 


As used herein “Affiliate” shall mean any person or entity that owns or
controls directly or indirectly ten (10) percent or more of the stock of
Company, any person or entity that controls or is controlled by or is under
common control with such persons or entities, and each of such person’s or
entity’s officers, directors, joint venturers or partners, as applicable.


 


ARTICLE 2. ADJUSTMENTS TO THE
SHARES.


 


2.1                       Stock
Dividends, Splits, Etc. If the
Company declares or pays a dividend on the Shares payable in common stock, or
other securities, then upon exercise of this Warrant, for each Share acquired,
Holder shall receive, without cost to Holder, the total number and kind of securities
to which Holder would have been entitled had Holder owned the Shares of record
as of the date the dividend occurred. If the Company subdivides the Shares by
reclassification or otherwise into a greater number of shares or takes any
other action which increase the amount of stock into which the Shares are
convertible, the number of shares purchasable hereunder shall be
proportionately increased and the Warrant Price shall be proportionately
decreased. If the outstanding shares are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Warrant
Price shall be proportionately increased and the number of Shares shall be
proportionately decreased.


 


2.2                       Reclassification,
Exchange, Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that
results in a change of the number and/or class of the securities issuable upon
exercise or conversion of this Warrant, Holder shall be entitled to receive,
upon exercise or conversion of this Warrant, the number and kind of securities
and property that Holder would have received for the Shares if this Warrant had
been exercised immediately before such reclassification, exchange,
substitution, or other event. Such an event shall include any automatic
conversion of the outstanding or issuable securities of the Company of the same
class or series as the Shares to common stock pursuant to the terms of the
Company’s Certificate of Incorporation upon the closing of a registered public
offering of the Company’s common stock. The Company or its successor shall
promptly issue to Holder an amendment to this Warrant setting forth the number
and kind of such new securities or other property issuable upon exercise or
conversion of this Warrant as a result of such reclassification, exchange,
substitution or other event that results in a change of the number and/or class
of securities issuable upon exercise or conversion of this Warrant. The
amendment to this Warrant shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article 2 including, without limitation, adjustments to the Warrant Price
and to the number of securities or property issuable upon exercise of the new
Warrant. The provisions of this Article 2.2 shall similarly apply to
successive reclassifications, exchanges, substitutions, or other events.


 


2.3                       Adjustments
for Diluting Issuances. The Warrant
Price and the number of Shares issuable upon exercise of this Warrant or, if
the Shares are Preferred Stock, the number of shares of common stock issuable
upon conversion of the Shares, shall be subject to adjustment, from time to
time in the manner set forth in the Company’s Certificate of


 


3

















 


Incorporation as if the Shares
were issued and outstanding on and as of the date of any such required
adjustment. The provisions set forth for the Shares in the Company’s
Certificate of Incorporation relating to the above in effect as of the Issue Date
may not be amended, modified or waived, without the prior written consent of
Holder unless such amendment, modification or waiver affects the rights
associated with the Shares in the same manner as such amendment, modification
or waiver affects the rights associated with all other shares of the same
series and class as the Shares granted to the Holder.


 


2.4                       No
Impairment. The Company shall not, by amendment of its Certificate of
Incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed under this Warrant by the Company, but shall
at all times in good faith assist in carrying out of all the provisions of this
Article 2 and in taking all such action as may be necessary or appropriate
to protect Holder’s rights under this Article against impairment.


 


2.5                       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 conversion of the Warrant, the Company shall eliminate such fractional
share interest by paying Holder the amount computed by multiplying the
fractional interest by the fair market value of a full Share.


 


2.6                       Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, the Company
shall promptly notify Holder in writing, and, at the Company’s expense,
promptly compute such adjustment, and furnish Holder with a certificate of its
Chief Financial Officer setting forth such adjustment and the facts upon which
such adjustment is based. The Company shall, upon written request, furnish
Holder a certificate setting forth the Warrant Price in effect upon the date
thereof and the series of adjustments leading to such Warrant Price.


 


ARTICLE 3. REPRESENTATIONS
AND COVENANTS OF THE COMPANY.


 


3.1                       Representations
and Warranties. The Company represents and warrants to the Holder as
follows:


 


(a)                                  The
initial Warrant Price referenced on the first page of this Warrant is not
greater than (i) the price per share at which the Shares were last issued
in an arms-length transaction in which at least $500,000 of the Shares were
sold and (ii) the fair market value of the Shares as of the date of this
Warrant, as determined by the Company’s Board of Directors.


 


(b)                                 All
Shares which may be issued upon the exercise of the purchase right represented
by this Warrant, and all securities, if any, issuable upon conversion of the
Shares, shall, upon issuance, be duly authorized, validly issued, fully paid
and nonassessable, and free of any liens and encumbrances except for
restrictions on transfer provided for herein or under applicable federal and
state securities laws.


 


(c)                                  The
Capitalization Table dated May 9, 2003 previously provided to Holder,
remains true and complete as of the Issue Date.


 


3.2                       Notice
of Certain Events. If the Company proposes at any time (a) to declare
any dividend or distribution upon any of its stock, whether in cash, property,
stock, or other securities and whether or not a regular cash dividend; (b) to
offer for sale additional shares of any class or series of the Company’s stock;
(c) to effect any reclassification or recapitalization


 


4

















 


of any of its stock; (d) to
merge or consolidate with or into any other corporation, or sell, lease,
license, or convey all or substantially all of its assets, or to liquidate,
dissolve or wind up; or (e) offer holders of registration rights the
opportunity to participate in an underwritten public offering of the company’s
securities for cash, then, in connection with each such event, the Company
shall give Holder: (1) at least 10 days prior written notice of the date
on which a record will be taken for such dividend, distribution, or
subscription rights (and specifying the date on which the holders of common
stock will be entitled thereto) or the consummation date of the matters
referred to in (c) and (d) above; (2) in the case of the matters
referred to in (c) and (d) above at least 10 days prior written
notice of the date when the same will take place (and specifying the date on
which the holders of common stock will be entitled to exchange their common
stock for securities or other property deliverable upon the occurrence of such
event); and (3) in the case of the matter referred to in (e) above,
the same notice as is given to the holders of such registration rights.


 


3.3                       Registration Under Securities Act of 1933, as
amended. The Company agrees
that the Shares or, if the Shares are convertible into common stock of the
Company, such common stock, shall have certain incidental, or “Piggyback,”
registration rights pursuant to and as set forth in the Company’s Amended and
Restated Investor Rights Agreement dated April 18, 2003. The provisions
set forth therein relating to the above in effect as of the Issue Date may not
be amended, modified or waived without the prior written consent of Holder
unless such amendment, modification or waiver affects the rights associated
with the Shares in the same manner as such amendment, modification, or waiver
affects the rights associated with all other shares of the same series and
class as the Shares granted to the Holder.


 


3.4                       No Shareholder Rights. Except as
provided in this Warrant, the Holder will not have any rights as a shareholder
of the Company until the exercise of this Warrant.


 


ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.
The Holder represents and warrants to the Company as follows:


 


4.1                       Purchase for Own Account. This Warrant
and the securities to be acquired upon exercise of this Warrant by the Holder
will be acquired for investment for the Holder’s account, not as a nominee or
agent, and not with a view to the public resale or distribution within the
meaning of the Act. Holder also represents that the Holder has not been formed
for the specific purpose of acquiring this Warrant or the Shares.


 


4.2                       Disclosure of Information. The Holder
has received or has had full access to all the information it considers
necessary or appropriate to make an informed investment decision with respect
to the acquisition of this Warrant and its underlying securities. The Holder
further has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of this Warrant and
its underlying securities and to obtain additional information (to the extent
the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to the Holder
or to which the Holder has access.


 


4.3                       Investment Experience. The Holder
understands that the purchase of this Warrant and its underlying securities
involves substantial risk. The Holder has experience as an investor in
securities of companies in the development stage and acknowledges that the
Holder can bear the economic risk of such Holder’s investment in this Warrant
and its underlying securities and has such knowledge and experience in
financial or business matters that the Holder is capable of evaluating the
merits and risks of its investment in this Warrant and its underlying
securities and/or has a preexisting personal or business relationship with the
Company and certain of its officers, directors or controlling persons of a
nature and duration that enables the


 


5

















 


Holder to be aware of the
character, business acumen and financial circumstances of such persons.


 


4.4                       Accredited
Investor Status. The Holder is an “accredited investor” within the meaning
of Regulation D promulgated under the Act.


 


4.5                       The Act.
The Holder understands that this Warrant and the Shares issuable upon exercise
or conversion hereof have not been registered under the Act in reliance upon a
specific exemption therefrom, which exemption depends upon, among other things,
the bona fide nature of the Holder’s investment intent as expressed herein. The
Holder understands that this Warrant and the Shares issued upon any exercise or
conversion hereof must be held indefinitely unless subsequently registered
under the 1933 Act and qualified under applicable state securities laws, or
unless exemption from such registration and qualification are otherwise
available.


 


ARTICLE 5. MISCELLANEOUS.


 


5.1                       Term:
This Warrant is exercisable in whole or in part at any time and from time to
time on or before the Expiration Date.


 


5.2                       Legends.
This Warrant and the Shares (and the securities issuable, directly or
indirectly, upon conversion of the Shares, if any) shall be imprinted with a
legend in substantially the following form:


 


THIS WARRANT
AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR
THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF
ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


5.3                       Compliance
with Securities Laws on Transfer. This Warrant and the Shares issuable upon
exercise of this Warrant (and the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) may not be transferred or assigned in
whole or in part without compliance with applicable federal and state
securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal
opinions reasonably satisfactory to the Company, as reasonably requested by the
Company). The Company shall not require Holder to provide an opinion of counsel
if the transfer is to Silicon Valley Bancshares (Holder’s parent company) or
any other affiliate of Holder. Additionally, the Company shall also not require
an opinion of counsel if there is no material question as to the availability
of current information as referenced in Rule 144(c), Holder represents
that it has complied with Rule 144(d) and (e) in reasonable
detail, the selling broker represents that it has complied with Rule 144(f),
and the Company is provided with a copy of Holder’s notice of proposed sale.


 


5.4                       Transfer
Procedure. Upon receipt by Holder of the executed Warrant, Holder will
transfer all of this Warrant to Silicon Valley Bancshares, Holder’s parent
company, by execution of an Assignment substantially in the form of Appendix 2.
Subject to the


 


6

















 


provisions of Article 5.3
and upon providing Company with written notice, Silicon Valley Bancshares and
any subsequent Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant (or the Shares issuable directly or
indirectly, upon conversion of the Shares, if any) to any transferee, provided,
however, in connection with any such transfer, Silicon Valley Bancshares or any
subsequent Holder will give the Company notice of the portion of the Warrant
being transferred with the name, address and taxpayer identification number of
the transferee and Holder will surrender this Warrant to the Company for
reissuance to the transferee(s) (and Holder if applicable). The Company
may refuse to transfer this Warrant or the Shares to any person who directly
competes with the Company, unless, in either case, the stock of the Company is
publicly traded.


 


5.5                       Notices. All notices and other communications from the Company to the Holder,
or vice versa, shall be deemed delivered and effective when given personally or
mailed by first-class registered or certified mail, postage prepaid, at such
address as may have been furnished to the Company or the Holder, as the case
may (or on the first business day after transmission by facsimile) be, in
writing by the Company or such holder from time to time. Effective upon receipt
of the fully executed Warrant and the initial transfer described in Article 5.4
above, all notices to the Holder shall be addressed as follows until the
Company receives notice of a change of address in connection with a transfer or
otherwise:


 


Silicon Valley Bancshares


Attn: Treasury Department


3003 Tasman Drive, HA 200


Santa Clara, CA 95054


Telephone: 408-654-7400


Facsimile: 408-496-2405


 


Notice to the Company shall be addressed as follows until the Holder
receives notice of a change in address:


 


GameFly, Inc.


Attn: Vice President—Finance


3000 Ocean Park Blvd., Suite 2014


Santa Monica, California 90405


Telephone: 310-664-6400


Facsimile: 310-664-6788


 


5.6                       Waiver. This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against
which enforcement of such change, waiver, discharge or termination is sought.


 


5.7                       Attorney’s Fees. In the event of any dispute between
the parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party
all costs incurred in such dispute, including reasonable attorney’s fees.


 


5.8                       Automatic Conversion upon Expiration. In the event that, upon the Expiration
Date, the fair market value of one Share (or other security issuable upon the
exercise hereof) as determined in accordance with Section 1.3 above is
greater than the Exercise Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to Section 1.2
above as to all Shares (or such other securities) for which it shall not
previously have been exercised or converted, and the Company shall promptly
deliver a certificate representing the Shares (or such other securities) issued
upon such conversion to the Holder.


 


7

















 


5.9                       Counterparts.
This Warrant may be executed in counterparts, all of which together shall
constitute one and the same agreement.


 


5.10                 Governing Law.
This Warrant shall be governed by and construed in accordance with the laws of
the State of California, without giving effect to its principles regarding
conflicts of law.


 


 


	
  “COMPANY”

  	
   

  
	
   

  	
   

  
	
  GAMEFLY,
  INC.

  	
  GAMEFLY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David
  Hodess

  	
   

  	
  By:

  	
  /s/ Jordan
  Posell

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  David Hodess

  	
   

  	
  Name:

  	
  Jordan
  Posell

  
	
   

  	
  (Print)

  	
   

  	
  (Print)

  
	
  Title: 

  	
  Chairman of
  the Board, President or

  Vice President

  	
  Title: 

  	
  Chief
  Financial Officer, Secretary,

  Assistant Treasurer or Assistant

  Secretary

  



 


 


	
  “HOLDER”

  	
   

  
	
   

  	
   

  
	
  SILICON
  VALLEY BANK

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Troy V.
  Erickson

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Troy V.
  Erickson

  	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
  Title:

  	
  V.P.

  	
   

  	
   

  



 


8














 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.                                       Holder elects to purchase                       shares
of the Common/Series                         Preferred
[strike one] Stock of GameFly, Inc. pursuant to the terms of the attached
Warrant, and tenders payment of the purchase price of the shares in full.


 


[or]


 


1.                                       Holder elects to convert the attached Warrant
into Shares/cash [strike one] in the manner specified in the Warrant. This
conversion is exercised for                                          of
the Shares covered by the Warrant.


 


[Strike
paragraph that does not apply.]


 


2.                                       Please issue a certificate or certificates
representing the shares in the name specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
  Holders
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


3.                                       By its execution below and for the benefit of
the Company, Holder hereby restates each of the representations and warranties
in Article 4 of the Warrant as the date hereof


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Date):

  	
   

  



 


9

















 


ASSIGNMENT


 


For
value received, Silicon Valley Bank hereby sells, assigns and transfers unto:


 


Name: Silicon Valley Bancshares


Address: 3003 Tasman Drive (HA-200)


Santa Clara, CA 95054


 


TaxID: 91-1962278


 


that
certain
Warrant to Purchase Stock issued by GameFly, Inc. (the “Company”), on September 3 , 2003 (the “Warrant”)
together with all rights, title and interest therein.


 


 


	
   

  	
  SILICON
  VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Troy V. Erickson

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
  Troy V. Erickson

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 


 


	
  Date:
  

  	
  September 3,
  2003

  	
   

  



 


 


By
its execution below, and for
the benefit of the Company, Silicon Valley Bancshares makes each of the
representations and warranties set forth in Article 4 of the Warrant as of
the date hereof.


 


 


	
   

  	
  SILICON
  VALLEY BANCSHARES

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paulette
  Mehas

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paulette Mehas

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer