Exhibit 10.29
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is made as of April 20, 2005, by and among
JAMDAT Mobile Inc., a Delaware corporation (the "Company") and the persons
listed on Schedule A hereto, each of which is herein referred to as an
"Investor."
RECITALS
WHEREAS, the Company and the Investors are parties to that certain Purchase
Agreement dated as of April 20, 2005 (the "Purchase Agreement");
WHEREAS, as a condition of the obligations of, and an inducement to, the parties
to consummate the purchase by the Company and sale by the Investors of the
membership interests of Blue Lava Wireless, LLC, a Hawaiian limited liability
company, contemplated by the Purchase Agreement, this Agreement shall be
executed and delivered;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereto agree as follows:
1.
REGISTRATION RIGHTS.
THE COMPANY COVENANTS AND AGREES AS
FOLLOWS:
1.1.
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT:
(A)
THE TERM "ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED.
(B)
THE TERM "COMMON STOCK" SHALL MEAN THE COMMON STOCK OF THE
COMPANY.
(C)
THE TERM "FORM S-3" MEANS SUCH FORM UNDER THE ACT AS IN EFFECT ON
THE DATE HEREOF OR ANY REGISTRATION FORM UNDER THE ACT SUBSEQUENTLY ADOPTED BY
THE SEC WHICH PERMITS INCLUSION OR INCORPORATION OF SUBSTANTIAL INFORMATION BY
REFERENCE TO OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC.
(D)
THE TERM "HOLDER" MEANS ANY PERSON OWNING OR HAVING THE RIGHT TO
ACQUIRE REGISTRABLE SECURITIES OR ANY ASSIGNEE THEREOF IN ACCORDANCE WITH
SECTION 1.9 HEREOF.
(E)
THE TERM "1934 ACT" SHALL MEAN THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
(F)
THE TERM "PERSON OR PERSONS" SHALL MEAN AN INDIVIDUAL,
CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, OR UNINCORPORATED ORGANIZATION,
OR A GOVERNMENT OR ANY AGENCY OR POLITICAL SUBDIVISION THEREOF.
(G)
THE TERM "REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A
REGISTRATION EFFECTED BY PREPARING AND FILING A REGISTRATION STATEMENT OR
SIMILAR DOCUMENT IN
1
COMPLIANCE WITH THE ACT, AND THE DECLARATION OR ORDERING OF EFFECTIVENESS OF
SUCH REGISTRATION STATEMENT OR DOCUMENT.
(H)
THE TERM "REGISTRABLE SECURITIES" MEANS (I) THE COMMON STOCK
ISSUABLE OR ISSUED TO THE INVESTORS PURSUANT TO THE PURCHASE AGREEMENT AND (II)
ANY COMMON STOCK ISSUED AS (OR ISSUABLE UPON THE CONVERSION, EXERCISE OR
EXCHANGE OF ANY WARRANT, RIGHT OR OTHER SECURITY WHICH IS ISSUED AS) A DIVIDEND
OR OTHER DISTRIBUTION WITH RESPECT TO, OR IN EXCHANGE FOR OR IN REPLACEMENT OF
THE SHARES REFERENCED IN (I) ABOVE, EXCLUDING IN ALL CASES, HOWEVER, ANY
REGISTRABLE SECURITIES (A) SOLD BY A PERSON IN A TRANSACTION IN WHICH THE RIGHTS
UNDER THIS SECTION 1 ARE NOT ASSIGNED, (B) REGISTERED UNDER THE ACT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT FILED THEREUNDER AND DISPOSED OF IN
ACCORDANCE WITH THE REGISTRATION STATEMENT COVERING THEM, OR (C) PUBLICLY SOLD
PURSUANT TO RULE 144 UNDER THE ACT.
(I)
THE NUMBER OF SHARES OF "REGISTRABLE SECURITIES THEN OUTSTANDING"
SHALL BE DETERMINED BY THE NUMBER OF SHARES OF COMMON STOCK THEN OUTSTANDING
WHICH ARE, AND THE