SECURITIES PURCHASE AGREEMENT 11.0% SENIOR SECURED NOTES DUE 2010 and SERIES A CONVERTIBLE PREFERRED STOCK Dated as of August 17, 2005 by and among PENTHOUSE MEDIA GROUP INC., as Issuer EACH SUBSIDIARY OF PENTHOUSE MEDIA GROUP INC. LISTED AS A...Securities Purchase Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
Securities Purchase Agreement (this “Agreement”), dated as of August 17, 2005, by and among Penthouse Media Group Inc., a Delaware corporation, as issuer (the “Issuer”) of the Securities (as such term is defined below), each Subsidiary of the Issuer listed as a “Guarantor” on the signature pages hereto (as more fully defined below, each a “Guarantor,” and collectively the “Guarantors”), the holders of the Securities listed on Schedule 2.02 and from time to time party hereto (each a “Holder” and collectively, the “Holders”), and U.S. Bank National Association, as administrative agent and collateral agent for the Holders (in such capacity, the “Agent”).
FRIENDFINDER NETWORKS INC. STOCK OPTION AGREEMENTStock Option Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Florida
STOCK OPTION AGREEMENT (this “Agreement”), dated as of ________ (the “Grant Date”), between FriendFinder Networks Inc., a Nevada corporation (the “Company”) and ________________ (“Participant”).
ISSUER SECURITY AND PLEDGE AGREEMENTIssuer Security and Pledge Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS ISSUER SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of December 6, 2007 by and between Interactive Network, Inc., a Nevada corporation (the “Issuer”), and each Subsidiary of the Issuer listed on the signature pages hereto (the “Subsidiary Guarantors” and together with the Issuer, the “Grantors”) and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Agent”) for the Holders of the Notes party to that certain Sellers’ Security Agreement (as amended and in effect from time to time, the “Sellers’ Securities Agreement”) dated as of the date hereof, by and among the Issuer, the subsidiaries of the Issuer, Penthouse Media Group, Inc., a Nevada corporation (“PMGI”) and the subsidiaries of PMGI, the Holders, and the Agent as administrative agent and collateral agent for the Holders. This Agreement secures (i) the obligations of the Issuer under the Notes and (ii) the Guaranteed Obligations of the Subsidiary Guarantors
PARENT SECURITY AND PLEDGE AGREEMENTParent Security and Pledge Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS PARENT SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of December 6, 2007 by and between Penthouse Media Group, Inc., a Nevada corporation (the “Parent”), and each Subsidiary of the Parent listed on the signature pages hereto (the “Subsidiary Guarantors” and together with the Parent, the “Grantors”) and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Agent”) for the Holders of the Notes party to that certain Sellers’ Securities Agreement (as amended and in effect from time to time, the “Sellers’ Securities Agreement”) dated as of the date hereof, by and among Interactive Network, Inc. (the “Issuer”), the subsidiaries of the Issuer, the Parent and the subsidiaries of the Parent, the Holders, and the Agent as administrative agent and collateral agent for the Holders. This Agreement secures the Guaranteed Obligations of the Grantors arising with respect to the Notes.
Re: Amendment No. 2 and Waiver to Securities Purchase Agreement relating to Interactive Network, Inc.Securities Purchase Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
We write this Amendment No. 2 and Waiver to Securities Purchase Agreement (this “Amendment and Waiver”) in connection with that certain Securities Purchase Agreement, dated as of December 6, 2007, among Interactive Network, Inc., a Nevada corporation (the “Issuer”), the “Senior Guarantors” and “Subordinated Guarantors” defined therein and party thereto, the “Holders” defined therein and party thereto and U.S. Bank National Association as administrative agent and collateral agent for the Holders (the “Agent”), as amended by that certain Amendment No. 1 to Securities Purchase Agreement, dated as of January 14, 2008 (as so amended, the “SPA”). Terms capitalized but not defined in this Amendment and Waiver have the respective meanings ascribed in the SPA.
PENTHOUSE MEDIA GROUP INC. SECOND AMENDMENT AND LIMITED WAIVER TO SECURITIES PURCHASE AGREEMENTS FOR ACQUISITION AND RELATED TRANSACTIONSStock Purchase Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This SECOND AMENDMENT AND LIMITED WAIVER FOR ACQUISITION AND RELATED TRANSACTIONS (this "Waiver"), effective as of December 6, 2007 (the "Effective Date"), is entered into by and among Penthouse Media Group Inc., a Nevada corporation (the "Issuer") and the holders whose names appear on the signature pages hereto (the "Holders") of the Issuer's outstanding (a) 14.0% Senior Secured Notes due 2010 (as amended and restated as of the date hereof as 15.0% Senior Secured Notes due 2010, the "2005 Notes"), and (b) 15.0% Senior Secured Notes due 2010 (as amended and restated as of the date hereof, the "2006 Notes").
FIRST AMENDMENT TO GUARANTOR SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO ISSUER SECURITY AND PLEDGE AGREEMENT (this “Amendment”), dated as of August 28, 2006, amends the Guarantor Security and Pledge Agreement (the “Original Security Agreement”) entered into as of August 17, 2005 by and between the parties hereto, to wit: [ , a ] (the “Guarantor”), and U.S. Bank National Association, as administrative agent and collateral agent (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the respective meanings herein assigned to such terms in the Original Security Agreement (prior to this Amendment).
PENTHOUSE MEDIA GROUP INC. FIRST AMENDMENT AND LIMITED WAIVER TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT AND LIMITED WAIVER TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of August 28, 2006, amends the Securities Purchase Agreement (the “Purchase Agreement”) entered into as of August 17, 2005 by and among the parties hereto, to wit: Penthouse Media Group Inc., a Nevada corporation (formerly a Delaware corporation) (the “Issuer”), each Subsidiary of the Issuer listed as a “Guarantor” on the signature pages hereto (as more fully defined in the Purchase Agreement, each a “Guarantor,” and collectively the “Guarantors”), the holders of Notes listed on Schedule 2.02 to the Purchase Agreement (collectively, the “Holders”), and U.S. Bank National Association, as administrative agent and collateral agent for the Holders (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the respective meanings herein assigned to such terms in the Purchase Agreement and the interpretative rules set forth in Sections 1.02 through 1.04 of
INTERACTIVE NETWORK, INC. SENIOR SECURED NOTES DUE 2011 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment No. 1”), effective as of January 14, 2008 (the “Effective Date”), is entered into by and among Interactive Network, Inc., a Nevada corporation (the “Issuer”) and the holders whose names appear on the signature pages hereto (the “Holders”) of the Issuer’s outstanding Senior Secured Notes due 2011 (the “Senior Notes”).
SELLERS’ SECURITIES AGREEMENT $80,000,000 SUBORDINATED SECURED NOTES DUE 2011 PMGI WARRANTS Dated as of December 6, 2007 by and among INTERACTIVE NETWORK INC., as Issuer EACH SUBSIDIARY OF INTERACTIVE NETWORK INC., LISTED AS A SENIOR SUBORDINATED...Sellers’ Securities Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
AGREEMENT AND GENERAL RELEASEAgreement and General Release • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
Penthouse Media Group Inc., 2 Penn Plaza, 11th Floor, New York, New York 10121 (hereinafter “the Employer”) and Diane M. Silberstein, 1185 Park Avenue Apt. #10E, New York, New York 10128, her heirs and executors, (collectively referred to throughout this Agreement as “Employee”), agree that:
FIRST AMENDMENT TO ISSUER SECURITY AND PLEDGE AGREEMENTIssuer Security and Pledge Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO ISSUER SECURITY AND PLEDGE AGREEMENT (this “Amendment”), dated as of August 28, 2006, amends the Issuer Security and Pledge Agreement (the “Original Security Agreement”) entered into as of August 17, 2005 by and between the parties hereto, to wit: Penthouse Media Group Inc., a Nevada corporation (formerly a Delaware corporation) (the “Issuer”), and U.S. Bank National Association, as administrative agent and collateral agent (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the respective meanings herein assigned to such terms in the Original Security Agreement (prior to this Amendment).
ISSUER SECURITY AND PLEDGE AGREEMENTIssuer Security and Pledge Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS ISSUER SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of August 17, 2005 by and between Penthouse Media Group Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 6800 Broken Sound Parkway, Suite 100, Boca Raton, FL 33487 and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Agent”) for the Holders (collectively, the “Holders”) party to a Securities Purchase Agreement (as amended and in effect from time to time, the “Securities Purchase Agreement”) dated as of the date hereof, by and among the Issuer, the subsidiaries of the Issuer, as Guarantors, such “Holders,” and the Agent as administrative agent and collateral agent for the Holders. This Agreement secures the obligations of the Issuer under its 11.0% Senior Secured Promissory Notes due 2010 (the “Notes”), issued pursuant to the Securities Purchase Agreement, and under the other Note Documents.
GUARANTOR SECURITY AND PLEDGE AGREEMENTGuarantor Security and Pledge Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS GUARANTOR SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of August 17, 2005 by and between [ , a ] (the “Guarantor”), having its principal place of business at 6800 Broken Sound Parkway NW, Suite 100, Boca Raton, FL 33487 and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Agent”) for the Holders (collectively, the “Holders”) party to a Securities Purchase Agreement (as amended and in effect from time to time, the “Securities Purchase Agreement”) dated as of the date hereof, by and among Penthouse Media Group, Inc. (the “Issuer”), the subsidiaries of the Issuer, as Guarantors, such “Holders,” and the Agent as administrative agent and collateral agent for the Holders. This Agreement secures the obligations of the Guarantor under its guaranty of the Issuer’s 11.0% Senior Secured Promissory Notes due 2010 (the “Notes”), issued pursuant to the Securities Purchase Agreement, and under the other Note Documents.
Re: Amendment No. 2 and Waiver to Sellers’ Securities Agreement relating to the Subordinated Secured Notes due 2011 of Interactive Network, Inc.FriendFinder Networks Inc. • January 21st, 2010 • Services-computer programming, data processing, etc. • New York
We write this Amendment No. 2 and Waiver to Sellers’ Securities Agreement relating to the Subordinated Secured Notes due 2011 of Interactive Network, Inc. (this “Amendment and Waiver”) in connection with that certain Sellers’ Securities Agreement, dated as of December 6, 2007, among Interactive Network, Inc., a Nevada corporation (the “Issuer”), the “Senior Subordinated Guarantors” and “Junior Subordinated Guarantors” defined therein and party thereto, the “Holders” defined therein and party thereto and U.S. Bank National Association as administrative agent and collateral agent for the Holders (the “Agent”), as amended by that certain Amendment to Sellers’ Securities Agreement dated as of December 6, 2008 (as so amended, the “SSA”). Terms capitalized but not defined in this Amendment and Waiver have the respective meanings ascribed in the SSA.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of December 6, 2007, is by and among Various, Inc., a California corporation (the “Company”), Andrew B. Conru Trust Agreement, Andrew B. Conru Trustee (“Trust 1”), and Mapstead Trust, created on April 16, 2002, Lars and Marin Mapstead Trustees (“Trust 2” and, together with Trust 1, “Sellers”), Andrew B. Conru, an individual (“Founder 1”), Lars Mapstead, an individual (“Founder 2” and, together with Founder 1, the “Founders”), and Penthouse Media Group Inc., a Nevada corporation (“Purchaser”). The Company, Sellers and the Founders are sometimes referred to collectively as the “Seller Parties” and collectively with Purchaser as the “Parties.”
AMENDMENT TO SELLERS’ SECURITIES AGREEMENT’ Securities Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This AMENDMENT TO SELLERS’ SECURITIES AGREEMENT (this “Amendment”), dated as of December 6, 2008, is entered into by and among Interactive Network, Inc., a Nevada corporation (the “Issuer”) and the holders whose names appear on the signature pages hereto (the “Holders”) of the Issuer’s outstanding Subordinated Secured Notes due 2011 (the “Sellers’ Secured Notes”).
FRIENDFINDER NETWORKS INC. THIRD AMENDMENT AND LIMITED WAIVER TO SECURITIES PURCHASE AGREEMENTS October 8, 2009FriendFinder Networks Inc. • January 21st, 2010 • Services-computer programming, data processing, etc. • New York
This THIRD AMENDMENT AND LIMITED WAIVER (this “Amendment and Waiver”), effective as of the Effective Date (as defined below), is entered into by and among FriendFinder Networks Inc., formerly known as Penthouse Media Group Inc., a Nevada corporation (the “Issuer”), the guarantors whose names appear on the signature pages hereto (the “Guarantors”), the holders whose names appear on the signature pages hereto (the “Holders”) of the Issuer’s outstanding (a) notes originally issued as 11.0% Senior Secured Notes due 2010 (as heretofore amended and restated as 15.0% Senior Secured Notes due 2010, the “2005 Notes”), and (b) 15.0% Senior Secured Notes due 2010 (as heretofore amended and restated, the “2006 Notes”) and U.S. Bank National Association, as Administrative Agent and Collateral Agent under each of SPAs hereinafter referred to.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 21, 2007, is by and among Various, Inc., a California corporation (the “Company”), The Andrew B. Conru Trust, established November 6, 2001, Andrew B. Conru Trustee (“Trust 1”), and The Lars Mapstead Trust, established April 18, 2002, Lars and Marin Mapstead Trustees (“Trust 2” and, together with Trust 1, “Sellers”), Andrew B. Conru, an individual (“Founder 1”), Lars Mapstead, an individual (“Founder 2” and, together with Founder 1, the “Founders”), and Penthouse Media Group Inc., a Nevada corporation (“Purchaser”). The Company, Sellers and the Founders are sometimes referred to collectively as the “Seller Parties” and collectively with Purchaser as the “Parties.” Certain capitalized terms used in this Agreement and not otherwise defined herein have the meanings given to them in Article 11.
October 8, 2009FriendFinder Networks Inc. • January 21st, 2010 • Services-computer programming, data processing, etc.
This letter (the “Agreement”) summarizes our agreement for the amending of the below-referenced debt in connection with the closing of FriendFinder Networks Inc.’s (“FFN” or “Company”) Qualified IPO (as defined in the Sellers’ Securities Agreement as to the INI Second Lien Subordinated Secured Notes referenced below) and shall be binding upon all signatories hereto. Our intent is to enter into the various definitive agreements required by this Agreement (the “Definitive Agreements” and each a “Definitive Agreement”) prior to the effectiveness of FFN’s registration statement on Form S-1(No. 333-156414) relating to its initial public offering of common stock (the “Registration Statement”), which Definitive Agreements will set forth the definitive terms of the amendment and the other terms herein (including representations and warranties as to authority, and other customary provisions not covered in the paragraphs below) and shall supersede this Agreement. For the avoidance of doubt, howe
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada
This Commercial Lease Agreement (“Lease”), dated December 14, 2009, is made between Escondido Partners II, LLC, a Nevada limited liability company, herein called Landlord, and STREAMRAY INC., a Nevada corporation, herein called Lessee. Landlord hereby leases to Lessee and Lessee hereby leases from Landlord, the premises situated in the County of Clark, State of Nevada, and described as 6845 South Escondido Street, Suites #105 and 106, Las Vegas, Nevada 89119 (hereinafter the “Premises”) consisting of 6,976 (+/-) square feet. The Lease of 6845 South Escondido Street (“Property”), Suites #105 and 106 is subject to the terms and conditions set forth below. The Premises and the Property are shown in the plan attached hereto as EXHIBIT A.
AGREEMENTAgreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This Agreement, is dated as of December 17, 2009, by and between Andrew B. Conru Trust Agreement, having an address at 2125 1st Avenue #2904 Seattle, WA 98121 (“Conru Trust”) and FriendFinder Networks Inc, having an address at 6800 Broken Sound Parkway, Boca Raton, FL 33487 (the “Company”).
FRIENDFINDER NETWORKS INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada
RESTRICTED STOCK GRANT AGREEMENT dated as of ______, 20__ by and between FriendFinder Networks Inc., a Nevada corporation (the "Company"), and _______, having an address at _________________ (the "Recipient").
SECOND AMENDMENT TO LEASELease • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
THIS SECOND AMENDMENT TO LEASE (the "Second Amendment") is made as of the 18th day of December, 2009 (the "Effective Date") by and among, 6800 BROKEN SOUND LLC, a Florida limited liability company (the "Landlord") and FRIENDFINDER NETWORKS INC. (formerly known as Penthouse Media Group Inc.), a Nevada corporation (the "Tenant").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2005, among Penthouse Media Group Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Penthouse Magazine Letterhead] September 11, 2007 (the “Effective Date”)FriendFinder Networks Inc. • January 21st, 2010 • Services-computer programming, data processing, etc.
This Agreement sets forth the terms pursuant to which you (“Consultant”) will provide consulting services to Penthouse Media Group Inc. Inc., a Nevada corporation (the “Company”) and its affiliates.
AGREEMENTAgreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This Agreement, is dated as of December 17, 2009, by and between Daniel C. Staton, having an address at 6800 Broken Sound Parkway, Boca Raton, FL 33487 (“Staton”) and FriendFinder Networks Inc, having an address at 6800 Broken Sound Parkway, Boca Raton, FL 33487 (the “Company”).
As of October 8, 2009FriendFinder Networks Inc. • January 21st, 2010 • Services-computer programming, data processing, etc.
Pursuant to Section 3.14 and Section 6.16 of that certain 13% Subordinated Term Loan Note due 2011 (the “Note”), by FriendFinder Networks Inc. (formerly known as Penthouse Media Group Inc.) (the “Company” or “Issuer”)), payable to PET Capital Partners LLC as Agent for the Holders listed on Schedule I to the Note, and guaranteed by the Subsidiary Guarantors party thereto, the Agent and the undersigned Holders of a majority in principal amount of the outstanding Notes hereby agree to waive each of the covenants identified on Schedule A attached to this FFN/PET Capital Limited Waiver (this “Waiver”), solely to the extent described on Schedule A (with each such waiver being effective as of the date such waiver is required to negate breach or non-compliance with the applicable covenant); provided that each such waiver shall remain effective only if the Company complies with the applicable restated obligation (if any) with respect to such waiver described on Schedule A.
December 6, 2007FriendFinder Networks Inc. • January 21st, 2010 • Services-computer programming, data processing, etc.
Pursuant to Section 3.14 of that certain Penthouse Media Group Inc. 13% Subordinated Term Loan Notes due 2011 (the “Note”), among Penthouse Media Group Inc. (the “Company”), the Guarantors party thereto, and the Holders party thereto, the Holders hereby agree to waive each of the covenants identified on Schedule A attached to this Limited Waiver Letter Agreement June 2007 (this “Letter Agreement”), solely to the extent described on Schedule A (with each such waiver being effective as of the date such waiver is required to negate breach or non-compliance with the applicable covenant); provided that each such waiver shall remain effective only if the Company complies with the applicable restated obligation (if any) with respect to such waiver described on Schedule A.
AGREEMENTAgreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This Agreement, is dated as of December 17, 2009, by and between Marc H. Bell, having an address at 6800 Broken Sound Parkway, Boca Raton, FL 33487 (“Bell”) and FriendFinder Networks Inc, having an address at 6800 Broken Sound Parkway, Boca Raton, FL 33487 (the “Company”).
AGREEMENTAgreement • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This Agreement, is dated as of December 17, 2009, by and between Mapstead Trust, created on April 16, 2002, having an address at c/o Lars Mapstead, 180 Horizon Way, Aptos, CA 95003 (“Mapstead Trust”) and FriendFinder Networks Inc, having an address at 6800 Broken Sound Parkway, Boca Raton, FL 33487 (the “Company”).
