RECITALSShare Purchase Agreement • December 12th, 2005 • Spark Networks PLC • Services-business services, nec • New York
CREDIT AGREEMENT Dated as of February 14, 2008 among SPARK NETWORKS LIMITED, as the Borrower, SPARK NETWORKS, INC., as the Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto...Credit Agreement • February 19th, 2008 • Spark Networks Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 14, 2008, among SPARK NETWORKS LIMITED, a company organized under the laws of England and Wales (the “Borrower”), SPARK NETWORKS, INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SPARK NETWORKS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of ________, 2006Deposit Agreement • February 8th, 2006 • Spark Networks PLC • Services-business services, nec • New York
DEPOSIT AGREEMENT dated as of ___________, 2005 among SPARK NETWORKS PLC, incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Beneficial Owners (as hereinafter defined) from time to time of American Depositary Receipts issued hereunder.
YOBON INC.Note and Warrant Purchase Agreement • March 10th, 2005 • Spark Networks PLC • California
LEASE BETWEEN THE IRVINE COMPANY LLC AND SPARK NETWORKS USA, LLCLease • March 8th, 2013 • Spark Networks Inc • Services-business services, nec • California
THIS LEASE is made as of the 1st day of February, 2013, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and SPARK NETWORKS USA, LLC, a Delaware limited liability company, hereafter called “Tenant.”
RIGHTS AGREEMENT July 9, 2007 by and between SPARK NETWORKS, INC. and THE BANK OF NEW YORK as Rights AgentRights Agreement • July 9th, 2007 • Spark Networks Inc • Services-business services, nec • New York
This Rights Agreement (the “Agreement”) is made and entered into as of July 9, 2007 by and between SPARK NETWORKS, INC. , a Delaware corporation (the “Company”), and The Bank of New York, a banking corporation organized under the laws of the State of New York, as rights agent (the “Rights Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2016 • Spark Networks Inc • Services-business services, nec • California
This Amended and Restated Employment Agreement (this “Agreement”) is effective as of January 1, 2017 (the “Effective Date”) by and between Spark Networks, Inc., a Delaware corporation (the “Company”), and Robert O’Hare, an individual resident in California (“Executive”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • September 8th, 2016 • Spark Networks Inc • Services-business services, nec
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into as of the date written below by and between Shailen Mistry (“Employee”), and SPARK NETWORKS, INC., a Delaware corporation (the “Company”).
SPARK NETWORKS, INC. 4,050,870 Shares of Common Stock Underwriting AgreementSpark Networks Inc • November 20th, 2013 • Services-business services, nec • New York
Spark Networks, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule II hereto (the “Selling Stockholders”), confirm their respective agreements with you, as representatives (the “Representatives”) of the several Underwriters listed in Schedule I hereto (the “Underwriters”), with respect to the sale by the Selling Stockholders, acting severally and not jointly, of an aggregate of 4,050,870 shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (“Common Stock”), of the Company, with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in the column “Total Number of Firm Shares to be Sold” in Schedule II hereto. In addition, at the option of the Underwriters, the Selling Stockholders propose to sell, subject to the terms and conditions stated herein, to the Underwriters up to an additional 607,630 shares of Common Stock (collectively, the “Optional Shares”) with each of the Selling Stockholder
SPARK NETWORKS, INC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONSpark Networks Inc • December 29th, 2015 • Services-business services, nec
On October 14, 2015, Spark Networks, Inc. (the “Company”) and its subsidiary, LOV USA LLC, entered into an agreement and plan of merger (the “Agreement”) with Smooch Labs Inc. (“Smooch”), an unrelated third party and owner of the dating application, JSwipe, and certain other parties related to Smooch, including the founders of Smooch.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 19th, 2006 • Spark Networks PLC • Services-business services, nec • New York
This Share Purchase Agreement (this “Agreement”) is made as of June 13, 2006, by and among Great Hill Investors, LLC, a Massachusetts limited liability company, whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHI”) and Great Hill Equity Partners III, LP, a Delaware limited partnership, whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHEP”) and Tiger Global II, L.P., a Delaware limited partnership, whose registered office is located at 101 Park Avenue, 48th Floor, New York, New York 10178 (“TGII”), Tiger Global, L.P., a Delaware limited partnership, whose registered office is located at 101 Park Avenue, 48th Floor, New York, New York 10178 (“TGLP”), Tiger Global, Ltd., an exempted company formed under the laws of the Cayman Islands, whose registered office is located at c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, Britis
REGISTRATION RIGHTS AGREEMENT among NEW PARENT and THE OTHER PARTIES NAMED HEREIN Dated: [ ], 2017Registration Rights Agreement • May 3rd, 2017 • Spark Networks Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT, dated [ ], 2017 (this “Agreement”), among Blitz 17-655 SE, a European Stock corporation (Societas Europaea, SE) organized and existing under the laws of, and with corporate seat in, the Federal Republic of Germany (the “Company”), and the holders of Registrable Securities (as defined) set forth on Schedule A or otherwise signatories hereto from time to time (the “Holders”).
EXHIBIT 10.7 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), effective as of October 4, 2004, is entered into by and between MATCHNET PLC, an English company (the "Company"), with its principal office at 8383 Wilshire...Executive Employment Agreement • March 10th, 2005 • Spark Networks PLC • California
VOTING AGREEMENTVoting Agreement • August 8th, 2017 • Spark Networks Inc • Services-business services, nec • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of May 2, 2017, by and among Affinitas GMBH, a German limited company (“Parent”), Blitz 17-655 SE a European stock corporation (Societas Europaea, SE) with corporate seat in Germany (“New Parent”) and Chardonnay Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of New Parent (“Merger Sub”), on the one hand, and the stockholders listed on the signature pages hereto (collectively, the “Stockholders” and each a “Stockholder”), on the other hand.
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 31st, 2008 • Spark Networks Inc • Services-business services, nec
THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of December 29, 2008 between Spark Networks, Inc. (the “Company”) and Brett Zane (“Executive”), the Company’s Chief Financial Officer. Capitalized terms used herein and not defined shall have the meanings given to them in the Executive Employment Agreement, effective November 27, 2007, between Executive and the Company (the “Agreement”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 12th, 2005 • Spark Networks PLC • Services-business services, nec • New York
This Share Purchase Agreement (the “Agreement”) is made as of December 1, 2005, by and among Great Hill Investors, LLC, a Massachusetts limited liability company, whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHI”), Great Hill Equity Partners II Limited Partnership, a Delaware limited partnership, whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHEP”) and Great Hill Affiliate Partners II Limited Partnership, a Delaware limited partnership whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHAP), and Alon Carmel, an individual, whose resident address is located 256 South Rodeo Drive, Beverly Hills, CA 90211 USA (the “Seller”). Each of GHI, GHEP and GHAP are referred to as a “Buyer.”
EXECUTIVE EMPLOYMENT AGREEMENT (as amended and restated effective February 11, 2014)Executive Employment Agreement • February 18th, 2014 • Spark Networks Inc • Services-business services, nec • California
This Executive Employment Agreement (“Agreement”) is made effective as of February 11, 2014 (“Effective Date”), by and between Spark Networks, Inc., a Delaware Corporation (“Company”) and Gregory R. Liberman (“Executive”) and amends, restates, supersedes and replaces in its entirety the Executive Employment Agreement originally dated April 11, 2011, as subsequently amended, that was previously entered into with Executive.
STANDSTILL AGREEMENTStandstill Agreement • December 12th, 2005 • Spark Networks PLC • Services-business services, nec • New York
This STANDSTILL AGREEMENT (this “Agreement”) is made as of December 1, 2005, by and between Spark Networks plc, a public limited company registered in England and Wales under number 3628907 whose registered office is located at 24-26 Arcadia Avenue, Finchley Central, London N3 2JU, England (the “Company”), and Great Hill Equity Partners II, Limited Partnership, a Delaware limited liability company whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“Shareholder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2007 • Spark Networks Inc • Services-business services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made as of July 9, 2007, by and between Spark Networks, Inc., a Delaware corporation (the “Corporation”), and (the “Indemnitee”).
EXHIBIT 10.9 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), effective as of the 1st day of March 2005 (the "Effective Date"), is entered into by and between Spark Networks plc, an English public limited company (the...Executive Employment Agreement • March 10th, 2005 • Spark Networks PLC • California
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 27th, 2007 • Spark Networks Inc • Services-business services, nec • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), effective as of November 27, 2007, is entered into by and between Spark Networks, Inc., a Delaware corporation (the “Company”), with its principal office at 8383 Wilshire Boulevard, Suite 800, Beverly Hills, California 90211, and Brett Zane, an individual residing at [address] (the “Executive”).
DIRECTOR AGREEMENT]Director Agreement • November 7th, 2005 • Spark Networks PLC • Services-business services, nec • England
LEASE TERMINATION AGREEMENTLease Termination Agreement • September 22nd, 2017 • Spark Networks Inc • Services-business services, nec
AMENDMENT TO ASSET PURCHASE AGREEMENT DATED 27/11/03Asset Purchase Agreement • September 16th, 2005 • Spark Networks PLC • Services-business services, nec
SPARK NETWORKS PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of , 2006Deposit Agreement • February 8th, 2006 • Spark Networks PLC • Services-business services, nec • New York
DEPOSIT AGREEMENT dated as of , 2005 among SPARK NETWORKS PLC, incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Beneficial Owners (as hereinafter defined) from time to time of American Depositary Receipts issued hereunder.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • August 12th, 2014 • Spark Networks Inc • Services-business services, nec
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into as of August 8, 2014 by and between Gregory R. Liberman (“Employee”), and SPARK NETWORKS, INC., a Delaware corporation (the “Company”).
Warrant AgreementWarrant Agreement • August 10th, 2016 • Spark Networks Inc • Services-business services, nec • Delaware
This WARRANT AGREEMENT (“Agreement”), dated as of August 9, 2016, is by and between SPARK NETWORKS, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and PEAK6 INVESTMENTS, L.P., a Delaware limited partnership (collectively, with its registered assigns as detailed below, the “Holder”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 29th, 2009 • Spark Networks Inc • Services-business services, nec • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of September 29, 2009 (the “Amendment”) is entered into among Spark Networks Limited, a company organized under the laws of England and Wales (the “Borrower”), Sparks Networks, Inc., a Delaware corporation (the “Parent”), the Subsidiary Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 3rd, 2011 • Spark Networks Inc • Services-business services, nec
THIS AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of December 29, 2010 between Spark Networks, Inc. (the “Company”) and Adam S. Berger (“Executive”), the Company’s Chief Executive Officer. Capitalized terms used herein and not defined shall have the meanings given to them in the Executive Employment Agreement, effective February 12, 2007, between Executive and the Company’s wholly-owned subsidiary, Spark Networks Limited (formerly known as Spark Networks plc, the “Subsidiary”), and which the Company assumed as the Subsidiary’s successor and assign in a reorganization as of July 9, 2007 (as amended December 29, 2008, the “Agreement”).
EXHIBIT 10.8 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), effective as of October 4, 2004, is entered into by and between MATCHNET PLC, an English company (the "Company"), with its principal office at 8383 Wilshire...Executive Employment Agreement • March 10th, 2005 • Spark Networks PLC • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2015 • Spark Networks Inc • Services-business services, nec • California
This Agreement is made and entered into on April 16, 2015 and effective as of May 1, 2015 (the “Effective Date”) by and between Spark Networks, Inc., a Delaware corporation (the “Company”), and John Volturo (“Executive”).
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 31st, 2008 • Spark Networks Inc • Services-business services, nec
THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of December 29, 2008 between Spark Networks, Inc (the “Company”) and Gregory R. Liberman (“Executive”), the Company’s President and Chief Operating Officer. Capitalized terms used herein and not defined shall have the meanings given to them in the Employment Agreement, effective August 31, 2005, between Executive and the Company, as amended by Amendment No. 1 to Employment Agreement, effective March 15, 2006 and Amendment No. 2 to Employment Agreement, effective November 27, 2006 (the “Agreement”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 3rd, 2015 • Spark Networks Inc • Services-business services, nec • New York
This EIGHTH AMENDMENT TO CREDIT AGREEMENT dated as of January 28, 2015 (the “Amendment”) is entered into among Spark Networks USA, LLC, a Delaware limited liability company (the “Borrower”), Sparks Networks, Inc., a Delaware corporation (the “Parent”), the Subsidiary Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSIGNMENT AND ASSUMPTIONCredit Agreement • February 8th, 2011 • Spark Networks Inc • Services-business services, nec • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSIGNMENT AND ASSUMPTION dated as of February 7, 2011 (the “Agreement”) is entered into among Spark Networks Limited, a company organized under the laws of England and Wales (the “Prior Borrower”), Sparks Networks, Inc., a Delaware corporation (the “Parent”), Spark Networks USA, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2006 • Spark Networks PLC • Services-business services, nec
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of November 27, 2006 by and between Spark Networks plc (the “Company”) and Gregory R. Liberman (“Executive”), the Company’s President and Chief Operating Officer. Capitalized terms used herein and not defined shall have the meanings given to them in the Employment Agreement, effective August 31, 2005, between Executive and the Company, as amended by Amendment No. 1 To Employment Agreement, effective March 15, 2006 (the “Agreement”).
