FINANCING AGREEMENT Dated as of March 11, 2022 by and among SPARK NETWORKS SE, as Parent and Borrower, SPARK NETWORKS, INC. and ZOOSK, INC., as Borrowers, EACH SUBSIDIARY OF PARENT LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors,...Financing Agreement • March 14th, 2022 • Spark Networks SE • Services-personal services • New York
FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME, THE TERM LOANS ARE BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. REQUESTS FOR INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT ON THE TERM LOANS MAY BE DIRECTED TO SPARK NETWORKS, INC., 3400 N. ASHTON BOULEVARD, SUITE 175, LEHI, UTAH 84043.
LOAN AGREEMENT dated as of July 1, 2019 among Spark Networks SE, as Administrative Borrower and as a Borrower,Loan Agreement • December 3rd, 2020 • Spark Networks SE • Services-personal services • New York
LOAN AGREEMENT dated as of July 1, 2019 (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Agreement”) among Spark Networks SE, a Societas Europaea (Europäische Gesellschaft) with registered seat in Munich, Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Berlin, Federal Republic of Germany (“Spark”), Spark Networks, Inc., a Delaware corporation (“Spark Inc.”), and Zoosk, Inc., a Delaware corporation (“Zoosk” and, together with Spark and Spark Inc., each a “Borrower”, and collectively, the “Borrowers”), the Subsidiaries of Spark that are Guarantors or become Guarantors hereunder pursuant to Section 8.10 hereof, the Lenders from time to time party hereto, BLUE TORCH FINANCE LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrativ
EXECUTION VERSION 140388342v2 MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119 September 8, 2023 Spark Networks, Inc. RiverPark Fourteen, 10808 South River Front Parkway, Suite 398 South Jordan, UT 84095 Attention: Colleen...Financing Agreement • September 12th, 2023 • Spark Networks SE • Services-personal services • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2021 • Spark Networks SE • Services-personal services
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [•] day of [•], 20__ (the “Effective Date”) by and between Spark Networks SE, a Societas Europaea under German Law, registered in the commercial register of the local court of Munich, Germany, under HRB 232591 (the “Company”), and [•] (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER among SPARK NETWORKS SE, CHEMISTRY INC., ZOOSK, INC. and FORTIS ADVISORS LLC AS THE HOLDERS’ REPRESENTATIVE Dated as of March 21, 2019Agreement and Plan of Merger • March 22nd, 2019 • Spark Networks SE • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of March 21, 2019 (the “Agreement Date”), is among Spark Networks SE, a European stock corporation (Societas Europaea, SE) with corporate seat in Germany (“Parent”), Chemistry Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Zoosk, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Holders’ Representative. Each of Parent, Merger Sub, the Company and the Holders’ Representative are referred to in this Agreement sometimes individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein without definition are defined in Section 9.12.
EXECUTION VERSION 140171865v6 MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119 September 1, 2023 Spark Networks, Inc. RiverPark Fourteen, 10808 South River Front Parkway, Suite 398 South Jordan, UT 84095 Attention: Colleen...Forbearance Agreement • September 7th, 2023 • Spark Networks SE • Services-personal services • New York
NAI-1537031781v1 EXECUTION VERSION MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119 May 25, 2023 Spark Networks, Inc. RiverPark Fourteen, 10808 South River Front Parkway, Suite 398 South Jordan, UT 84095 Attention: Chelsea...Financing Agreement • May 26th, 2023 • Spark Networks SE • Services-personal services • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS IS THE FIRST AMENDMENT (the “Amendment”), dated as of March 29, 2023, to that certain Employment Agreement (the “Agreement”), dated as of December 21, 2022, by and between by and between Spark Networks,...Employment Agreement • May 15th, 2023 • Spark Networks SE • Services-personal services
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2021 • Spark Networks SE • Services-personal services • Pennsylvania
This Employment Agreement (this “Agreement”) is effective as of August 10, 2021 (the “Effective Date”) by and between Social Net, Inc., a Delaware corporation (the “Company”) and wholly-owned subsidiary of Spark Networks, Inc., 3400 North Ashton Blvd., Suite #175, Lehi, Utah 84043 (“Spark Networks, Inc.”), and David Clark, an individual resident 3501 Goshen Rd, Newtown Square, PA 19073; USA, (Executive”).
General conditions of saleBlitz 17655 SE • August 16th, 2017
Between Typhon, simplified joint-stock company, with a capital of 100,100 Euros, registered with the Paris Companies and Trade Registry under number 480 288 976, with its Head Office situated at 41 rue de l’Echiquier, 75010 Paris, represented by Jules VO-DINH, in his role as President, duly authorized for the purposes hereof, hereinafter referred to as “Typhon SAS”, and SAMADHI SAS, with a capital of 93,111/60 Euros, registered with the Paris Companies and Trade Registry under number 495 405 789, with its Head Office at 38 rue Servan, 75544 Paris Cedex 11, hereinafter referred to as the “Customer”, together referred to as the “Parties” and individually as the “Party”, it has been agreed as follows:
ContractUnder Loan Agreement • August 23rd, 2021 • Spark Networks SE • Services-personal services • New York
Contract AmendmentSpark Networks SE • August 23rd, 2021 • Services-personal services
In amendment to the Executive Director Service Agreement from 29.05.2020 (“Executive Director Service Agreement”) the following amendment will be concluded:
MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119 September 15, 2023Financing Agreement • September 21st, 2023 • Spark Networks SE • Services-personal services • New York
Reference is hereby made to (a) that certain Financing Agreement, dated as of March 11, 2022, as amended by that certain Amended and Restated Amendment No. 1 to Financing Agreement, dated as of August 19, 2022, as further amended by that certain Amendment No. 2 to Financing Agreement and Forbearance Agreement, dated March 29, 2023, as further amended by that certain Amendment No. 3 to Forbearance Agreement and Financing Agreement, dated as of June 15, 2023, as further amended by that certain Amendment No. 8 to Forbearance Agreement and Amendment No. 4 to Financing Agreement, dated as of August 11, 2023, as further amended by that certain Amendment No. 9 to Forbearance Agreement and Amendment No. 5 to Financing Agreement, dated as of September 1, 2023 (as further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Financing Agreement”), by and among Spark Networks SE, a Societas Europaea (Europäische Gesellschaft) with registered
EXECUTION VERSION 138503720v5 MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119 June 15, 2023 Spark Networks, Inc. RiverPark Fourteen, 10808 South River Front Parkway, Suite 398 South Jordan, UT 84095 Attention: Chelsea...Financing Agreement • June 22nd, 2023 • Spark Networks SE • Services-personal services • New York
Contract AmendmentSpark Networks SE • June 17th, 2021 • Services-personal services
In amendment to the Executive Director Service Agreement from 29.05.2020 (“Executive Director Service Agreement”) the following amendment will be concluded:
WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement effective as of the Amendment Effective Date. SOCIALNET, INC. By: Name: Trini Szoyka Roberts Title: Secretary / Head of HR, US DAVID CLARKEmployment Agreement • March 16th, 2022 • Spark Networks SE • Services-personal services
EXECUTION VERSION 137922604v3 MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119 May 15, 2023 Spark Networks, Inc. RiverPark Fourteen, 10808 South River Front Parkway, Suite 398 South Jordan, UT 84095 Attention: Chelsea...Spark Networks SE • May 15th, 2023 • Services-personal services • New York
NAI-1537318999v5 EXECUTION VERSION RESIGNATION AGREEMENT between Spark Networks SE Kohlfurter Str. 41/43 10999 Berlin - hereinafter the “Parent” - Spark Networks, Inc. a Delaware corporation - hereinafter the “Subsidiary” (together with the Parent,...Spark Networks SE • July 11th, 2023 • Services-personal services • California
ContractBlitz 17655 SE • August 16th, 2017
Loan Agreement relating to Affinitas GmbH Dated 21/22/23 September 2016 by and among 1. Affinitas GmbH Kohlfurter Straβe 41/43. 10999 Berlin. registered with the commercial register of the local court of Chariottenburg in Berlin under HRB 115958 B (the “Borrower”) 2. persons and entities whose names and addresses are set out in Annex A to this Loan Agreement (such persons and entities each a “Lender” and collectively the “Lenders”) (the Lenders and the Borrower each a “Party” and collectively the “Parties”)
ContractSpark Networks SE • December 23rd, 2022 • Services-personal services
2 - 137006719v8 Agreement as further described below. Although under the Financing Agreement, at the request of the Required Lenders upon the occurrence and during the continuance of an Event of Default, the Obligations may be accelerated, and the...Financing Agreement • March 31st, 2023 • Spark Networks SE • Services-personal services • New York
2 - EU-265723 v1 presentation of legal solutions with regard to specific operational questions; advice for rele- vant legal questions; independent assessment of possible legal solutions, autonomous negoti- ations of contracts and other arrangements...Spark Networks SE • March 16th, 2022 • Services-personal services
the Company on the date on which such bonus is earned in order to be eligible to receive such bonus. (c) Benefits. Executive shall be entitled to participate, as long as he is an employee of the Company, in any and all of the Company’s present or...Employment Agreement • April 29th, 2019 • Spark Networks SE • Services-personal services • New York
LIMITED WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 12th, 2020 • Spark Networks SE • Services-personal services • New York
THIS LIMITED WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of May 20, 2020, by and among SPARK NETWORKS SE, a Societas Europaea (Europäische Gesellschaft) with registered seat in Munich, Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Berlin, Federal Republic of Germany (“Spark”), Spark Networks, Inc., a Delaware corporation (“Spark Inc.”) and Zoosk, Inc., a Delaware corporation (“Zoosk” and, together with Spark and Spark Inc., each a “Borrower”, and collectively, the “Borrowers”), the Guarantors signatory hereto, the Lenders signatory hereto and BLUE TORCH FINANCE LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement (as d
2 - (2) The Executive Director’s place of service is at the Company’s registered place of business, currently located in Berlin. The Executive Director is allowed to work partly from Philadel- phia, USA, while management decisions with regard to the...Service Agreement • March 16th, 2022 • Spark Networks SE • Services-personal services
139625835v6 MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119 August 11, 2023 Spark Networks, Inc. RiverPark Fourteen, 10808 South River Front Parkway, Suite 398 South Jordan, UT 84095 Attention: Colleen Brown Email:...Forbearance Agreement and Financing Agreement • August 14th, 2023 • Spark Networks SE • Services-personal services • New York
MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119Financing Agreement • October 25th, 2023 • Spark Networks SE • Services-personal services • New York
Reference is hereby made to (a) that certain Financing Agreement, dated as of March 11, 2022, as amended by that certain Amended and Restated Amendment No. 1 to Financing Agreement, dated as of August 19, 2022, as further amended by that certain Amendment No. 2 to Financing Agreement and Forbearance Agreement, dated March 29, 2023, as further amended by that certain Amendment No. 3 to Forbearance Agreement and Financing Agreement, dated as of June 15, 2023, as further amended by that certain Amendment No. 8 to Forbearance Agreement and Amendment No. 4 to Financing Agreement, dated as of August 11, 2023, as further amended by that certain Amendment No. 9 to Forbearance Agreement and Amendment No. 5 to Financing Agreement, dated as of September 1, 2023 (as further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Financing Agreement”), by and among Spark Networks SE, a Societas Europaea (Europiiische Gesellschaft) with registere
Contract4103773 V3 Employment Agreement • March 31st, 2023 • Spark Networks SE • Services-personal services • Pennsylvania
ContractEmployment Agreement • May 10th, 2022 • Spark Networks SE • Services-personal services
6\ffinitas § 5 Vergiltung Section § 5 Remuneration Der Arbeitnehmer erhalt ein monatliches Bruttoge Employee shall receive a monthly gross salary to halt in Hohe von 14.166,67 €, zahlbar jeweils nach the value of 14.166,67 €, payable subsequently...Spark Networks SE • April 29th, 2019 • Services-personal services
Framework Agreement/Master Service AgreementFramework Agreement • August 16th, 2017 • Blitz 17655 SE
EXECUTION VERSION 3 (a) Transition plans (with appropriate contingency plans) describing the tasks, methods, procedures and timing of the steps Provider shall take to transition responsibility and operations for a Tower to Provider and avoid...Spark Networks SE • September 15th, 2023 • Services-personal services • New York
ContractEmployment Agreement • April 13th, 2023 • Spark Networks SE • Services-personal services • Connecticut
ContractService Agreement • March 16th, 2022 • Spark Networks SE • Services-personal services
MGG INVESTMENT GROUP LP One Penn Plaza, 53rd Floor New York, New York 10119 October 6, 2023Financing Agreement • October 10th, 2023 • Spark Networks SE • Services-personal services
Reference is hereby made to (a) that certain Financing Agreement, dated as of March 11, 2022, as amended by that certain Amended and Restated Amendment No. 1 to Financing Agreement, dated as of August 19, 2022, as further amended by that certain Amendment No. 2 to Financing Agreement and Forbearance Agreement, dated March 29, 2023, as further amended by that certain Amendment No. 3 to Forbearance Agreement and Financing Agreement, dated as of June 15, 2023, as further amended by that certain Amendment No. 8 to Forbearance Agreement and Amendment No. 4 to Financing Agreement, dated as of August 11, 2023, as further amended by that certain Amendment No. 9 to Forbearance Agreement and Amendment No. 5 to Financing Agreement, dated as of September 1, 2023, as further amended by that certain Amendment No. 13 to Forbearance Agreement and Amendment No. 6 to Financing Agreement, dated as of September 29, 2023 (as further amended, restated, amended and restated, supplemented, replaced or otherwi
