SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 20th, 2015 • Snap Interactive, Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2015, between Snap Interactive, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
12% SENIOR SECURED CONVERTIBLE NOTE DUE FEBRUARY 13, 2017Snap Interactive, Inc • February 20th, 2015 • Services-business services, nec • New York
THIS 12% SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Note of Snap Interactive, Inc., a Delaware corporation (the “Company”), having its principal place of business at 462 Seventh Avenue, 4th Floor, New York, New York 10018 (this “Note”).
COMMON STOCK PURCHASE WARRANT snap interactive, inc.Snap Interactive, Inc • February 20th, 2015 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the earlier to occur of (i) the close of business on the five (5) year anniversary of the Initial Exercise Date and (ii) a Change of Control Transaction (as defined below) (the date of such earlier event to occur, the “Termination Date”) but not thereafter, to subscribe for and purchase from Snap Interactive, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • February 20th, 2015 • Snap Interactive, Inc • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of February 13, 2015 (this “Agreement”), is by and among Snap Interactive, Inc., a Delaware corporation (the “Company”), the Subsidiary of the Company that is a signatory hereto (the “Subsidiary” and together with the Company, the “Debtors”) and the holder of the Company’s 12% Senior Secured Convertible Notes due February 13, 2017, in the original aggregate principal amount of $3,000,000 (collectively, the “Notes”) that is a signatory hereto, its endorsees, transferees and assigns (the “Secured Party”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 20th, 2015 • Snap Interactive, Inc • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of February 13, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchaser signatory (together with its Affiliates and their permitted assigns, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between Snap Interactive, Inc., a Delaware corporation (the “Company”) and the Purchaser.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • February 20th, 2015 • Snap Interactive, Inc • Services-business services, nec • New York
THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is made as of February 13, 2015 (the “Effective Date”) by and between Sigma Capital Advisors, LLC, a Delaware limited liability company (the “Service Provider”), and Snap Interactive, Inc., a Delaware corporation (the “Company”).
