0001398432-09-000149 Sample Contracts

VARIOUS, INC. EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
Employee Proprietary Information Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California

In consideration of and as a condition of my employment by VARIOUS, INC. and/or by companies which it owns, controls, or is affiliated with, and their predecessors and successors (the “Company”), and the compensation previously, now and hereafter paid to me for such employment directly or through an agency, I hereby agree as follows, and confirm my compliance with the following during the entire course of employment with the Company or engagement in any other capacity whatsoever, whether as a consultant, independent contractor or in any other relationship:

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AGREEMENT AND GENERAL RELEASE
Agreement and General Release • April 27th, 2009 • 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:

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AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 27th, 2009 • 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.”

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STANDARD OFFICE LEASE-GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
Office Lease-Gross • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 27th, 2009 • 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.

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August 17, 2005
FriendFinder Networks Inc. • April 27th, 2009 • Services-computer programming, data processing, etc.

Reference is made to the Management Agreement between Penthouse Media Group Inc. (the “Company”) and Bell & Staton, Inc. (the “Manager”), dated as of October 5, 2004 (the “Management Agreement”) and to the Securities Purchase Agreement between the Company, U.S. Bank, National Association, as Administrative Agent and Collateral Agent, and certain others, dated the date hereof (the “Securities Purchase Agreement”).

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Penthouse Magazine Letterhead] December 11, 2006 (the “Effective Date”)
FriendFinder Networks Inc. • April 27th, 2009 • Services-computer programming, data processing, etc.

This Agreement sets forth the terms pursuant to which Starsmith LLC (“Starsmith”), a New York limited liability company, will provide consulting services to Penthouse Media Group Inc., a Nevada corporation, and its affiliates (collectively, the “Company”).

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VARIOUS, INC. AMENDMENT TO BONUS AWARD AGREEMENT
Bonus Award Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Various, Inc., a California corporation (the “Company”) and Rob Brackett (“Executive”) hereby amend as of the 5th day of December, 2007, the Bonus Award Agreement (the “Bonus Award Agreement”) between the Company and Executive, as follows:

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ASSIGNMENT AGREEMENT
Assignment Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California

THIS ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of December, 2007 by and between Penthouse Media Group Inc., a Nevada corporation (“Assignor”), and Interactive Network, Inc., a Nevada corporation (“Assignee”), and is agreed to and acknowledged by Various, Inc., the Andrew B. Conru Trust Agreement, Andrew B. Conru Trustee, the Mapstead Trust, created on April 16, 2002, Lars and Marin Mapstead Trustees, Andrew B. Conru and Lars Mapstead (collectively, the “Seller Parties”). Capitalized terms used without definitions shall have the meaning set forth in the Stock Purchase Agreement (as defined below).

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Penthouse Magazine Letterhead] September 11, 2007 (the “Effective Date”)
FriendFinder Networks Inc. • April 27th, 2009 • 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.

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Contract
FriendFinder Networks Inc. • April 27th, 2009 • Services-computer programming, data processing, etc. • California

THIS SECURITY AND THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED ON THE TERMS AND CONDITIONS SET FORTH HEREIN TO ALL OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH SENIOR INDEBTEDNESS, AS DEFINED IN THIS SECURITY. NO HOLDER SHALL EXERCISE ANY RIGHT OR REMEDY THAT COULD CONTRAVENE OR IMPAIR THE RIGHTS OF THE HOLDERS OF THE SENIOR INDEBTEDNESS.

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Contract
Securities Purchase Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

THIS SECURITY AND THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED ON THE TERMS AND CONDITIONS SET FORTH HEREIN TO ALL OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH DESIGNATED SENIOR DEBT, AS DEFINED IN THIS SECURITY. NONE OF THE HOLDERS OR ANY AGENT SHALL EXERCISE ANY RIGHT OR REMEDY THAT COULD CONTRAVENE OR IMPAIR THE RIGHTS OF THE HOLDERS OF DESIGNATED SENIOR DEBT.

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MODIFICATION OF LEASE Amendment to lease that adds Suite 151B
Modification of Lease • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada
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REGISTRATION RIGHTS AGREEMENT (Sellers’ Note)
Registration Rights Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of December 6, 2007 between Penthouse Media Group Inc., a Nevada corporation (the “Company”), and the holders listed on the signature pages hereto, together with any transferees who become parties to this agreement in accordance with Section 8 hereof (the “Sellers’ Note Rights Holders”).

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SELLERS’ SUBORDINATED SECURED NOTE
Intercreditor Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.

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MANAGEMENT AGREEMENT
Management Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

AGREEMENT made as of the 5th day of October, 2004 between PENTHOUSE MEDIA GROUP INC., a Delaware corporation (the “Company”) having an office at Two Pennsylvania Plaza, New York, New York 10121 and BELL & STATON, INC., a Florida corporation, formerly Bell & Staton, LLC (the “Manager”), having an office at 6800 Broken Sound Parkway, Boca Raton, Florida 33487.

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GUARANTY
Guaranty • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.

Effective as of the date first written above, PMGI (“Guarantor”) hereby unconditionally and irrevocably guaranties to the Holder, and the Holder’s successors and assigns, the punctual payment by Issuer when due, whether at stated maturity, by acceleration or otherwise, of all indebtedness now or in the future evidenced by or owed under the foregoing 6% Subordinated Convertible Note due 2011 (the “Note”), whether for principal, interest, fees, expense reimbursements or otherwise (the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Holder in enforcing any rights under the terms of the guaranty set forth herein (the “Guaranty”).

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VOTING AGREEMENT
Voting Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

THIS AGREEMENT is made as of the 6th day of July, 2005, by and among Barry Florescue (“Florescue”), Marc H. Bell (“Bell”) and Daniel C. Staton (“Staton”).

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”) dated as of May 14, 2008 (“Amendment Effective Date”) amends that certain Registration Rights Agreement by and among Penthouse Media Group Inc., a Nevada corporation (the “Company”), Andrew B. Conru Trust Agreement (“Holder 1”) and Mapstead Trust, created on April 16, 2002 (“Holder 2”, and collectively with Holder 1 the “Holders”) dated as of December 6, 2007 (the “Registration Rights Agreement”).

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VARIOUS, INC. BONUS AWARD AGREEMENT
Bonus Award Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California

THIS AGREEMENT is entered into as of the 13th day of November, 2007 (the “Effective Date”) by and between Various, Inc., a California corporation (the “Company”) and Rob Brackett (“Executive”).

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MODIFICATION OF LEASE Amendment to lease that extends the lease term and increases rent
Modification of Lease • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada
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