YouNow, Inc. Sample Contracts

Contract
A Legal Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • California

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APPLE INC. ("APPLE") STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS AN APPLE DEVELOPER. PLEASE READ THIS APPLE DEVELOPER AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE "AGREE" BUTTON AND CHECKING THE BOX AT THE BOTTOM OF THIS PAGE. BY PRESSING "AGREE," YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "CANCEL".

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THE PROPS FOUNDATION PUBLIC BENEFIT CORPORATION TOKEN GRANT AGREEMENT
Token Grant Agreement • July 10th, 2019 • YouNow, Inc. • Finance services • New York

The person named below in Section I (“Recipient”) has been granted Props Tokens (the “Tokens”) by The Props Foundation Public Benefit Corporation, a Delaware public benefit corporation (“Props PBC”), subject to the terms and conditions of this Token Grant Agreement (the “Agreement”). Props PBC is a wholly-owned subsidiary of YouNow, Inc. (“YouNow”).

Google Play Developer Distribution Agreement Effective as of April 15, 2019 (view archived version)
Google Play Developer Distribution Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • California
PROPS APP SERVICES AGREEMENT
Props App Services Agreement • November 1st, 2019 • YouNow, Inc. • Finance services • New York

This Props App Services Agreement (the “Agreement”) is made and entered into as of , 2019 (the “Effective Date”) by YouNow, Inc., a Delaware corporation (“YouNow”) and PeerStream, Inc., a Delaware corporation (“App Developer”). YouNow and App Developer may collectively be referred to as the “Parties” and individually as a “Party”.

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • New York

This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of April 3, 2019, by and among YouNow, Inc., a Delaware corporation (the “Corporation”) and the holders of the Corporation’s Common Stock, par value $0.001 per share (the “Common Stock”) listed on Schedule 1 hereto (collectively, the “Stockholders”, including the Founder (as defined below.

Amended and Restated Master Services Agreement
Master Services Agreement • January 30th, 2020 • YouNow, Inc. • Finance services • New York

This Master Services Agreement (“MSA”) is entered into as of the date of the last signature below (the “Effective Date”) by and between YouNow, Inc., a Delaware company (collectively with its affiliates, “YouNow”), and PeerStream, Inc., a Delaware company (“PeerStream”). In connection with this MSA, the parties are also entering into a Deferred Delivery Agreement in the form attached hereto as Exhibit A (“DDA”, and, collectively with the MSA, the “Agreement”). The parties agree as follows:

YOUNOW PARTNER AMENDMENT AGREEMENT
Agreement • June 19th, 2019 • YouNow, Inc. • Finance services

This YouNow Partner Broadcaster Amendment ("Broadcaster Amendment") amends the YouNow Terms of Use between YouNow, Inc. ("YouNow", "we, " "us, " "our") and ("You" or "Your"). The Terms of Use are referred to in this Broadcaster Amendment as the "Agreement." Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement.

Re. Partner Agreement with YouNow, Inc.
Letter Agreement • June 19th, 2019 • YouNow, Inc. • Finance services

We would be delighted to benefit from your advice and services for YouNow, Inc., a Delaware corporation (hereinafter the “Company” or “we”). Please review the terms of this Letter Agreement (this “Agreement”) and confirm your decision to serve as an independent partner for the Company by executing below. For purposes of this Agreement, you may be referred to herein as the “ Partner” or “ you ”.

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • New York

THIS AGREEMENT, entered into on [Date] by and between YouNow Inc. a Delaware corporation with a principal place of business located at 1441 Broadway, 14th Floor, New York, NY 10018 (“YouNow”), and [Adviser], a Contractor whose address is [Address] (“Contractor”), is made with reference to the following facts:

Advisor Agreement with YouNow, Inc.
Advisor Agreement • June 19th, 2019 • YouNow, Inc. • Finance services

We would be delighted to benefit from your advice and services for YouNow, Inc., a Delaware corporation (hereinafter the “Company” or “we”). Please review the terms of this Letter Agreement (this Agreement”) and confirm your decision to serve as an independent advisor for the Company by executing below. For purposes of this Agreement, you may be referred to herein as the “Advisor” or “you”.

YOUNOW, INC. VOTING AGREEMENT
Voting Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • New York

THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of April 3, 2019, by and among YOUNOW, INC., a Delaware corporation (the “Company”), and those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Stockholders”).

Re. Advisor Agreement with YouNow, Inc.
Letter Agreement • June 19th, 2019 • YouNow, Inc. • Finance services

We would be delighted to benefit from your advice and services for YouNow, Inc., a Delaware corporation (hereinafter the “Company” or “we”). Please review the terms of this Letter Agreement (this “Agreement”) and confirm your decision to serve as an independent advisor for the Company by executing below. For purposes of this Agreement, you may be referred to herein as the “Advisor” or “you”.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • Delaware

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [DATE], by and between YOUNOW, INC., a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”).

YOUNOW, INC. AMENDMENT NO. 1 TO SAFT (SIMPLE AGREEMENT FOR FUTURE TOKENS)
Simple Agreement for Future Tokens • June 19th, 2019 • YouNow, Inc. • Finance services

THIS AMENDMENT NO. 1 TO SIMPLE AGREEMENT FOR FUTURE TOKENS (the “Amendment”) is made and entered into as of the Effective Date set forth above by and among YOUNOW, INC., a Delaware corporation (the “Company”), and the undersigned Purchasers each of which are parties to a Simple Agreement for Future Tokens (the “SAFTs”) with aggregate Purchase Amounts currently outstanding of $22,985,244.51. Unless otherwise defined herein, the capitalized terms herein shall have the same meanings given them in the SAFTs.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 3rd, 2020 • YouNow, Inc. • Finance services • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 26th day of February, 2020, by and between YouNow Media, LLC, a Delaware limited liability company (“Purchaser”), and YouNow, Inc., a Delaware corporation (“Seller”). Certain capitalized terms used herein are defined in Article XI hereof.

PEERSTREAM PROPS APP SERVICES AGREEMENT
Peerstream Props App Services Agreement • June 15th, 2020 • YouNow, Inc. • Finance services • New York

This Props App Services Agreement (the “Agreement”) is made and entered into as of February 11, 2020 (the “Effective Date”) by YouNow, Inc., a Delaware corporation (“YouNow”) and PeerStream, Inc., a Delaware corporation (“App Developer”). YouNow and App Developer may collectively be referred to as the “Parties” and individually as a “Party”.

Amendment to Engagement Letter
Token Option Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • New York

Pursuant to Section 17 of that certain amended and restated engagement letter entered into by and between CoinFund Global LLC (“You”) and YouNow, Inc. (the “Company”), dated February 8, 2018 (the “Engagement Letter”), You and the Company hereby agree pursuant to this Amendment to Engagement Letter (this “Amendment”) that:

First Amendment to Master Services Agreement
Master Services Agreement • September 27th, 2019 • YouNow, Inc. • Finance services • New York

This First Amendment to the Master Services Agreement (“Amendment”) is entered into as of the date of the last signature below (the “Effective Date”) by and between YouNow, Inc., a Delaware company (collectively with its affiliates, “YouNow”), and PeerStream, Inc., a Delaware company (“PeerStream”) and amends that certain Master Services Agreement by and between YouNow and PeerStream dated May 10, 2019 (the “Agreement”). The parties agree as follows:

FORM OF PEERSTREAM PROPS APP SERVICES AGREEMENT
Form of Peerstream Props App Services Agreement • January 30th, 2020 • YouNow, Inc. • Finance services • New York

This Props App Services Agreement (the “Agreement”) is made and entered into as of _____________, 2020 (the “Effective Date”) by YouNow, Inc., a Delaware corporation (“YouNow”) and PeerStream, Inc., a Delaware corporation (“App Developer”). YouNow and App Developer may collectively be referred to as the “Parties” and individually as a “Party”.

TOKEN SERVICES AGREEMENT
Token Services Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • California

This Services Agreement (“Agreement”) is entered into as of December 8, 2017 (the “Effective Date”) between, on the one hand, YouNow Services, LLC, a Delaware company (“Company”) and, on the other hand, YouNow, Inc., a Delaware corporation (“Token Sponsor”). Company and Token Sponsor are each referred to as a “Party” and, together, as the “Parties”.

YouNow Props Services Agreement
Younow Props Services Agreement • March 3rd, 2020 • YouNow, Inc. • Finance services • New York

This YouNow Props Services Agreement (this “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between YouNow, Inc., a Delaware company (collectively with its affiliates, “PropCo”), and YouNow Media, LLC, a Delaware limited liability company (“AppCo”). The parties agree as follows:

CONSENT TO SUBLEASE
YouNow, Inc. • September 27th, 2019 • Finance services

THIS CONSENT TO SUBLEASE AND ASSIGNMENT OF RENTS AND SUBLEASE (this "Consent") is made as of the 26th day of July, 2019, among DB BOWERY LLC, CB BOWERY LLC, SB BOWERY LLC, AND NM BOWERY, LLC, as Landlord (collectively, "Landlord"), KIK US, INC., a Delaware corporation, as Overtenant ("Overtenant"), and, YOUNOW, INC., a Delaware corporation, as Undertenant ("Undertenant").

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Second Amendment to Engagement Letter
YouNow, Inc. • July 8th, 2019 • Finance services

Pursuant to Section 17 of that certain amended and restated engagement letter entered into by and between CoinFund Global LLC (“You”) and YouNow, Inc. (the “Company” or the “Client”), dated February 8, 2018 (the “Engagement Letter”), You and the Company hereby agree pursuant to this Second Amendment to Engagement Letter (this “Second Amendment”) that a new Section 2(e) is hereby added to the Engagement Letter, which reads in its entirety as follows:

Token Option Agreement
Token Option Agreement • June 19th, 2019 • YouNow, Inc. • Finance services • New York

WHEREAS, CoinFund Global LLC (“Holder”) has provided certain services as an independent contractor to YouNow, Inc. (“Issuer”) pursuant to an engagement letter dated June 29th, 2017 and amended on February 2, 2018 (the “Engagement Letter”); and

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