Warrant No. 14 Number of Shares: 225,000 (subject to adjustment) Date of Issuance: May 10, 2001 STUDENT ADVANTAGE, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER MAY 9, 2006) Student Advantage, Inc., a Delaware corporation (the "Company"), for value...Student Advantage Inc • May 16th, 2001 • Services-membership organizations • Delaware
AMONGAgreement and Plan of Merger • May 11th, 1999 • Student Advantage Inc • Services-membership organizations • Delaware
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 16th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
1 Exhibit 10.5 STUDENT ADVANTAGE, INC. INVESTOR RIGHTS AGREEMENT This Agreement dated as of October 20, 1998 is entered into by and among Student Advantage, Inc., a Delaware corporation (the "Company"), the individual and entity listed on Exhibit A...Rights Agreement • April 7th, 1999 • Student Advantage Inc • Massachusetts
AMENDMENT NO. 5 TO LOAN AGREEMENT and AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 15th, 2002 • Student Advantage Inc • Services-membership organizations • New York
1 Exhibit 10.4 WARRANT AGREEMENT STUDENT ADVANTAGE, INC.Warrant Agreement • July 10th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
ARTICLE I THE PURCHASEAsset Purchase Agreement • November 15th, 2000 • Student Advantage Inc • Services-membership organizations • Delaware
EXHIBIT 10.2 AMENDMENT NO. 10 TO LOAN AGREEMENT AMENDMENT NO. 10 TO LOAN AGREEMENT dated as of April 30, 2003 (this "Amendment"), among STUDENT ADVANTAGE, INC., a Delaware corporation (the "Borrower"); each of the Subsidiaries of the Borrower...Loan Agreement • May 15th, 2003 • Student Advantage Inc • Services-membership organizations • New York
AMENDMENT NO. 2Student Advantage Inc • December 19th, 2001 • Services-membership organizations
BY AND AMONG ALLOY, INC.,Asset Purchase Agreement • May 20th, 2003 • Student Advantage Inc • Services-membership organizations • Delaware
Warrant No. 7 Number of Shares: 200,000 (subject to adjustment) Date of Issuance: October 27, 2000 STUDENT ADVANTAGE, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER OCTOBER 26, 2003) Student Advantage, Inc., a Delaware corporation (the "Company"), for...Student Advantage Inc • November 14th, 2000 • Services-membership organizations • Delaware
AMENDMENT NO. 4Student Advantage Inc • May 15th, 2002 • Services-membership organizations
1 Exhibit 10.10 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the 1st day of May, 2001 between Student Advantage, Inc., a Delaware corporation (the "Company"), and BAYSTAR CAPITAL, L.P. (the "Purchaser")....Securities Purchase Agreement • May 4th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
1 Exhibit 10.28 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the 27th day of October, 2000 between Student Advantage, Inc., a Delaware corporation (the "Company"), and Hare & Co., (the "Purchaser"), f/b/o...Securities Purchase Agreement • November 14th, 2000 • Student Advantage Inc • Services-membership organizations • Delaware
1 Exhibit 10.6 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated March 25, 1996 between Student Advantage LLC, a Delaware limited liability company (the "Company"), having an office at 321 Columbus Avenue, Boston, MA 02116 and Raymond V. Sozzi, Jr., an...Employment Agreement • April 7th, 1999 • Student Advantage Inc • New York
EXHIBIT 99.4 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 20th, 2003 • Student Advantage Inc • Services-membership organizations • Delaware
2- 3 (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such...Student Advantage Inc • May 4th, 2001 • Services-membership organizations • Delaware
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the sixth day of May, 2002 between Student Advantage, Inc., a Delaware corporation (the "Company"), and Richard Bianchina, Jr., an accredited...Securities Purchase Agreement • August 14th, 2002 • Student Advantage Inc • Services-membership organizations • Delaware
1 Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 15th, 2000 • Student Advantage Inc • Services-membership organizations • Delaware
Exhibit 10.2 AMENDMENT NO. 6 TO LOAN AGREEMENT AMENDMENT NO. 6 TO LOAN AGREEMENT, dated as of September 30, 2002 ("AMENDMENT"), among STUDENT ADVANTAGE, INC., a Delaware corporation (the "BORROWER"); each of the Subsidiaries of the Borrower identified...Loan Agreement • October 1st, 2002 • Student Advantage Inc • Services-membership organizations • New York
1 Exhibit 10.3 SECURITY AGREEMENT SECURITY AGREEMENT dated as of June 25, 2001, between STUDENT ADVANTAGE, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "BORROWER"); each of the Subsidiaries of...Security Agreement • July 10th, 2001 • Student Advantage Inc • Services-membership organizations • New York
Warrant No. 13 Number of Shares: 225,000 (subject to adjustment) Date of Issuance: May 10, 2001 STUDENT ADVANTAGE, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER MAY 9, 2006) Student Advantage, Inc., a Delaware corporation (the "Company"), for value...Student Advantage Inc • May 16th, 2001 • Services-membership organizations • Delaware
Warrant No. 11 Number of Shares: 250,000 (subject to adjustment) Date of Issuance: May 1, 2001 STUDENT ADVANTAGE, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER MAY 1, 2005) Student Advantage, Inc., a Delaware corporation (the "Company"), for value...Student Advantage Inc • May 4th, 2001 • Services-membership organizations • Delaware
1 Exhibit 10.14 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") dated as of May 1st, 2001 is entered into between Student Advantage, Inc., a Delaware corporation (the "Company") and BayStar International, Ltd. (the...Registration Rights Agreement • May 4th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
3- 4 is served. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably...Indemnification Agreement • April 7th, 1999 • Student Advantage Inc • Delaware
Exhibit 10.7 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the seventh day of May, 2002 between Student Advantage, Inc., a Delaware corporation (the "Company"), and Marc Turtletaub, an accredited investor...Securities Purchase Agreement • August 14th, 2002 • Student Advantage Inc • Services-membership organizations • Delaware
GUARANTYStudent Advantage Inc • April 1st, 2002 • Services-membership organizations
AMENDMENT NO. 3Student Advantage Inc • April 1st, 2002 • Services-membership organizations
LEASELease • April 7th, 1999 • Student Advantage Inc
1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the 1st day of May, 2001 between Student Advantage, Inc., a Delaware corporation (the "Company"), and Jennison Associates LLC as subadviser for...Securities Purchase Agreement • May 4th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
Exhibit 99.1 AMENDMENT to LOAN AGREEMENT dated as of September 28, 2001, among STUDENT ADVANTAGE, INC. for itself and the Subsidiary Guarantors, and RESERVOIR CAPITAL PARTNERS, L.P., as Administrative Agent, for itself and the Lenders. WHEREAS, the...Loan Agreement • December 19th, 2001 • Student Advantage Inc • Services-membership organizations
BY AND AMONGAgreement and Plan of Merger • July 10th, 2001 • Student Advantage Inc • Services-membership organizations • Maryland
Exhibit 10.63 As of February 13, 2002 Bank of America, N.A. 6610 Rockledge Drive, 3rd Floor Bethesda, Maryland 20817 Attention: Michael J. Radcliffe Vice President CREDIT FACILITY: $5,000,000.00 REVOLVING LINE OF CREDIT LENDER: BANK OF AMERICA, N.A....Student Advantage Inc • April 1st, 2002 • Services-membership organizations
3 - 4 and UNI, considered as one entity (any such change or effect, where the context so requires, is called a "Material Adverse Change" or a "Material Adverse Effect"); (ii) the Company, its subsidiary and UNI, considered as one entity, have not...Underwriting Agreement • May 24th, 1999 • Student Advantage Inc • Services-membership organizations • New York
1 Exhibit 2.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement (the "Agreement") is entered into as of October 19, 2000 by and among Student Advantage, Inc., a Delaware corporation or its designee (the...Asset Purchase Agreement • November 15th, 2000 • Student Advantage Inc • Services-membership organizations
