AMONGMerger Agreement • May 11th, 1999 • Student Advantage Inc • Services-membership organizations • Delaware
LOAN AGREEMENT dated as of June 25, 2001 betweenLoan Agreement • July 10th, 2001 • Student Advantage Inc • Services-membership organizations • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 16th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
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
EXHIBIT 99.3 FIRST AMENDMENT TO WARRANT AGREEMENT (this "Amendment") dated as of November 6, 2001, among RESERVOIR CAPITAL PARTNERS, L.P., RESERVOIR CAPITAL ASSOCIATES, L.P. and RESERVOIR CAPITAL MASTER FUND, L.P. (each a "Holder" and collectively the...Warrant Agreement • December 19th, 2001 • Student Advantage Inc • Services-membership organizations
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
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...Common Stock Purchase Warrant • May 16th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
LEASELease Agreement • April 7th, 1999 • Student Advantage Inc
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
BY AND AMONG ALLOY, INC.,Asset Purchase Agreement • May 20th, 2003 • Student Advantage Inc • Services-membership organizations • Delaware
Exhibit 10.12 STUDENT ADVANTAGE LLC 321 COLUMBUS AVENUE BOSTON, MA 02116 September 8, 1997 Princeton Review Publishing, L.L.C. 2315 Broadway New York, NY 10024 Gentlemen: Reference is made to: (i) Investment Agreement (the "Investment Agreement")...Investment Agreement • April 7th, 1999 • Student Advantage Inc
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...Warrant 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 MERGERMerger Agreement • November 20th, 2003 • 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
ARTICLE I THE PURCHASEAsset Purchase Agreement • November 15th, 2000 • Student Advantage Inc • Services-membership organizations • Delaware
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...Warrant 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...Investor Rights Agreement • April 7th, 1999 • Student Advantage Inc • Massachusetts
1 Exhibit 10.4 WARRANT AGREEMENT STUDENT ADVANTAGE, INC.Warrant Agreement • July 10th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
Exhibit 10.3 AMENDMENT NO. 8 TO LOAN AGREEMENT AMENDMENT NO. 8 TO LOAN AGREEMENT dated as of March 13, 2003, (this "Amendment"), among STUDENT ADVANTAGE, INC., a Delaware corporation (the "Borrower"); each of the Subsidiaries of the Borrower...Loan Agreement • March 19th, 2003 • Student Advantage Inc • Services-membership organizations • New York
1 Exhibit 10.15 STUDENT ADVANTAGE, INC. Promissory Note (Equipment) --------------------------Promissory Note • May 11th, 1999 • Student Advantage Inc • Services-membership organizations
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
FIRST AMENDMENT TO MARKETING AGREEMENT BETWEEN AT&T CORP AND STUDENT ADVANTAGE, INC.Marketing Agreement • May 15th, 2000 • Student Advantage Inc • Services-membership organizations
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
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
1 Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 15th, 2000 • 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
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
NCSN, INC. Common Stock Purchase Warrant Expiring ____________, ____Warrant Agreement • November 20th, 2003 • Student Advantage Inc • Services-membership organizations • New York
BY AND AMONGMerger Agreement • July 10th, 2001 • Student Advantage Inc • Services-membership organizations • Maryland
10.19 COMMON STOCK PURCHASE WARRANT, DATED JULY 21, 1999, ISSUED TO LYCOS, INC. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT ...Common Stock Purchase Warrant • August 13th, 1999 • 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
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
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 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....Revolving Line of Credit Agreement • April 1st, 2002 • Student Advantage Inc • Services-membership organizations
