Exhibit 2.5 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this "AGREEMENT") is made as of April 1, 2005 (the "CLOSING DATE") by and between Relationserve, Inc., a Delaware corporation (the "Company"), and the persons or entities listed as...Note Purchase Agreement • June 16th, 2005 • Chubasco Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Exhibit 2.4 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 13, 2005 (this "Agreement"), between Friends Acquisition, Inc., a Delaware corporation (the "Corporation") and Friendsand LLC, a Delaware limited liability company...Merger Agreement • June 16th, 2005 • Chubasco Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND AMONG R.S.A.C., INC., RELATIONSERVE MEDIA, INC.Asset Purchase Agreement • June 21st, 2006 • Relationserve Media Inc • Communications services, nec • Delaware
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is entered into as of August 10, 2005, by and between RelationServe Media, Inc., a Nevada corporation, or a designated subsidiary thereof (the "BUYER"), theglobe.com, inc., a Delaware...Asset Purchase Agreement • August 18th, 2005 • Relationserve Media Inc • Communications services, nec • Delaware
EXHIBIT 10.1 ------------ Reference is hereby made to (i) that certain Securities Purchase Agreement dated as of October 31, 2005 (the "SPA") by and among SendTec, Inc. (formerly RelationServe Media, Inc.), a Delaware corporation (the "Company"),...Securities Purchase Agreement • September 27th, 2006 • Sendtec, Inc. • Communications services, nec • New York
Exhibit 10.11 RelationServe Building Online Relationships, Once Customer at a Time February 1, 2006 Danielle Karp 20021 NE 21st Avenue Miami, Florida 33179 RE: RELEASE AND EMPLOYMENT SEVERANCE AGREEMENT Dear Ms. Karp: The purpose of this letter...Severance Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec
RECITALSEmployment Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec • Florida
ARTICLE IRegistration Rights Agreement • August 15th, 2005 • Relationserve Media Inc • Communications services, nec • Florida
Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec
Exhibit 10.38 LEASE AMENDMENT # 1 THIS LEASE AMENDMENT pertains to that certain lease (the "Lease") dated January 30, 2004 by and between CRT Properties, Inc., a Florida corporation, as landlord ("CRT"), and SendTec, Inc., a Florida Corporation, as...Lease Amendment • March 20th, 2006 • Relationserve Media Inc • Communications services, nec
WARRANTSWarrant Agreement • March 20th, 2006 • Relationserve Media Inc • Communications services, nec
RECITALS:Employment Agreement • July 18th, 2005 • Relationserve Media Inc • Communications services, nec • Florida
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 24th, 2005 • Relationserve Media Inc • Communications services, nec • Delaware
Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • June 16th, 2005 • Chubasco Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Exhibit 10.9 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of February 3rd, 2006 among RelationServe Media, Inc., a Delaware corporation (the "COMPANY"), and the purchasers signatory...Registration Rights Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec
RECITALSAsset Purchase Agreement • June 16th, 2005 • Chubasco Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
WITNESSETH:Merger Agreement • September 2nd, 2005 • Relationserve Media Inc • Communications services, nec • Delaware
W I T N E S S E T H:Trademark Security Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2005 • Relationserve Media Inc • Communications services, nec
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 31, 2005, by and among RelationServe Media, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
RECITALS:Securities Exchange Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec • New York
Exhibit 10.12 STOCK PURCHASE AGREEMENT (the "Agreement") dated as of February 3rd 2006, between RelationServe Media, Inc., a Delaware corporation (the "Seller"), and Sunrise Equity Partners, L.P., Inc. (the "Purchaser"). W I T N E S S E T H: NOW...Stock Purchase Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec • New York
Exhibit 4.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this ____ day of June 2005, between Relationserve Media, Inc., a Nevada corporation with offices at 6700 N. Andrews Avenue, Ft. Lauderdale, FL 33309 (the "Company") and the...Subscription Agreement • June 30th, 2005 • Relationserve Media Inc • Communications services, nec • Florida
W I T N E S S E T H: - - - - - - - - - -Patent Security Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec
Exhibit 10.3 COPYRIGHT SECURITY AGREEMENT This COPYRIGHT SECURITY AGREEMENT (this "Copyright Security Agreement") is made this 3rd day of February, 2006, among Grantors listed on the signature pages hereof (collectively, jointly and severally,...Copyright Security Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec
RELATIONSERVE MEDIA, INC. 6700 North Andrews Avenue Fort Lauderdale, Florida 33309 February 3, 2006 To the Purchasers Under The Securities Purchase Agreement Dated as of October 31, 2005 Re: Securities Purchase Agreement dated as of October 31, 2005...Securities Purchase Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec
RECITALSIndependent Consulting Agreement • June 16th, 2005 • Chubasco Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Indiana
Exhibit 10.13 MUTUAL GENERAL RELEASE THIS GENERAL MUTUAL RELEASE, dated as of February 3rd, 2006 (this "Release"), by and among (i) RelationServe Media, Inc., a Delaware corporation ("RelationServe"), its officers, directors and subsidiaries and (ii)...Mutual General Release • February 9th, 2006 • Relationserve Media Inc • Communications services, nec • New York
Exhibit 10.15 RELATIONSERVE MEDIA, INC. 2005 INCENTIVE STOCK PLAN RESTRICTED STOCK AGREEMENT (Non-Assignable) [ ] Shares of Common Stock of RELATIONSERVE MEDIA, INC. THIS CERTIFIES that on [ ], [ ] ("Holder") was granted [ ] shares of fully paid and...Restricted Stock Agreement • August 15th, 2005 • Relationserve Media Inc • Communications services, nec • Florida
THIS CERTIFIES that on [ ], [ ] ("Holder") was granted [ ] shares of fully paid and non-assessable shares ("Shares") of the Common Stock (par value $0.001 per share) of RelationServe Media, Inc. ("Corporation"), a Nevada corporation, pursuant to the terms of the Corporation's 2005 Incentive Stock Plan as approved by a majority of the shareholders of the Corporation, as may be amended or supplemented from time-to-time ("Plan"), the terms and conditions of which are hereby incorporated as though set forth at length, and the receipt of a copy of which the Holder hereby acknowledges by his execution of this agreement. A determination of the Committee (as defined in the Plan) under the Plan as to any questions which may arise with respect to the interpretation of the provisions of the Award and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.
Exhibit 10.10 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON- COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") dated as of February 3rd, 2006, is by and between RelationServe Media, Inc. (the "Company"), Scott Hirsch ("Hirsch"),...Non-Competition and Non-Solicitation Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec • Florida
Exhibit 10.39 STANDARD FORM OF OFFICE LEASE (The Real Estate Board of New York, Inc. 3/1/86) AGREEMENT OF LEASE, made as of this 23rd day of May, 2005, between 386 PAS PARTNERS, L.L.C., party of the first part, hereinafter referred to as Owner, and...Office Lease • March 20th, 2006 • Relationserve Media Inc • Communications services, nec • New York
Exhibit 10.5 RELATION SERVE CONTRACT FOR CONSULTING SERVICES Name of Consultant: Stronghurst, LLC Date: June 13, 2005 --------------------------------------- C. James Jensen, Joseph Abrams, Principals Address: 131 Laurel Grove Ave...Contract for Consulting Services • July 18th, 2005 • Relationserve Media Inc • Communications services, nec
Exhibit 10.6 GENERAL CONTINUING GUARANTY This GENERAL CONTINUING GUARANTY (this "GUARANTY"), dated as of February 3rd, 2006, is executed and delivered by the Persons listed on the signature page(s) hereof under the caption "Guarantor" and any...General Continuing Guaranty • February 9th, 2006 • Relationserve Media Inc • Communications services, nec • New York
Exhibit 10.2 GUARANTOR SECURITY AGREEMENT This GUARANTOR SECURITY AGREEMENT (this "AGREEMENT"), dated as of February 3, 2006, is made among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties...Guarantor Security Agreement • February 9th, 2006 • Relationserve Media Inc • Communications services, nec • New York
RECAPITALIZATION AGREEMENTRecapitalization Agreement • March 28th, 2008 • Sendtec, Inc. • Communications services, nec • New York
This RECAPITALIZATION AGREEMENT, dated March , 2008 (this “Agreement) is an amendment to the Securities Purchase Agreement, dated as of October 31, 2005, as amended prior to the date hereof (as amended, the “SPA”), among SendTec Acquisition Corp., a Delaware corporation (“STAC”), SendTec, Inc. (formerly known as RelationServe Media, Inc.), a Delaware corporation (the “Company”), each Holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”), and Christiana Corporate Services, Inc., a Delaware corporation, in its capacity as administrative agent for the Holders (together with its successors and assigns in such capacity, the “Agent”).
AMENDMENT TO RECAPITALIZATION AGREEMENTRecapitalization Agreement • August 22nd, 2008 • Sendtec, Inc. • Communications services, nec • New York
THIS AMENDMENT TO RECAPITALIZATION AGREEMENT (the “Amendment”) is dated as of August 22, 2008, among SendTec Acquisition Corp., a Delaware corporation (“STAC”), SendTec, Inc. (formerly known as RelationServe Media, Inc.), a Delaware corporation (the “Company”), each Holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”), and Christiana Corporate Services, Inc., a Delaware corporation, in its capacity as administrative agent for the Holders (together with its successors and assigns in such capacity, the “Agent”).
