No._________ Name of Offeree __________________ CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM ---------------------------------------- EASTERN SERVICES HOLDINGS, INC. ----------------------------------------Eastern Services Holdings, Inc. • February 15th, 2006 • Finance services • California
FUND.COM INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2008 • FUND.COM Inc. • Services-management consulting services • New York
This Indemnification Agreement (“Agreement”) is made as of this __ day of March, 2008 by and between Fund.com Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2008 • FUND.COM Inc. • Services-management consulting services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 4, 2008, is made by and between Fund.com Inc., a Delaware corporation, having its principal place of business at 455 Broadway, 4th Floor, New York, New York 10012 (the “Company”), and Mr. Gregory H. Webster residing at 74 Fuller Avenue Chatham, NJ 07928 (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • March 10th, 2008 • FUND.COM Inc. • Services-management consulting services • New York
This Consulting Agreement (this “Agreement”) is entered into as of March 1, 2008 by and between Fund.com Inc. a corporation duly registered under the laws of Delaware with registered office situated at 455 Broadway, New York, NY 100132 (“Company”), and Daniel Klaus and his wholly-owned consulting group, Fabric Group, LLC (“Fabric”) a limited liability company duly registered under the laws of New York with registered office at 70 Washington Street, PH N Brooklyn, NY and Lucas Mann (collectively “Consultant”), with respect to the following matters.
PLEDGE AGREEMENTPledge Agreement • September 3rd, 2009 • FUND.COM Inc. • Services-management consulting services
THIS PLEDGE AGREEMENT ("Agreement"), dated August 28, 2009, is executed by and among (A) IP Global Investors Ltd., a Nevada corporation (“Purchaser”); (B) LUCAS MANN, an individual (“Mann”); and (C) Hodgson Russ LLP, a law firm with an address at 1540 Broadway, New York, New York 10036 (the “Collateral Agent”). Purchaser is sometimes referred to herein as the “Pledgor,” Mann is hereinafter sometimes referred to as the “Secured Party,” and the Pledgor and the Secured Party are hereinafter sometimes collectively referred to as the “Business Parties.”
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2009 • FUND.COM Inc. • Services-management consulting services
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 5th day of May 2009, by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and FUND.COM INC., a Delaware corporation, and/or its Affiliate (collectively, the “Investor”).
GUARANTY AGREEMENTGuaranty Agreement • September 3rd, 2009 • FUND.COM Inc. • Services-management consulting services • New York
THIS GUARANTY AGREEMENT (“Guaranty”) is dated as of August 28, 2009 (the “Effective Date”) by the undersigned (each hereinafter referred to as a “Guarantor” and collectively, the “Guarantors”), in favor of IP GLOBAL INVESTORS LTD., a Nevada corporation or its registered assigns and EQUITIES MEDIA ACQUISITION CORP. INC., or its registered assigns (each a “Lender” and collectively the “Lenders”) of the 9% maximum $2,500,000 Revolving Credit Secured Convertible Note (the “Note”) and the related Transaction Documents issued pursuant to a revolving credit loan agreement between FUND.COM INC. a Delaware corporation (the “Company”), certain stockholders of the Company and each Lenders, dated as of July 27, 2009 (the “Loan Agreement”) and the Exhibits to the Loan Agreement, all dated as of July 27, 2009 (with the Loan Agreement, collectively, the “Transaction Documents”) from.
PLEDGE AND ASSIGNMENT AGREEMENTPledge and Assignment Agreement • November 30th, 2009 • FUND.COM Inc. • Services-management consulting services
THIS PLEDGE AND ASSIGNMENT AGREEMENT ("Agreement"), dated April 7, 2009, is executed by and among (A) FUND.COM INC., a Delaware corporation (“Fund”); (B) GLOBAL ASSET FUND LTD., a company organized under the laws of the Cayman Islands (“GAF”), and (C) Hodgson Russ LLP, a law firm with an address at 1540 Broadway, New York, New York 10036 (the “Collateral Agent”). Fund is sometimes referred to herein as the “Pledgor,” GAF or its assigns and designees is hereinafter sometimes referred to individually or collectively, as the “Secured Party,” and the Pledgor and the Secured Party are hereinafter sometimes collectively referred to as the “Business Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 7th day of April, 2009, by and among NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and FUND.COM INC., a Delaware corporation, and/or its Affiliate (collectively, the “Investor”).
SCHEDULE AGREEMENTAgreement • January 17th, 2008 • FUND.COM Inc. • Services-management consulting services
THIS AGREEMENT is made the 9th day of November, 2007 BETWEEN GlobalBank of Commerce Limited, a banking corporation duly incorporated under the laws of Antigua and Barbuda with registered office situated at Island House, St John’s, Antigua (the “Bank”) and Meade Capital Inc., a corporation registered under the laws of Delaware, USA (the “Account Holder”).
FUND.COM INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2008 • FUND.COM Inc. • Services-management consulting services • New York
This Indemnification Agreement (“Agreement”) is made as of this __ day of March, 2008 by and between Fund.com Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
FUND.COM INC. New York, NY 10022FUND.COM Inc. • September 3rd, 2009 • Services-management consulting services • Delaware
Reference is made to the revolving credit loan agreement, dated as of July 27, 2009 (the “Loan Agreement”), among Fund.com Inc. (“Borrower”) and IP Global Investors Ltd (“IPG”) and Equities Media Acquisition Corp. Inc. (“EMAC” and with IPG, collectively, the “Lenders”). Daniel Klaus and Lucas Mann (collectively, the “Founders”) have consent to certain provisions of the Loan Agreement. This letter agreement constitutes the Purchase Option described in the Loan Agreement. Unless otherwise defined herein, all capitalized terms, when used in this Purchase Option shall have the same meaning as is defined in the Loan Agreement.
SECURITIES PURCHASE AND RESTRUCTURING AGREEMENTSecurities Purchase and Restructuring Agreement • April 2nd, 2010 • FUND.COM Inc. • Services-management consulting services • New York
THIS SECURITIES PURCHASE AND RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of March 2010, by and among WESTON CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Company”); FUND.COM, INC., a Delaware corporation (“FNDM” or the “Purchaser”); PBC-WESTON HOLDINGS, LLC, a Delaware limited liability company (“PBC”); ALBERT HALLAC, an individual (“A. Hallac”); and the other Persons who are parties signatory hereto (together with PBC and A. Hallac, each a “Member,” and together, the “Members”). The Company, FNDM and the Members are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
AdvisorShares Investments, LLC Purchase and Contribution AgreementPurchase and Contribution Agreement • November 6th, 2008 • FUND.COM Inc. • Services-management consulting services • New York
THIS PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made as of October 31, 2008, between AdvisorShares Investments, LLC, a Delaware limited liability company (the “Company”), and Fund.com Inc., a Delaware corporation (“Fund.com”), and joined by Wilson Lane Group, LLC, a Delaware limited liability company (“Founder LLC”) and Noah Hamman (the “Founder”).
SEPARATION AGREEMENTSeparation Agreement • September 3rd, 2009 • FUND.COM Inc. • Services-management consulting services • New York
THIS SEPARATION AGREEMENT (this “Agreement”) is entered as of August 28, 2009 by and between FUND.COM, INC. (the “Company”) and LUCAS MANN (“Mann”).
ContractSubscription Agreement • January 17th, 2008 • FUND.COM Inc. • Services-management consulting services • Florida
THE UNITS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND TRANSFER OF THE INTERESTS IS RESTRICTED AS A RESULT THEREOF, AND ALSO BY THE TERMS OF THIS AGREEMENT
SEPARATION AGREEMENTSeparation Agreement • September 3rd, 2009 • FUND.COM Inc. • Services-management consulting services • New York
THIS SEPARATION AGREEMENT (this “Agreement”) is entered as of August 28, 2009 by and between FUND.COM, INC. (the “Company”) and DANIEL KLAUS (“Klaus”).
STOCKHOLDERS AGREEMENTStockholders Agreement • November 5th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of September 29, 2009 (the “Effective Date”) by and among VENSURE EMPLOYER SERVICES, INC., an Arizona corporation (“Vensure” or the “Company”), the Person(s) who have executed this Agreement on the Investors Signature Page hereof under the heading “INVESTORS” (individually, an “Investor” and collectively, the “Investors”); FUND.COM INC., a Delaware corporation (“FNDM”); and the record owners of shares of Common Stock of the Company who have executed this Agreement on the Stockholders Signature Page under the heading “STOCKHOLDERS” (each a “Stockholder” and collectively the “Stockholders”), and any other person(s) or entity(ies) who subsequently becomes a party to this Agreement.
FUND.COM INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 16th, 2010 • FUND.COM Inc. • Services-management consulting services • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is by and between the undersigned subscriber (the “Subscriber”) and Fund.com Inc., a Delaware corporation (the “Company”).
REVOLVING CREDIT LOAN AGREEMENTRevolving Credit Loan Agreement • May 7th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
This Revolving Credit Loan Agreement (this “Agreement”) dated as of April 30, 2009 (the “Execution Date”) and effective as of May 1, 2009 (the “Effective Date”), is made and entered into by and among IP GLOBAL INVESTORS LTD., a Nevada corporation (the “Lender”), located at 499 N. Canon, Beverly Hills, CA 90210; and FUND.COM INC., a Delaware corporation (the “Borrower”), located at 14 Wall Street, New York, New York 10005; and certain of the Subsidiaries of the Borrower who have executed this Agreement on the signature page hereof (the “Subsidiaries”). The Lender, the Borrower and the Subsidiaries are hereinafter sometimes referred to individually as a “Party” and collectively as “Parties”.
AdvisorShares Investments, LLC Employment AgreementEmployment Agreement • November 6th, 2008 • FUND.COM Inc. • Services-management consulting services • Maryland
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 31, 2008, is made by and between AdvisorShares Investments, LLC, a Delaware limited liability company (the “Company”), and Mr. Noah Hamman residing at 5604 Wilson Lane, Bethesda, Maryland 20814 (the “Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 17th, 2008 • FUND.COM Inc. • Services-management consulting services • New York
This Agreement and Plan of Merger, dated as of January 15, 2008 (the “Effective Date”), is entered into by and between Fund.com Inc., a Delaware corporation (“Fund”) and Eastern Services Holdings, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
This Stock Purchase Agreement (this “Agreement”) is entered into as of the 2nd day of November 2009 (the “Execution Date”) by and among (A) WHYTE LYON & CO. INC., a New York corporation (the “Principal Stockholder”) and the other Person or Persons who have executed this Agreement on the signature page hereof under the designation “WHYTE LYON STOCKHOLDERS” and/or their assignees (collectively, with the Principal Stockholder, the “Stockholders”); (B) WHYTE LYON SOCRATIC, INC., a Delaware corporation (“Whyte Lyon”) with offices located at 291 Seventh Avenue, New York, NY 10012; and (C) FUND.COM INC., a Delaware corporation (“FNDM”), with offices located at 14 Wall Street, New York, New York 10005. The Stockholders, Whyte Lyon and FNDM are hereinafter sometimes referred to individually as a “Party” and collectively as “Parties”.
SUBSCRIPTION AGREEMENTRegistration Rights Agreement • January 17th, 2008 • FUND.COM Inc. • Services-management consulting services • Florida
FUND.COM INC. New York, New York 10004Letter Agreement • January 26th, 2010 • FUND.COM Inc. • Services-management consulting services • Delaware
Reference is made to the revolving credit loan agreement, dated as of July 27, 2009 (the “Loan Agreement”), among Fund.com Inc. (“Fund.com”) and IP Global Investors Ltd (“IPG”) and Equities Media Acquisition Corp. Inc. (“EMAC” and with IPG, collectively, the “Lenders”). This will confirm that through and including the date hereof, the Lenders have paid in cash to Fund.com the aggregate sum of $2,500,000 which sum is evidenced by a $2,500,000 one year senior secured convertible note of Fund.com issued in August 2009 (the “Note”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2008 • FUND.COM Inc. • Services-management consulting services
This Amendment No. 1 dated as of August 6, 2008 to that certain Employment Agreement (this “Amendment”), between Fund.com Inc., a Delaware corporation (the “Company”) and Gregory Webster (the “Executive”).
Amended and Restated Limited Liability Company Agreement of AdvisorShares Investments, LLC (a Delaware Limited Liability Company) Dated as of October 31, 2008Limited Liability Company Agreement • November 6th, 2008 • FUND.COM Inc. • Services-management consulting services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ADVISORSHARES INVESTMENTS, LLC (this “Agreement”) is made and entered into as of October 31, 2008 by and among each of the Persons (as hereinafter defined) identified on Exhibit A hereto as Members (as hereinafter defined) of AdvisorShares Investments, LLC, a Delaware limited liability company (the “Company”).
LICENSE AGREEMENTLicense Agreement • March 10th, 2008 • FUND.COM Inc. • Services-management consulting services • New York
LICENSE AGREEMENT, dated as March 7, 2008 (the "Commencement Date") by and between Fund.com Managed Products Inc., a subsidiary of Fund.com Inc.("LICENSEE"), a Delaware corporation, having an office at 455 Broadway, New York, NY 10012, and Equities Global Communications, Inc.("LICENSOR"), having an office at 2118 Wilshire Boulevard #722, Santa Monica, CA 90403.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 2nd, 2010 • FUND.COM Inc. • Services-management consulting services • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of the 29th day of March, 2010, by Fund.com, Inc., a Delaware corporation (the “Pledgor”), in favor of Albert Hallac, on behalf of himself and the other Hallac Members who have executed this Agreement (individually and collectively, the “Secured Party”, and together with the Pledgor, collectively, the “Parties”), and Zukerman Gore Brandeis & Crossman, LLP (the “Collateral Agent”).
FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF WESTON CAPITAL MANAGEMENT, LLCOperating Agreement • April 2nd, 2010 • FUND.COM Inc. • Services-management consulting services • Delaware
THIS FIFTH AMENDED AND RESTATED OPERATING AGREEMENT of WESTON CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), is made as of March 26, 2010 (this “Agreement”), by and among FUND.COM, INC., a Delaware corporation (“FNDM”), and the other Persons whose names are set forth on Schedule I annexed hereto, and together with any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the “Members”).
AdvisorShares Investments, LLC Purchase and Contribution AgreementPurchase and Contribution Agreement • November 30th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
THIS PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made as of October 31, 2008, between AdvisorShares Investments, LLC, a Delaware limited liability company (the “Company”), and Fund.com Inc., a Delaware corporation (“Fund.com”), and joined by Wilson Lane Group, LLC, a Delaware limited liability company (“Founder LLC”) and Noah Hamman (the “Founder”).
AGREEMENT OF RESCISSIONAgreement of Rescission • August 24th, 2010 • FUND.COM Inc. • Services-management consulting services • New York
THIS AGREEMENT (“Rescission Agreement”) is made and entered into this 18th day of August 2010 by and among FUND.COM, INC., a Delaware corporation, and successor-in-interest by merger to Meade Capital, Inc. (“FNDM”), VENSURE RETIREMENT ADMINISTRATION, INC., a Delaware corporation (“VRA”); and VENSURE EMPLOYER SERVICES, INC., an Arizona corporation (“Vensure”). FNDM, VRA and Vensure are hereinafter sometimes collectively referred to as the “Parties.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2008 • FUND.COM Inc. • Services-management consulting services
This Amendment No. 1 dated as of August 6, 2008 to that certain Employment Agreement (this “Amendment”), between Fund.com Inc. (formerly known as Meade Technologies Inc.), a Delaware corporation (the “Company”) and Raymond Lang, a New York resident (the “Executive”).
REVOLVING CREDIT LOAN AGREEMENTRevolving Credit Loan Agreement • September 3rd, 2009 • FUND.COM Inc. • Services-management consulting services • Delaware
This Revolving Credit Loan Agreement (this “Agreement”) entered into as of the 28th day of August, 2009 (the “Effective Date”), is made and entered into by and among IP GLOBAL INVESTORS LTD., a Nevada corporation ( “IPG”), located at 499 N. Canon, Beverly Hills, CA 90210; EQUITIES MEDIA ACQUISITION CORP. INC., located at Via Lugano 11, 6982 Agno-Lugano, Switzerland (“EMAC”); and FUND.COM INC., a Delaware corporation (the “Borrower”), located at 14 Wall Street, New York, New York 10005; and certain of the Subsidiaries of the Borrower who have executed this Agreement on the signature page hereof (the “Subsidiaries”). IPG and EMAC are hereinafter collectively referred to as the “Lenders.” The Lenders, the Borrower and the Subsidiaries are hereinafter sometimes referred to individually as a “Party” and collectively as “Parties”.
NATIONAL HOLDINGS CORPORATION LIMITED RECOURSE CONVERTIBLE PROMISSORY NOTEFUND.COM Inc. • April 14th, 2009 • Services-management consulting services
This Note is being issued by the Company pursuant to the terms of that certain Securities Purchase Agreement by and between the Company and the Holder, dated as of April 4, 2009 (the “Securities Purchase Agreement”). Capitalized terms used herein not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.
