SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 20th, 2015 • Snap Interactive, Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2015, between Snap Interactive, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2011 • Snap Interactive, Inc • Services-business services, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
12% SENIOR SECURED CONVERTIBLE NOTE DUE FEBRUARY 13, 2017Snap Interactive, Inc • February 20th, 2015 • Services-business services, nec • New York
THIS 12% SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Note of Snap Interactive, Inc., a Delaware corporation (the “Company”), having its principal place of business at 462 Seventh Avenue, 4th Floor, New York, New York 10018 (this “Note”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2006 • eTwine Holdings, Inc • Services-business services, nec • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of November __, 2006, by and between Etwine Holdings, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 366 North Broadway, Suite 41042, Jericho, NY 11753 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).
COMMON STOCK PURCHASE WARRANT snap interactive, inc.Snap Interactive, Inc • February 20th, 2015 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the earlier to occur of (i) the close of business on the five (5) year anniversary of the Initial Exercise Date and (ii) a Change of Control Transaction (as defined below) (the date of such earlier event to occur, the “Termination Date”) but not thereafter, to subscribe for and purchase from Snap Interactive, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT AGREEMENTInvestment Agreement • December 26th, 2006 • eTwine Holdings, Inc • Services-business services, nec • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of November __, 2006 by and between Etwine Holdings, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").
1,350,000 SHARES OF COMMON STOCK PALTALK, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2021 • Paltalk, Inc. • Services-business services, nec • New York
IN WITNESS WHEREOF, the undersigned has executed and delivered this Chief Financial Officer Certificate on behalf of the Company as of the date first written above.
COMMON STOCK PURCHASE WARRANT SNAP INTERACTIVE, INC.Snap Interactive, Inc • January 21st, 2011 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on January __, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SNAP Interactive, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2018 • PeerStream, Inc. • Services-business services, nec • New York
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 9th, 2018 • PeerStream, Inc. • Services-business services, nec • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2018 (the “Issuance Date”) between PeerStream, Inc., a Delaware corporation (the “Company”), and Corporate Stock Transfer, Inc., a [●] corporation (the “Warrant Agent”).
SECURITY AGREEMENTSecurity Agreement • February 20th, 2015 • Snap Interactive, Inc • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of February 13, 2015 (this “Agreement”), is by and among Snap Interactive, Inc., a Delaware corporation (the “Company”), the Subsidiary of the Company that is a signatory hereto (the “Subsidiary” and together with the Company, the “Debtors”) and the holder of the Company’s 12% Senior Secured Convertible Notes due February 13, 2017, in the original aggregate principal amount of $3,000,000 (collectively, the “Notes”) that is a signatory hereto, its endorsees, transferees and assigns (the “Secured Party”).
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT PALTALK, INC.Nonqualified Stock Option Agreement • March 23rd, 2022 • Paltalk, Inc. • Services-business services, nec • Delaware
SECURITY AGREEMENTSecurity Agreement • August 11th, 2016 • Snap Interactive, Inc • Services-business services, nec • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of July 18, 2016 (the “Closing Date”) and effective as of the Effective Date (as defined below) as by and among Snap Interactive, Inc., a Delaware corporation (the “Company” or “Debtor”) and the Lender under that certain Subordinated Multiple Advance Term Note (the “Note”) that is a signatory hereto, its endorsees, transferees and assigns (the “Secured Party”).
INCENTIVE STOCK OPTION AGREEMENT SNAP INTERACTIVE, INC. AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLANIncentive Stock Option Agreement • November 14th, 2011 • Snap Interactive, Inc • Services-business services, nec • Delaware
STRICTLY CONFIDENTIALSnap Interactive, Inc • January 21st, 2011 • Services-business services, nec • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 15th, 2017 • Snap Interactive, Inc • Services-business services, nec • Delaware
This Agreement, made and entered into as of the [______________] day of [_____________], 2017 (“Agreement”), by and between Snap Interactive, Inc., a Delaware corporation (“Company”), and [_____________________] (“Indemnitee”):
FORM OF RESTRICTED STOCK AWARD AGREEMENT SNAP INTERACTIVE, INC.Restricted Stock Award Agreement • August 11th, 2016 • Snap Interactive, Inc • Services-business services, nec
RESTRICTED STOCK AWARD AGREEMENT SNAP INTERACTIVE, INC. AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLANRestricted Stock Award Agreement • February 5th, 2013 • Snap Interactive, Inc • Services-business services, nec
APPLE INC. REGISTERED APPLE DEVELOPER AGREEMENTRegistered Apple Developer Agreement • March 31st, 2011 • Snap Interactive, Inc • Services-business services, nec • California
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APPLE INC. (“APPLE”) STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS A REGISTERED APPLE DEVELOPER. PLEASE READ THIS REGISTERED 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” AND YOU WILL BE UNABLE TO BECOME A REGISTERED APPLE DEVELOPER.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 23rd, 2022 • Paltalk, Inc. • Services-business services, nec • New York
This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into on March 23, 2022 (the “Execution Date”), by and between Paltalk, Inc., a Delaware corporation (the “Company”), and Jason Katz (“Executive”).
PLEASE READ THE FOLLOWING LICENSE AGREEMENT TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING THE APPLE SOFTWARE. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND APPLE.Please Read the Following License Agreement • March 31st, 2011 • Snap Interactive, Inc • Services-business services, nec • California
You would like to use the Apple Software (as defined below) to develop one or more Applications (as defined below) for Apple-branded products running the iOS. Apple is willing to grant You a limited license to use the Apple Software to develop and test Your Applications on the terms and conditions set forth in this Agreement.
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 20th, 2015 • Snap Interactive, Inc • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of February 13, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchaser signatory (together with its Affiliates and their permitted assigns, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between Snap Interactive, Inc., a Delaware corporation (the “Company”) and the Purchaser.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 11th, 2013 • Snap Interactive, Inc • Services-business services, nec • New York
This Executive Employment Agreement (“Agreement”) is entered into on April 10, 2013, by and between Snap Interactive, Inc., a Delaware corporation (the “Company”), and Clifford Lerner (“Executive”). In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:
FORM OF UNDERWRITING AGREEMENTForm of Underwriting Agreement • November 27th, 2018 • PeerStream, Inc. • Services-business services, nec • New York
CONSULTING AGREEMENTConsulting Agreement • April 30th, 2019 • PeerStream, Inc. • Services-business services, nec • New York
This Consulting Agreement (this “Agreement”) is entered into by and between PeerStream, Inc. (f/k/a Snap Interactive, Inc.), a Delaware corporation (the “Company”), and Judy Krandel (“Ms. Krandel” or “Consultant”). The Company and Consultant shall be referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 11th, 2016 • Snap Interactive, Inc • Services-business services, nec
This FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT, dated as of October 7, 2016 (this “Amendment”), is hereby entered into by and between SNAP Interactive, Inc., a Delaware corporation (the “Company”), and Clifford Lerner (the “Employee”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Restricted Stock Award Agreement, by and between the Company and the Employee, dated March 3, 2016 (the “Restricted Stock Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2011 • Snap Interactive, Inc • Services-business services, nec • New Jersey
This Employment Agreement (the “Agreement”) is made as of December 13, 2006, between Etwine Holdings, Inc. (“Etwine” or “the Company”), a Delaware Corporation at 366 North Broadway Suite 41042, Jericho, NY 11753.and Clifford Lerner, (“Employee”) c/o Etwine Holdings, Inc., 366 North Broadway Suite 41042, Jericho, NY 11753.
LEASE CANCELLATION AGREEMENTLease Cancellation Agreement • May 11th, 2017 • Snap Interactive, Inc • Services-business services, nec • New York
THIS LEASE CANCELLATION AGREEMENT (this “Agreement”) is made as of the 3rd day of March, 2017, by and between 320 W 37 LLC, having an office at c/o Sioni Group, 989 Sixth Avenue, 15th Floor, New York, New York 10018 (“Landlord”) and SNAP INTERACTIVE, INC., a Delaware corporation authorized to transact business in the State of New York having an address at 320 West 37th Street, New York, New York 10018 (“Tenant”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 12th, 2013 • Snap Interactive, Inc • Services-business services, nec • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made this 10th day of April, 2013, by and between Snap Interactive, Inc., a Delaware corporation (the “Company”), and Clifford Lerner, an employee of the Company or one or more of its subsidiaries (the “Employee”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT DATED AS OF MAY 29, 2020 BY AND BETWEEN PALTALK, INC. f/k/a PEERSTREAM, INC. AND SECURECO, LLCAsset Purchase Agreement • August 6th, 2020 • Paltalk, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2020, by and between SECURECO, LLC, a Delaware limited liability company (the “Purchaser”), and PALTALK, INC. f/k/a PEERSTREAM, INC., a New York corporation (the “Seller”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 12th, 2024 • Paltalk, Inc. • Services-business services, nec • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of August 11, 2024 (this “Agreement”), is entered into by and among Paltalk, Inc., a Delaware corporation (the “Parent”), NewtekOne, Inc., a Maryland corporation (“Newtek”), and [______________] (the “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
Second AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 19th, 2018 • PeerStream, Inc. • Services-business services, nec
This SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT, dated as of June 15, 2018 (this “Amendment”), is hereby entered into by and between PeerStream, Inc. (f/k/a Snap Interactive, Inc.), a Delaware corporation (the “Company”), and Clifford Lerner (the “Employee”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Restricted Stock Award Agreement, by and between the Company and the Employee, dated December 14, 2011, and as amended by that certain First Amendment to Restricted Stock Award Agreement, dated October 7, 2016 (collectively, the “Restricted Stock Agreement”).
Agreement and Plan of Merger By and Among LiveXlive Media, Inc., LXL Video Acquisition Corp., Snap Interactive, Inc., and Jason Katz, as the Stockholders’ AgentAgreement and Plan of Merger • September 11th, 2017 • Snap Interactive, Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 6, 2017 (the “Agreement Date”), by and among LiveXLive Media, Inc., a Delaware corporation (“Buyer”), LXL Video Acquisition Corp., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Buyer, Snap Interactive, Inc., a Delaware corporation (the “Company”), and Jason Katz, in his capacity as the stockholders’ agent in connection with the transactions contemplated by this Agreement (the “Stockholders’ Agent”).
NONQUALIFIED STOCK OPTION AGREEMENT SNAP INTERACTIVE, INC.Nonqualified Stock Option Agreement • May 24th, 2011 • Snap Interactive, Inc • Services-business services, nec • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2011 • Snap Interactive, Inc • Services-business services, nec • New Jersey
This Employment Agreement (the “Agreement”) is made as of December 1, 2007, between Snap Interactive, Inc. (“Snap” or “the Company”), a Delaware Corporation at 366 North Broadway Suite 41042, Jericho, NY 11753.and Darrell Lerner, (“Employee”) c/o Snap Interactive, Inc., 366 North Broadway Suite 41042, Jericho, NY 11753.
