HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • November 7th, 2005 • Relationserve Media Inc • Communications services, nec • New York
THIS HOLDBACK ESCROW AGREEMENT (this “Agreement”), dated as of August 9, 2005, is made by and among RelationServe Media, Inc., a Nevada corporation (“Buyer”), theglobe.com, inc., a Delaware corporation (“Globe”), SendTec, Inc., a Florida corporation (“Seller”) and, together with SendTec, the “Seller Parties”), and Olshan Grundman Frome Rosenzweig & Wolosky LLP, a New York limited liability partnership (the “Escrow Agent”). Unless otherwise defined, capitalized terms used herein shall have the meaning assigned to them in the Asset Purchase Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2005 • Relationserve Media Inc • Communications services, nec • Florida
SUBSCRIPTION AGREEMENT made as of this 31st day of October 2005, between RelationServe Media, Inc., a Delaware corporation with offices at 6700 N. Andrews Avenue, Ft. Lauderdale, FL 33309 (the “Company”) and the undersigned (the “Subscriber”).
SENIOR SECURED CONVERTIBLE DEBENTUREConvertible Security Agreement • November 7th, 2005 • Relationserve Media Inc • Communications services, nec • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued Senior Secured Convertible Debentures of SendTec Acquisition Corp., a Delaware corporation (the “Issuer”) having a principal place of business at 877 Executive Center Drive West, Suite 300, St. Petersburg, FL 33702, designated as its “Senior Secured Convertible Debentures” (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”), issued pursuant to the Securities Purchase Agreement by and among the Issuer, RelationServe Media, Inc., a Delaware corporation (the “Company”), each of the Purchasers signatory thereto (the “Purchasers”), and Christiana Corporate Trust Services, Inc., a Delaware corporation, in its capacity as administrative agent for the Purchasers (together with its successors and assigns in such capacity, the “Agent”), dated as of October 31, 2005, as amended, modified or supplemented from time to time in accordance with its terms
SENDTEC ACQUISITION CORP. INVESTOR RIGHTS AGREEMENT Dated as of October 31, 2005Investor Rights Agreement • November 7th, 2005 • Relationserve Media Inc • Communications services, nec
STAC SECURITY AGREEMENTSecurity Agreement • November 7th, 2005 • Relationserve Media Inc • Communications services, nec • New York
This STAC SECURITY AGREEMENT (this “Agreement”), dated as of October 31, 2005, is made among the Grantor listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), 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, “Agent”).
WAIVER AND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2005 • Relationserve Media Inc • Communications services, nec • Delaware
THIS WAIVER AND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), made as of August __, 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”) is an amendment and restatement of that certain Registration Rights Agreement (the “Registrations Rights Agreement”) and a waiver to: (i) that certain Subscription Agreement (“Subscription Agreement”) by and between the Company and the Investor dated as of June 24, 2005 and (ii) that certain Warrant to Purchase Common Stock issued by the Company to the Investor dated June 30, 2005 (the “Warrant”, and along with the Subscription Agreement and the Registration Rights Agreement, the “Transaction Documents”) by and between the Company and the Investor dated as of June 24, 2005. All capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Tra
