0001013762-07-001546 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • August 20th, 2007 • Spiralfrog, Inc • Services-business services, nec • New York

This PLEDGE AGREEMENT (this “Agreement”), dated as of ________, 2007, made by Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation (the “Company”) and each entity listed as a pledgor on the signature pages hereto (each a “Pledgor”), and in favor of GOTTBETTER CAPITAL FINANCE, LLC, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Amended and Restated Purchase Agreement, dated August ____, 2007 (as amended, restated or otherwise modified from time to time, the "Purchase Agreement").

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AMENDMENT NO. 1 TO SECURITY AGREEMENT
Security Agreement • August 20th, 2007 • Spiralfrog, Inc • Services-business services, nec

AMENDMENT NO. 1 TO THE SECURITY AGREEMENT (this “Amendment”), dated as of August ___, 2007 made by MOHEN, INC. d/b/a SPIRAL FROG, a Delaware corporation (the “Company”), in favor of Gottbetter Capital Finance, LLC in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” party to a certain Amended and Restated Purchase Agreement, dated August 6, 2007.

AMENDED AND RESTATED PURCHASE AGREEMENT
Amended and Restated Purchase Agreement • August 20th, 2007 • Spiralfrog, Inc • Services-business services, nec • New York

THIS AMENDED AND RESTATED PURCHASE AGREEMENT (the "Agreement"), dated as of _________, 2007, by and among Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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