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”).
AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTUREConvertible Security Agreement • March 28th, 2008 • Sendtec, Inc. • Communications services, nec • New York
THIS AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued Amended and Restated 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 debentures of such series of debentures, the “Debentures”), issued pursuant to the Recapitalization Agreement (as defined herein), and the Securities Purchase Agreement by and among the Issuer, SendTec, Inc. (f/k/a 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 capa
AMENDMENT TO STAC SECURITY AGREEMENTStac Security Agreement • March 28th, 2008 • Sendtec, Inc. • Communications services, nec
THIS AGREEMENT (the “Agreement”) is dated as of March 26, 2008, and is made by SendTec Acquisition Corp., a Delaware corporation (“Grantor”) and Christiana Corporate Services, Inc., a Delaware corporation, as Agent for the Holders (in such capacity, together with its successors and assigns, if any, “Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2008 • Sendtec, Inc. • Communications services, nec • Florida
This Amended and Restated Employment Agreement (“Agreement”) is dated March 26, 2008, and is between SendTec, Inc., a Delaware corporation (the “Company”), and Paul Soltoff (the “Executive”).
VOTING AGREEMENTVoting Agreement • March 28th, 2008 • Sendtec, Inc. • Communications services, nec • Delaware
VOTING AGREEMENT, dated as of March 26, 2008 (this “Agreement”), between SendTec, Inc., a Delaware corporation (“SendTec”), the management stockholders of SendTec identified on the attached Exhibit A (“Management Stockholders”) and the debenture stockholders of SendTec identified on the attached Exhibit B (“Debenture Stockholders”). The Management Stockholders and the Debenture Stockholders are sometimes hereafter collectively referred to as the “Stockholders.”
