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.”
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.
FUND.COM INC. New York, NY 10022Option to Purchase Shares • September 3rd, 2009 • 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. (“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.
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”).
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”).
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”.
