STOCKHOLDERS AGREEMENTStockholders Agreement • November 5th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of September 29, 2009 (the “Effective Date”) by and among VENSURE EMPLOYER SERVICES, INC., an Arizona corporation (“Vensure” or the “Company”), the Person(s) who have executed this Agreement on the Investors Signature Page hereof under the heading “INVESTORS” (individually, an “Investor” and collectively, the “Investors”); FUND.COM INC., a Delaware corporation (“FNDM”); and the record owners of shares of Common Stock of the Company who have executed this Agreement on the Stockholders Signature Page under the heading “STOCKHOLDERS” (each a “Stockholder” and collectively the “Stockholders”), and any other person(s) or entity(ies) who subsequently becomes a party to this Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
This Stock Purchase Agreement (this “Agreement”) is entered into as of the 2nd day of November 2009 (the “Execution Date”) by and among (A) WHYTE LYON & CO. INC., a New York corporation (the “Principal Stockholder”) and the other Person or Persons who have executed this Agreement on the signature page hereof under the designation “WHYTE LYON STOCKHOLDERS” and/or their assignees (collectively, with the Principal Stockholder, the “Stockholders”); (B) WHYTE LYON SOCRATIC, INC., a Delaware corporation (“Whyte Lyon”) with offices located at 291 Seventh Avenue, New York, NY 10012; and (C) FUND.COM INC., a Delaware corporation (“FNDM”), with offices located at 14 Wall Street, New York, New York 10005. The Stockholders, Whyte Lyon and FNDM are hereinafter sometimes referred to individually as a “Party” and collectively as “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
This Securities Purchase Agreement ("Agreement"), is made and entered into as of the 24th day of September 2009 by and between VENSURE EMPLOYER SERVICES, INC., a corporation organized under the laws of the State of Arizona (“Vensure”); FUND.COM, INC., a corporation organized under the laws of the State of Delaware ("Fund”); and the Persons who have executed this Agreement on the signature page hereof under the heading “VENSURE STOCKHOLDERS” (individually a “Vensure Stockholder” and collectively, the “Vensure Stockholders”). Vensure, Fund and the Vensure Stockholders are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHYTE LYON SOCRATIC INC. Suite 1600 New York, New York 10023FUND.COM Inc. • November 5th, 2009 • Services-management consulting services • New York
The following will serve to set forth our mutual agreement and understanding with respect to certain educational products and services to be provided by WHYTE LYON SOCRATIC INC., a Delaware corporation, d/b/a “The Institute of Modern Economy” (hereinafter “IOME”) and its affiliate or business associate FUND.COM INC., a Delaware corporation (hereinafter “FNDM”) to VENSURE RETIREMENT ADMINISTRATION INC., a Delaware corporation (“VRA”), VENSURE EMPLOYER SERVICES, INC., an Arizona corporation (“Vensure”) and all of the other members of the Vensure Group. IOME, FNDM, VRA and Vensure are hereinafter sometimes collectively referred to as the “Parties.”
