SECURITIES PURCHASE AND RESTRUCTURING AGREEMENTSecurities Purchase and Restructuring Agreement • April 2nd, 2010 • FUND.COM Inc. • Services-management consulting services • New York
THIS SECURITIES PURCHASE AND RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of March 2010, by and among WESTON CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Company”); FUND.COM, INC., a Delaware corporation (“FNDM” or the “Purchaser”); PBC-WESTON HOLDINGS, LLC, a Delaware limited liability company (“PBC”); ALBERT HALLAC, an individual (“A. Hallac”); and the other Persons who are parties signatory hereto (together with PBC and A. Hallac, each a “Member,” and together, the “Members”). The Company, FNDM and the Members are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 2nd, 2010 • FUND.COM Inc. • Services-management consulting services • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of the 29th day of March, 2010, by Fund.com, Inc., a Delaware corporation (the “Pledgor”), in favor of Albert Hallac, on behalf of himself and the other Hallac Members who have executed this Agreement (individually and collectively, the “Secured Party”, and together with the Pledgor, collectively, the “Parties”), and Zukerman Gore Brandeis & Crossman, LLP (the “Collateral Agent”).
FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF WESTON CAPITAL MANAGEMENT, LLCOperating Agreement • April 2nd, 2010 • FUND.COM Inc. • Services-management consulting services • Delaware
THIS FIFTH AMENDED AND RESTATED OPERATING AGREEMENT of WESTON CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), is made as of March 26, 2010 (this “Agreement”), by and among FUND.COM, INC., a Delaware corporation (“FNDM”), and the other Persons whose names are set forth on Schedule I annexed hereto, and together with any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the “Members”).
