STANDARD OFFICE LEASE-GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONStandard Office Lease • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
VARIOUS, INC. EMPLOYEE PROPRIETARY INFORMATION AGREEMENTEmployee Proprietary Information Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California
In consideration of and as a condition of my employment by VARIOUS, INC. and/or by companies which it owns, controls, or is affiliated with, and their predecessors and successors (the “Company”), and the compensation previously, now and hereafter paid to me for such employment directly or through an agency, I hereby agree as follows, and confirm my compliance with the following during the entire course of employment with the Company or engagement in any other capacity whatsoever, whether as a consultant, independent contractor or in any other relationship:
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of December 6, 2007, is by and among Various, Inc., a California corporation (the “Company”), Andrew B. Conru Trust Agreement, Andrew B. Conru Trustee (“Trust 1”), and Mapstead Trust, created on April 16, 2002, Lars and Marin Mapstead Trustees (“Trust 2” and, together with Trust 1, “Sellers”), Andrew B. Conru, an individual (“Founder 1”), Lars Mapstead, an individual (“Founder 2” and, together with Founder 1, the “Founders”), and Penthouse Media Group Inc., a Nevada corporation (“Purchaser”). The Company, Sellers and the Founders are sometimes referred to collectively as the “Seller Parties” and collectively with Purchaser as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 21, 2007, is by and among Various, Inc., a California corporation (the “Company”), The Andrew B. Conru Trust, established November 6, 2001, Andrew B. Conru Trustee (“Trust 1”), and The Lars Mapstead Trust, established April 18, 2002, Lars and Marin Mapstead Trustees (“Trust 2” and, together with Trust 1, “Sellers”), Andrew B. Conru, an individual (“Founder 1”), Lars Mapstead, an individual (“Founder 2” and, together with Founder 1, the “Founders”), and Penthouse Media Group Inc., a Nevada corporation (“Purchaser”). The Company, Sellers and the Founders are sometimes referred to collectively as the “Seller Parties” and collectively with Purchaser as the “Parties.” Certain capitalized terms used in this Agreement and not otherwise defined herein have the meanings given to them in Article 11.
August 17, 2005Management Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
Reference is made to the Management Agreement between Penthouse Media Group Inc. (the “Company”) and Bell & Staton, Inc. (the “Manager”), dated as of October 5, 2004 (the “Management Agreement”) and to the Securities Purchase Agreement between the Company, U.S. Bank, National Association, as Administrative Agent and Collateral Agent, and certain others, dated the date hereof (the “Securities Purchase Agreement”).
Penthouse Magazine Letterhead] December 11, 2006 (the “Effective Date”)Consulting Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
This Agreement sets forth the terms pursuant to which Starsmith LLC (“Starsmith”), a New York limited liability company, will provide consulting services to Penthouse Media Group Inc., a Nevada corporation, and its affiliates (collectively, the “Company”).
VARIOUS, INC. AMENDMENT TO BONUS AWARD AGREEMENTBonus Award Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Various, Inc., a California corporation (the “Company”) and Rob Brackett (“Executive”) hereby amend as of the 5th day of December, 2007, the Bonus Award Agreement (the “Bonus Award Agreement”) between the Company and Executive, as follows:
ASSIGNMENT AGREEMENTAssignment Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California
THIS ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of December, 2007 by and between Penthouse Media Group Inc., a Nevada corporation (“Assignor”), and Interactive Network, Inc., a Nevada corporation (“Assignee”), and is agreed to and acknowledged by Various, Inc., the Andrew B. Conru Trust Agreement, Andrew B. Conru Trustee, the Mapstead Trust, created on April 16, 2002, Lars and Marin Mapstead Trustees, Andrew B. Conru and Lars Mapstead (collectively, the “Seller Parties”). Capitalized terms used without definitions shall have the meaning set forth in the Stock Purchase Agreement (as defined below).
Penthouse Magazine Letterhead] September 11, 2007 (the “Effective Date”)Consulting Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
This Agreement sets forth the terms pursuant to which you (“Consultant”) will provide consulting services to Penthouse Media Group Inc. Inc., a Nevada corporation (the “Company”) and its affiliates.
ContractSubordinated Note Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California
THIS SECURITY AND THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED ON THE TERMS AND CONDITIONS SET FORTH HEREIN TO ALL OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH SENIOR INDEBTEDNESS, AS DEFINED IN THIS SECURITY. NO HOLDER SHALL EXERCISE ANY RIGHT OR REMEDY THAT COULD CONTRAVENE OR IMPAIR THE RIGHTS OF THE HOLDERS OF THE SENIOR INDEBTEDNESS.
ContractSubordinated Term Loan Notes • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS SECURITY AND THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED ON THE TERMS AND CONDITIONS SET FORTH HEREIN TO ALL OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH DESIGNATED SENIOR DEBT, AS DEFINED IN THIS SECURITY. NONE OF THE HOLDERS OR ANY AGENT SHALL EXERCISE ANY RIGHT OR REMEDY THAT COULD CONTRAVENE OR IMPAIR THE RIGHTS OF THE HOLDERS OF DESIGNATED SENIOR DEBT.
MODIFICATION OF LEASE Amendment to lease that adds Suite 151BLease Amendment Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada
REGISTRATION RIGHTS AGREEMENT (Sellers’ Note)Registration Rights Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of December 6, 2007 between Penthouse Media Group Inc., a Nevada corporation (the “Company”), and the holders listed on the signature pages hereto, together with any transferees who become parties to this agreement in accordance with Section 8 hereof (the “Sellers’ Note Rights Holders”).
SELLERS’ SUBORDINATED SECURED NOTESubordinated Secured Note • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.
MANAGEMENT AGREEMENTManagement Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
AGREEMENT made as of the 5th day of October, 2004 between PENTHOUSE MEDIA GROUP INC., a Delaware corporation (the “Company”) having an office at Two Pennsylvania Plaza, New York, New York 10121 and BELL & STATON, INC., a Florida corporation, formerly Bell & Staton, LLC (the “Manager”), having an office at 6800 Broken Sound Parkway, Boca Raton, Florida 33487.
GUARANTYGuaranty • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
Effective as of the date first written above, PMGI (“Guarantor”) hereby unconditionally and irrevocably guaranties to the Holder, and the Holder’s successors and assigns, the punctual payment by Issuer when due, whether at stated maturity, by acceleration or otherwise, of all indebtedness now or in the future evidenced by or owed under the foregoing 6% Subordinated Convertible Note due 2011 (the “Note”), whether for principal, interest, fees, expense reimbursements or otherwise (the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Holder in enforcing any rights under the terms of the guaranty set forth herein (the “Guaranty”).
VOTING AGREEMENTVoting Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS AGREEMENT is made as of the 6th day of July, 2005, by and among Barry Florescue (“Florescue”), Marc H. Bell (“Bell”) and Daniel C. Staton (“Staton”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”) dated as of May 14, 2008 (“Amendment Effective Date”) amends that certain Registration Rights Agreement by and among Penthouse Media Group Inc., a Nevada corporation (the “Company”), Andrew B. Conru Trust Agreement (“Holder 1”) and Mapstead Trust, created on April 16, 2002 (“Holder 2”, and collectively with Holder 1 the “Holders”) dated as of December 6, 2007 (the “Registration Rights Agreement”).
VARIOUS, INC. BONUS AWARD AGREEMENTBonus Award Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • California
THIS AGREEMENT is entered into as of the 13th day of November, 2007 (the “Effective Date”) by and between Various, Inc., a California corporation (the “Company”) and Rob Brackett (“Executive”).
AGREEMENT AND GENERAL RELEASEAgreement and General Release • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
Penthouse Media Group Inc., 2 Penn Plaza, 11th Floor, New York, New York 10121 (hereinafter “the Employer”) and Diane M. Silberstein, 1185 Park Avenue Apt. #10E, New York, New York 10128, her heirs and executors, (collectively referred to throughout this Agreement as “Employee”), agree that:
MODIFICATION OF LEASE Amendment to lease that extends the lease term and increases rentLease Amendment and Extension Agreement • April 27th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada
