SECURITIES PURCHASE AGREEMENT $257,337,629 SENIOR SECURED NOTES DUE 2011 Dated as of December 6, 2007 by and among INTERACTIVE NETWORK, INC., as Issuer EACH SUBSIDIARY OF INTERACTIVE NETWORK, INC., LISTED AS A SENIOR GUARANTOR ON THE SIGNATURE PAGES...Securities Purchase Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
Securities Purchase Agreement (this “Agreement”), dated as of December 6, 2007, by and among Interactive Network, Inc., a Nevada corporation, as issuer (the “Issuer”) of the Notes (as such term is defined below), each Subsidiary of the Issuer listed as a “Senior Guarantor” on the signature pages hereto, Penthouse Media Group Inc., a Nevada corporation, as issuer of the Warrants (as such term is defined below) (“PMGI”, and together with each Subsidiary of PMGI listed as a “Subordinated Guarantor” on the signature pages hereto, collectively, the “Subordinated Guarantors”) (as more fully defined below, each Senior Guarantor and each Subordinated Guarantor are referred to herein as a “Guarantor,” and collectively the “Guarantors”), the holders of the Securities listed on Schedule 2.02 and from time to time party hereto (each a “Holder” and collectively, the “Holders”), and U.S. Bank National Association, as administrative agent and collateral agent for the Holders of the Notes (the “Agent”
ISSUER SECURITY AND PLEDGE AGREEMENTIssuer Security and Pledge Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS ISSUER SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of December 6, 2007 by and between Interactive Network, Inc., a Nevada corporation (the “Issuer”), and each Subsidiary of the Issuer listed on the signature pages hereto (the “Subsidiary Guarantors” and together with the Issuer, the “Grantors”) and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Agent”) for the Holders of the Notes party to that certain Securities Purchase Agreement (as amended and in effect from time to time, the “Securities Purchase Agreement”) dated as of the date hereof, by and among the Issuer, the subsidiaries of the Issuer, Penthouse Media Group, Inc., a Nevada corporation (“PMGI”) and the subsidiaries of PMGI, the Holders, and the Agent as administrative agent and collateral agent for the Holders. This Agreement secures (i) the obligations of the Issuer under the Notes and (ii) the Guaranteed Obligations of the Subsidiary Guaranto
PARENT SECURITY AND PLEDGE AGREEMENTParent Security and Pledge Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS PARENT SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of December 6, 2007 by and between Penthouse Media Group, Inc., a Nevada corporation (the “Parent”), and each Subsidiary of the Parent listed on the signature pages hereto (the “Subsidiary Guarantors” and together with the Parent, the “Grantors”) and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Agent”) for the Holders of the Notes party to that certain Sellers’ Securities Agreement (as amended and in effect from time to time, the “Sellers’ Securities Agreement”) dated as of the date hereof, by and among Interactive Network, Inc. (the “Issuer”), the subsidiaries of the Issuer, the Parent and the subsidiaries of the Parent, the Holders, and the Agent as administrative agent and collateral agent for the Holders. This Agreement secures the Guaranteed Obligations of the Grantors arising with respect to the Notes.
Re: Amendment No. 2 and Waiver to Securities Purchase Agreement relating to Interactive Network, Inc.Securities Purchase Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
We write this Amendment No. 2 and Waiver to Securities Purchase Agreement (this “Amendment and Waiver”) in connection with that certain Securities Purchase Agreement, dated as of December 6, 2007, among Interactive Network, Inc., a Nevada corporation (the “Issuer”), the “Senior Guarantors” and “Subordinated Guarantors” defined therein and party thereto, the “Holders” defined therein and party thereto and U.S. Bank National Association as administrative agent and collateral agent for the Holders (the “Agent”), as amended by that certain Amendment No. 1 to Securities Purchase Agreement, dated as of January 14, 2008 (as so amended, the “SPA”). Terms capitalized but not defined in this Amendment and Waiver have the respective meanings ascribed in the SPA.
PENTHOUSE MEDIA GROUP INC. SECOND AMENDMENT AND LIMITED WAIVER TO SECURITIES PURCHASE AGREEMENTS FOR ACQUISITION AND RELATED TRANSACTIONSSecond Amendment and Limited Waiver to Securities Purchase Agreements for Acquisition and Related Transactions • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This SECOND AMENDMENT AND LIMITED WAIVER FOR ACQUISITION AND RELATED TRANSACTIONS (this "Waiver"), effective as of December 6, 2007 (the "Effective Date"), is entered into by and among Penthouse Media Group Inc., a Nevada corporation (the "Issuer") and the holders whose names appear on the signature pages hereto (the "Holders") of the Issuer's outstanding (a) 14.0% Senior Secured Notes due 2010 (as amended and restated as of the date hereof as 15.0% Senior Secured Notes due 2010, the "2005 Notes"), and (b) 15.0% Senior Secured Notes due 2010 (as amended and restated as of the date hereof, the "2006 Notes").
FIRST AMENDMENT TO GUARANTOR SECURITY AND PLEDGE AGREEMENTGuarantor Security and Pledge Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO ISSUER SECURITY AND PLEDGE AGREEMENT (this “Amendment”), dated as of August 28, 2006, amends the Guarantor Security and Pledge Agreement (the “Original Security Agreement”) entered into as of August 17, 2005 by and between the parties hereto, to wit: [ , a ] (the “Guarantor”), and U.S. Bank National Association, as administrative agent and collateral agent (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the respective meanings herein assigned to such terms in the Original Security Agreement (prior to this Amendment).
PENTHOUSE MEDIA GROUP INC. FIRST AMENDMENT AND LIMITED WAIVER TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT AND LIMITED WAIVER TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of August 28, 2006, amends the Securities Purchase Agreement (the “Purchase Agreement”) entered into as of August 17, 2005 by and among the parties hereto, to wit: Penthouse Media Group Inc., a Nevada corporation (formerly a Delaware corporation) (the “Issuer”), each Subsidiary of the Issuer listed as a “Guarantor” on the signature pages hereto (as more fully defined in the Purchase Agreement, each a “Guarantor,” and collectively the “Guarantors”), the holders of Notes listed on Schedule 2.02 to the Purchase Agreement (collectively, the “Holders”), and U.S. Bank National Association, as administrative agent and collateral agent for the Holders (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the respective meanings herein assigned to such terms in the Purchase Agreement and the interpretative rules set forth in Sections 1.02 through 1.04 of
INTERACTIVE NETWORK, INC. SENIOR SECURED NOTES DUE 2011 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment No. 1”), effective as of January 14, 2008 (the “Effective Date”), is entered into by and among Interactive Network, Inc., a Nevada corporation (the “Issuer”) and the holders whose names appear on the signature pages hereto (the “Holders”) of the Issuer’s outstanding Senior Secured Notes due 2011 (the “Senior Notes”).
SELLERS’ SECURITIES AGREEMENT $80,000,000 SUBORDINATED SECURED NOTES DUE 2011 PMGI WARRANTS Dated as of December 6, 2007 by and among INTERACTIVE NETWORK INC., as Issuer EACH SUBSIDIARY OF INTERACTIVE NETWORK INC., LISTED AS A SENIOR SUBORDINATED...Securities Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
FIRST AMENDMENT TO ISSUER SECURITY AND PLEDGE AGREEMENTIssuer Security and Pledge Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO ISSUER SECURITY AND PLEDGE AGREEMENT (this “Amendment”), dated as of August 28, 2006, amends the Issuer Security and Pledge Agreement (the “Original Security Agreement”) entered into as of August 17, 2005 by and between the parties hereto, to wit: Penthouse Media Group Inc., a Nevada corporation (formerly a Delaware corporation) (the “Issuer”), and U.S. Bank National Association, as administrative agent and collateral agent (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the respective meanings herein assigned to such terms in the Original Security Agreement (prior to this Amendment).
ISSUER SECURITY AND PLEDGE AGREEMENTIssuer Security and Pledge Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS ISSUER SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of August 17, 2005 by and between Penthouse Media Group Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 6800 Broken Sound Parkway, Suite 100, Boca Raton, FL 33487 and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Agent”) for the Holders (collectively, the “Holders”) party to a Securities Purchase Agreement (as amended and in effect from time to time, the “Securities Purchase Agreement”) dated as of the date hereof, by and among the Issuer, the subsidiaries of the Issuer, as Guarantors, such “Holders,” and the Agent as administrative agent and collateral agent for the Holders. This Agreement secures the obligations of the Issuer under its 11.0% Senior Secured Promissory Notes due 2010 (the “Notes”), issued pursuant to the Securities Purchase Agreement, and under the other Note Documents.
GUARANTOR SECURITY AND PLEDGE AGREEMENTGuarantor Security and Pledge Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS GUARANTOR SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of August 17, 2005 by and between [ , a ] (the “Guarantor”), having its principal place of business at 6800 Broken Sound Parkway NW, Suite 100, Boca Raton, FL 33487 and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Agent”) for the Holders (collectively, the “Holders”) party to a Securities Purchase Agreement (as amended and in effect from time to time, the “Securities Purchase Agreement”) dated as of the date hereof, by and among Penthouse Media Group, Inc. (the “Issuer”), the subsidiaries of the Issuer, as Guarantors, such “Holders,” and the Agent as administrative agent and collateral agent for the Holders. This Agreement secures the obligations of the Guarantor under its guaranty of the Issuer’s 11.0% Senior Secured Promissory Notes due 2010 (the “Notes”), issued pursuant to the Securities Purchase Agreement, and under the other Note Documents.
Re: Amendment No. 2 and Waiver to Sellers’ Securities Agreement relating to the Subordinated Secured Notes due 2011 of Interactive Network, Inc.Sellers’ Securities Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
We write this Amendment No. 2 and Waiver to Sellers’ Securities Agreement relating to the Subordinated Secured Notes due 2011 of Interactive Network, Inc. (this “Amendment and Waiver”) in connection with that certain Sellers’ Securities Agreement, dated as of December 6, 2007, among Interactive Network, Inc., a Nevada corporation (the “Issuer”), the “Senior Subordinated Guarantors” and “Junior Subordinated Guarantors” defined therein and party thereto, the “Holders” defined therein and party thereto and U.S. Bank National Association as administrative agent and collateral agent for the Holders (the “Agent”), as amended by that certain Amendment to Sellers’ Securities Agreement dated as of December 6, 2008 (as so amended, the “SSA”). Terms capitalized but not defined in this Amendment and Waiver have the respective meanings ascribed in the SSA.
AMENDMENT TO SELLERS’ SECURITIES AGREEMENTSellers’ Securities Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This AMENDMENT TO SELLERS’ SECURITIES AGREEMENT (this “Amendment”), dated as of December 6, 2008, is entered into by and among Interactive Network, Inc., a Nevada corporation (the “Issuer”) and the holders whose names appear on the signature pages hereto (the “Holders”) of the Issuer’s outstanding Subordinated Secured Notes due 2011 (the “Sellers’ Secured Notes”).
FRIENDFINDER NETWORKS INC. THIRD AMENDMENT AND LIMITED WAIVER TO SECURITIES PURCHASE AGREEMENTS October 8, 2009Securities Purchase Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This THIRD AMENDMENT AND LIMITED WAIVER (this “Amendment and Waiver”), effective as of the Effective Date (as defined below), is entered into by and among FriendFinder Networks Inc., formerly known as Penthouse Media Group Inc., a Nevada corporation (the “Issuer”), the guarantors whose names appear on the signature pages hereto (the “Guarantors”), the holders whose names appear on the signature pages hereto (the “Holders”) of the Issuer’s outstanding (a) notes originally issued as 11.0% Senior Secured Notes due 2010 (as heretofore amended and restated as 15.0% Senior Secured Notes due 2010, the “2005 Notes”), and (b) 15.0% Senior Secured Notes due 2010 (as heretofore amended and restated, the “2006 Notes”) and U.S. Bank National Association, as Administrative Agent and Collateral Agent under each of SPAs hereinafter referred to.
As of October 8, 2009Limited Waiver • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
Pursuant to Section 3.14 and Section 6.16 of that certain 13% Subordinated Term Loan Note due 2011 (the “Note”), by FriendFinder Networks Inc. (formerly known as Penthouse Media Group Inc.) (the “Company” or “Issuer”)), payable to PET Capital Partners LLC as Agent for the Holders listed on Schedule I to the Note, and guaranteed by the Subsidiary Guarantors party thereto, the Agent and the undersigned Holders of a majority in principal amount of the outstanding Notes hereby agree to waive each of the covenants identified on Schedule A attached to this FFN/PET Capital Limited Waiver (this “Waiver”), solely to the extent described on Schedule A (with each such waiver being effective as of the date such waiver is required to negate breach or non-compliance with the applicable covenant); provided that each such waiver shall remain effective only if the Company complies with the applicable restated obligation (if any) with respect to such waiver described on Schedule A.
October 8, 2009Restructure of Debt Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
This letter (the “Agreement”) summarizes our agreement for the amending of the below-referenced debt in connection with the closing of FriendFinder Networks Inc.’s (“FFN” or “Company”) Qualified IPO (as defined in the Sellers’ Securities Agreement as to the INI Second Lien Subordinated Secured Notes referenced below) and shall be binding upon all signatories hereto. Our intent is to enter into the various definitive agreements required by this Agreement (the “Definitive Agreements” and each a “Definitive Agreement”) prior to the effectiveness of FFN’s registration statement on Form S-1(No. 333-156414) relating to its initial public offering of common stock (the “Registration Statement”), which Definitive Agreements will set forth the definitive terms of the amendment and the other terms herein (including representations and warranties as to authority, and other customary provisions not covered in the paragraphs below) and shall supersede this Agreement. For the avoidance of doubt, howe
ESCROW AGREEMENTEscrow Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This Escrow Agreement (“Agreement”) is dated as of the 23 day of July, 2007 among Penthouse Media Group, Inc., a Nevada corporation (the “Company”), the Investors identified on Schedule A hereto (each an “Investor,” and collectively the “Investors”), and Moses & Singer LLP (the “Escrow Agent”):
AMENDMENT NO. 1 TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT TO THE INDEPENDENT CONTRACTOR AGREEMENT (the “Amendment”), dated as of October 8, 2009, amends that certain Independent Contractor Agreement by and between Various, Inc., a California corporation (the “Company”) and Legendary Technology Inc. (the “Consultant”), dated as of September 21, 2007 (the “Independent Contractor Agreement”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (WARRANTS)Registration Rights Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (WARRANTS) (the “Amendment”) dated as of October 8, 2009 amends that certain Registration Rights Agreement by and among FriendFinder Networks Inc. (f/k/a Penthouse Media Group Inc.), a Nevada corporation, (the “Company”) and the holders listed on the signature pages thereto and any transferees that become parties in accordance with Section 8 thereof, dated as of December 6, 2007 (the “Registration Rights Agreement”).
INTERCREDITOR AND SUBORDINATION AGREEMENT (PMGI Senior Lien Notes/Subordinated Guaranty by PMGI of Interactive Notes/Marc Bell Notes/Various Seller Notes Guaranties)Intercreditor and Subordination Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THOSE HOLDERS OF 15.0% SENIOR SECURED NOTES DUE 2010 ISSUED PURSUANT TO THE 2005 NOTE AGREEMENT (defined below) (the “2005 Holders”) THAT ARE PARTY HERETO,
Amendment No. 3 to Management Agreement October 8, 2009Management Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
Reference is made to (i) the Management Agreement between FriendFinder Networks Inc. (f/k/a/ Penthouse Media Group Inc.) (the “Company”) and Bell & Staton, Inc. (the “Manager”), dated as of October 5, 2004 (as amended by that certain Amendment dated as of August 17, 2005 (“Amendment No. 1”) and that certain Amendment No 2. dated as of August 23, 2006 (“Amendment No. 2”), as amended, the “Management Agreement”), (ii) that certain Securities Purchase Agreement between the Company, U.S. Bank, National Association, as Administrative Agent and Collateral Agent (the “Agent”), and certain others, dated as of August 17, 2005, (as amended by that certain First Amendment and Limited Waiver dated as of August 28, 2006 and that certain Second Amendment and Limited Waiver dated as of December 6, 2007, the “2005 Securities Purchase Agreement”) and (iii) that certain Securities Purchase Agreement between the Company, the Agent and certain others, dated as of August 23, 2006 (as amended by that Second
AMENDMENT NO. 2 TO MANAGEMENT AGREEMENTManagement Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
Reference is made to (i) the Management Agreement between Penthouse Media Group Inc. (the “Company”) and Bell & Staton, Inc. (the “Manager”), dated as of October 5, 2004 (as amended by that certain Amendment dated August 17, 2005 (“Amendment No. 1”), the “Management Agreement”); (ii) the Securities Purchase Agreement between the Company, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and certain others, dated as of August 17, 2005 (as amended by the First Amendment and Limited Waiver to Securities Purchase Agreement dated as of the date hereof, and as further amended, supplemented, modified or restated from time to time, the “2005 Securities Purchase Agreement”), and (iii) 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 (as amended, supplemented, modified or restated from time to time, the “2006 Securities Purchase Agreement”).
INTERCREDITOR AND SUBORDINATION AGREEMENT (Interactive Network First Lien/Second Lien)Intercreditor and Subordination Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
EACH SUBSIDIARY OF ISSUER THAT EXECUTES THIS AGREEMENT OR A JOINDER HERETO (each an “Interactive Subsidiary” and collectively with the Issuer, the “Obligors”),
AMENDMENT NO. 2 TO INDEPENDENT CONTRACTOR AGREEMENT, ASSIGNMENT AND LIMITED WAIVERIndependent Contractor Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT NO. 2 TO THE INDEPENDENT CONTRACTOR AGREEMENT, ASSIGNMENT AND LIMITED WAIVER (the “Agreement”), dated as of October 8, 2009, amends that certain Independent Contractor Agreement by and between Various, Inc., a California corporation (the “Company”) and Hinok Media Inc., a California corporation (“Hinok”), dated as of September 21, 2007, as amended by Section 10.3 of that certain Amendment to the SPA dated December 6, 2007, and as further amended and confirmed by that certain letter agreement accepted by the Company on or about May 14, 2008 (so amended, the “Independent Contractor Agreement”) and (subject to Section 3(a)) assigns Hinok’s rights and obligations arising under the Independent Contractor Agreement from Hinok, as assignor, to YouMu, Inc., a Washington corporation (“YouMu,” together with Hinok and the Company, the “Parties”), as assignee (the “Assignment”).
ContractSubordinated Note Agreement • October 13th, 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.
REGISTRATION RIGHTS AGREEMENT (WARRANTS)Registration Rights Agreement • October 13th, 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 “Warrant Rights Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2007, among Penthouse Media Group Inc., a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
INTERCREDITOR AND SUBORDINATION AGREEMENT (Subordinated Secured Guaranty of PMGI Notes from Interactive Network)Intercreditor and Subordination Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THOSE HOLDERS OF 15.0% SENIOR SECURED NOTES DUE 2010 ISSUED PURSUANT TO THE 2005 NOTE AGREEMENT (defined below) (the “2005 Holders”) THAT ARE PARTY HERETO,
SECURITY HOLDERS AGREEMENTSecurity Holders Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
SECURITY HOLDERS AGREEMENT, dated as of December 6, 2007 (the “Agreement”), by and among Penthouse Media Group Inc., a Nevada corporation (the “Company”), the holders of the Warrants to purchase Common Stock of the Company (the “Warrants”) listed on Exhibit A and Exhibit B hereto (collectively with their Permitted Transferees, the “Warrant Holders”), and certain of the remaining holders of any capital stock of the Company, all of whom hold common stock of the Company (the “Common Stock”) listed on Exhibit C hereto (collectively with their Permitted Transferees, the “Other Equity Holders”). The parties hereto (other than the Company) and any other Person who shall hereafter become a party to this Agreement are sometimes hereafter referred to, individually, as a “Security Holder” and, collectively, as the “Security Holders.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in ARTICLE V.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 10, 2006, among Penthouse Media Group Inc., a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
AMENDMENT TO SECURITY HOLDERS AGREEMENTSecurity Holders Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT TO SECURITY HOLDERS AGREEMENT (the “Amendment”) dated as of , 2009 amends that certain Security Holders Agreement by and among FriendFinder Networks Inc., f/k/a Penthouse Media Group Inc., a Nevada corporation, (the “Company”), the holders of the Series A Convertible Preferred Stock of the Company listed on Exhibit A thereto, and certain of the remaining holders of any capital stock of the Company listed on Exhibit B thereto (the “Security Holders Agreement”).
ContractNote Exchange Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
NOTE EXCHANGE AGREEMENT, dated as of August 17, 2005, among PENTHOUSE MEDIA GROUP INC., a Delaware corporation (the “Company”), PET CAPITAL PARTNERS LLC, (“PET”), ABSOLUTE RETURN EUROPE FUND (“ARE”, and together with PET, the “Holders”) and PET CAPITAL PARTNERS LLC, as agent for the Holders (“Agent”).
AMENDMENT TO WARRANTSWarrant Amendment • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
WHEREAS, [_________________] (the “Holder”) holds Detachable Warrant #[____] to purchase from the Company [_____] shares of the Company’s voting common stock, par value $0.01 per share at an exercise price per share of common stock of $0.00001 (the “Warrants”);
SECURITY HOLDERS AGREEMENTSecurity Holders Agreement • October 13th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
SECURITY HOLDERS AGREEMENT, dated as of August 17, 2005 (the “Agreement”), by and among Penthouse Media Group Inc., a Delaware corporation (the “Company”), the holders of the Series A Convertible Preferred Stock of the Company (the “Series A Preferred”) listed on Exhibit A hereto (collectively with their Permitted Transferees, the “Series A Investors”), and certain of the remaining holders of any capital stock of the Company, all of whom hold common stock of the Company (the “Common Stock”) listed on Exhibit B hereto (collectively with their Permitted Transferees, the “Other Equity Holders”). The parties hereto (other than the Company) and any other Person who shall hereafter become a party to this Agreement are sometimes hereafter referred to, individually, as a “Security Holder” and, collectively, as the “Security Holders.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in ARTICLE V.
