SHAREHOLDERS’ AGREEMENTShareholders Agreement • November 19th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of ____________, 2004 is entered into by and among PET CAPITAL PARTNERS, LLC (“PET”), ABSOLUTE RETURN EUROPE FUND (“ARE”), NAFT VENTURES I LLC (“NAFT”), MARC H. BELL (“Bell”), DANIEL STATON (“Staton”), CARE CONCEPTS I, INC., a Delaware corporation (“CCI”); and PENTHOUSE MEDIA GROUP INC., formerly known as GENERAL MEDIA, INC., a Delaware corporation (the “Company”), as amended from time to time to add such other person(s) who may hereafter become a party to this Agreement. PET, ARE, NAFT, Bell, Staton, individually and together with their respective Affiliates, are hereinafter sometimes individually referred to as a “Bell/Staton Group Party” and collectively referred to as the “Bell/Staton Group Parties.” The Bell/Staton Group Parties and CCI and such other persons who may hereafter become a party to this Agreement are sometimes referred to herein individually as a “Shareholder” and collectively as the “Shareholders.”
December 6, 2007Limited Waiver Letter Agreement • November 19th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.
Pursuant to Section 3.14 of that certain Penthouse Media Group Inc. 13% Subordinated Term Loan Notes due 2011 (the “Note”), among Penthouse Media Group Inc. (the “Company”), the Guarantors party thereto, and the Holders party thereto, the Holders hereby agree to waive each of the covenants identified on Schedule A attached to this Limited Waiver Letter Agreement June 2007 (this “Letter Agreement”), 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.
MODIFICATION OF LEASELease Amendment and Extension Agreement • November 19th, 2009 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 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”).
ESCROW AGREEMENTEscrow Agreement • November 19th, 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”):
