NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 7th, 2015 • Onstream Media CORP • Services-computer integrated systems design • New York
THIS NOTE PURCHASE AGREEMENT, dated as of December 31, 2014 (this “Agreement”), by and between ONSTREAM MEDIA CORPORATION, a Florida corporation (the “Company”), and INFINITE CONFERENCING, INC., a Florida corporation (“ICI”), ENTERTAINMENT DIGITAL NETWORK, INC., a Florida corporation (“EDNI”), AV ACQUISITION, INC., a Florida corporation (“AAI”), ONSTREAM CONFERENCING CORPORATION, a Florida corporation (“OCC”), MEDIA ON DEMAND, Inc., a Florida corporation (“MOD”), HOTEL VIEW CORPORATION, a Florida corporation (“HVC”), OSM ACQUISITION INC., a Delaware corporation (“OSM”), and AUCTION VIDEO JAPAN, INC., a Tokyo-Japan corporation (“AVJI”) (the Company, ICI, EDNI, AAI, OCC, MOD, HVC, OSM and AVJI shall be referred to collectively as the “Borrower”), with headquarters located at 1291 SW 29th Avenue, Pompano Beach, Florida 33069, and SIGMA OPPORTUNITY FUND II, LLC, a Delaware limited liability company (“Purchaser”) with headquarters located at 800 Third Avenue, Suite 1701, New York, NY 10022.
ContractOnstream Media CORP • January 7th, 2015 • Services-computer integrated systems design • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). PURSUANT TO THE NOTE PURCHASE AGREEMENT, THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE 1933 ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • January 7th, 2015 • Onstream Media CORP • Services-computer integrated systems design • New York
This FIRST AMENDMENT (the “Amendment”) to SECURITY AGREEMENT, dated December 31, 2014, made by Onstream Media Corporation, a Florida corporation (the “Company”), each of the Subsidiaries of the Company set forth on Schedule I of the Security Agreement (each a Subsidiary and together with the Company, the “Grantor”) to Sigma Opportunity Fund II, LLC, a Delaware limited liability company, as the initial holder of the Prior Sigma Notes (the “Holder”). All capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the New Note Purchase Agreement (as defined below).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 7th, 2015 • Onstream Media CORP • Services-computer integrated systems design • New York
THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is made as of December 31, 2014 (the “Effective Date”) by and between Sigma Capital Advisors, LLC, a Delaware limited liability company (the “Service Provider”), and Onstream Media Corporation, a Florida corporation (the “Company”).
