AMENDED AND RESTATED MEMBERSHIP INTEREST OPTION AGREEMENTMembership Interest Option Agreement • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • Florida
THIS AMENDED AND RESTATED MEMBERSHIP INTEREST OPTION AGREEMENT (the “Agreement”) is made and entered into this 30th day of June, 2016 (the “Effective Date”), by and among Infinite Conferencing, Inc. (“Optionee”), and Infinite Conferencing Partners, LLC (“Optionor”)
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • Florida
This Amended and Restated Management Services Agreement (this “Agreement”) is entered into as of the 30th day of June, 2016 (the “Effective Date”) by and between INFINITE CONFERENCING, Inc., a Florida corporation (the “Manager”), and INFINITE CONFERENCING PARTNERS, LLC, a Florida limited liability company (“Company”).
AMENDED AND RESTATED MAKE WHOLE AGREEMENTMake Whole Agreement • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • Florida
This AMENDED AND RESTATED MAKE WHOLE AGREEMENT (the “Agreement”) by and among INFINITE CONFERENCING PARTNERS, LLC, a Florida limited liability company (the “Company”), INFINITE CONFERENCING, INC., a Florida corporation (the “ICI”), and Onstream Media Corporation, a Florida corporation (“Parent”) is entered into this 30th day of June, 2016 (the “Effective Date”).
ContractSenior Subordinated Secured Convertible Note • October 28th, 2016 • Onstream Media CORP • 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.
AGREEMENT RE DISTRIBUTIONSDistribution Agreement • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design
THIRD AMENDMENT AND ALLONGE TO SECOND AMENDED AND RESTATED SENIOR SUBORDINATED SECURED CONVERTIBLE NOTESenior Subordinated Secured Convertible Note • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • New York
This THIRD AMENDMENT AND ALLONGE (this “Amendment”), effective as of December 22, 2015, is by and among ONSTREAM MEDIA CORPORATION (the “Company”), INFINITE CONFERENCING, INC. (“ICI”), ENTERTAINMENT DIGITAL NETWORK, INC. (“EDNI”), AV ACQUISITION, INC. (“AAI”), ONSTREAM CONFERENCING CORPORATION (“OCC”), MEDIA ON DEMAND, INC. (“MOD”), HOTEL VIEW CORPORATION (“HVC”), OSM ACQUISITION INC. (“OSM”) and AUCTION VIDEO JAPAN, INC. (“AVJI”) (the Company, ICI, EDNI, AAI, OCC, MOD, HVC, OSM and AVJI shall be referred to collectively as the “Borrowers”) and SIGMA OPPORTUNITY FUND II, LLC (the “Holder”).
ALLONGE #7 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design
This Allonge #7 (the “Allonge”), dated as of August 18, 2015, between Onstream Media Corporation (the “Company”) and Rockridge Capital Holdings, LLC (the “Investor”).
SECOND AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • New York
This SECOND AMENDMENT (the “Amendment”), dated as of September 21, 2015, to SECURITY AGREEMENT 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 Amended Note (as defined below).
AGREEMENTLoan Agreement • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • New York
AGREEMENT, dated November 16, 2015 (this “Agreement”), by and among ONSTREAM MEDIA CORPORATION (the “Company”), INFINITE CONFERENCING, INC. (“ICI”), ENTERTAINMENT DIGITAL NETWORK, INC. (“EDNI”), AV ACQUISITION, INC. (“AAI”), ONSTREAM CONFERENCING CORPORATION (“OCC”), MEDIA ON DEMAND, INC. (“MOD”), HOTEL VIEW CORPORATION (“HVC”), OSM ACQUISITION INC. (“OSM”) and AUCTION VIDEO JAPAN, INC. (“AVJI”) (the Company, ICI, EDNI, AAI, OCC, MOD, HVC, OSM and AVJI shall be referred to collectively as the “Borrowers”), with headquarters located at 1291 SW 29th Avenue, Pompano Beach, Florida 33069, and SIGMA OPPORTUNITY FUND II, LLC (“Sigma”) and SIGMA CAPITAL ADVISORS, LLC, the managing member of Sigma (“Sigma Advisors” and collectively with Sigma, the “Sigma Parties”), with headquarters located at 800 Third Avenue, Suite 1701, New York, NY 10022. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Note (as defined below).
AMENDMENT AND ALLONGE TO SECOND AMENDED AND RESTATED SENIOR SUBORDINATED SECURED CONVERTIBLE NOTESenior Subordinated Secured Convertible Note • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • New York
This AMENDMENT AND ALLONGE (this “Amendment”), effective as of November 16, 2015, is by and among ONSTREAM MEDIA CORPORATION (the “Company”), INFINITE CONFERENCING, INC. (“ICI”), ENTERTAINMENT DIGITAL NETWORK, INC. (“EDNI”), AV ACQUISITION, INC. (“AAI”), ONSTREAM CONFERENCING CORPORATION (“OCC”), MEDIA ON DEMAND, INC. (“MOD”), HOTEL VIEW CORPORATION (“HVC”), OSM ACQUISITION INC. (“OSM”) and AUCTION VIDEO JAPAN, INC. (“AVJI”) (the Company, ICI, EDNI, AAI, OCC, MOD, HVC, OSM and AVJI shall be referred to collectively as the “Borrowers”) and SIGMA OPPORTUNITY FUND II, LLC (the “Holder”).
AGREEMENTLoan Agreement • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • New York
AGREEMENT, dated December 22, 2015 (this “Agreement”), by and among ONSTREAM MEDIA CORPORATION (the “Company”), INFINITE CONFERENCING, INC. (“ICI”), ENTERTAINMENT DIGITAL NETWORK, INC. (“EDNI”), AV ACQUISITION, INC. (“AAI”), ONSTREAM CONFERENCING CORPORATION (“OCC”), MEDIA ON DEMAND, INC. (“MOD”), HOTEL VIEW CORPORATION (“HVC”), OSM ACQUISITION INC. (“OSM”) and AUCTION VIDEO JAPAN, INC. (“AVJI”) (the Company, ICI, EDNI, AAI, OCC, MOD, HVC, OSM and AVJI shall be referred to collectively as the “Borrowers”), with headquarters located at 1291 SW 29th Avenue, Pompano Beach, Florida 33069, and SIGMA OPPORTUNITY FUND II, LLC (“Sigma”) and SIGMA CAPITAL ADVISORS, LLC, the managing member of Sigma (“Sigma Advisors” and collectively with Sigma, the “Sigma Parties”), with headquarters located at 800 Third Avenue, Suite 1701, New York, NY 10022. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Note (as defined below).
ALLONGE #8 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design
This Allonge #8 (the “Allonge”), dated as of December 16, 2015, between Onstream Media Corporation (the “Company”) and Rockridge Capital Holdings, LLC (the “Investor”).
AMENDMENT AND ALLONGE TO SECOND AMENDED AND RESTATED SENIOR SUBORDINATED SECURED CONVERTIBLE NOTESenior Subordinated Secured Convertible Note • October 28th, 2016 • Onstream Media CORP • Services-computer integrated systems design • New York
This AMENDMENT AND ALLONGE (this “Amendment”), effective as of November 24, 2015, is by and among ONSTREAM MEDIA CORPORATION (the “Company”), INFINITE CONFERENCING, INC. (“ICI”), ENTERTAINMENT DIGITAL NETWORK, INC. (“EDNI”), AV ACQUISITION, INC. (“AAI”), ONSTREAM CONFERENCING CORPORATION (“OCC”), MEDIA ON DEMAND, INC. (“MOD”), HOTEL VIEW CORPORATION (“HVC”), OSM ACQUISITION INC. (“OSM”) and AUCTION VIDEO JAPAN, INC. (“AVJI”) (the Company, ICI, EDNI, AAI, OCC, MOD, HVC, OSM and AVJI shall be referred to collectively as the “Borrowers”) and SIGMA OPPORTUNITY FUND II, LLC (the “Holder”).
