INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Delaware
THIS AGREEMENT is entered into, effective as of October 30, 2014, by and between Social Reality, Inc., a Delaware corporation (the “Company”), and Richard Steel (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • New Jersey
EMPLOYMENT AGREEMENT (“Agreement”), dated as of October 30, 2014, by and between Social Reality, Inc., a Delaware corporation (the “Employer”) and Adam Bigelow, an individual residing at _________________ (the “Executive”).
FINANCING AGREEMENTFinancing Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Illinois
This FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this "Agreement"), dated as of October 30, 2014, is being entered into by and among Social Reality, Inc., a Delaware corporation ("Social"; Social and each other Person who executes a Joinder Agreement and becomes a New Borrower hereunder, including, without limitation, Steel Media, a California corporation ("Steel Media"), from and after the consummation of the Closing Date Acquisition, from time to time, each a "Borrower" and collectively, the "Borrowers"), Social, as the Borrower Representative, the entities party hereto from time to time as Guarantors, the lenders from time to time listed on the Schedule of Lenders attached hereto (each individually, a "Lender" and collectively, the "Lenders") and Victory Park Management, LLC, as administrative agent and collateral agent (the "Agent") for the Lenders and the Holders (as defined herein).
SUBORDINATION AGREEMENTSubordination Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Illinois
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of this 30th day of October, 2014, by and among RICHARD STEEL, an individual (the “Subordinated Creditor”), SOCIAL REALITY, INC., a Delaware corporation (the “Borrower”; the Borrower and each other Person who executes a joinder to this Agreement and becomes an obligor hereunder, including, without limitation, Steel Media, a California corporation (“Steel Media”), from and after the consummation of the Closing Date Acquisition (as defined in the Senior Loan Agreement described below), from time to time, each a “Company” and collectively, the “Companies”) and VICTORY PARK MANAGEMENT, LLC, as administrative agent and collateral agent for the Lenders (as defined in the Senior Loan Agreement described below) or such then present holder or holders of the “Senior Debt” (as hereinafter defined) as may from time to time exist (“Senior Agent”; the Senior Agent, the Lenders and such other present holders of “Senior Debt” from time
STOCK PURCHASE AGREEMENT AMONG RICHARD STEEL, STEEL MEDIA AND SOCIAL REALITY, INC. dated as of October 30, 2014Stock Purchase Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2014, is by and among Richard Steel (the “Seller”), Steel Media, a California corporation (the “Company”) and Social Reality, Inc., a Delaware corporation (the “Buyer”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Illinois
This PLEDGE AND SECURITY AGREEMENT, dated as of October 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Social Reality, Inc., a Delaware corporation (“Social”, Social and each other Person who executes a Joinder Agreement and becomes a New Borrower under the “Financing Agreement” (as defined below), including, without limitation, Steel Media, a California corporation (“Steel Media”), from and after the consummation of the Closing Date Acquisition, from time to time, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (as defined in the Financing Agreement defined below) from time to time party hereto, Victory Park Management, LLC (“Victory Park”), as the collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the “Secured Parties” (as defined below), and each Person which becomes a party hereto pursuant to the joinder provisions of Section 20 hereof (Social, the
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Illinois
This REGISTRATION RIGHTS AGREEMENT (as same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 30, 2014, is entered into by and among Social Reality, Inc., a Delaware corporation (the “Company”), and the lender(s) listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 30, 2014 (the “Effective Date”), by and between Social Reality, Inc., a Delaware corporation (the “Company”) and Richard Steel (the “Investor”). Capitalized terms used by not defined herein have the meaning set forth in the Purchase Agreement (defined below).
ESCROW AGREEMENTEscrow Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Delaware
THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of October 30, 2014 (the “Agreement Date”), is by and among Social Reality, Inc., a Delaware corporation (the “Buyer”), Richard Steel (the “Seller”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • New York
ESCROW AGREEMENT, dated as of October 30, 2014 (the “Agreement”), by and among Social Reality, Inc., a Delaware corporation (the “Company”), Richard Steel (the “Seller”) and Lowenstein Sandler LLP, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein have the meaning afforded to them in the Purchase Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • California
EMPLOYMENT AGREEMENT (“Agreement”), dated as of October 30, 2014, by and between Social Reality, Inc., a Delaware corporation (the “Employer”) and Richard Steel, an individual residing at _______________ (the “Executive”).
